22:03:09 EDT Wed 11 Mar 2026
Enter Symbol
or Name
USA
CA



Sweet Earth Holdings Corp (4)
Symbol SE
Shares Issued 12,915,044
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Sweet Earth amends merger agreement with Vesalius

2026-03-11 18:09 ET - News Release

Subject: Sweet Earth Holdings Corporation Re: News Release for Dissemination PDF Document

File: Attachment Sweet Earth News Release re Amending Agreement.pdf

SWEET EARTH ENTERS INTO AMENDING AGREEMENT FOR VESALIUS TRANSACTION

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia (March 11, 2026) Sweet Earth Holdings Corporation (CSE: SE) (FSE:1KZ1) (OTCQB: SEHCF) ("Sweet Earth" or the "Company") announces that it has entered into an amending agreement dated March 11, 2026 (the "Amendment") among the Company, Vesalius Longevity Labs (Canada) Inc. ("Vesalius") and Vesalius Longevity Labs (SPV) Inc. ("SPV") to amend certain terms of the business combination agreement dated June 17, 2025 (the "Business Combination Agreement") for the acquisition of Vesalius and SPV (the "Business Combination").

Amendment to Completion Deadline

The Amendment extends the completion deadline for the Business Combination to September 7, 2026, or such later date as may be mutually agreed between the parties in writing. The extension is intended to provide the parties with sufficient time to satisfy all conditions precedent to the completion of the Business Combination.

SPV Subscription Receipts and SPV Share Financing

The Amendment also provides for the issuance of subscription receipts by SPV ("SPV Subscription Receipts") at a price of $0.50 per SPV Subscription Receipt. A total of 11,000,000 SPV Subscription Receipts have been issued, each of which will automatically convert, without any further action on the part of the holder, into one (1) common share of SPV (each an "SPV Share") upon the satisfaction or waiver of the applicable release conditions concurrently with the completion of the Business Combination.

The Amendment also provides for the issuance of up to an additional 6,075,000 SPV Shares, of which: (i) 5,075,000 were issued pursuant to a non-brokered private placement of SPV Shares at a price of USD $0.50 per SPV Share; and (ii) an additional 1,000,000 SPV shares will become issuable at a price of US $0.50 per SPV Share pursuant to an investment commitment which becomes triggered upon the satisfaction of the conditions precedent to the completion of the Business Combination.

The Business Combination

The Business Combination remains subject to the satisfaction of customary conditions precedent, including the receipt of all required regulatory and shareholder approvals, including approval of the Canadian Securities Exchange and is anticipated to close in the second quarter of 2026. Except as expressly amended by the Amendment, the Business Combination Agreement remains in full force and effect. There can be no assurance that the Business Combination will be completed on the terms described herein or at all.

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.

Our 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

LEGAL_48986790.1 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.

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. Sweet Earth has been developing hemp and CBD related assets in Canada and the United States and is actively seeking new and different business 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 provider accepts responsibility for the adequacy or accuracy of this release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts 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: (i) the anticipated completion of the Business Combination and the timing thereof; (ii) the satisfaction or waiver of conditions precedent to the completion of the Business Combination, including the receipt of all required regulatory and shareholder approvals and approval of the Canadian Securities Exchange; (iii) the automatic conversion of the SPV Subscription Receipts into SPV Shares upon satisfaction or waiver of the applicable release conditions; (iv) the issuance of additional SPV Shares pursuant to the investment commitment upon satisfaction of the conditions precedent to the Business Combination; (v) the anticipated closing of the Business Combination in the second quarter of 2026; and (vi) any future press releases and disclosure relating to the foregoing. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

LEGAL_48986790.1

Word Document

File: '\\swfile\EmailIn\20260311 145209 Attachment Sweet Earth News Release re Amending Agreement.docx'

LEGAL_48986790.1

LEGAL_48986790.1

SWEET EARTH ENTERS INTO AMENDING AGREEMENT FOR VESALIUS TRANSACTION

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia (March 11, 2026) - Sweet Earth Holdings Corporation (CSE: SE) (FSE:1KZ1) (OTCQB: SEHCF) ("Sweet Earth" or the "Company") announces that it has entered into an amending agreement dated March 11, 2026 (the "Amendment") among the Company, Vesalius Longevity Labs (Canada) Inc. ("Vesalius") and Vesalius Longevity Labs (SPV) Inc. ("SPV") to amend certain terms of the business combination agreement dated June 17, 2025 (the "Business Combination Agreement") for the acquisition of Vesalius and SPV (the "Business Combination").

Amendment to Completion Deadline

The Amendment extends the completion deadline for the Business Combination to September 7, 2026, or such later date as may be mutually agreed between the parties in writing. The extension is intended to provide the parties with sufficient time to satisfy all conditions precedent to the completion of the Business Combination.

SPV Subscription Receipts and SPV Share Financing

The Amendment also provides for the issuance of subscription receipts by SPV ("SPV Subscription Receipts") at a price of $0.50 per SPV Subscription Receipt. A total of 11,000,000 SPV Subscription Receipts have been issued, each of which will automatically convert, without any further action on the part of the holder, into one (1) common share of SPV (each an "SPV Share") upon the satisfaction or waiver of the applicable release conditions concurrently with the completion of the Business Combination.

The Amendment also provides for the issuance of up to an additional 6,075,000 SPV Shares, of which: (i) 5,075,000 were issued pursuant to a non-brokered private placement of SPV Shares at a price of USD $0.50 per SPV Share; and (ii) an additional 1,000,000 SPV shares will become issuable at a price of US $0.50 per SPV Share pursuant to an investment commitment which becomes triggered upon the satisfaction of the conditions precedent to the completion of the Business Combination.

The Business Combination

The Business Combination remains subject to the satisfaction of customary conditions precedent, including the receipt of all required regulatory and shareholder approvals, including approval of the Canadian Securities Exchange and is anticipated to close in the second quarter of 2026. Except as expressly amended by the Amendment, the Business Combination Agreement remains in full force and effect. There can be no assurance that the Business Combination will be completed on the terms described herein or at all.

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.

Our 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.

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. Sweet Earth has been developing hemp and CBD related assets in Canada and the United States and is actively seeking new and different business 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 provider accepts responsibility for the adequacy or accuracy of this release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts 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: (i) the anticipated completion of the Business Combination and the timing thereof; (ii) the satisfaction or waiver of conditions precedent to the completion of the Business Combination, including the receipt of all required regulatory and shareholder approvals and approval of the Canadian Securities Exchange; (iii) the automatic conversion of the SPV Subscription Receipts into SPV Shares upon satisfaction or waiver of the applicable release conditions; (iv) the issuance of additional SPV Shares pursuant to the investment commitment upon satisfaction of the conditions precedent to the Business Combination; (v) the anticipated closing of the Business Combination in the second quarter of 2026; and (vi) any future press releases and disclosure relating to the foregoing. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

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