Press Release: Sweet Earth Enters into Definitive Agreement to Acquire Vesalius
SWEET EARTH ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIREVESALIUS
THIS NEWS RELEASE IS NOT FORDISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Vancouver,British Columbia (June 18, 2025) – Sweet Earth Holdings Corporation (CSE:SE) (FSE:1KZ1) (OTCQB: SEHCF) (“Sweet Earth” or the “Company”)is pleased to announce that,further to its news release dated March 4, 2025, it has entered into adefinitive business combination agreement dated June 17, 2025 (the “Business Combination Agreement”) with VesaliusLongevity Labs (Canada) Inc. (“Vesalius”)and Vesalius Longevity Labs (SPV) Inc. (“SPV”),pursuant to which the Company will acquire all of the issued and outstandingshares of Vesalius and SPV (the “Transaction”).The closing of the Transaction is expected to occur in the third quarter of 2025.
In accordance with the terms and conditionsof the Business Combination Agreement, the Transaction will be completed by wayof a three-cornered amalgamation, whereby, among other things: (i) 1523847 B.C.Ltd. (“Subco”), a wholly-owned subsidiary of the Company incorporated for the purpose of effecting the Transaction,will amalgamate (the “Amalgamation”) with Vesalius and SPV to form an amalgamated company (“Amalco”);(ii) holders of common shares in the capital of Vesalius (each, a “Vesalius Share”) will receive one (1) commonshares in the capital of the Company(a “Company Share”) for eachtwo (2) Vesalius Shares held and the VesaliusShares will be cancelled; (iii) holders of common shares inthe capital of SPV (each, an “SPV Share”) will receiveone Company Share for each SPV Share held and the SPV Shares will be cancelled (iv); Amalcowill become a wholly-owned subsidiary of the Company; and (v) the Company willchange its name to “Vesalius Longevity Labs Inc.”, or such other similar nameas may be accepted by the relevant regulatory authorities and approved by theboard of directors (the “Board”) ofthe Company (the “Name Change”).Following completion of the Transaction, the former securityholders of Vesaliusand SPV will hold approximately 80% of the issued and outstanding CompanyShares on a fully diluted basis. Company Sharesissued to formerVesalius shareholders shall be subject to escrow conditions as required by applicable securities laws, including the Canadian SecuritiesExchange (the “CSE”) and voluntary escrow conditions set out in theBusiness Combination Agreement.
The Transaction will constitute a “Fundamental Change”,as such term is definedin the policies of the CSE,and completion thereof will be subject to a number of conditions customary fora transaction of this nature, including but not limited to the receipt ofrequired regulatory and corporate approvals and approval of the Amalgamation bythe shareholders of Vesalius, SPV, and the Company.
Trading in the Company Shares has beenhalted, and will remain halted, pending review and approval of the Transactionby the CSE. The Transaction is an arms’ length transaction. For furtherinformation with respect to the Transaction, please refer to the BusinessCombination Agreement, which is available on the Company’s profile at www.sedarplus.com.
ConcurrentFinancings
In connectionwith the Transaction, SPV completed a private placement of SPV Shares at aprice of US $0.50 per SPV Share for total gross proceeds of US $8,969,460.Vesalius Canada completed a private placement of Vesalius Shares at a price of$0.02 per Vesalius Share for total gross proceeds of US $390,000.
Resulting Issuer Board, Management, andAdvisors
On closing of the Transaction, the current directorsof the Company will resign their respective positions, and the board shall bereconstituted to Kevin Rabbitt, HRH Prince Khaled bin Alwaleed Al Saud, AhmedAlkhoshaibi, Mark Patricof, Joel Leonoff, Richard Serbin, and Bob McCue. Themanagement of the Resulting Issuer is anticipated to consist of Kevin Rabbitt,Chief Executive Officer and ChristopherR. Cooper, Chief Financial Officer and Corporate Secretary in addition tonominees from Vesalius.
Board of Directors
Kevin Rabbitt Chief Executive Officer, Director
Kevin Rabbitt previously wasCEO and Board Director at Hornblower Group, a global experiential travel leaderserving 20 million annual guests, operating in over 100 countries under thebrands of Journey Beyond, City Cruises, Walks, and Venture Ashore. Hornblowerwas owned by Crestview Partners.
Prior to Hornblower Rabbittwas Chairman, CEO, and Board Director at NEP Group, the global leader intechnical broadcast and live event production focused on sports andentertainment, providing engineering and complex technical solutions to leadingmedia companies. American Securities Capital Partners brought Rabbitt in asCEO. During Rabbitt’s tenure, the business was sold to Crestview Partners andultimately to Carlyle Group.
Earlier CEO roles included 3Day Blinds, a leading manufacturer and retailer of custom window coveringsowned by TPG; and Global Experience Specialists (GES), a global face-to-faceevents and tradeshow services company, at the time the largest division ofViad, a NYSE publicly listed company.
