Mr. Scott McGregor reports

HAW CAPITAL 2 CORP. ENTERS INTO MERGER AGREEMENT FOR QUALIFYING TRANSACTION WITH NAKED REVIVAL INC.

Haw Capital 2 Corp. has entered into a merger agreement dated Nov. 21, 2025, with a wholly owned subsidiary of Haw 2 (Subco) and Naked Revival Inc. (Naked), in furtherance of Haw 2's proposed business combination with Naked, as previously disclosed in the news release of Haw 2 dated Aug. 8, 2025. A copy of the merger agreement, a copy of the U.S. merger agreement (as defined below) and the news release of Haw 2 dated Aug. 8, 2025, have been filed on Haw 2's SEDAR+ profile and are available for viewing on SEDAR+.

It is expected that the transaction will constitute the qualifying transaction of Haw 2, as such term is defined in the CPC (capital pool company) policy, and that upon completion of the transaction, the resulting issuer (as defined below) will meet the Tier 2 -- industrial listing requirements of the TSX Venture Exchange.

Haw 2 and Naked also intend to complete a proposed financing of up to a maximum of 14,097,744 subscription receipts by way of private placement by Naked or Haw2, as applicable, which, upon satisfaction of the escrow release conditions (as defined in the merger agreement) and completion of the merger (as defined below), will convert into a maximum of 27,273,496 resulting issuer common shares (as defined below), for aggregate gross proceeds to Naked or Haw 2, as applicable, of a maximum of $3-million, and on such other terms as determined by Naked and Haw 2 acting reasonably.

Haw 2 and Naked will provide further details in respect of the transaction and private placement in due course, and will make available all information and disclosure required pursuant to Section 11.2 of the CPC policy, including all financial information required by the TSX-V. In particular, Haw 2 and Naked are working diligently on a filing statement for the transaction in accordance with the policies of the TSX-V.

The transaction

Prior to the effective time (as defined in the merger agreement), each of the following events shall have occurred:

• The Haw 2 meeting matters (as defined in the merger agreement) shall be approved and/or effected, as applicable.
• The shareholders of Naked shall have approved the merger.
• The escrowed proceeds (as defined in the merger agreement) shall have been placed with the subscription receipt agent (as defined in the merger agreement), to be released pending satisfaction of the escrow release conditions.
• The debt conversion (as defined in the merger agreement) will have occurred.
• Naked will have cancelled the company warrants (as defined in the merger agreement) with an exercise price of seven U.S. cents.
• Naked will have issued the exchangeable company warrants (as defined in the merger agreement).
• Naked shall have terminated any employees as agreed between Haw 2 and Naked, if any.
• Haw 2 shall have changed its name to Naked Revival Inc. or such other name as determined by the board of directors of Haw 2, as directed by Naked.

In connection with the transaction and pursuant to the terms of the merger agreement, on or prior to the effective date (as defined in the merger agreement):

