HAW Capital 2 Corp. Enters into Merger Agreement for Qualifying Transaction with Naked Revival Inc.

Calgary, Alberta--(Newsfile Corp. - November 21, 2025) - HAW Capital 2 Corp. (TSXV: HAW.P) ("HAW 2"), a capital pool company under TSX Venture Exchange (the "TSXV") Policy 2.4 (the "CPC Policy"), is pleased to announce that it has entered into a merger agreement dated November 21, 2025 (the "Merger Agreement"), with a wholly-owned subsidiary of HAW 2 ("Subco") and Naked Revival Inc. ("Naked"), in furtherance of HAW 2's proposed business combination with Naked (the "Transaction"), as previously disclosed in the news release of HAW 2 dated August 8, 2025. A copy of the Merger Agreement, the US Merger Agreement (as defined below) and the news release of HAW 2 dated August 8, 2025 have been filed on HAW 2's SEDAR+ profile and are available for viewing at www.sedarplus.ca.

It is expected that the Transaction will constitute the "Qualifying Transaction" of HAW 2, as such term is defined in the CPC Policy and that upon completion of the Transaction, the Resulting Issuer (as defined below) will meet the Tier 2 - Industrial listing requirements of the TSXV.

HAW 2 and Naked also intend to complete a proposed financing of up to a maximum of 14,097,744 subscription receipts by way of private placement by Naked or HAW2, as applicable, which upon satisfaction of the Escrow Release Conditions (as defined in the Merger Agreement) and completion of the Merger (as defined below) will convert into a maximum of 27,273,496 Resulting Issuer Common Shares (as defined below), for aggregate gross proceeds to Naked or HAW 2, as applicable, of a maximum of $3,000,000.00 and on such other terms as determined by Naked and HAW 2 acting reasonably (the "Private Placement").

HAW 2 and Naked will provide further details in respect of the Transaction and Private Placement in due course and will make available all information and disclosure required pursuant to Section 11.2 of the CPC Policy, including all financial information required by the TSXV. In particular, HAW 2 and Naked are working diligently on a filing statement for the Transaction in accordance with the policies of the TSXV.

The Transaction

Prior to the Effective Time (as defined in the Merger Agreement), each of the following events shall have occurred:

1. the HAW 2 Meeting Matters (as defined in the Merger Agreement) shall be approved and / or effected, as applicable;
2. the shareholders of Naked shall have approved the Merger;
3. the Escrowed Proceeds (as defined in the Merger Agreement) shall have been placed with the Subscription Receipt Agent (as defined in the Merger Agreement), to be released pending satisfaction of the Escrow Release Conditions;
4. the Debt Conversion (as defined in the Merger Agreement) will have occurred;
5. Naked will have cancelled the Company Warrants (as defined in the Merger Agreement) with an exercise price of US$0.07;
6. Naked will have issued the Exchangeable Company Warrants (as defined in the Merger Agreement);
7. Naked shall have terminated any employees as agreed between HAW 2 and Naked, if any; and
8. HAW 2 shall have changed its name to "Naked Revival Inc.", or such other name as determined by the board of directors of HAW 2, as directed by Naked (the "Resulting Issuer").

In connection with the Transaction and pursuant to the terms of the Merger Agreement, on or prior to the Effective Date (as defined in the Merger Agreement):

1. immediately prior to the Effective Time, subject to the prior satisfaction of the Escrow Release Conditions, the subscription receipts of Naked or HAW 2, as applicable, will automatically be exchanged into shares of common stock of Naked (each a "Naked Common Share") or common shares in the capital of HAW 2 ("HAW 2 Common Shares"), as applicable,in accordance with their terms and the terms of the Subscription Receipt Agreement (as defined in the Merger Agreement);
2. immediately prior to the Effective Time and concurrent with the automatic exchange of the subscription receipts into Naked Common Shares or HAW 2 Common Shares, as applicable, the simple agreements for future equity of Naked (the "Naked SAFEs") will automatically be converted into Naked Common Shares in accordance with their terms (which, for clarity, conversion at a 20% discount representing $0.1702, to the price of the subscription receipts, being $0.2128 per Subscription Receipt);
3. Subco and Naked will merge under the Nevada Business Corporations Act(the "Merger") pursuant to the terms of an agreement and plan of merger (the "US Merger Agreement"), to form a new company ("Mergeco");
4. each Naked Common Share held by Canadian Resident Shareholders (as defined in the Merger Agreement) shall be cancelled, without any repayment of capital in respect thereof and its holder shall receive 1.9346 fully paid and non-assessable common shares of the Resulting Issuer (the "Resulting Issuer Common Shares") at a deemed price of $0.11 per Naked Common Share;
5. each Naked Common Share shall be exchanged by each holder, other than Canadian Resident Shareholders, for 1.9346 Resulting Issuer Common Shares at a deemed price of $0.11 per Naked Common Share and each Naked Common Share so exchanged shall be cancelled;
6. each share of common stock of Subco will be cancelled and replaced by one share of common stock of Mergeco (the "Mergeco Shares") issued to the Resulting Issuer;
7. each Exchangeable Company Warrant (as defined in the Merger Agreement) issued and outstanding immediately prior to the Effective Time shall be exchanged for one Resulting Issuer Warrant (as defined in the Merger Agreement) on economically equivalent terms and all Exchangeable Company Warrants so exchanged for Resulting Issuer Warrants shall be cancelled;
8. each Private Placement Finders' Warrant (as defined in the Merger Agreement) issued by Naked and outstanding immediately prior to the Effective Time shall be exchanged for one Resulting Issuer Finder's Warrant (as defined in the Merger Agreement) on economically equivalent terms and all Private Placement Finders' Warrants so exchanged for Resulting Issuer Finder's Warrants shall be cancelled;
9. in consideration for the issuance of the Resulting Issuer Common Shares, Resulting Issuer Warrants and Resulting Issuer Finders' Warrants to effect the Merger, Mergeco will issue to the Resulting Issuer one Mergeco Share for each Resulting Issuer Common Share issued in exchange for the Naked Common Shares, each Resulting Issuer Warrant issued in exchange for the Exchangeable Company Warrants and each Resulting Issuer Finders' Warrant issued in exchange for the Private Placement Finders' Warrants issued by Naked as described above; and
10. Mergeco will be a wholly-owned subsidiary of the Resulting Issuer, with the Resulting Issuer holding all of the issued and outstanding Mergeco Shares, and the Resulting Issuer will carry on the business previously carried on by Naked under the name "Naked Revival Inc.".

