THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia (September 3, 2026) – Sweet Earth Holdings Corporation (CSE: SE) (FSE:1KZ1) (OTCQB: SEHCF) (“Sweet Earth” or the “Company”) is pleased to announce that, further to its news releases dated March 4, 2025, June 18, 2025, and March 11, 2026 the Company has received conditional approval from the Canadian Securities Exchange (the “CSE”) for the Company’s proposed transaction (the “Transaction”) with Vesalius Longevity Labs (Canada) Inc. (“Vesalius”) and Vesalius Longevity Labs (SPV) Inc. (“Finco”).
Pursuant to, and on closing of the Transaction, Vesalius and Finco will amalgamate (the “Amalgamation”) with a wholly owned subsidiary of the Company to form a corporation (“Amalco”). And, pursuant to the Amalgamation, the resulting issuer (the “Resulting Issuer”) will acquire all of the issued and outstanding securities of Amalco, and the existing shareholders of Finco will receive one share of the Resulting Issuer for every share of Finco held and each existing shareholder of Vesalius will receive one share of the Resulting Issuer for every two (2) shares of Vesalius held resulting in the securityholders of Vesalius and Finco becoming securityholders of the Resulting Issuer. Upon completion of the Transaction, the Resulting Issuer will, through Amalco, carry on the business of Vesalius. The Transaction constitutes a “fundamental change” pursuant to CSE Policy 8 – Fundamental Changes and Changes of Business for the Company. The requalification of listing of the Company’s common shares on the CSE is subject to the satisfaction of customary listing conditions and the final approval of the Transaction by the CSE.
Upon the receipt of the CSE’s conditional approval, the Company is pleased to announce that the escrow release conditions applicable to the subscription receipts (the “Subscription Receipts”) issued by Finco on March 11, 2026 have been satisfied in accordance with their terms. As a result, the Subscription Receipts will automatically convert into common shares of Finco, without any further action on the part of the holders thereof and without payment of any additional consideration.
About Sweet Earth
Sweet Earth is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario with its common shares listed on the CSE.
About Vesalius
Vesalius owns and operates Vesalius USA Inc., which owns and operates as a company dedicated exclusively to the sale and distribution of peptides and bioregulators through a global network of doctors and health professionals. Vesalius is committed to leading investment in the most transformative and impactful health sector of our time: extending healthy human lifespan.
Vesalius’ mission is clear: harness innovations in biotechnology, regenerative medicine, and peptide therapies to help empower individuals to live longer, healthier lives. Backed by a distinguished team of industry leaders, researchers, and innovators, Vesalius is driven by a management team and board of directors with track record of success in scaling high-impact businesses. Vesalius offers a unique opportunity for investors to be at the forefront of this commanding trend.
ON BEHALF OF THE BOARD
“Chris Cooper”
Chris Cooper, CFO and Director
For additional information
Contact: Chris Cooper / CFO and Director. Telephone: (604) 307-8290. Email: info@sweetearthcbd.com
For Vesalius Longevity Labs — Contact: Julia Becker / VP, Capital Markets. Telephone: +1 (604) 785-0850. Email: jbecker@vesaliuslabs.com
The CSE has neither approved nor disapproved the contents of this press release.