Mr. Scott McGregor reports

HAW CAPITAL 2 CORP. PROVIDES ADDITIONAL INFORMATION REGARDING QUALIFYING TRANSACTION

Haw Capital 2 Corp., further to its news releases dated May 12, 2025, Aug. 8, 2025, and Nov. 21, 2025, is pleased to provide additional information in compliance with Section 11.2 of TSX Venture Exchange Policy 2.4 regarding the proposed business combination with Naked Revival Inc. 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.

Terms of the transaction

The transaction, if completed, will result in the acquisition of all of the issued and outstanding Naked common shares (as defined below) by Haw 2 on the basis of 1.9346 resulting issuer common shares (as defined below) for each one Naked common share issued and outstanding at a deemed price of 11 cents per Naked common share, except for those resulting issuer common shares issued in connection with the SAFEs (as defined below), which will be issued at a deemed price of 8.8 cents per Naked common share. Additionally, the transaction, if completed, will result in the acquisition of all of the issued and outstanding Naked replacement warrants (as defined below) by Haw 2 on the basis of one common share purchase warrant of the resulting issuer for each one Naked replacement warrant.

As of the date hereof, there is an aggregate of 23,495,980 Naked common shares issued and outstanding, including an aggregate of 664,200 Naked common shares issued in connection with Naked's debt conversions on Aug. 18, 2025, and Oct. 2, 2025, to holders of an aggregate of $119,556.45 of debt owed by Naked. On closing of the transaction, it is expected that an aggregate of 45,455,323 resulting issuer common shares will be issued to holders of Naked common shares.

As of the date hereof, there is an aggregate of $607,500 worth of SAFEs issued. Such SAFEs will convert to Naked common shares at a 20-per-cent discount to the Naked common share issue price upon the occurrence of, among other things, the conversion of the subscription receipts (as defined below) upon satisfaction of the escrow release conditions (as defined below). Upon satisfaction of the escrow release conditions, conversion of the subscription receipts and immediately prior to the merger (as defined below), each SAFE will be converted, without payment of any additional consideration and without further action on the part of its holder, into one Naked common share at a deemed price of 17 cents per Naked common share. On closing of the transaction, it is expected that an aggregate of 6,903,605 resulting issuer common shares will be issued to current holders of the SAFEs.

On Nov. 5, 2025, Naked issued an aggregate of six million common share purchase warrants, with an exercise price of 11 cents and an expiration date of Nov. 5, 2028, as replacement warrants in connection with the cancellation of an aggregate of 10 million common share purchase warrants of Naked, with an exercise price of seven U.S. cents reserved for issuance on Dec. 20, 2023, and cancelled on Aug. 20, 2025. On closing of the transaction, it is expected that an aggregate of six million common share purchase warrants of the resulting issuer, with each purchase warrant having an exercise price of 11 cents and an expiration date of 18 months from their issue date, will be issued to holders of Naked replacement warrants.

Additional information regarding Naked

Naked is a privately held company founded and led by Joel Primus (chief executive officer). Naked is a premium lifestyle brand offering men's luxury underwear, apparel basics, home essentials and wellness accessories, founded by Mr. Primus in 2023. Drawing on management's experience of over 15 years in fabric sourcing, product innovation, development and sales, Naked aims to capture growth in the luxury men's underwear and apparel market by targeting Gen Z and Millennials across North America. Naked intends to connect its customers to a wellness-centred experience through the products it produces and sells, as well as its digital environment. Naked's products are sold primarily through its direct-to-consumer e-commerce platform, giving it complete control of the presentation of the brand and its relationships with customers. Naked expects to expand into women's underwear and loungewear, as well as skincare, supplements and limited home essentials. Naked was incorporated in 2023 under the Nevada Business Corporations Act pursuant to the laws of the State of Nevada.

Naked is an early-stage business with early-stage business operations based in the state of Nevada in the United States. In October, 2023, Naked started working with Challenger Athletic Apparel Inc., where development of the men's underwear line was discussed, and research and development were initiated. Naked then started additional research and development with Roopa Knitting Mills Ltd. for Canadian-made men's clothing basics, including T-shirts, sweatshirts and sweatpants. On Oct. 30, 2023, Naked completed a private placement financing, whereby it issued 18.27 million Naked common shares at a price of 0.01 U.S. cent per Naked common share, for aggregate gross proceeds of approximately $1,820 (U.S.). On Dec. 13, 2023, and Dec. 31, 2023, Naked completed a private placement financing, whereby it issued an aggregate of 747,221 Naked common shares at a price of 18 U.S. cents per Naked common share, for aggregate gross proceeds of approximately $134,499.78 (U.S.).

