NAKED REVIVAL SAFE Offering
On July 28, 2025 and July 29, 2025, certain persons invested an aggregate of C$607,500, of which an aggregate of C$255,000 was invested by certain insiders of HAW2 and C$25,000 was invested by certain insiders of NAKED REVIVAL, in simple agreements for equity (each, a "SAFE"), issued by NAKED REVIVAL. Each SAFE provides, among other things, that (a) in the event of an equity financing of NAKED REVIVAL (a "NAKED REVIVAL Financing") such SAFE will automatically convert into the number of shares of common stock of NAKED REVIVAL (each, a "NAKED REVIVAL Stock") 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%; 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 SAFEs 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 (the "Amending Agreement") dated August 7, 2025 amending the letter of intent between the Parties dated May 7, 2025 with respect to the Transaction (as amended, the "Amended Letter of Intent"). 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 (the "Concurrent Financing") from C$1,750,000 to C$2,000,000 (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 (the "Definitive Agreement") on or before September 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 October 31, 2025; and (c) removes the requirements of HAW2 to advance to NAKED REVIVAL (i) a secured loan of C$25,000, and (ii) a further loan of up to C$250,000.
About HAW2
HAW2 is a Capital Pool Company (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 (each, a "HAW2 Share") are listed for trading on the Exchange under the symbol HAW.P.
About NAKED REVIVAL
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 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.
For more information, visit https://nakedrevival.com/ or follow @nakedrevival on Instagram.
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 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.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
For further information, please contact:
HAW Capital 2 Corp.
Scott McGregor, Chief Executive Officer
Phone: 403-669-6065
Email: scott@mcgregorcorp.com
NAKED REVIVAL Inc.
Joel Primus, Chief Executive Officer
Phone: 778-680-9213
Email: joel@nakedrevival.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward-Looking Information
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements are statements other than statements of historical fact that can be identified by phrases such as "expects", "anticipates", "intends", "aims", "plans" and "believes", and are based on expectations, estimates and projections as at the date of this news release. Forward-looking statements in this news release include, but are not limited to, statements with respect to: the proposed terms of the Transaction, the Definitive Agreement and the Concurrent Financing; the terms of the SAFEs and the conversion of the SAFE; and the business of NAKED REVIVAL. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; failure to enter into the Definitive Agreement with respect to the Transaction; failure to complete the Concurrent Financing; failure of the Exchange to approve the Transaction; that factors may occur which impede NAKED REVIVAL's future business plans; the results of continued development, marketing and sales; and other factors beyond the control of HAW2 and NAKED REVIVAL. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. HAW2 disclaims any intention or obligation to update or revise any forward-looking statements in this news release, whether as a result of new information, future events or otherwise, except as required by law.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261830