HAW Capital 2 Corp. Provides Additional Information Regarding Qualifying Transaction

Executive Summary

• Haw Capital 2 Corp. (“Haw 2”) disclosed detailed terms of its proposed acquisition of Naked Revival Inc. (“Naked”), which would qualify as a “Qualifying Transaction” under TSXV CPC Policy.
• The deal involves the issuance of approximately 45.5 million Resulting Issuer Common Shares for Naked’s outstanding common shares and additional shares/warrants for SAFEs, replacement warrants, and finder fees.
• Haw 2 announced intended post‑closing management team for the combined entity and outlined a concurrent private placement financing of up to $3 million and optional SAFE financing of up to $100 k.

Key Details

• Transaction Structure
• All 23,495,980 Naked Common Shares to be exchanged at a deemed price of $0.11 per share for 1.9346 Resulting Issuer Common Shares each (≈45,455,323 shares issued).
• SAFEs (total $607,500) will convert at a deemed price of $0.17 per Naked Common Share, resulting in an additional 6,903,605 Resulting Issuer Common Shares.

• Naked Replacement Warrants (6 M warrants, $0.11 exercise, expiring 18 months after issue) to be exchanged for 6 M Resulting Issuer common share purchase warrants at the same terms.

• Financial Considerations

• Aggregate consideration: ~45.5 M shares + 6.9 M shares (SAFEs) + 6 M warrants.
• Finder’s fee to Scott McGregor: 1,000,000 Naked Common Shares at $0.18 per share.

• Post‑closing finder issuances: 2,000,000 Resulting Issuer Common Shares to three arm’s‑length parties at $0.11 per share.

• Proposed Financing

• Private Placement: up to 14,097,744 Subscription Receipts → max 27,273,496 Resulting Issuer shares; gross proceeds up to $3 M.
• Finder’s fees on the private placement: 7% cash + 7% warrants (non‑presidents) or 4% cash + 4% warrants (presidents).

• Additional SAFE financing: up to $100,000, converting at a 20% discount to the Naked share price; conversion price $0.17 per share.

• Use of Proceeds

• All proceeds from the private placement and additional SAFEs are earmarked for general and working‑capital purposes of the Resulting Issuer after closing.

• Management & Board Post‑Closing

• Joel Primus – CEO & Director
• Rob Blair – Chief Creative Officer
• Gurleen Kaur – CFO & Corporate Secretary
• Brad McCann – Chief Product Officer & VP Development/Operations
• Scott McGregor – Director (also CEO of Haw 2)

• Andrew Kaplan, Michael Gheyle – Directors

• Trading Halt

• Haw 2’s common shares are currently halted pending completion of the transaction.

• Conditions to Closing

• Standard closing conditions, shareholder approvals, regulatory clearances (including TSXV final approval), and satisfaction of escrow release conditions.

Notable Quotes

(No direct quotes were provided in the release.)