Mr. Scott McGregor reports

HAW CAPITAL 2 CORP. AND NAKED REVIVAL INC. ANNOUNCE PROPOSED QUALIFYING TRANSACTION

Haw Capital 2 Corp. (Haw2) and Naked Revival Inc. have signed a letter of intent (LOI) dated effective May 7, 2025, pursuant to which Haw2 has agreed to acquire all of the issued and outstanding securities of Naked Revival in exchange for the issuance of securities of Haw2.

The transaction is intended to result in a reverse takeover of Haw2 by Naked Revival and is intended to constitute Haw2's qualifying transaction as defined in the policies of the TSX Venture Exchange. Haw2 and Naked Revival are at arm's length, and the transaction will not be a non-arm's-length transaction under the policies of the exchange. On closing of the transaction, it is expected that Haw2 (being, following the closing, the resulting issuer) will be listed as a Tier 2 industrial issuer on the exchange and its business will be that of Naked Revival.

Haw2 is a capital pool company (CPC) (as defined in the policies of the exchange). The principal business of Haw2 is to identify and evaluate assets or businesses with a view to complete a qualifying transaction. Incorporated in 2019 under the laws of the Province of Alberta, Haw2 is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Its common shares are listed for trading on the exchange under the symbol HAW.P.

Naked Revival is a privately held company founded and led by Joel Primus (chief executive officer).

With Naked Revival, Primus returns with a bold new vision. The company's inaugural offering -- a line of men's underwear made in Canada and Japan -- sets a new standard in true luxury, combining exceptional craftsmanship with elevated functionality.

Naked Revival is more than a product line. It is a movement -- part of a modern renaissance in men's wellness and personal style. By integrating premium apparel, wellness products and empowering content, the brand is redefining what it means to live a mentally, physically, sexually and spiritually enriched life.

With a brand philosophy rooted in vitality, functional health, self-awareness and freedom of thought, Naked Revival champions a balanced ethos for today's modern man.

Through its lifestyle-centric approach to wellness and consumer goods, the company is developing a thoughtfully curated ecosystem of products and experiences, each tailored to individual needs and aspirations. This includes plans to expand into women's underwear, loungewear, as well as skincare, supplements and limited home essentials.

As part of its growth strategy, Naked Revival is pursuing collaborations with high-growth, like-minded brands across complementary verticals -- building a robust, future-ready platform designed to offer a complete and compelling wellness solution.

Naked Revival was incorporated in 2023 under the laws of the State of Nevada.

Terms of the transaction

The transaction is expected to proceed by way of a purchase, amalgamation, merger or arrangement, or such other structure as may be determined by the parties. As contemplated in the LOI, at closing, Haw2 is anticipated to issue such number of Haw2 shares (or other applicable Haw2 securities) to the holders of the Naked Revival securities as have an aggregate value of approximately $4.86-million (Canadian) (premoney, before giving effect to the concurrent financing (as defined below)), based on a deemed price of approximately 11 Canadian cents per Haw2 share, or such other deemed price per share as may be determined by the parties. Additionally, Naked Revival is anticipated to convert $100,000 (U.S.) of its outstanding debt into common shares of Naked Revival, which is anticipated to result in the issuance of a further 1,272,445 Haw2 shares at the closing. Prior to the closing, Haw2 expects to consolidate the Haw2 shares to ensure that the number of issued and outstanding Haw2 shares equals the number of issued and outstanding Naked Revival shares immediately prior to the closing.

Completion of the transaction is anticipated to be subject to various conditions, including: the parties entering into a definitive agreement with respect to the transaction; the parties obtaining all required directors', shareholders', regulatory and third party consents for the transaction, including the conditional approval of the exchange; completion of the concurrent financing (as defined below); and compliance with applicable listing requirements of the exchange.

Upon completion of the transaction, Naked Revival is anticipated to become a wholly owned subsidiary of the resulting issuer, and the resulting issuer is anticipated to change its name to Naked Revival Inc. or such other name as may be determined by Haw2 and Naked Revival, and is anticipated to continue with the business of Naked Revival.

As the transaction is not a non-arm's-length transaction under the policies of the exchange, it is anticipated that Haw2 will not be required to obtain shareholder approval for the transaction; however, Haw2 intends to hold a special meeting of shareholders to approve certain matters ancillary to the transaction, which may include, among other things: (i) the share consolidation; (ii) the name change; (iii) the appointment of any new directors of the resulting issuer; and (iv) such other matters as may reasonably be requested by Naked Revival.

The final structure of the transaction, including any internal reorganization required by Haw2 and/or Naked Revival, will be determined after the parties have considered applicable tax, securities and accounting matters.

Concurrent financing

Prior to the closing, Naked Revival is expected to undertake a concurrent financing of special warrants, subscription receipts or similar securities of Naked Revival to arm's-length subscribers of up to $3-million (Canadian) in gross proceeds (with a minimum of either the lower of $1.75-million (Canadian) or the minimum amount allowed under the policies of the exchange) to Naked Revival at a price of 11 Canadian cents per security on a postconsolidation basis, or such other price agreed to by Haw2. The concurrent financing is anticipated to be on terms to be determined in the context of the market, and may be completed on a brokered or non-brokered basis, or a combination thereof. As of the date of this news release, no broker has been engaged by Naked Revival in connection with the concurrent financing. Additional information with respect to the concurrent financing will be disclosed in a subsequent news release.

