Haw Capital 2 receives conditional TSX-V OK for QT

Executive Summary

• Haw Capital 2 Corp. (Haw 2) received conditional approval from the TSX Venture Exchange (TSX-V) for its qualifying transaction (business combination) with Naked Revival Inc.
• The TSX-V also approved the filing of Haw 2's filing statement dated March 31, 2026.
• The transaction is expected to close in the second quarter of 2026, subject to final approvals and satisfaction of conditions, with shares expected to trade under the symbol "NAKD".
• Concurrently, Naked Revival Inc. expects to complete a private placement financing with gross proceeds ranging from $2 million to $5 million.

Key Details

• Regulatory Approval: Conditional approval received from the TSX-V for the qualifying transaction as defined in the Capital Pool Company (CPC) policy.
• Filing Statement: TSX-V approved the filing of Haw 2's filing statement dated March 31, 2026.
• Transaction Parties: Haw Capital 2 Corp. (SPAC), Haw 2 (Subco), and Naked Revival Inc.
• Closing Timeline: Expected to close in Q2 2026, or such other date as agreed.
• Trading Symbol: Resulting issuer shares expected to trade under "NAKD" two trading days following closing.
• Trading Status: Haw 2 common shares are currently halted/suspended pending completion of the transaction.
• Private Placement Financing (Naked Revival Inc.):
  • Structure: Private placement via subscription receipts.
  • Quantity: Minimum of 9,398,496 subscription receipts; Maximum of 23,496,240 subscription receipts.
  • Price: 21.28 cents per subscription receipt.
  • Gross Proceeds: Minimum of $2 million; Maximum of $5 million.
  • Reduction Clause: The minimum private placement may be reduced by an amount equal to gross proceeds received from arm's-length purchasers of simple agreements for future equity.
  • Conversion: Upon satisfaction of escrow release conditions and transaction completion, subscription receipts are expected to convert into a minimum of 18,182,330 resulting issuer shares and a maximum of 45,455,825 resulting issuer shares.
• Agreement Dates: Merger agreement dated Nov. 21, 2025, as amended by an amending agreement dated Feb. 27, 2026.

Notable Quotes

• Joel Primus, CEO and Director of Naked: "This milestone marks a key step in building our platform as a publicly traded company, where we believe a business like ours is best suited to grow. With conditional approval in place, we are entering the final phase of the transaction and the private placement, giving us the capital to scale. We're focused on building a category-defining wellness and apparel platform grounded in strong unit economics and long-term customer value."
• Scott McGregor, CEO and Director of Haw 2: "We're grateful for the collaboration and effort from all parties to reach this milestone. Our decision to select Naked as our qualifying transaction was grounded in a clear conviction in Naked's strategy, business model and team. Reaching this milestone reinforces that view, and we believe the resulting issuer is well positioned to grow and create long-term shareholder value."