GCIT Announces Financing up to $5.5 Million and Proposed Acquisition of AeroBloom, a Disruptive AgTech Company Based in California
GCIT Announces Financing up to $5.5 Million and Proposed Acquisition of AeroBloom, a Disruptive AgTech
Company Based in California
Vancouver, British Columbia – May 4, 2022 – Glorious Creation Limited (the “ Company ” or “ GCIT ”) (CSE: GCIT.X)
is pleased to announce that the Company has entered into a definitive share exchange agreement (the
“Definitive Agreement ”) dated May 3, 2022 with Aeroponics Integrated Sys tems Inc. (AeroBloom ”) and the
holders of AeroBloom shares (the “AeroBloom Shareholders ”). Pursuant to the Definitive Agreement, GCIT will ,
subject to certain conditions, acquire all of the i ssued and outstanding securities of AeroBloom (collectively, the
“Transaction ”).
The Transaction is an arm's length transaction that is expected to constitute a change of business (" COB ")
pursuant to Canadian Securities Exchange (the " Exchange " or " CSE ") Policy 8 – Fundamental Changes & Changes
of Business. Following completion of the proposed Transaction, the Resulting Issuer will hold all of the assets and
continue the business of AeroBloom.
About AeroBloom
AeroBloom is a private company incorporated under t he laws of California. AeroBloom’s core business is the
development and use of proprietary aeroponics techn ology to harvest and cultivate various crops includ ing
tomatoes, bell peppers and cannabis, 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 en vironments, provides advantages in terms of yield, water
conservation, speed of growth, and quality of crops relative to other similar systems available for co ntrolled
environment agriculture. This, in turn, allows Aer oBloom 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 and has already s ecured (through AeroSynergy, as described below) a lease
for a legal indoor cannabis cultivation site. At th e same time, Aerobloom has retained Kevin McDoneld as Chief
Technical Officer to develop and implement an AI so ftware and robotics system that can be integrated i nto the
existing aeroponics system. Mr. McDoneld has over 2 5 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, LLC (“ AeroSynergy ”) is a Delaware limited liability company controll ed by certain founders of
AeroBloom. AeroSynergy has leased a cannabis-licens ed building (Cultivation, Manufacturing, and Distri bution
licenses) and is near completion of obtaining its p ower 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.
The Transaction
Pursuant to the Definitive Agreement, GCIT will acq uire all of the issued and outstanding securities o f
AeroBloom from the AeroBloom Shareholders in exchan ge for 40,608,322 common shares of GCIT (the
“Acquisition Shares ”) at the closing of the Transaction (the " Closing ") for aggregate deemed consideration of
$9,896,033 (based on the price of $0.25 per Acquisi tion Share, being the Financing Price (as defined b elow)).
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Upon completion of the Transaction, AeroBloom will become a wholly-owned subsidiary of GCIT, and GCIT will
change its name to “AeroBloom Integrated Systems Inc.” (the “Name Change ”) and carry on the business carried
on by AeroBloom (the “Resulting Issuer ”).
The completion of the Transaction is subject to a n umber of conditions precedent, including: (i) satis factory due
diligence review by the Company; (ii) completion of the Financing (as defined below); (iii) completion of the
acquisition by GCIT of a controlling interest in Ae roSynergy; (iv) receipt of requisite approvals from the
shareholders and directors of each of AeroBloom and the Company; and (v) receipt of all requisite regu latory
and third party approvals (including the conditiona l approval of Exchange). There can be no assurance that the
Transaction will be completed on the terms set out in the Definitive Agreement or at all. The Company intends
to obtain majority shareholder approval of the Transaction through written consent of its shareholders.
Upon closing of the Transaction, subject to the app roval of the Exchange, the Company will pay a finde r’s fee
consisting of 2,000,000 common shares of the Result ing Issuer (the “Finders’ Shares ”) issued in the following
denominations: (i) 500,000 Finders’ Shares to Liam L. Corcoran Law Corporation (the “ LLCLC Finders’ Shares ”),
and 1,500,000 Finders’ Shares to certain arm’s length finders.
The issuance of LLCLC Finders’ Shares to Liam L. Co rcoran Law Corporation, a corporation owned and controlled
by Liam Corcoran, a director of the Company, will b e considered to be a “related party transaction” as defined
under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special T ransactions (“MI 61-
101 ”); however, the issuance of the LLCLC Finders’ Shares is exempt from the minority shareholder approval and
formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101, as the
fair market value of the LLCLC Finders’ Shares does not exceed 25% of the Company’s market capitalization.
