Mr. Scott McGregor reports
HAW CAPITAL 2 CORP. AND NAKED REVIVAL INC. ANNOUNCE UPDATE TO PROPOSED QUALIFYING TRANSACTION AND SAFE OFFERING OF NAKED REVIVAL INC.
Haw Capital 2 Corp. and Naked Revival Inc. have provided an update to the previously announced planned acquisition by Haw 2 of all of the issued and outstanding securities of Naked Revival in exchange for the issuance of securities of Haw 2. The transaction is intended to result in a reverse takeover of Haw 2 by Naked Revival and is intended to constitute Haw 2's qualifying transaction as defined in the policies of the TSX Venture Exchange. Haw 2 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 Haw 2 (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.
Naked Revival simple agreements for equity offering
On July 28, 2025, and July 29, 2025, certain persons invested an aggregate of $607,500, of which an aggregate of $255,000 was invested by certain insiders of Haw 2 and $25,000 was invested by certain insiders of Naked Revival, in simple agreements for equity, issued by Naked Revival. Each SAFE provides, among other things, that: (a) in the event of an equity financing of Naked Revival such SAFE will automatically convert into the number of shares of common stock of Naked Revival equal to the payment amount in respect of such SAFE divided by the lowest price per Naked Revival stock sold in the Naked Revival financing, multiplied by 80 per cent; and (b) in the event of, among other liquidation events, a change of control of Naked Revival, such SAFE will entitle its respective SAFE holder to receive a portion of the proceeds from such liquidation event equal to the payment amount in respect of such SAFE. The parties expect that the SAFE will convert into Naked Revival stock in connection with the transaction and the Naked Revival stock issued upon such conversion will subsequently be exchanged for securities of the resulting issuer.
Amended letter of intent
The parties entered into an amending agreement dated Aug. 7, 2025, amending the letter of intent between the parties dated May 7, 2025, with respect to the transaction. The amending agreement, among other things: (a) increases the minimum gross proceeds to be raised pursuant to the concurrent financing to be completed by Naked Revival in connection with the transaction from $1.75-million to $2-million (or the minimum amount allowed under the policies of the exchange); (b) permits any party to terminate the amended letter of intent in the event that: (i) the parties do not enter into a definitive agreement with respect to the transaction on or before Sept. 30, 2025; or (ii) the conditions set forth in the term sheet attached to the amended letter of intent are not satisfied or waived on or before Oct. 31, 2025; and (c) removes the requirements of Haw 2 to advance to Naked Revival: (i) a secured loan of $25,000; and (ii) a further loan of up to $250,000.
About Haw Capital 2 Corp.
Haw 2 is a capital pool company (as defined in the policies of the exchange). The principal business of Haw 2 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, Haw 2 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.
About Naked Revival Inc.
Naked Revival is a privately held company founded and led by Joel Primus (chief executive officer).
With Naked Revival, Mr. 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 and loungewear, as well as skin care, 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.
Trading in Haw 2 shares
Trading in Haw 2 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 satisfaction of the conditions of the exchange for resumption of trading. It is not expected that trading in the Haw 2 shares will resume prior to the closing.
Further information
A more comprehensive news release will be issued by Haw 2 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. Haw 2 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 Haw 2; 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 Haw 2 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 Haw 2 should be considered highly speculative.
We seek Safe Harbor.
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