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Sweet Earth clarifies info; Vesalius RTO closing delayed

2026-02-06 16:33 ET - News Release

Mr. Chris Cooper reports

SWEET EARTH PROVIDES CORPORATE UPDATE ON VESALIUS TRANSACTION

As a result of a review by the British Columbia Securities Commission, Sweet Earth Holdings Corp. has issued the following press release to retract and clarify its disclosure.

Vesalius Longevity Labs (Canada) Inc., through its subsidiary, Vesalius USA Inc., is currently commercially manufacturing a peptide product line in a CGMP-certified (current good manufacturing practice) Section 503A compounding pharmacy for use by licensed health care providers for health, wellness and longevity purposes in their medical practices. Vesalius's operations will comply with applicable FDA (U.S. Food and Drug Administration) laws and regulations pertaining to compounding operations, provided the conditions of Section 503A of the Federal Food Drug & Cosmetic Act are met.

Vesalius and the company anticipate that the reverse takeover business combination transaction (RTO), as announced in the company's June 18, 2025, news release, will be completed in the second quarter of 2026. The targeted closing date has been delayed due to board and management changes at the Vesalius level. Specifically, Kevin Rabbitt, Mark Patricof and Richard Serbin are no longer anticipated to hold positions with either Vesalius or the resulting issuer upon completion of the RTO.

The company also clarifies that the following individuals hold positions with Vesalius, Sweet Earth or Vesalius Longevity Labs (SPV) Inc.: (i) Shannon Anderson, who is a director of Sweet Earth (appointed Dec. 20, 2024), Vesalius (appointed Jan. 27, 2025)and SPV (appointed March 12, 2025); and (ii) Chris Cooper, who is the chief financial officer of Vesalius (appointed Nov. 28, 2025) and Sweet Earth (appointed May 15, 2020). Mr. Cooper and Ms. Anderson were both appointed to assist in an administrative capacity in respect of the amalgamating parties. Mr. Cooper and Ms. Anderson are not related parties as defined in International Accounting Standards 24 because they do not exert significant control or influence over the Vesalius entities and are not members of key management. Their appointments to the Vesalius entities were to assist in an administrative capacity in connection with the RTO.

About Vesalius Longevity Labs (Canada) Inc.

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 this time: extending healthy human lifespan.

Vesalius's 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 a 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 Holdings Corp.

Sweet Earth is a reporting issuer in the provinces of British Columbia, Alberta and Ontario, with its common shares listed on the Canadian Securities Exchange. Sweet Earth has been developing hemp- and CBD-related (cannabidiol) assets in Canada and the United States and is actively seeking new and different business opportunities.

We seek Safe Harbor.

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