Mr. Chris Cooper reports

SWEET EARTH ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE VESALIUS

Further to its news release dated March 4, 2025, Sweet Earth Holdings Corp. has entered into a definitive business combination agreement dated June 17, 2025, with Vesalius Longevity Labs (Canada) Inc. and Vesalius Longevity Labs (SPV) Inc., pursuant to which the company will acquire all of the issued and outstanding shares of Vesalius and SPV. The closing of the transaction is expected to occur in the third quarter of 2025.

In accordance with the terms and conditions of the business combination agreement, the transaction will be completed by way of a three-cornered amalgamation, whereby, among other things: (i) 1523847 b.C. Ltd. (Subco), a wholly owned subsidiary of the company incorporated for the purpose of effecting the transaction, will amalgamate with Vesalius and SPV to form an amalgamated company (Amalco); (ii) holders of common shares in the capital of Vesalius will receive one common shares in the capital of the company for every two Vesalius shares held and the Vesalius shares will be cancelled; (iii) holders of common shares in the capital of SPV will receive one company share for each SPV share held and the SPV shares will be cancelled (iv); Amalco will become a wholly owned subsidiary of the company; and (v) the company will change its name to Vesalius Longevity Labs Inc. or such other similar name as may be accepted by the relevant regulatory authorities and approved by the board of directors of the company. Following completion of the transaction, the former securityholders of Vesalius and SPV will hold approximately 80 per cent of the issued and outstanding company shares on a fully diluted basis. Company shares issued to former Vesalius shareholders shall be subject to escrow conditions as required by applicable securities laws, including the Canadian Securities Exchange and voluntary escrow conditions set out in the business combination agreement.

The transaction will constitute a fundamental change, as such term is defined in the policies of the CSE, and completion thereof will be subject to a number of conditions customary for a transaction of this nature, including, but not limited to, the receipt of required regulatory and corporate approvals and approval of the amalgamation by the shareholders of Vesalius, SPV and the company.

Trading in the company shares has been halted and will remain halted, pending review and approval of the transaction by the CSE. The transaction is an arm's-length transaction. For further information with respect to the transaction, please refer to the business combination agreement, which is available on the company's profile on SEDAR+.

Concurrent financings

In connection with the transaction, SPV completed a private placement of SPV shares at a price of 50 U.S. cents per SPV share for total gross proceeds of $8,969,460 (U.S.). Vesalius Canada completed a private placement of Vesalius shares at a price of two cents per Vesalius share for total gross proceeds of $390,000 (U.S.).

Resulting issuer board, management and advisers

On closing of the transaction, the current directors of the company will resign their respective positions, and the board shall be reconstituted to Kevin Rabbitt, Prince Khaled bin Alwaleed bin Talal Al-Saud, Ahmed Alkhoshaibi, Mark Patricof, Joel Leonoff, Richard Serbin and Robert (Bob) McCue. The management of the resulting issuer is anticipated to consist of Mr. Rabbitt, chief executive officer, and Christopher R. Cooper, chief financial officer and corporate secretary, in addition to nominees from Vesalius.

Board of directors

Mr. Rabbitt -- chief executive officer and director

Mr. Rabbitt previously was CEO and board director at Hornblower Group, a global experiential travel leader serving 20 million annual guests, operating in over 100 countries under the brands of Journey Beyond, City Cruises, Walks and Venture Ashore. Hornblower was owned by Crestview Partners. Prior to Hornblower, Mr. Rabbitt was chairman, CEO and board director at NEP Group, the global leader in technical broadcast and live event production focused on sports and entertainment, providing engineering and complex technical solutions to leading media companies. American Securities Capital Partners brought Mr. Rabbitt in as CEO. During Mr. Rabbitt's tenure, the business was sold to Crestview Partners and ultimately to Carlyle Group.

Earlier CEO roles included 3 Day Blinds, a leading manufacturer and retailer of custom window coverings owned by TPG, and Global Experience Specialists (GES), a global face-to-face events and trade show services company, at the time the largest division of Viad Corp., a company publicly listed on the New York Stock Exchange.