• Immediately prior to the effective time, subject to the prior satisfaction of the escrow release conditions, the subscription receipts of Naked or Haw 2, as applicable, will automatically be exchanged into shares of common stock of Naked or common shares in the capital of Haw 2, as applicable, in accordance with their terms and the terms of the subscription receipt agreement (as defined in the merger agreement).
• Immediately prior to the effective time and concurrent with the automatic exchange of the subscription receipts into Naked common shares or Haw 2 common shares, as applicable, the simple agreements for future equity of Naked (the Naked SAFEs) will automatically be converted into Naked common shares in accordance with their terms (which, for clarity, conversion at a 20-per-cent discount representing 17.02 cents, to the price of the subscription receipts, being 21.28 cents per subscription receipt).
• Subco and Naked will merge under the Nevada Business Corporations Act pursuant to the terms of an agreement and a plan of merger to form a new company (Mergeco).
• Each Naked common share held by Canadian resident shareholders (as defined in the merger agreement) shall be cancelled, without any repayment of capital in respect thereof and its holder shall receive 1.9346 fully paid and non-assessable common shares of the resulting issuer at a deemed price of 11 cents per Naked common share.
• Each Naked common share shall be exchanged by each holder, other than Canadian resident shareholders, for 1.9346 resulting issuer common shares at a deemed price of 11 cents per Naked common share and each Naked common share so exchanged shall be cancelled.
• Each share of common stock of Subco will be cancelled and replaced by one share of common stock of Mergeco issued to the resulting issuer.
• Each exchangeable company warrant (as defined in the merger agreement) issued and outstanding immediately prior to the effective time shall be exchanged for one resulting issuer warrant (as defined in the merger agreement) on economically equivalent terms and all exchangeable company warrants so exchanged for resulting issuer warrants shall be cancelled.
• Each private placement finder's warrant (as defined in the merger agreement) issued by Naked and outstanding immediately prior to the effective time shall be exchanged for one resulting issuer finder's warrant (as defined in the merger agreement) on economically equivalent terms, and all private placement finders' warrants so exchanged for resulting issuer finders' warrants shall be cancelled.
• In consideration for the issuance of the resulting issuer common shares, resulting issuer warrants and resulting issuer finders' warrants to effect the merger, Mergeco will issue to the resulting issuer one Mergeco share for each resulting issuer common share issued in exchange for the Naked common shares, each resulting issuer warrant issued in exchange for the exchangeable company warrants and each resulting issuer finder's warrant issued in exchange for the private placement finders' warrants issued by Naked as described above.
• Mergeco will be a wholly owned subsidiary of the resulting issuer, with the resulting issuer holding all of the issued and outstanding Mergeco shares, and the resulting issuer will carry on the business previously carried on by Naked under the name Naked Revival.

Assuming maximum participation in the private placement and the additional financing of up to $100,000 worth of Naked SAFEs, upon closing of the transaction, it is anticipated that an aggregate of 96,768,820 resulting issuer common shares will be issued and outstanding (non-diluted) and that: (i) the current Haw 2 shareholders will hold 14 million resulting issuer common shares, representing approximately 14.47 per cent of the outstanding resulting issuer common shares (non-diluted); (ii) the current Naked shareholders will hold 45,455,323 resulting issuer common shares, representing 46.97 per cent of the outstanding resulting issuer common shares (non-diluted); (iii) the anticipated subscription receipt holders, assuming maximum participation in the private placement, will hold 27,273,496 resulting issuer common shares, representing 28.18 per cent of the outstanding resulting issuer common shares (non-diluted); and (iv) the anticipated Naked SAFE holders, assuming maximum participation in the additional Naked SAFE financing, will hold 8,040,001 resulting issuer common shares, representing 8.31 per cent of the outstanding resulting issuer common shares (non-diluted).

Upon closing of the transaction, it is anticipated that an aggregate of six million resulting issuer warrants will be issued and outstanding, being exercisable at 11 cents per resulting issuer warrant for a period of three years from their issue date. Upon closing of the transaction, it is anticipated that an aggregate of 1,909,145 resulting issuer finders' warrants will be issued and outstanding, being exercisable at 11 cents per resulting issuer finder's warrant for a period of 18 months from their issue date.

Pursuant to the terms of the merger agreement, completion of the transaction is subject to a number of conditions precedent, including, but not limited to, the satisfaction or waiver of closing conditions customary to transactions of the nature of the transaction, obtaining all requisite shareholder and corporate approvals, approvals of all regulatory bodies having jurisdiction in connection with the transaction, and the final approval of the TSX-V, including the satisfaction of its initial listing requirements. There can be no assurance that the transaction will be completed as proposed or at all.

Trading suspension

The common shares of Haw 2 are currently suspended from trading and are expected to remain suspended pending completion of the transaction.

Additional information

All information contained in this news release with respect to Haw 2 and Naked was supplied by the parties respectively for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Additional terms of the transaction were previously disclosed in the news release of Haw 2 dated Aug. 8, 2025, and available under Haw 2's SEDAR+ profile.

We seek Safe Harbor.