Additionally, Rabbitt servesas an Operating Executive for Crestview Partners supporting portfolio companiesin Board Director roles. Current Director roles include Congruex andOneMagnify. Prior Director roles included TenCate Grass, FC3, Hornblower, andViad Corp.
Rabbitt holds an MBA from theHarvard Business School, and a BA from Rice University. While at Rice, Rabbittwas captain and point guard for the Men’s Basketball team.
HRH Prince Khaled bin AlwaleedAl Saud
As a figure of business,technology enthusiast, and investor, HRH Prince Khaled bin Alwaleed bin TalalAl Saud is a firm proponent of clean energy, healthy living, and a motivatedvoice for entrepreneurship.
A member of the Saudi Arabianroyal family, Prince Khaled was born in California and spent his youth inRiyadh under the mentorship of his father, philanthropist HRH Prince Alwaleedbin Talal Al Saud, Chairman and founder of Kingdom Holding Company.
Today, with holdings on threecontinents, Prince Khaled stands at the gateway between the Middle East’sevolving economies and the Western world.
As a venture capitalist whoviews nascent and emerging technologies as the path to alleviating many oftoday’s pressing global issues, Prince Khaled’s sector agnostic investments intechnology span several different disciplines including fintech, AgTech, foodtechnology, B2B SaaS, aviation and transportation technologies, energytechnology, biotechnology, entertainment and broadcast technologies, and more.
The founder and ChiefExecutive Officer of KBW Ventures, Prince Khaled works across several tiers andlevels of the business. In the real estate and property markets, Prince Khaledserves as Executive Vice Chairman and co-founder of Arada, a UAE-based developmentcompany.
Ahmed Alkhoshaibi
AhmedAlkhoshaibi is the Group Chief Executive Officer of KBW Investments, and the Chief ExecutiveOfficer of ARADA, Arada is a privately heldproperty development company, based in the United Arab Emirates, with aninitial focus on the emirate of Sharjah.
Thecompany was founded in 2017 by Sheikh Sultan bin Ahmed Al Qasimi, chairmanof Basma Group, and Prince Khaled bin Alwaleed bin Talal Alsaud.
Priorto the formation of KBW Investments, as a serial entrepreneur, Alkhoshaibifounded, managed, and orchestrated several profitable exits in a number ofindustries with operations that varied in size and scale. With practicalleadership and executive experience across a number of sectors, Alkhoshaibi’seducational background includes a degree in business finance together with anexecutive MBA.
Richard Serbin
Richard Serbin was Chief FDA Counsel at RevlonCorporation, and Chief FDA for Johnson & Johnson Corporation. He wasalso Vice President of Corporate Development at Johnson & Johnson and saton the Board of Directors of sixteen of its domestic and internationaloperating companies including its companies involved in biotechnology,dermatology, female health, veterinary medicine, photodynamic therapy, woundcare, artificial heart valves, surgical and consumer products.
Richard is a global strategy advisors and entrepreneurwith credentials in both pharmacy and law, complemented by more than 40 yearsof service as an FDA Regulatory Attorney, and Patent Attorney in the healthcareindustry. Mr. Serbin is an expert in licensing healthcare products andtechnologies in both the domestic and international markets.
He serves as Managing Director of Platform HealthVentures, a healthcare strategic and tactical consulting group. He servedas President of Bradley Pharmaceuticals; Chief Operating Officer of the GorlinCompanies; Co-founder of Radius Scientific (sold to Pearson Plc); President ofAdvanced Therapeutics Communications; President of Professional Post GraduateService; Vice President of Physician World Communications; President ofMedication Service; Co-founder and President of Bio-Imaging Technologies (Sold toCovance); Co-Founder of Optigenex; President of Oxford Market Research; and,Executive Vice President of Kimberly Quality Care.
He has been a member of private and public Boards ofDirectors including: Co Diagnostics (Chairman of the Compensation Committee;Mountainside Hospital; Bio-Imaging Technologies (licensed technology from NASALANDSAT program); DemeRx (Chairman of the Board); Gilrose (Chairman of theBoard; and Seaweed Bio-Technology.
Joel Leonoff
Joel Leonoff is a seasonedtechnology entrepreneur and executive with over 30 years of experience inscaling and managing high-growth technology companies, particularly in theglobal electronic commerce and payment sectors. He is currently the CEO and Chairman of KORT Payments.
He is best known as theco-founder of Paysafe Group, a leading global payments provider. Under hisleadership, the company grew rapidly, becoming one of the most significantplayers in the digital payments industry. In late 2017, the company wasacquired in a landmark privatization deal by Blackstone and CVC CapitalPartners for approximately $4 billion.
