Subject: for immediate release "Sweet Earth provides corporate update on Vesalius transaction"
Word Document
File: '\\swfile\EmailIn\20260206 132223 Attachment Sweet Earth - News Release re CDR Disclosure (Proposed Final v3).docx'
LEGAL_48716731.5
LEGAL_48716731.5
SWEET EARTH PROVIDES CORPORATE UPDATE ON VESALIUS TRANSACTION
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia (February 6, 2026) - Sweet Earth Holdings Corporation (CSE: SE) (FSE:1KZ1) (OTCQB: SEHCF) ("Sweet Earth" or the "Company") announces that as a result of a review by the British Columbia Securities Commission, we are issuing the following press release to retract and clarify our disclosure.
Vesalius Longevity Labs (Canada) Inc. ("Vesalius"), through its subsidiary Vesalius USA Inc., is currently commercially manufacturing a peptide product line in a CGMP-certified Section 503A compounding pharmacy for use by licensed healthcare providers for health, wellness, and longevity purposes in their medical practices. Vesalius's operations will comply with applicable FDA 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 (the "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. ("SPV"): (i) Shannon Anderson who is a director of Sweet Earth (appointed December 20, 2024), Vesalius (appointed January 27, 2025), and SPV (appointed March 12, 2025); and (ii) Chris Cooper, who is the CFO of Vesalius (appointed November 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
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.
Our 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.
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. Sweet Earth has been developing hemp and CBD related assets in Canada and the United States and is actively seeking new and different business opportunities.
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
Neither the CSE nor its regulation services provider accepts responsibility for the adequacy or accuracy of this 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. Forward-looking information in this press release may include, without limitation, statements relating to: the completion of the Transaction, the timing thereof, and on the terms described herein and future press releases and disclosure. 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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.
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