/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Oct. 29, 2026 /CNW/ -- Vesalius Longevity Labs Inc. (formerly Sweet Earth Holdings Corporation) ("Vesalius" or the "Company") (CSE: SE) (to trade as "VLAB") is pleased to announce that, further to its news releases dated March 4, 2025, June 18, 2025, February 6, 2026, March 11, 2026, and September 3, 2026, it has closed its previously announced business combination (the "Transaction") in accordance with the terms of the business combination agreement dated June 17, 2025, as amended March 11, 2026 and September 2, 2026, among the Company, Vesalius Longevity Labs (Canada) Inc. ("Vesalius Canada") and Vesalius Longevity Labs (SPV) Inc. ("SPV") (the "Business Combination Agreement"), 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 (each a "Company Share").

The Company expects to commence trading on the Canadian Securities Exchange ("CSE") 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 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 (the "Amalgamation") 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 (the "Vesalius Canada Shares") received one (1) Company Share for each two (2) Vesalius Canada Shares held and the Vesalius Canada Shares were cancelled; (iii) former holders of common shares in the capital of SPV (the "SPV Shares") received one (1) Company Share for each 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% of the issued and outstanding Company Shares on a fully diluted basis, and the former holders of SPV Shares received approximately 29.91% 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 19,250,000 Company Shares into escrow under the terms of a Form 46-201F1 – Escrow Agreement (the "Escrow Agreement"). In accordance with the terms of the Escrow Agreement, the escrowed Company Shares will be released from escrow as follows: 10% of the escrowed shares will be released from escrow on the date of listing on the CSE (the "Listing Date") and an additional 15% will be released every six (6) months thereafter.

Pursuant to the Business Combination Agreement, an aggregate of 49,000,000 Company Shares of former Vesalius Canada shareholders are subject to contractual restrictions on resale that restrict the transfer of: (i) 10% of such Company Shares until the date that is six months from the Listing Date; (ii) 15% of such Company Shares until the date that is 11 months from the Listing Date; (iii) 15% of such Company Shares until the date that is 16 months from the Listing Date; (iv) 15% of such Company Shares until the date that is 21 months from the Listing Date; (v) 15% of such Company Shares until the date that is 26 months from the Listing Date; (vi) 15% 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% 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, CEO
• Christopher R. Cooper, CFO and Corporate Secretary
• Timmi Stump, CCO and COO
• 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 (the "Listing Statement"), which will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca prior to the commencement of trading.

Name Change

Effective October 28, 2026, in connection with the Transaction, the Company changed its name from "Sweet Earth Holdings Corporation" to "Vesalius Longevity Labs Inc." The new CUSIP number of the Company Shares is 92490K109 and the new ISIN number of the Company Shares is CA92490K1093.

Change of Financial Year End

In connection with the Transaction, the Company adopted October 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 RSU Grants

On closing of the Transaction, the Company granted stock options (each an "Option") to purchase up to an aggregate of 4,600,000 Company Shares to certain directors, officers, and employees of the Company. Each Option is exercisable into one Company Share at an exercise price of C$0.60 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 1,200,000 restricted share units (each an "RSU") 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 3,900,000 Company Shares to an arm's length finder, Dagger Point Holdings Inc.

About Vesalius

Vesalius Longevity Labs (CSE: SE, to trade as VLAB) is a longevity science and regenerative health platform focused on peptides, biologics, preventative healthcare and performance optimization. The Company operates a scalable business-to-doctor-to-consumer ecosystem designed to support healthcare providers, product fulfillment and advanced longevity therapeutics across global markets.

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

Investors interested in learning more about Vesalius are encouraged to contact the Company at https://www.vesaliuslabs.com/investors.

For further information, please refer to the Company's disclosure record on SEDAR+ at www.sedarplus.ca.

On Behalf of the Company

"Pradeep Albert"

Chief Executive Officer

The CSE has neither approved nor disapproved the contents of this press release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news 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 and specifically include statements regarding the Company's strategies, expectations, planned operations or future actions; final approval from the CSE; filing of the Listing Statement; the release of escrowed Company Shares and expiry of hold periods on Company Shares; and re-commencement of trading of the Company Shares and timing thereof. 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.

SOURCE Vesalius Longevity Labs Inc.