Joel’s career has been markedby a focus on creating value through innovation, strategic acquisitions, andorganic growth. His leadership resulted in significant expansion and theintegration of various payment technologies, making it a preferred platform formerchants worldwide.
Mark Patricof
Mark is an accomplished mediaexecutive and seasoned investment banker with extensive leadership andoperational experience in the finance, entertainment, technology, and sportsindustries.
In 2018 Mark founded PatricofCo (P/Co), a highly differentiated direct investing platform leveraging theunique talents of professional athletes to drive enhanced performance. The firm was founded to capitalize on theopportunity to address a significant unmet need in the market by providing highcaliber advice and services to support elite professional athletes as theyincreasingly become involved in private market investments. Through the deeprelationships formed through its advisory business, P/Co was able to create ahighly differentiated and proprietary direct investment strategy. The strategicvalue-add of P/Co’s athlete clients grants the firm access to off-market dealsled by top-performing private equity funds and allows the firm to uniquely supportthe growth of its portfolio companies. The firm’s initial focus has been onlate-stage growth and buyout transactions in consumer-facing businesses withstrong brands.
Prior to founding P/Co, Markserved as a Managing Director and TMT Group Head at investment bank HoulihanLokey. Notable transactions while there include the sale of Gawker Media toUnivision and the sale of Webster Hall to AEG Presents and BSE Global. Mark hasalso founded or held senior roles at high-level institutions including Mediaand Entertainment Strategy Advisors (MESA), MESA Ventures, Rockwell Group, and<kpe>.
Mark began his career at CAA.Mark received a BA from Emory University.
Bob McCue
Robert McCue retired fromBennet Jones as a partner to focus solely on entrepreneurial ventures, Prior toBennet Jones Bob was a partner in the tax department of another prominentCanadian law firm.
Bob focused on tax litigationand dispute resolution, corporate structures and strategic planning. Asignificant component of his practice included transactional and opinion workon domestic and cross-border matters, the sale or reorganization of publiclytraded and private entities, financings, limited partnerships, and scientificresearch and experimental development.
Bob received his B.A., M.B.A.and LL.B., with distinction, from the University of Alberta. He was called tothe bar in Alberta (1993) and British Columbia (1986).
In addition to the board andofficers, Vesalius has assembled a formidable Special Advisory Board including:
Gary Brecka - ‘The UltimateHuman’
GaryBrecka stands as a visionary founder and the driving force behind The UltimateHuman, where he leverages over two decades of experience as a human biologistand biohacker to enhance human longevity and performance.
Gary's influence extends into the realm of digitalmedia, where he hosts a top podcast in longevity. His insights andtransformative health strategies have earned him acclaim from prominent figuressuch as Joe Rogan, Mark Zuckerberg and Dana White of the UFC. Furthermore, Garyis an active member of the Make America Healthy Again initiative, collaboratingclosely with other experts under the guidance of Robert F Kennedy to promotenational health improvement in the United States of America.
Ben Greenfield - WellnessEntrepreneur and Biohacking Pioneer
Ben Greenfield is a prominent healthconsultant, entrepreneur, and bestselling author who brings a dynamic mix ofperformance science, holistic health, and entrepreneurial acumen to thewellness industry. With over 20 years of experience.
Benhas been voted by the NSCA as America’s top Personal Trainer and named as oneof the top 100 Most Influential People In Health And Fitness. Ben has alsoappeared in and been a contributor to Forbes, Men’s Health, Fox News, and hasbeen featured in WebMD, Men’s Fitness, NBC, Fox, CBS Sports, Outside Magazine,and beyond.
Chris Bumstead - Titan ofFitness and Business Acumen
ChrisBumstead, universally celebrated as 'Cbum,' stands as a colossus in the worldof fitness and entrepreneurial success. Crowned the undisputed Classic PhysiqueMr. Olympia 6 times, his reign at the pinnacle of the sport is not just atestament to his physical prowess but also to his strategic mindset, which haspropelled him to celebrity status.
On social media, Chris commands an army of over 25million dedicated followers on Instagram alone, where his handle 'Cbum' hasbecome synonymous with inspirational content, workout tips, and a transparentglimpse into the life of a champion.
His social media influence extends far beyond typicalfitness advice; it's a powerful platform for brand partnerships and influentialendorsements, making him one of the most sought-after figures in the fitnessindustry.
George Kittle- NFL Superstarand Entrepreneurial Visionary
GeorgeKittle is a professional football player for the San Francisco 49ers, widelyregarded as one of the NFL's premier tight ends. Known for his exceptionalathleticism, tenacity, and leadership, Kittle has redefined the role of a tightend in modern football, becoming a cornerstone of the 49ers’ offense sincebeing drafted in 2017.
George is also an active philanthropist and brandambassador, working with companies and causes that reflect his commitment toexcellence, community, and personal growth. His partnerships with major brandsand his dynamic presence on social media make him a fan favorite and arespected voice in the sports industry.
