Dr. Pradeep Albert reports

VESALIUS ANNOUNCES CLOSING OF REVERSE TAKEOVER TRANSACTION

Further to its news releases dated March 4, 2025, June 18, 2025, Feb. 6, 2026, March 11, 2026, and Sept. 3, 2026, Vesalius Longevity Labs Inc. (formerly Sweet Earth Holdings Corp.) has closed its previously announced business combination in accordance with the terms of the business combination agreement dated June 17, 2025, as amended March 11, 2026, and Sept. 2, 2026, among the company, Vesalius Longevity Labs (Canada) Inc. (Vesalius Canada) and Vesalius Longevity Labs (SPV) Inc. (SPV), pursuant to which, among other things, the company acquired all of the issued and outstanding shares of Vesalius Canada and SPV in exchange for common shares in the capital of the company.

The company expects to commence trading on the Canadian Securities Exchange under the symbol VLAB. The company will issue a further news release announcing the anticipated trading date in advance of commencement of trading. Trading in the company's shares has been halted since June 17, 2025, and is expected to resume on the CSE under the new symbol.

Closing of the transaction

In accordance with the terms and conditions of the business combination agreement, the transaction was completed by way of a statutory amalgamation under the provisions of the Business Corporations Act (British Columbia), 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, amalgamated with Vesalius Canada and SPV to form an amalgamated company named Vesalius Longevity Labs (Canada) Inc. (Amalco); (ii) former holders of common shares in the capital of Vesalius Canada received one company share for every two Vesalius Canada shares held and the Vesalius Canada shares were cancelled; (iii) former holders of common shares in the capital of SPV received one company share for every SPV share held and the SPV shares were cancelled; (iv) all of the property and assets of Vesalius Canada, SPV and Subco became the property and assets of Amalco; and (v) Amalco became a wholly owned subsidiary of the company.

Following closing of the transaction, there are 100,828,947 company shares issued and outstanding (117,063,697 company shares on a fully diluted basis). Upon closing of the transaction, the former holders of Vesalius Canada shares received approximately 41.86 per cent of the issued and outstanding company shares on a fully diluted basis, and the former holders of SPV shares received approximately 29.91 per cent of the issued and outstanding company shares on a fully diluted basis.

Pursuant to the business combination agreement and in accordance with the policies of the CSE, related persons (as such term is defined in CSE policies) of the company have deposited an aggregate of 19.25 million company shares into escrow under the terms of a Form 46-201F1, Escrow Agreement. In accordance with the terms of the escrow agreement, the escrowed company shares will be released from escrow as follows: 10 per cent of the escrowed shares will be released from escrow on the date of listing on the CSE and an additional 15 per cent will be released every six months thereafter.

Pursuant to the business combination agreement, an aggregate of 49 million company shares of former Vesalius Canada shareholders are subject to contractual restrictions on resale that restrict the transfer of: (i) 10 per cent of such company shares until the date that is six months from the listing date; (ii) 15 per cent of such company shares until the date that is 11 months from the listing date; (iii) 15 per cent of such company shares until the date that is 16 months from the listing date; (iv) 15 per cent of such company shares until the date that is 21 months from the listing date; (v) 15 per cent of such company shares until the date that is 26 months from the listing date; (vi) 15 per cent of such company shares until the date that is 31 months from the listing date; and (vii) the remaining company shares will be restricted from trading for a period of 36 months from the listing date.

Pursuant to the terms of the business combination agreement, 26,260,440 company shares of former SPV shareholders are subject to a contractual escrow and will be released on the date that is four months and one day from the listing date, representing 75 per cent of the company shares exchanged for former common shares of SPV.

Board reconstitution

Following the completion of the transaction, the board and management of the resulting issuer are now composed of certain directors and officers of Vesalius Canada and additional nominees of Vesalius Canada. The directors and officers of the company are:

• Dr. Pradeep Albert, chief executive officer;
• Christopher R. Cooper, chief financial officer and corporate secretary;
• Timmi Stump, chief commercial officer and chief operating officer;
• James McRoberts, director;
• Kevin Serre, director;
• Robert McCue, director;
• Joel Leonoff, director;
• Kevin Mayer, director;
• David Adelman, director;
• Lee Applbaum, director.

Additional information related to the company's business, capitalization and the transaction (including the members of the management team and board of directors listed above) will be available in the company's CSE Form 2A, Listing Statement, which will be filed under the company's profile on SEDAR+ prior to the commencement of trading.

Name change

Effective Oct. 28, 2026, in connection with the transaction, the company changed its name from Sweet Earth Holdings Corp. to Vesalius Longevity Labs Inc. The new Cusip number of the company shares is 92490K109 and the new ISIN (international securities identification number) of the company's shares is CA92490K1093.

Change of financial year-end

In connection with the transaction, the company adopted Oct. 31 as its financial year-end, being the financial year-end of Vesalius Canada, the reverse takeover acquiror. The company will file a notice of change in corporate structure in accordance with Section 4.9 of National Instrument 51-102, Continuous Disclosure Obligations.

Option and restricted share unit grants

On closing of the transaction, the company granted stock options to purchase up to an aggregate of 4.6 million company shares to certain directors, officers and employees of the company. Each option is exercisable into one company share at an exercise price of 60 cents per company share for five years following the grant date. All options were granted in accordance with the company's stock option plan.

On closing of the transaction, the company also granted 1.2 million restricted share units to certain directors, officers and employees of the company in accordance with the company's restricted share unit plan. The RSUs vest immediately on the grant date and each RSU, once vested, will allow the holder to acquire one company share for a period of three years from the date of issuance.

Finder's fee

In connection with the transaction, the company issued 3.9 million company shares to an arm's-length finder, Dagger Point Holdings Inc.

About Vesalius Longevity Labs Inc. (formerly Sweet Earth Holdings Corp.)

Vesalius Longevity Labs is a longevity science and regenerative health platform focused on peptides, biologics, preventive health care and performance optimization. The company operates a scalable business-to-doctor-to-consumer ecosystem designed to support health care providers, product fulfilment and advanced longevity therapeutics across global markets.

Vesalius's expanding ecosystem includes peptide therapeutics, regenerative medicine initiatives and distribution rights for regenerative biologics.

We seek Safe Harbor.