An anonymous director of TH International reports

TIMS CHINA ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER AND CONSENT SOLICITATION RELATING TO WARRANTS

TH International Ltd., the exclusive operator of Restaurant Brands International Inc.'s Tim Hortons coffee shops and Popeyes restaurants in China, has commenced an exchange offer and consent solicitation relating to its outstanding: (i) public warrants to purchase ordinary shares of the company, par value 0.000939586994067732 cent, which warrants trade on the Nasdaq Capital Market under the symbol THCHW; and (ii) private placement warrants to purchase ordinary shares. The purpose of the offer and consent solicitation is to simplify the company's capital structure and reduce the potential dilutive impact of the warrants, thereby providing the company with more flexibility for financing its operations in the future.

Exchange offer and consent solicitation relating to warrants

The company is offering to all holders of the warrants the opportunity to receive 0.24 ordinary share in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the offer. Pursuant to the offer, the company is offering up to an aggregate of 5,496,000 ordinary shares in exchange for the warrants.

Concurrently with the offer, the company is also soliciting consents from holders of the warrants to amend the warrant agreement that governs all of the warrants to permit the company to require that each warrant that is outstanding upon the closing of the offer be exchanged for 0.216 ordinary share, which is a ratio 10 per cent less than the exchange ratio applicable to the offer. Pursuant to the terms of the warrant agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 50 per cent of the public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, at least 50 per cent of the private placement warrants. Parties representing approximately 16 per cent of the public warrants and approximately 68 per cent of the private placement warrants have agreed to tender their public warrants and private placement warrants (as applicable) in the offer and to consent to the warrant amendment in the consent solicitation, pursuant to a tender and support agreement. Accordingly, if holders of an additional approximately 34 per cent of its public warrants consent to the warrant amendment in the consent solicitation, and the other conditions of the offer are satisfied or waived, then the warrant amendment will be adopted.

The offering period will continue until 11:59 p.m. Eastern Time on June 9, 2023, or such later time and date to which the company may extend, as described in the company's schedule TO and prospectus/offer to exchange (each as defined below). Tendered warrants may be withdrawn by holders at any time prior to the expiration date.

The offer and consent solicitation are being made pursuant to a prospectus/offer to exchange, dated May 12, 2023, and schedule TO, dated May 12, 2023, each of which has been filed with the U.S. Securities and Exchange Commission and more fully set forth the terms and conditions of the offer and consent solicitation.

The company has engaged Merrill Lynch (Asia Pacific) Ltd. as the dealer manager for the offer and consent solicitation. Any questions or requests for assistance concerning the offer and consent solicitation may be directed to Merrill Lynch (Asia Pacific) at: Merrill Lynch (Asia Pacific), care of BofA Securities Inc., 1 Bryant Park, New York, N.Y., 10036, attention: prospectus department, e-mail: dg.prospectus_request@bofa.com.

D.F. King & Co. Inc. has been appointed as the information agent for the offer and consent solicitation, and Continental Stock Transfer & Trust Company has been appointed as the exchange agent.

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