Sweet Earth amends merger agreement with Vesalius

Executive Summary

• Sweet Earth Holdings Corp. entered into an amendment to its business combination agreement with Vesalius Longevity Labs (Canada) Inc. and Vesalius Longevity Labs (SPV) Inc., extending the completion deadline to September 7, 2026 (or later by mutual agreement).
• The amendment authorizes issuance of 11 million SPV subscription receipts at $0.50 each, which will automatically convert into common shares upon closing or waiver of conditions.
• Up to an additional 6,075,000 SPV shares may be issued: 5,075,000 via a non‑brokered private placement at $0.50 per share and 1,000,000 contingent on meeting completion conditions at the same price.

Key Details

• Amendment Date: March 11, 2026.
• Extended Completion Deadline: September 7, 2026 (or later if mutually agreed).
• Subscription Receipts:
• 11 million SPV subscription receipts issued at $0.50 each.
• Each receipt automatically converts to one common share of SPV upon satisfaction/waiver of release conditions concurrent with business‑combination completion.
• Additional SPV Share Financing:
• Up to 6,075,000 additional SPV shares may be issued.
• 5,075,000 shares issued via a non‑brokered private placement at $0.50 per share.
• 1,000,000 shares issuable at $0.50 per share upon triggering of an investment commitment tied to satisfaction of completion conditions.
• Business Combination Status:
• Still subject to customary conditions precedent, including regulatory and shareholder approvals (e.g., Canadian Securities Exchange).
• Anticipated close in Q2 2026, but no guarantee of completion on the amended terms.
• No other provisions of the original agreement were altered; all remaining terms remain in full force and effect.

Notable Quotes

(No direct quotes provided in the release.)