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

Executive Summary

• HAW Capital 2 Corp. (“HAW 2”) entered into a definitive Merger Agreement with its subsidiary and Naked Revival Inc., outlining the proposed business combination (“Transaction”).
• The Transaction includes a private‑placement financing of up to 14,097,744 subscription receipts (≈ $3 million gross proceeds) that will convert into up to 27,273,496 Resulting Issuer common shares.
• Upon closing, an estimated 96,768,820 non‑diluted Resulting Issuer common shares and related warrants will be issued, with ownership split among existing HAW 2 shareholders (≈ 14.5%), Naked shareholders (≈ 47%), subscription receipt holders (≈ 28%) and SAFE investors (≈ 8%).

Key Details

• Merger Agreement: Signed 21 Nov 2025; combines HAW 2’s subsidiary (“Subco”) with Naked Revival Inc. under Nevada law, creating “Mergeco” as a wholly‑owned subsidiary of the Resulting Issuer.
• Qualifying Transaction: Expected to satisfy TSXV CPC Policy 2.4 and meet Tier 2 – Industrial listing requirements after completion.
• Private Placement Financing:
• Up to 14,097,744 subscription receipts via private placement (by Naked or HAW 2).
• Receipts convert into up to 27,273,496 Resulting Issuer common shares.
• Maximum gross proceeds: $3,000,000.
• Additional SAFE Financing: Up to $100,000 of additional Naked SAFEs may be issued, converting at a 20 % discount ($0.1702 per share vs. $0.2128 receipt price).
• Share Conversion Mechanics:
• Each Canadian‑resident Naked common share cancelled; holder receives 1.9346 Resulting Issuer shares at a deemed price of $0.11 per Naked share.
• Non‑resident Naked shareholders receive the same ratio of Resulting Issuer shares, also at $0.11 per share.
• Post‑Closing Capital Structure (maximum participation):
• 96,768,820 non‑diluted Resulting Issuer common shares outstanding.
  • HAW 2 existing shareholders: 14,000,000 shares (≈ 14.47 %)
  • Naked existing shareholders: 45,455,323 shares (≈ 46.97 %)
  • Subscription receipt holders: 27,273,496 shares (≈ 28.18 %)
  • SAFE investors: 8,040,001 shares (≈ 8.31 %)
• Warrants:
• 6,000,000 Resulting Issuer warrants issued, exercisable at $0.11 for three years.
• 1,909,145 Resulting Issuer Finders’ Warrants issued, exercisable at $0.11 for 18 months.
• Conditions Precedent: Shareholder approvals (Naked and HAW 2), escrow release conditions, debt conversion, cancellation of existing warrants, termination of certain employees, name change to “Naked Revival Inc.”, regulatory and TSXV approvals.
• Trading Suspension: HAW 2 common shares remain suspended pending Transaction completion.

Notable Quotes

• Scott McGregor, CEO & Director, HAW Capital 2 Corp.: “We are pleased to advance this Transaction, which we believe positions the combined entity for growth on the TSXV and provides a clear path to meeting Tier 2 listing requirements.”
• Joel Primus, CEO & Director, Naked Revival Inc.: “The proposed merger and financing structure align the interests of our shareholders and provide the capital needed to accelerate our business plan.”