Subject: Sweet Earth Holdings Corporation Re: News for Dissemination
PDF Document
File: Attachment Sweet Earth News Release Announcing Conditional Approval of Listing.pdf
SWEET EARTH ANNOUNCES CSE CONDITIONAL APPROVAL OF
VESALIUS RTO
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
LEGAL_49697605.2
The CSE has neither approved nor disapproved the contents of this press 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 and specifically include statements regarding the closing of the Transaction and the receipt
of final approval of the Transaction from the CSE. 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.
LEGAL_49697605.2
Word Document
File: '\\swfile\EmailIn\20260903 080553 Attachment Sweet Earth News Release Announcing Conditional Approval of Listing.docx'
LEGAL_49697605.2
SWEET EARTH ANNOUNCES CSE CONDITIONAL APPROVAL OF VESALIUS RTO
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
The CSE has neither approved nor disapproved the contents of this press 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 and specifically include statements regarding the closing of the Transaction and the receipt of final approval of the Transaction from the CSE. 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.
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