Haw Capital 2 Corp. Provides Update on Qualifying Transaction

Calgary, Alberta--(Newsfile Corp. - July 8, 2026) - Haw Capital 2 Corp.(TSXV: HAW.P)("Haw 2"), a capital pool company under TSX Venture Exchange (the "TSXV") Policy 2.4 (the "CPC Policy"), announces, further to its press releases dated August 8, 2025, November 21, 2025, March 2, 2026 and April 2, 2026, additional updates to the previously announced business combination (the "Transaction") with a wholly-owned subsidiary of Haw 2 ("Subco") and Naked Revival Inc. ("Naked"), which is intended to constitute Haw 2's "Qualifying Transaction", as such term is defined in the CPC Policy.

The parties remain committed to pursuing the proposed Qualifying Transaction. However, due to the passage of time since the filing of Haw 2's filing statement dated March 31, 2026 (the "Filing Statement"), the Filing Statement is no longer current for purposes of TSXV requirements. The parties intend to file an amended and restated filing statement containing updated financial and other disclosure. Discussions regarding the proposed Qualifying Transaction remain ongoing and the Transaction has not been terminated. As a result, the parties will not complete the Transaction in the time required by the CPC Policy; expected timing of closing of the Transaction will be determined at a later date.

"We remain committed to completing the Transaction and becoming a publicly traded company. While additional time is needed to update our disclosure materials, we continue to believe this Transaction provides the right path forward for Naked," said Joel Primus, Chief Executive Officer and Director of Naked.

"We continue to believe in Naked's strategy, business model and team, and remain committed to completing the Transaction. We appreciate the patience of our stakeholders as the parties work to finalize the required disclosure updates and complete the Transaction," said Scott McGregor, Chief Executive Officer and Director of Haw 2.

Trading Halt

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

Additional Information

All information contained in this press 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 August 8, 2025, November 21, 2025, March 2, 2026 and April 2, 2026 and are available under Haw 2's SEDAR+ profile at www.sedarplus.ca.

For further information:

Reader Advisory

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV 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 amended and restated filing statement to be filed 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 a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the Transaction and the satisfaction of the conditions to completion thereof; the anticipated preparation and timing of filing of an amended and restated filing statement; the proposed structure by which the Transaction, including any private placement or other financing, are to be completed; plans, prospects and the ability to grow and create shareholder value for the Resulting Issuer; growth plans of the Resulting Issuer; that the Transaction will constitute a Qualifying Transaction, as such term is defined in the CPC Policy, the anticipated closing date, and the commencement of trading of the Resulting Issuer Shares on the TSXV and the expected timing thereof. Haw 2 cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Haw 2 and Naked, including expectations and assumptions concerning Haw 2, Naked, the Transaction, any private placement or other financing, the timely receipt of all required TSXV and regulatory approvals and exemptions (as applicable), and the satisfaction of other closing conditions in accordance with the terms of the merger agreement entered into among Haw 2, Subco and Naked dated November 21, 2025, as amended by an amending agreement dated effective February 27, 2026, as well as other risks and uncertainties. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Haw 2. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release are made as of the date of this press release, and Haw 2 does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

/NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/304455

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