Additionally, Mr. Rabbitt serves as an operating executive for Crestview Partners supporting portfolio companies in board director roles. Current director roles include Congruex and OneMagnify. Prior director roles included TenCate Grass, FC3, Hornblower and Viad.

Mr. Rabbitt holds an MBA from the Harvard Business School and a BA from Rice University. While at Rice, Mr. Rabbitt was captain and point guard for the men's basketball team.

Khaled bin Alwaleed bin Talal Al-Saud

As a figure of business, technology enthusiast and investor, Khaled bin Alwaleed bin Talal Al-Saud is a firm proponent of clean energy, healthy living, and a motivated voice for entrepreneurship.

A member of the Saudi Arabian royal family, Khaled bin Alwaleed bin Talal Al-Saud was born in California and spent his youth in Riyadh under the mentorship of his father, philanthropist Alwaleed bin Talal Al-Saud, chairman and founder of Kingdom Holding Company.

Today, with holdings on three continents, Khaled bin Alwaleed bin Talal Al-Saud stands at the gateway between the Middle East's evolving economies and the Western world.

As a venture capitalist who views nascent and emerging technologies as the path to alleviating many of today's pressing global issues, Khaled bin Alwaleed bin Talal Al-Saud's sector-agnostic investments in technology span several different disciplines including fintech (financial technology), AgTech (agricultural technology), food technology, B2B (business-to-business) SaaS (software as a service), aviation and transportation technologies, energy technology, biotechnology, entertainment and broadcast technologies, and more.

The founder and chief executive officer of KBW Ventures, Khaled bin Alwaleed bin Talal Al-Saud works across several tiers and levels of the business. In the real estate and property markets, Khaled bin Alwaleed bin Talal Al-Saud serves as executive vice-chairman and co-founder of Arada, a United Arab Emirates-based development company.

Mr. Alkhoshaibi

Mr. Alkhoshaibi is the group chief executive officer of KBW Investments and the chief executive officer of Arada, a privately held property development company, based in the United Arab Emirates, with an initial focus on the emirate of Sharjah.

The company was founded in 2017 by Sheikh Sultan bin Ahmed Al-Qasimi, chairman of Basma Group, and Khaled bin Alwaleed bin Talal Al-Saud.

Prior to the formation of KBW Investments, as a serial entrepreneur, Mr. Alkhoshaibi founded, managed and orchestrated several profitable exits in a number of industries with operations that varied in size and scale. With practical leadership and executive experience across a number of sectors, Mr. Alkhoshaibi's educational background includes a degree in business finance, together with an executive MBA.

Mr. Serbin

Mr. Serbin was chief FDA (U.S. Food and Drug Administration) counsel at Revlon Corp. and chief FDA counsel for Johnson & Johnson Corp. He was also vice-president of corporate development at Johnson & Johnson and sat on the board of Directors of 16 of its domestic and international operating companies, including its companies involved in biotechnology, dermatology, female health, veterinary medicine, photodynamic therapy, wound care, artificial heart valves, and surgical and consumer products.

Mr. Serbin is a global strategy adviser and entrepreneur with credentials in both pharmacy and law, complemented by more than 40 years of service as an FDA regulatory attorney and patent attorney in the health care industry. Mr. Serbin is an expert in licensing health care products and technologies in both the domestic and international markets.

He serves as managing director of Platform Health Ventures, a health care strategic and tactical consulting group. He served as president of Bradley Pharmaceuticals, chief operating officer of the Gorlin Companies, co-founder of Radius Scientific (sold to Pearson PLC), president of Advanced Therapeutics Communications, president of Professional Post Graduate Service, vice-president of Physician World Communications, president of Medication Service, co-founder and president of Bio-Imaging Technologies (sold to Covance), co-founder of Optigenex, president of Oxford Market Research, and executive vice-president of Kimberly Quality Care.

He has been a member of private and public boards of directors, including: Co Diagnostics (chairman of the compensation committee), Mountainside Hospital, Bio-Imaging Technologies (licensed technology from NASA (National Aeronautics and Space Administration) Landsat program), DemeRx (chairman of the board), Gilrose (chairman of the board) and Seaweed Bio-Technology.