Witha relentless drive for success both on and off the gridiron, George Kittlecontinues to inspire with his passion, professionalism, and entrepreneurialspirit, proving that his impact extends far beyond the game of football.
Vesalius has also assembled a formidableScientific Advisory Board including:
Dr. Matt Cook - MD, FAARM,ABAARM
Dr. Cook is a global thought leader,educator, and innovator in regenerative medicine, combining cutting-edge,non-surgical medicine and integrative care to harness the body’s naturalhealing power. Capable of addressing the most challenging conditions, hisproprietary multimodal approach regenerates, repairs, and restores health on acellular level. Dr. Cook is the founder of BioReset® Medical and BioReset®International.
Dr. Jonathan Kuo, MD
Jonathann Kuo, MD is a doubleboard-certified physician with over 15 years of expertise in InterventionalOrthopedics, Interventional Mental Health, and Regenerative and Anti-AgingMedicine. He is the founder of Hudson Health, New York City’s premier interventionalpain management practice, and Extension Health, a state-of-the-art longevitycenter dedicated to optimizing health span through advanced diagnostics andanti-aging protocols.
Dr Melissa Peterson
Founderand Director of the Human Longevity Institute. Dr. Melissa Peterson is a sought-outexpert in thriving! As a visionary female leader in the fields of humanpotential and precision longevity, she redefines the limits of what ispossible in human flourishing. For over 20 years as a doctor,best-selling author, TEDx speaker and thought leader in the integrative health& wellness industry
Kevin Serre Ph.D.
Kevin Serre, Ph.D., is an accomplished humanperformance consultant with over 17 years of experience. His educationalbackground includes a Doctor of Philosophy (PhD) in Exercise Physiology fromBond University, along with a Master of Sports Science and a Bachelor ofScience (Honours). Kevin's earlier roles include serving as a Strength andConditioning Specialist with the Canadian Special Operations Regiment (CSOR),where he designed and implemented performance and rehabilitative programs forspecial forces operators.
Finder’sFees
In connectionwith the Transaction, fees of 3,900,000 shares of Sweet Earth and US$200,000 incash finder’s fees will be paid to certain parties, having assisted in thetransaction by providing capital markets advisory services.
AboutVesalius Longevity Labs
Vesalius ownsand operates Vesalius USA Inc., which owns and operates as a company at theforefront of the peptide revolution dedicated exclusively to the sale anddistribution of premium peptides and bioregulators through a global network ofdoctors and health professionals. Vesalius is committed to leading investment in the most transformativeand impactful health sector of our time: extending healthy human lifespan.
Our missionis clear: harness cutting-edge innovations in biotechnology, regenerativemedicine, and peptide therapies to 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 boardof directors with track record of success in scaling high-impact businesses.
The peptide& longevity space is poised for exponential growth, and Vesalius offers aunique opportunity for investors to be at the forefront of this commandingtrend. We are not just a company; we are a gateway to the future of humanhealth—delivering solutions and investing in breakthroughs that can unlockdecades of healthy living for millions.
AboutSweet Earth
Sweet Earth is a reporting issuer in theProvinces of British Columbia, Alberta and Ontario with its common shareslisted on the CSE. Sweet Earth has been developing hemp and CBD related assetsin Canada and the United States and is actively seeking new and differentbusiness opportunities.
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
Neither the CSE nor its regulation services provideraccepts responsibility for the adequacy or accuracy of this release.
CAUTION REGARDING FORWARD-LOOKING INFORMATION This news release includes certainstatements that may be deemed “forward-looking statements”. All statements inthis new release, other than statements of historical facts, that addressevents or developments that the Company expects to occur, are forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and are generally, but not always, identified by the words “expects”,“plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”,“potential” and similar expressions, or that events or conditions “will”,“would”, “may”, “could” or “should” occur. Forward-looking information in this press release may include,without limitation, statements relating to: the completion of the Transaction,the timing thereof, and on the terms described herein, obtaining theappropriate approvals required with respect to the Transaction the completionof the name change, shareholder and regulatory approvals, and future pressreleases and disclosure. Although the Company believes theexpectations expressed in such forward-looking statements are based onreasonable assumptions, such statements are not guarantees of futureperformance and actual results may differ materially from those in the forward-lookingstatements. Investors are cautioned that any such statements are not guaranteesof future performance and actual results or developments may differ materiallyfrom those projected in the forward-looking statements. Forward-looking statementsare based on the beliefs, estimates and opinions of the Company’s management onthe date the statements are made. Except as required by applicable securitieslaws, the Company undertakes no obligation to update these forward-lookingstatements in the event that management's beliefs, estimates or opinions, orother factors, should change.
Not for distribution to U.S. Newswire Services orfor dissemination in the United States. Any failure to comply with thisrestriction may constitute a violation of U.S. Securities laws.