In the first quarter of 2024, Naked continued research and development discussions, finalized prototypes, approved samples, and received an SMS (salesman sample product) for the men's underwear styles. The SMS men's underwear was approved for a limited purchase of 200 units per style in March, 2024. In June, 2024, Naked engaged with a third party manufacturer to collaborate on the development of a candle, coffee cup and skipping rope. On June 25, 2024, Naked completed its prebeta launch of the SMS men's underwear through its direct-to-consumer e-commerce platform, NakedRevival.com. As of the year ended Dec. 31, 2024, Naked's total revenues were $3,297.56 (U.S.). The launch of this platform represents a transition from a development-stage company to an operating company with revenue-generating activities.

On July 28, 2025, and July 29, 2025, Naked completed a financing of $607,500 worth of SAFEs. The proceeds of such SAFE financings have been used for general and working capital purposes in connection with the advancement of the business of Naked. In late July to early August, 2025, the final version of the SMS was approved by Naked and a purchase order of approximately 200 units per style was made. Naked established its third party warehouse for storage and distribution of its products and finalized designs, and purchased the final products for a candle, coffee cup and skipping rope, as an initial test order for its home essentials product line, in August, 2025. On Oct. 23, 2025, Naked completed its beta launch of SMS men's underwear and apparel basics through its direct-to-consumer e-commerce platform, NakedRevival.com. As of the date of this press release, Naked's total revenues between the prebeta and beta launch are $4,453.56 (U.S.). The beta launch of this platform represents a transition from a development-stage company to an operating company with revenue-generating activities. On Oct. 30, 2025, Naked Revival added its men's clothing basics collection to its e-commerce platforms.

No registered or beneficial shareholder of Naked owns, directly or indirectly, or exercises control or direction over, more than 10 per cent of any class of voting securities of Naked, other than Mr. Primus (13.56 per cent).

Summary of selected Naked financial information

An attached table includes Naked's financial highlights from the audited financial statements as at and for the years ended Dec. 31, 2024, and Dec. 31, 2023, and the unaudited interim financial statements as at and for the three and nine months ended Sept. 30, 2025.

Interests of insiders, promoters or control persons

Another table is a summary of the interests of the non-arm's-length parties (as defined in Form 3B1-3B2 of the TSX-V) of Haw 2 in Naked.

Non-arm's-length transaction

The transaction does not constitute a non-arm's-length qualifying transaction (as defined in Form 3B1-3B2 of the TSX-V) within the meaning of the CPC policy and the transaction is not subject to the approval of securityholders of Haw 2. Shareholders of Naked will be asked to approve the merger of Naked and a wholly owned subsidiary of Haw 2 by way of unanimous written resolution pursuant to the laws of the State of Nevada.

Updates to management of resulting issuer

Upon completion of the transaction, the individuals indicated below are expected to be appointed as the officers and directors of Haw 2 upon completion of the transaction.

Joel Primus, 39, chief executive officer and director

Mr. Primus will assume the role of CEO and director of the resulting issuer. In this capacity, Mr. Primus will be responsible for the execution of the strategic plan of the resulting issuer, as well as implementing the decisions, guidelines and policies of the resulting issuer board of directors. Mr. Primus will work full time for the resulting issuer as an employee of the resulting issuer.

Over the past five years, Mr. Primus has been an entrepreneur and the original founder of Naked Underwear and Naked Brands. He helped raise over $20-million (U.S.), establishing retail distribution at Holt Renfrew, Nordstrom, Hudson's Bay, Bloomingdale's and other high-end retailers. Subsequently, Mr. Primus navigated a merger with Australian-based Bendon Lingerie, in connection with the sale of the company. Mr. Primus also co-founded Kosan, a travel clothing company that launched a successful kickstarter apparel product, reaching nearly $1-million (U.S.) 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 advisor and documentary filmmaker. He is the current CEO of Naked. He was previously a director of Vegano Foods Inc. until 2023, and is a current director of 5D Acquisition Corp. and Medaro Mining Corp.

Rob Blair, 54, chief creative officer

Mr. Blair will assume the role of chief creative officer of the resulting issuer. In this capacity, Mr. Blair will report directly to the CEO and lead the creative vision for Naked, overseeing brand expression across products, marketing, content, retail and customer experience. As chief creative officer, he will manage creative strategy, product storytelling, campaigns and partnerships, and supervise art direction and marketing initiatives. Mr. Blair will collaborate with the CEO, participate in strategic discussions and support growth objectives. He will work full time as an employee of the resulting issuer.