Mr. Leonoff

Mr. Leonoff is a seasoned technology entrepreneur and executive with over 30 years of experience in scaling and managing high-growth technology companies, particularly in the global electronic commerce and payment sectors. He is currently the CEO and chairman of Kort Payments. He is best known as the co-founder of Paysafe Group, a leading global payments provider. Under his leadership, the company grew rapidly, becoming one of the most significant players in the digital payments industry. In late 2017, the company was acquired in a landmark privatization deal by Blackstone and CVC Capital Partners for approximately $4-billion. Mr. Leonoff's career has been marked by a focus on creating value through innovation, strategic acquisitions and organic growth. His leadership resulted in significant expansion and the integration of various payment technologies, making it a preferred platform for merchants worldwide.

Mr. Patricof

Mr. Patricof is an accomplished media executive and seasoned investment banker with extensive leadership and operational experience in the finance, entertainment, technology and sports industries. In 2018, Mr. Patricof founded Patricof Co. (P/Co), a highly differentiated direct investing platform leveraging the unique talents of professional athletes to drive enhanced performance. The firm was founded to capitalize on the opportunity to address a significant unmet need in the market by providing high-calibre advice and services to support elite professional athletes as they increasingly become involved in private market investments. Through the deep relationships formed through its advisory business, P/Co was able to create a highly differentiated and proprietary direct investment strategy. The strategic value-add of P/Co's athlete clients grants the firm access to off-market deals led by top-performing private equity funds and allows the firm to uniquely support the growth of its portfolio companies. The firm's initial focus has been on late-stage growth and buyout transactions in consumer-facing businesses with strong brands.

Prior to founding P/Co, Mr. Patricof served as a managing director and TMT (technology, media and telecommunications) group head at investment bank Houlihan Lokey. Notable transactions while there include the sale of Gawker Media to Univision and the sale of Webster Hall to AEG Presents and BSE Global. Mr. Patricof has also founded or held senior roles at high-level institutions, including Media and Entertainment Strategy Advisors (MESA), MESA Ventures, Rockwell Group and KPE.

Mr. Patricof began his career at CAA. Mr. Patricof received a BA from Emory University.

Mr. McCue

Mr. McCue retired from Bennet Jones as a partner to focus solely on entrepreneurial ventures, Prior to Bennet Jones, Mr. McCue was a partner in the tax department of another prominent Canadian law firm.

Mr. McCue focused on tax litigation and dispute resolution, corporate structures, and strategic planning. A significant component of his practice included transactional and opinion work on domestic and cross-border matters, the sale or reorganization of publicly traded and private entities, financings, limited partnerships, and scientific research and experimental development.

Mr. McCue received his BA, MBA and LLB, with distinction, from the University of Alberta. He was called to the bar in Alberta (1993) and British Columbia (1986).

In addition to the board and officers, Vesalius has assembled a formidable special advisory board, including the following.

Gary Brecka -- the Ultimate Human

Mr. Brecka stands as a visionary founder and the driving force behind the Ultimate Human, where he leverages over two decades of experience as a human biologist and biohacker to enhance human longevity and performance.

Mr. Brecka's influence extends into the realm of digital media, where he hosts a top podcast in longevity. His insights and transformative health strategies have earned him acclaim from prominent figures such as Joe Rogan, Mark Zuckerberg and Dana White of the UFC (Ultimate Fighting Championship). Furthermore, Mr. Brecka is an active member of the Make America Healthy Again initiative, collaborating closely with other experts under the guidance of Robert F. Kennedy to promote national health improvement in the United States.

Ben Greenfield -- wellness entrepreneur and biohacking pioneer

Mr. Greenfield is a prominent health consultant, entrepreneur and bestselling author who brings a dynamic mix of performance science, holistic health and entrepreneurial acumen to the wellness industry with over 20 years of experience.

Mr. Greenfield has been voted by the NSCA (National Strength and Conditioning Association) as America's top personal trainer and named as one of the top 100 most influential people in health and fitness. Mr. Greenfield has also appeared in and has been a contributor to Forbes, Men's Health and Fox News, and he has been featured in WebMD, Men's Fitness, NBC, Fox, CBS Sports, Outside Magazine and beyond.