All Acquisition Shares and Finders’ Shares will be subject to contractual restrictions on transfer for a period of 36
months from the Closing Date, to be released in accordance with the following schedule:
Date of Automatic Timed Release Amount of Payment
Shares Released
6 months after the Closing Date 10%
12 months after the Closing Date 10%
18 months after the Closing Date 15%
24 months after the Closing Date 20%
30 months after the Closing Date 25%
36 months after the Closing Date 20%
The Financing
Prior to the completion of the Transaction, GCIT is expected to complete a non-brokered private placem ent
consisting of a minimum of 16,000,000 securities (“ Financing Securities ”) up to a maximum of 22,000,000
Financing Securities at a price of $0.25 per Financ ing Security (the “ Financing Price ”) for aggregate gross
proceeds of a minimum of $4,000,000 up to maximum o f $5,500,000 (the “Financing Proceeds ”). Except for up
to 2,000,000 Financing Securities which may, in the Company’s discretion, be common shares of GCIT
(“Financing Shares ”), all Financing Securities will be subscription receipts of GCIT (“Subscription Receipts ”).
The Financing Shares and Subscription Receipts will be issued pursuant to subscription agreements entered into
by GCIT and each of the subscribers. Each Subscript ion Receipt will be automatically converted, withou t
payment of additional consideration or further acti on by the holder thereof, into one GCIT common shar e upon
satisfaction of the escrow release conditions in ac cordance with the subscription agreements, which co nditions
include: (i) satisfaction or waiver of all conditio ns to the Exchange’s conditional approval of the Tr ansaction, (ii)
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satisfaction or waiver of all conditions to the Exc hange’s conditional approval of the Financing; and (iii) the
closing of Transaction.
It is anticipated that a finders’ fee will be paid to certain arm’s length finders in relation to the Financing
consisting of a cash payment in an amount up to a m aximum of 8% of the gross proceeds of the Financing
directly resulting from the introductions of such f inders. The finders will consist of registered arm’ s length
dealers or other permitted individuals under Canadian securities laws.
It is intended that the net proceeds from the Finan cing will be used for general working capital purpo ses of the
Resulting Issuer, growing and expanding its busines s through the operation of greenhouses, development of a
proprietary AI system, payment of employee salaries and investor relations and marketing activities fo llowing
completion of the Transaction; however, the Company may use net proceeds arising from the sale of Fina ncing
Shares in the Financing (up to a maximum of $500,00 0) to cover costs and expenses related to the Trans action
prior to completion of the Transaction. The finder’s fee and the Financing are subject to CSE approval.
Directors and Officers of the Resulting Issuer
Upon completion of the Transaction, it is anticipat ed that Mr. Darren Walz and Mr. Dale Devore will jo in the
board of directors of the Resulting Issuer, alongside GCIT's current directors, Liam Corcoran and Nick Luksha, and
that Toby Lim will resign as a director of the Comp any. It is further anticipated that GCIT's current Chief
Executive Officer, Liam Corcoran, will resign and be replaced by Mr. Walz upon completion of the Transaction.
Darren Walz, Chief Executive Officer and Director
Darren Walz is a serial entrepreneur with previous experience in retail and marketing. In 2009, he lau nched his
own successful apparel company. In 2013, he cofound ed a luxury cannabis dispensary with Dale Devore wh ich
went on to be one of the largest in Riverside Count y, California. During that time, Darren managed ove r 40
employees and the dispensary which included over 15 ,000 members and over $7,500,000 USD in annual
revenue. In 2016, Dale and Darren decided to leave the dispensary behind and broaden their focus by using their
proprietary aeroponics system to grow a variety of crops and try to find a solution to the issues abou t which
they were passionate, such as food security and climate change.
Dale Devore, Chief Innovative Officer
Dale Devore has been growing crops and developing a eroponics systems for over 30 years and is the crea tive
mind behind Aerobloom’s proprietary technology. For several years, Dale compared notes directly with R ichard
Stoner, head of the NASA-funded aeroponics research team developing systems for the growth of crops in space
without soil. Dale also co-founded two of the most highly rated luxury medical cannabis dispensaries d uring
their time of operation in California: Cafe Vale Tu do in Orange County and Cafe Canna Cabana near Palm
Springs.
Kevin McDoneld, Chief Technical Officer and Director
Kevin McDoneld has over 25 years of experience in e ngineering, team and project management, including:
management of worldwide engineering teams across 5 continents with a hands-on approach in the
development of predictive analytic algorithms to su pport leading edge projects in predictive performan ce,
predictive maintenance, and predictive failure; cre ation of AI data-gathering algorithms to support AI initiatives
for various equipment, apparatus and systems; predi ctive analytics engineering and AI innovation in th e
agricultural, offshore oil and gas, shipping fields , and for the US Navy; and mechanical, piping and H VAC system
engineering and design for automated agricultural s ystems, oil exploration and drilling, ships, milita ry, NASA,
and other land and sea industries, which has been the focus for most of his professional career.
