Mr. Scott McGregor reports

HAW CAPITAL 2 CORP. ANNOUNCES CONDITIONAL ACCEPTANCE OF QUALIFYING TRANSACTION AND FILING OF FILING STATEMENT

Haw Capital 2 Corp., further to its news releases dated Aug. 8, 2025, Nov. 21, 2025, and March 2, 2026, describing a business combination with a wholly owned subsidiary of Haw 2 (Subco) and Naked Revival Inc., has received conditional approval from the TSX Venture Exchange for the transaction as Haw 2's qualifying transaction, as such term is defined in the CPC (capital pool company) policy.

The TSX-V has also approved the filing of Haw 2's filing statement dated March 31, 2026, prepared in connection with the transaction. Further information concerning Haw 2, Naked and the transaction is contained in the filing statement, which is available for review under Haw 2's SEDAR+ profile.

Subject to satisfaction of all conditions and approvals in accordance with the terms of the merger agreement entered into among Haw 2, Subco and Naked dated Nov. 21, 2025, as amended by an amending agreement dated effective Feb. 27, 2026, including final acceptance by the TSX-V of the transaction as Haw 2's qualifying transaction and its approval of the listing of the common shares of the combined entity on the TSX-V, the transaction is expected to close in the second quarter of 2026, or such other date as may be agreed upon by Haw 2 and Naked. Upon completion of the transaction, Haw 2 expects the resulting issuer shares to commence trading on the TSX-V under the symbol NAKD two trading days following the closing date.

Naked expects to complete a proposed financing, by way of private placement, of a minimum of 9,398,496 subscription receipts (assuming the minimum private placement (as defined in the filing statement)) and a maximum of 23,496,240 subscription receipts (assuming the maximum private placement (as defined in the filing statement)) at a price of 21.28 cents per subscription receipt for gross proceeds of a minimum of $2-million and a maximum of $5-million. Subject to approval of the TSX-v and agreement by the parties, the minimum private placement may be reduced by an amount equal to the gross proceeds received by Naked from arm's-length purchasers of simple agreements for future equity. Upon satisfaction of the escrow release conditions (as defined in the filing statement) and completion of the transaction, it is expected the subscription receipts will convert into a minimum of 18,182,330 resulting issuer shares and a maximum of 45,455,825 resulting issuer shares.

"This milestone marks a key step in building our platform as a publicly traded company, where we believe a business like ours is best suited to grow. With conditional approval in place, we are entering the final phase of the transaction and the private placement, giving us the capital to scale. We're focused on building a category-defining wellness and apparel platform grounded in strong unit economics and long-term customer value," said Joel Primus, chief executive officer and director of Naked.

"We're grateful for the collaboration and effort from all parties to reach this milestone. Our decision to select Naked as our qualifying transaction was grounded in a clear conviction in Naked's strategy, business model and team. Reaching this milestone reinforces that view, and we believe the resulting issuer is well positioned to grow and create long-term shareholder value," said Scott McGregor, chief executive officer and director of Haw 2.

Trading suspension

The common shares of Haw 2 are currently halted 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 releases of Haw 2 dated Aug. 8, 2025, Nov. 21, 2025, and March 2, 2026, and are available under Haw 2's SEDAR+ profile.

We seek Safe Harbor.