Mr. Bumstead -- titan of fitness and business acumen

Mr. Bumstead, universally celebrated as Cbum, stands as a colossus in the world of fitness and entrepreneurial success. Crowned the undisputed classic physique Mr. Olympia six times, his reign at the pinnacle of the sport is not just a testament to his physical prowess but also to his strategic mindset, which has propelled him to celebrity status.

On social media, Mr. Bumstead commands an army of over 25 million dedicated followers on Instagram alone, where his handle, Cbum, has become synonymous with inspirational content, workout tips and a transparent glimpse into the life of a champion.

His social media influence extends far beyond typical fitness advice; it is a powerful platform for brand partnerships and influential endorsements, making him one of the most sought-after figures in the fitness industry.

George Kittle -- NFL (National Football League) superstar and entrepreneurial visionary

Mr. Kittle is a professional football player for the San Francisco 49ers, widely regarded as one of the NFL's premier tight ends. Known for his exceptional athleticism, tenacity and leadership, Mr. Kittle has redefined the role of a tight end in modern football, becoming a cornerstone of the 49ers' offence since being drafted in 2017.

Mr. Kittle is also an active philanthropist and brand ambassador, working with companies and causes that reflect his commitment to excellence, community and personal growth. His partnerships with major brands and his dynamic presence on social media make him a fan favourite and a respected voice in the sports industry.

With a relentless drive for success both on and off the gridiron, Mr. Kittle continues to inspire with his passion, professionalism and entrepreneurial spirit, proving that his impact extends far beyond the game of football.

Vesalius has also assembled a formidable scientific advisory board, including the following.

Dr. Matt Cook, MD, FAARM, ABAARM

Dr. Cook is a global thought leader, educator and innovator in regenerative medicine, combining cutting-edge, non-surgical medicine and integrative care to harness the body's natural healing power. Capable of addressing the most challenging conditions, his proprietary multimodal approach regenerates, repairs and restores health on a cellular level. Dr. Cook is the founder of BioReset Medical and BioReset International.

Dr. Jonathan Kuo, MD

Dr. Kuo is a double-board-certified physician with over 15 years of expertise in interventional orthopedics, interventional mental health, and regenerative and anti-aging medicine. He is the founder of Hudson Health, New York's premier interventional pain management practice, and Extension Health, a state-of-the-art longevity centre dedicated to optimizing health span through advanced diagnostics and anti-aging protocols.

Dr. Melissa Peterson

Founder and director of the Human Longevity Institute, Dr. Peterson is a sought-out expert in thriving. As a visionary female leader in the fields of human potential and precision longevity, she redefines the limits of what is possible in human flourishing. As a doctor for over 20 years, she is a bestselling author, TEDx speaker and thought leader in the integrative health and wellness industry.

Dr. Kevin Serre, PhD

Dr. Serre is an accomplished human performance consultant with over 17 years of experience. His educational background includes a doctor of philosophy (PhD) in exercise physiology from Bond University, along with a master of sports science and a bachelor of science (honours). Dr. Serre's earlier roles include serving as a strength and conditioning specialist with the Canadian Special Operations Regiment (CSOR), where he designed and implemented performance and rehabilitative programs for special forces operators.

Finders' fees

In connection with the transaction, fees of 3.9 million shares of Sweet Earth and $200,000 (U.S.) in cash finders' fees will be paid to certain parties, having assisted in the transaction by providing capital markets advisory services.

About Vesalius Longevity Labs

Vesalius owns and operates Vesalius USA Inc., which owns and operates as a company at the forefront of the peptide revolution dedicated exclusively to the sale and distribution of premium 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 cutting-edge innovations in biotechnology, regenerative medicine and peptide therapies to 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.

The peptide and longevity space is poised for exponential growth, and Vesalius offers a unique opportunity for investors to be at the forefront of this commanding trend. Vesalius is not just a company; it is a gateway to the future of human health -- delivering solutions and investing in breakthroughs that can unlock decades of healthy living for millions.

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 CSE. Sweet Earth has been developing hemp- and cannabidiol-related assets in Canada and the United States and is actively seeking new and different business opportunities.

We seek Safe Harbor.