Haw Capital 2 Corp. Announces Conditional Acceptance of Qualifying Transaction and Filing of Filing Statement

Executive Summary

• Haw Capital 2 Corp. (HAW.P) received conditional TSXV approval for its business combination with Naked Revival Inc., designating the deal as a “Qualifying Transaction” under CPC Policy 2.4.
• The transaction is expected to close in Q2 2026, after which the combined entity’s shares will trade on the TSXV under the symbol NAKD.
• Naked Revival plans a private placement of subscription receipts priced at $0.2128 each, targeting gross proceeds between $2 M and $5 M, convertible into up to ~45.5 million resulting issuer shares.

Key Details

• Conditional TSXV Approval: The exchange approved the transaction as Haw 2’s Qualifying Transaction and accepted the filing statement dated March 31 2026.
• Closing Timeline: Anticipated closing in the second quarter of 2026, subject to satisfaction of merger agreement conditions and TSXV acceptance of the resulting issuer shares.
• Post‑Closing Trading: Resulting Issuer Shares expected to commence trading on the TSXV under “NAKD” two trading days after closing.
• Private Placement Structure:
• Minimum: 9,398,496 subscription receipts → $2 M gross proceeds.
• Maximum: 23,496,240 subscription receipts → $5 M gross proceeds.
• Price per receipt: $0.2128.
• Conversion range: 18,182,330 – 45,455,825 resulting issuer shares (subject to escrow release conditions).
• Potential Reduction: Minimum private placement amount may be reduced by proceeds received from arm’s‑length purchasers of simple agreements for future equity.
• Trading Suspension: Haw 2 common shares remain halted pending transaction completion.
• Key Quotes:
• Joel Primus (CEO, Naked Revival): Emphasized the milestone as a step toward scaling a wellness and apparel platform with strong unit economics.
• Scott McGregor (CEO, Haw 2): Highlighted confidence in Naked’s strategy and the value creation potential of the combined entity.

Notable Quotes

“This milestone marks a key step in building our platform as a publicly traded company… we are entering the final phase of the Transaction and the Private Placement, giving us the capital to scale.” – Joel Primus, CEO & Director, Naked Revival Inc.

“Reaching this milestone reinforces that view, and we believe the Resulting Issuer is well positioned to grow and create long‑term shareholder value.” – Scott McGregor, CEO & Director, Haw Capital 2 Corp.