Haw Capital 2 releases additional information on QT

Executive Summary

• Haw Capital 2 Corp. ("Haw 2") is providing additional details regarding its proposed qualifying transaction (business combination) with Naked Revival Inc. ("Naked"), a premium lifestyle brand for men's luxury underwear and apparel.
• The transaction involves the acquisition of all Naked common shares by Haw 2 on a swap basis of 1.9346 Haw 2 shares for each Naked share, with a deemed price of 11 cents per share (8.8 cents for shares issued in connection with SAFEs).
• The deal includes a concurrent private placement financing of up to $3 million and the appointment of Naked’s founder, Joel Primus, as CEO of the resulting issuer.

Key Details

• Transaction Structure: Haw 2 will acquire all issued and outstanding Naked common shares.
  • Exchange Ratio: 1.9346 resulting issuer common shares for each 1 Naked common share.
  • Deemed Price: 11 cents per Naked common share for standard shares; 8.8 cents per share for those issued in connection with SAFEs.
  • Warrants: All Naked replacement warrants will be acquired on a one-for-one basis, converting into common share purchase warrants of the resulting issuer with an exercise price of 11 cents and an expiration date of 18 months from issue.
• Share Count Projections:
  • Naked Common Shares: 23,495,980 outstanding (including 664,200 shares from debt conversions totaling $119,556.45).
  • Resulting Issuer Shares to Naked Shareholders: Expected issuance of 45,455,323 shares upon closing.
  • SAFE Conversion: $607,500 worth of SAFEs will convert into 6,903,605 resulting issuer common shares at a deemed price of 17 cents per share.
• Financing Arrangements:
  • Private Placement: Up to 14,097,744 subscription receipts for aggregate gross proceeds of up to $3 million. These will convert into a maximum of 27,273,496 common shares upon satisfaction of escrow release conditions.
  • SAFE Financing: Naked may complete a private placement of up to $100,000 in additional SAFEs, converting at a 20% discount to the issue price.
  • Use of Proceeds: General and working capital for the advancement of the business.
  • Finder’s Fees (Private Placement): 7% cash and 7% warrants (18-month term, 11-cent exercise) for non-presidents list investors; 4% cash and 4% warrants for president's list investors.
• Finder’s Fees & Insider Compensation:
  • Scott McGregor (CEO of Haw 2): Issued 1,000,000 Naked common shares at a deemed price of 18 cents as a finder's fee for bringing the transaction together.
  • Third-Party Finders: Following closing, subject to TSX-V approval, Minerax UG (1,000,000 shares), Plutus Bridge Capital Inc. (500,000 shares), and Black Swan Solutions Inc. (500,000 shares) will receive a total of 2,000,000 resulting issuer common shares at a deemed price of 11 cents per share.
• Management Changes:
  • Joel Primus: Appointed CEO and Director.
  • Rob Blair: Appointed Chief Creative Officer.
  • Gurleen Kaur: Appointed CFO and Corporate Secretary.
  • Brad McCann: Appointed Chief Product Officer and VP of Development and Operations.
  • Scott McGregor: Retains role as Director.
  • Andrew Kaplan: Appointed Director.
  • Michael Gheyle: Appointed Director.
• Target Company Profile (Naked Revival Inc.):
  • Business: Premium lifestyle brand offering men's luxury underwear, apparel basics, home essentials, and wellness accessories.
  • Revenue: $3,297.56 (USD) for the year ended Dec 31, 2024; $4,453.56 (USD) in revenues between pre-beta and beta launches (as of Nov 21, 2025).
  • History: Founded in 2023. Completed private placements in Oct 2023 ($1,820 USD) and Dec 2023 ($134,499.78 USD). Completed SAFE financings in July 2025 ($607,500).
  • Operations: Direct-to-consumer e-commerce platform (NakedRevival.com). Products include men's underwear, candles, coffee cups, and skipping ropes.
• Regulatory & Conditions:
  • Transaction is subject to shareholder approval (unanimous written resolution for Naked), regulatory approvals, and final TSX-V approval (including initial listing requirements).
  • Haw 2 shares are currently halted from trading.

Notable Quotes

• No direct quotes from the CEO or President were included in the text of this release.