Assuming maximum participation in the Private Placement and the additional financing of up to $100,000.00 worth of Naked SAFEs, upon closing of the Transaction, it is anticipated that an aggregate of 96,768,820 Resulting Issuer Common Shares will be issued and outstanding (non-diluted) and that: (i) the current HAW 2 shareholders will hold 14,000,000 Resulting Issuer Common Shares, representing approximately 14.47% of the outstanding Resulting Issuer Common Shares (non-diluted); (ii) the current Naked shareholders will hold 45,455,323 Resulting Issuer Common Shares, representing 46.97% of the outstanding Resulting Issuer Common Shares (non-diluted); (iii) the anticipated subscription receipt holders, assuming maximum participation in the Private Placement, will hold 27,273,496 Resulting Issuer Common Shares, representing 28.18% of the outstanding Resulting Issuer Common Shares (non-diluted); and (iv) the anticipated Naked SAFE holders, assuming maximum participation in the additional Naked SAFE financing, will hold 8,040,001 Resulting Issuer Common Shares, representing 8.31% of the outstanding Resulting Issuer Common Shares (non-diluted).

Upon closing of the Transaction, it is anticipated that an aggregate of 6,000,000 Resulting Issuer Warrants will be issued and outstanding, being exercisable at $0.11 per Resulting Issuer Warrant for a period of three years from their issue date. Upon closing of the Transaction, it is anticipated that an aggregate of 1,909,145 Resulting Issuer Finders' Warrants will be issued and outstanding, being exercisable at $0.11 per Resulting Issuer Finders' Warrant for a period of 18 months from their issue date.

Pursuant to the terms of the Merger Agreement, completion of the Transaction is subject to a number of conditions precedent, including but not limited to, the satisfaction or waiver of closing conditions customary to transactions of the nature of the Transaction, obtaining all requisite shareholder and corporate approvals, approvals of all regulatory bodies having jurisdiction in connection with the Transaction and the final approval of the TSXV, including the satisfaction of its initial listing requirements. There can be no assurance that the Transaction will be completed as proposed or at all.

Trading Suspension

The common shares of HAW 2 are currently suspended from trading and are expected to remain suspended pending completion of the Transaction.

Additional Information

All information contained in this press release with respect to HAW 2 and Naked was supplied by the parties respectively for inclusion herein, without independent review by the other party, and each party and it's directors and officers have relied on the other party for any information concerning the other party.

Additional terms of the Transaction were previously disclosed in the news release of HAW 2 dated August 8, 2025 and available under HAW 2's SEDAR+ profile at www.sedarplus.ca.

For further information:

HAW Capital 2 Corp.
Scott McGregor, Chief Executive Officer and Director
(403) 669-6065

Naked Revival Inc.
Joel Primus, Chief Executive Officer and Director
(778) 680-9213

Reader Advisory

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Transaction; the Private Placement; the additional Naked SAFE financing; the proposed structure by which the Transaction is to be completed; that the Transaction will constitute a Qualifying Transaction and that upon completion of the Transaction, the Resulting Issuer will meet the Tier 2 - Industrial listing requirements of the TSXV; the provision of information and disclosure required pursuant to Section 11.2 of the CPC Policy, and the timing and sufficiency thereof; the anticipated receipt of required shareholder, corporate, regulatory and TSXV approvals of the Transaction; and the business, name and function of the Resulting Issuer. HAW 2 cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of HAW 2 and Naked, including expectations and assumptions concerning HAW 2, Naked, the Resulting Issuer, the Transaction, the Private Placement, the additional Naked SAFE financing, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable), the satisfaction of other closing conditions in accordance with the terms of the Merger Agreement, as well as other risks and uncertainties. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of HAW 2. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and HAW 2 does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275569