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Liam Corcoran, Director
Liam Corcoran has extensive legal and business experience and is currently a partner of a multi-disciplinary legal
practice with an emphasis on property insurance and related litigation. Mr. Corcoran currently holds s everal
positions as a Director of Canadian publicly traded companies. As a former CEO, Mr. Corcoran oversaw t he
successful acquisition of a biotechnology company for over $30 million, resulting in a peak market cap over $200
million and $20 million in access to non-dilutive g overnment grants. Mr. Corcoran has widespread experience in
all areas of the public markets, including restructuring, financing, M&A and due diligence. Mr. Corcoran obtained
his Juris Doctorate from Thompson Rivers University Law School and holds an undergraduate degree from McGill
University.
Nick Luksha, Director
Nick has been a leader in numerous sectors includin g real estate development, investment, asset manage ment,
technology, franchising, and building management te ams to help small to medium sized businesses achiev e
controlled growth. He has considerable experience p roviding access to capital for high-growth business es
worldwide. Nick’s vast network of value-add capital sources include High Net Worth retail investors, f amily
offices, institutional investors, and broker/dealers. Having operated across Canada, the USA, and Lati n America,
Nick has cultivated a sophisticated approach to a d iverse range of professional environments. Mr. Luks ha
studied math and statistics at Concordia University and attended Harvard University for continuing studies.
Listing Statement
In connection with the Transaction and pursuant to the requirements of the CSE, the Company will file a listing
statement (“Listing Statement ”) on its issuer profile on SEDAR at www.sedar.com, which will contain details
regarding the Transaction, the Name Change, the Financing and AeroBloom.
About Glorious Creation Limited
GCIT is incorporated under the provisions of the Business Corporations Act (British Columbia) with its registered
and head office in Vancouver, British Columbia. GCI T is a “reporting issuer” in the provinces of Ontar io, British
Columbia and Alberta.
For further information, please contact:
Glorious Creation Limited
Attention: Liam Corcoran, CEO and Director
Phone: (778) 889-4966
Completion of the Transaction is subject to a numbe r of conditions, including but not limited to, CSE acceptance
and if applicable, disinterested shareholder approv al. Where applicable, the Transaction cannot close until the
required shareholder approval is obtained. There ca n be no assurance that the transaction will be comp leted as
proposed or at all.
Investors are cautioned that, except as disclosed i n the Listing Statement, any information released o r 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 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 conten ts of
this news release.
The CSE does not accept responsibility for the adequacy or accuracy of this news release.
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Cautionary Statements Regarding Forward-Looking Information:
This news release contains forward-looking informat ion within the meaning of Canadian securities laws. Such
information includes, without limitation, information regarding the terms and conditions of the Transa ction, the
terms of the Financing, the composition of the boar d of directors of the Resulting Issuer upon complet ion of the
Transaction, and the timing of completion and expec ted benefits of AeroSynergy’s power upgrade and bui lding
permit in respect of its cannabis-licensed building. Although GCIT believes that such information is reasonable, it
can give no assurance that such expectations will prove to be correct.
Forward looking information is typically identified by words such as: “believe”, “expect”, “anticipate ”, “intend”,
“estimate”, “postulate” and similar expressions, or are those, which, by their nature, refer to future events. GCIT
cautions investors that any forward-looking information provided by GCIT is not a guarantee of future results or
performance, and that actual results may differ materially from those in forward looking information as a result
of various factors, including, but not limited to: GCIT's ability to complete the Transaction; the exp ected timing
and terms of the Transaction and the Financing; the state of the financial markets for GCIT's securities; the state
of the agricultural sector in the event the Transac tion is completed; recent market volatility and pot entially
negative capital raising conditions resulting from the continued COVID-19 pandemic and risks relating to the
extent and duration of such pandemic and its impact on global markets; the conflict in Eastern Europe; GCIT's
ability to raise the necessary capital or to be ful ly able to implement its business strategies; risks related to the
timing of completion and expected benefits of AeroSynergy’s power upgrade and building permit in respect of its
cannabis-licensed building; and other risks and factors that GCIT is unaware of at this time.
The forward-looking statements contained in this news release are made as of the date of this news release. GCIT
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.
The securities referred to in this news release hav e not been, nor will they be, registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from t he U.S.
registration requirements.
This news release does not constitute an offer for sale of securities, nor a solicitation for offers t o buy any
securities.