Mr. Blair is a consultant for Future Classic Group Ltd. He completed a diploma of technology in marketing management from the British Columbia Institute of Technology in 2001 and completed a bachelor of commerce from Royal Roads University in 2006. Mr. Blair has nearly two decades of experience in building apparel and sportswear brands, specializing in design, merchandising and corporate brand strategy. He has worked with industry leaders such as Red Bull, Lululemon, Gap Body and Nike. He was previously the chief operating officer of RYU Apparel Inc. He is currently a consultant for Future Classic Group Ltd. and a director of Naked, and will be transitioning to the role of chief creative officer upon closing of the transaction.

Gurleen Kaur, 36, chief financial officer and corporate secretary

Mr. Kaur will assume the role of chief financial officer and corporate secretary of the resulting issuer. In this capacity, she will be responsible for the financial management of the resulting issuer, including financial reporting, corporate accounting, budgeting and forecasting, as well as stewardship of internal controls. Mr. Kaur will work full time for the resulting issuer as an employee of the resulting issuer.

Mr. Kaur is the senior manager of financial reporting and advisory services at Treewalk Ventures Inc. She obtained her chartered professional accountant (CPA) designation in January, 2018, and completed her bachelor of business administration degree from the British Columbia Institute of Technology in June, 2015. Prior to joining Treewalk Ventures Inc., she worked at Dale Matheson Carr-Hilton LaBonte LLP from June, 2014, to August, 2025, progressing from accountant to senior manager in audit and assurance.

Brad McCann, 63, chief product officer and vice-president of development and operations

Mr. McCann will assume the role of chief product officer and VP of development and operations of the resulting issuer. In this capacity, Mr. McCann will be responsible for overseeing all product development for men's luxury underwear, apparel basics, home essentials, wellness accessories, women's apparel and lifestyle products. He will manage global manufacturing, supply chain, logistics, tech packs, quality assurance, pricing and inventory planning. Mr. McCann will support merchandising, wholesale relationships and the buildout of new product verticals in partnership with the CEO and chief creative officer. As the operational backbone of Naked, he will drive product innovation, supply chain efficiency and end-to-end execution across all physical goods. Mr. McCann will work full time for the resulting issuer as an employee of the resulting issuer.

Mr. McCann has a 20-plus-year record of achievements in the sports, travel, outdoor, wellness and lifestyle markets. He has extensive international experience and global consumer insight -- developing and executing global branding initiatives for a diverse group of premium brands and leading international retailers such as Timberland LLC, Cannondale Bicycle Corp., Under Armour, Inc., ANTA Sports Products Ltd., Skis Rossignol S.A., Urban Outfitters Inc., Canadian Tire Corp. Ltd. and Intersport International Corp. He has worked in consulting and held executive VP roles at Canadian Tire, SIGG Switzerland Bottles AG and KISKA GmbH. Mr. McCann is currently the founder and managing partner of Product Platform Solutions Inc. Mr. McCann currently holds the product design advisory committee chair at the Wilson School of Design at Kwantlen Polytechnic University.

Scott McGregor, 54, director

Mr. McGregor will assume the role of director of the resulting issuer. Mr. McGregor is currently a director and the CEO of Haw 2 since its incorporation and Vencanna Ventures Inc. since 2018. He has 20 years of energy and investment banking experience, in addition to experience in the payments, cannabis and e-sports industries. Mr. McGregor began his investment banking career in 1998 with Levesque Beaubien Geoffrion and his most recent investment banking position was with Mackie Research Capital Corp., where he served as a managing director, investment banking. Mr. McGregor previously held similar positions with Casimir Capital Ltd., Acumen Capital Partners and Octagon Capital Corp. Most recently, Mr. McGregor served as the director, financial services, at Invest Alberta Corp. (IAC). IAC is a Crown corporation established to promote Alberta and attract high-value and high-impact investments by highlighting the quantitative and qualitative advantages the province offers. Prior thereto, Mr. McGregor was an executive at Merrco Payments Inc., an e-commerce payments platform. He has served as a director of Blackhawk Resources Corp., Golo Mobile Inc., Haw Capital Corp., Gegs Capital Corp. and UMG Media Ltd. Mr. McGregor holds a master of business administration from the University of Toronto, as well as a bachelor of arts (honours) from Queen's University.

