Aeroponics Integrated Systems Inc. entered into an agreement to acquire Glorious Creation Limited (CNSX:GCIT.X) for CAD 12.6 million in a reverse merger transaction on May 3, 2022. Pursuant to the Definitive Agreement, GCIT will acquire all of the issued and outstanding securities of AeroBloom in exchange for 40.608322 million common shares. GCIT is expected to complete a non-brokered private placement minimum of CAD 4 million up to maximum of CAD 5.5 million. Upon completion of the Transaction GCIT will change its name to “AeroBloom Integrated Systems Inc.” Upon completion of the Transaction, Darren Walz and Dale Devore will join the board of directors alongside GCIT's current directors, Liam Corcoran and Nick Luksha, and that Toby Lim will resign as a director and Liam Corcoran, will resign and be replaced by Walz. AeroBloom will pay a termination fee of CAD 1 million to GCIT, in case AeroBloom terminates the transaction.

The completion of the Transaction is subject to a number of conditions precedent, including: (i) satisfactory 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 AeroSynergy; (iv) receipt of requisite approvals from the shareholders and directors of each of AeroBloom and the Company; (v) receipt of all requisite regulatory and third party approvals (including the conditional approval of Exchange) ; (vi) the Concurrent Financing shall have either been completed or all conditions necessary to completion shall have been satisfied other than the completion of the Transaction, in either case resulting in gross proceeds to the Purchaser of at least CAD 4,000,000; and (vii) completion of the Bridge Financing, if AeroBloom elects to conduct the Bridge Financing. 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. All the Shareholders have agreed to the transaction. As of September 13, 2022, the outside date to complete the transaction is July 31, 2023.

Darren Walz of Lockett + Horwitz acted as legal advisor to Aeroponics Integrated Systems Inc. Justin Kates of DuMoulin Black LLP acted as legal advisor to Glorious Creation Limited.