All of the securities to be issued under the concurrent financing are expected to be subject to a statutory hold period of four months and one day from the closing of the concurrent financing under applicable Canadian securities laws, and may be subject to additional resale restrictions under applicable securities laws of other jurisdictions, including the United States. In addition, certain of the Haw2 shares to be issued to holders of Naked Revival securities pursuant to the transaction may be subject to escrow or other resale restrictions under applicable securities laws or the policies of the exchange.

Management and directors of the resulting issuer

At the closing, it is anticipated that all current officers of Haw2 will resign and the board of directors and management of the resulting issuer will consist of such individuals as Naked Revival may select, provided that at least one member appointed to the board will be a nominee of Haw2 if the board consists of five or fewer members, and at least two members appointed to the board will be a nominee of Haw2 if the board consists of more than five members. Biographies and titles of the proposed new directors and officers of the resulting issuer are set out in this news release. Once finalized, the names and biographies of additional directors and officers to be appointed to the resulting issuer in connection with the closing will be disclosed in a subsequent news release.

Joel Primus, chief executive officer and director

Mr. Primus was the original founder and creative visionary behind Naked Underwear, where he helped raise over $17-million, establishing retail distribution at Holt Renfrew, Nordstrom, Hudson's Bay and Bloomingdales. Naked Underwear completed a merger with Australian-based industry powerhouse, Bendon Lingerie, in 2018, after which time he ceased to act as president of Naked Underwear. Recently, Mr. Primus co-founded Kosan, a travel clothing company that launched one of the most successful Kickstarter apparel products of all time -- reaching nearly $1-million in sales in 30 days. He was one of the inaugural B.C. Business Top 30 under 30 Entrepreneurs, and is also an author, strategic adviser and award-winning documentary filmmaker.

Andrew Kaplan, director

For the past 28 years, Mr. Kaplan has served as vice-president of Barry Kaplan Associates, a leading financial public relations firm for both public and private companies in the United States, Canada and the United Kingdom. During his career, Mr. Kaplan has sourced over $250-million for both public and private companies. Mr. Kaplan recently served on the board of directors for several Nasdaq Stock Market-listed companies, as well as for a TSX-V-listed company. Previously, Mr. Kaplan served on the board of Majesco Entertainment (Nasdaq), Polarity (Nasdaq), Riot Blockchain (Nasdaq), Naked Brand Group Inc (Nasdaq) and U.S. Gold Corp. (Nasdaq). Currently, he acts as capital markets adviser to Energy Fuels (New York Stock Exchange) and Avino Silver & Gold (NYSE). His newest venture is co-CEO of Sherman Theatrical Entertainment (private).

Sponsorship

The transaction may be subject to the sponsorship requirements of the exchange. If such requirements are applicable, Haw2 intends to apply for a waiver of the sponsorship requirement in connection with the transaction. If required, a sponsor will be identified and will be announced in a subsequent news release.

Loans

The LOI contemplates that Haw2 may advance to Naked Revival, subject to the requirements of the policies of the exchange: (i) a loan of $25,000 (Canadian), secured by Naked Revival equity and repayable immediately upon the termination of the LOI; and (ii) a loan of up to $250,000 (Canadian) on terms to be agreed upon by the parties.

Trading in Haw2 shares

Trading in Haw2 shares on the exchange has been halted in compliance with the policies of the exchange in connection with the announcement of the proposed transaction, and is expected to remain halted pending the review of the proposed transaction by the exchange and the satisfaction of the conditions of the exchange for resumption of trading. It is not expected that trading in the Haw2 shares will resume prior to the closing.

Further information

A more comprehensive news release will be issued by Haw2 disclosing further details of Naked Revival, the resulting issuer and the transaction in accordance with the policies of the exchange, including, but not limited to, a summary of significant financial information with respect to Naked Revival, and further details regarding the concurrent financing, the expected directors, officers and other insiders of the resulting issuer, the expected principals or insiders of the resulting issuer, and sponsorship matters. Haw2 anticipates such news release will be issued once the definitive agreement has been finalized and certain conditions have been met, including, but not limited to: (i) approval of the transaction by the board of directors of Haw2; and (ii) satisfactory completion of due diligence.

Further details about Naked Revival, the resulting issuer and the transaction will be provided in the disclosure document to be prepared and filed in connection with the transaction. Investors are cautioned that, except as disclosed in such disclosure document, any information released with respect to the transaction may not be accurate or complete and should not be relied upon.

All information in this news release concerning Haw2 and Naked Revival, as applicable, was supplied by management of such party and has not been independently verified by the other party.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete, and should not be relied upon. Trading in the securities of Haw2 should be considered highly speculative.

We seek Safe Harbor.