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

Executive Summary

• Haw Capital 2 Corp. (HAW.P) announced an amendment to its merger agreement with Naked Revival Inc., revising the outside date for completing the qualifying transaction.
• The parties now anticipate closing the Qualifying Transaction in Q3 2026, subject to customary conditions and regulatory approvals.
• Trading of HAW.P common shares remains suspended pending completion of the transaction.

Key Details

• Amending Agreement Date: Effective 27 February 2026.
• Parties Involved: Haw Capital 2 Corp., its wholly‑owned subsidiary (Subco), and Naked Revival Inc.
• Material Change: Revision of the “outside date” – the deadline by which the Qualifying Transaction must be completed. All other terms of the original Merger Agreement dated 21 Nov 2025 remain unchanged.
• Anticipated Completion: Targeted for the third quarter of 2026, contingent on satisfaction or waiver of conditions precedent and receipt of all required approvals (TSXV, shareholder, regulatory).
• Trading Status: Shares of Haw Capital 2 Corp. are currently suspended and will remain so until the Qualifying Transaction is completed.
• Documentation: The Amending Agreement, original Merger Agreement, and related news releases (dated 8 Aug 2025 and 21 Nov 2025) have been filed on Haw 2’s SEDAR+ profile (www.sedarplus.ca).
• Forward‑Looking Statements: The release contains numerous forward‑looking statements regarding the transaction timeline, approvals, and closing conditions; actual results may differ materially.

Notable Quotes

• Scott McGregor, CEO & Director of Haw Capital 2 Corp.: “The Parties continue to work diligently toward the completion of the Qualifying Transaction and anticipate it will be completed by Q3 2026.”
• Joel Primus, CEO & Director of Naked Revival Inc.: (No direct quote provided in the release.)