Sweet Earth amends merger agreement with Vesalius

Mr. Chris Cooper reports SWEET EARTH ENTERS INTO AMENDING AGREEMENT FOR VESALIUS TRANSACTION Sweet Earth Holdings Corp. has entered into an amending agreement dated March 11, 2026, among the company, Vesalius Longevity Labs (Canada) Inc. and Vesalius Longevity Labs (SPV) Inc. (SPV) to amend certain terms of the business combination agreement dated June 17, 2025, for the acquisition of Vesalius and SPV. Amendment to completion deadline The amendment extends the completion deadline for the business combination to Sept. 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 at a price of 50 cents per SPV subscription receipt. A total of 11 million SPV subscription receipts have been issued, each of which will automatically convert, without any further action on the part of the holder, into one common share of SPV 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 50 U.S. cents per SPV share; and (ii) an additional one million SPV shares will become issuable at a price of 50 U.S. cents 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 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 the time: extending healthy human life span. 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 (cannabidiol) related assets in Canada and the United States, and is actively seeking new and different business opportunities. We seek Safe Harbor.