Haw Capital 2 amends LOI with Naked Revival

Executive Summary

• Haw Capital 2 Corp. and Naked Revival Inc. have updated their proposed reverse takeover (qualifying transaction), amending the letter of intent to increase the minimum concurrent financing requirement and adjust termination deadlines.
• The transaction involves Haw 2 acquiring all outstanding securities of Naked Revival in exchange for Haw 2 securities, resulting in Naked Revival becoming the resulting issuer listed as a Tier 2 industrial issuer on the TSX Venture Exchange.
• Trading in Haw Capital 2 Corp. shares remains halted pending exchange review and satisfaction of transaction conditions.

Key Details

• Transaction Structure: Reverse takeover of Haw Capital 2 Corp. by Naked Revival Inc. Haw 2 will acquire all issued and outstanding securities of Naked Revival in exchange for the issuance of securities of Haw 2. The parties are at arm's length.
• Listing Status: Upon closing, Haw 2 (the resulting issuer) is expected to be listed as a Tier 2 industrial issuer on the TSX Venture Exchange, with the business operations of Naked Revival.
• SAFE Financing: On July 28 and 29, 2025, certain persons invested an aggregate of $607,500 in simple agreements for equity (SAFEs) issued by Naked Revival.
  • $255,000 invested by Haw 2 insiders.
  • $25,000 invested by Naked Revival insiders.
  • Conversion Terms: SAFEs convert into common stock of Naked Revival equal to the payment amount divided by the lowest price per share in the financing, multiplied by 80%.
  • Liquidation Rights: In the event of a change of control or other liquidation events, holders are entitled to a portion of proceeds equal to the payment amount.
  • Integration: Parties expect SAFEs to convert into Naked Revival stock in connection with the transaction, which will then be exchanged for securities of the resulting issuer.
• Amended Letter of Intent (Dated Aug. 7, 2025):
  • Financing Increase: Minimum gross proceeds for the concurrent financing raised by Naked Revival increased from $1.75 million to $2 million (or the minimum amount allowed under exchange policies).
  • Termination Rights: Either party may terminate if:
    • No definitive agreement is entered into by Sept. 30, 2025.
    • Conditions in the term sheet are not satisfied or waived by Oct. 31, 2025.
  • Loan Removal: Removed requirements for Haw 2 to advance a secured loan of $25,000 and a further loan of up to $250,000 to Naked Revival.
• Trading Halt: Trading in Haw 2 shares (HAW.P) is halted in compliance with TSX Venture Exchange policies and is not expected to resume prior to closing.
• Future Disclosures: A comprehensive news release and disclosure document will be issued once the definitive agreement is finalized, including significant financial information, expected directors/officers, and sponsorship matters.

Notable Quotes

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