Andrew Kaplan, 58, director

Mr. Kaplan will assume the role of director of the resulting issuer. 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 (U.S.) 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 directors of Majesco Entertainment Company, PolarityTE Inc., Riot Blockchain Inc. and U.S. Gold Corp. Currently, Mr. Kaplan acts as capital markets advisor to Energy Fuels Inc. and Avino Silver & Gold Mines Ltd. His newest venture is co-CEO of Sherman Theatrical Entertainment. Mr. Kaplan holds a bachelor of science in business administration in finance and insurance from the University of Hartford.

Michael Gheyle, 56, director

Mr. Gheyle will assume the role of director of the resulting issuer. Mr. Gheyle has worked for over 30 years in international capital markets. His experience includes wealth management, derivative trading, corporate finance, institutional sales, mergers and acquisitions, venture capital, and private equity, as well as numerous engagements. Mr. Gheyle has developed a passion for assisting companies to navigate the public markets both in North America and in Europe. He has helped multiple companies across many industry sectors raise in excess of $100-million in aggregate. He also has held executive, board and advisory positions with a number of public and private companies. More recently, he was CEO and chairman of Discovery Energy Metals Corp., Canada (formerly, Discovery Lithium Corp.). He is currently a director of Kiboko Gold Inc., Canada, and a director of Oyama Capital Corp., and is acting in an advisory role to Solo Automotive Inc., ID Base Technologies, Hyperion AI Technologies, Ameriwest Critical Metals Inc. and Nova Pacific Metals Corp. Mr. Gheyle holds a bachelor of commerce from UBC Sauder School of Business with majors in finance and accounting.

Financing arrangements

Private placement

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 Haw 2, as applicable, which upon satisfaction of the escrow release conditions (as defined in the merger agreement (as defined below)) and completion of the merger will convert into a maximum of 27,273,496 common shares in the capital of the resulting issuer, 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 private placement in due course.

In connection with the private placement, Naked or Haw 2 may pay certain finders finders' fees comprising 7 per cent in cash and 7 per cent in common share purchase warrants, exercisable for 18 months with an exercise price of 11 cents for non-presidents list investors, and certain finders finders' fees of 4 per cent in cash and 4 per cent in private placement finders' warrants for president's list investors.

The proceeds of the private placement are expected to be used for general and working capital purposes in connection with the advancement of the business of the resulting issuer following completion of the transaction.

SAFE financing

In connection with the transaction, Naked may complete a private placement of up to $100,000 worth of additional SAFEs. The SAFEs will convert to Naked common shares at a 20-per-cent discount to the Naked common share issue price upon the occurrence of, among other things, the conversion of the subscription receipts upon satisfaction of the escrow release conditions.

Upon satisfaction of the escrow release conditions, conversion of the subscription receipts and immediately prior to the merger, each SAFE will be converted, without payment of any additional consideration and without further action on the part of its holder, into one Naked common share at a deemed price of 17 cents per Naked common share.

The proceeds of such SAFE financing are expected to be used for general and working capital purposes in connection with the advancement of the business of Naked.

Finders' fees or commissions

In connection with the transaction, Scott McGregor (a non-arm's-length party, as defined in the policies of the TSX-V) was issued one million Naked common shares, at a deemed price of 18 cents as a finder's fee for his assistance in bringing the transaction together. The Haw 2 board of directors, with Mr. McGregor abstaining, approved the finder's fee on Oct. 16, 2025.

Additionally, following completion of the transaction, subject to the approval of the TSX-V, an aggregate of two million common shares in the capital of the resulting issuer will be issued to Minerax UG (haftungsbeschrankt), Plutus Bridge Capital Inc. and Black Swan Solutions Inc. with each such finder receiving one million, 500,000 and 500,000 resulting issuer common shares, respectively, as compensation for such finder's role in introducing Haw 2 and Naked, and such finder's assistance in bringing the transaction together. Each of Minerax (haftungsbeschrankt), Plutus Bridge Capital and Black Swan Solutions are arm's length to both Haw 2 and Naked. The resulting issuer common shares will be issued to such finders at a deemed price of 11 cents per resulting issuer common share.

Trading halt

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

Conditions to completion of transaction

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.

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 releases of Haw 2 dated May 12, 2025, Aug. 8, 2025, and Nov. 21, 2025, and are available under Haw 2's SEDAR+ profile.

We seek Safe Harbor.