An anonymous director reports

TIMS CHINA ANNOUNCES SUCCESSFUL WARRANT EXCHANGE OFFER

Restaurant Brands International Inc.'s TH International Ltd. (Tims China) has released the successful results of its exchange offer and consent solicitation relating to its outstanding warrants. The offer and consent solicitation expired at 11:59 p.m. Eastern Time on June 9, 2023.

The company has been advised that 14,073,888 public warrants and 5.65 million private placement warrants, or approximately 81.6 per cent of the outstanding public warrants and 100 per cent of the outstanding private placement warrants, respectively, were validly tendered and not validly withdrawn prior to the expiration of the offer and consent solicitation. The company expects to accept all validly tendered warrants for exchange and settlement on or before June 14, 2023.

Pursuant to the consent solicitation, the company received the approval of parties representing approximately 81.6 per cent of the outstanding public warrants and 100 per cent of the outstanding private placement warrants to amend the warrant agreement that governs the warrants, which exceeds the thresholds required to effect the warrant amendment. Accordingly, the company and Continental Stock Transfer & Trust Company entered into the warrant amendment, dated June 12, 2023, and the company announced that it will exercise its right, in accordance with the terms of the warrant amendment, to exchange each warrant that is outstanding upon the closing of the offer for 0.216 ordinary share per warrant, which is a ratio 10 per cent less than the exchange ratio applicable to the offer. The company has fixed the date for the postoffer exchange as June 27, 2023.

Pursuant to the offer and the postoffer exchange, the company is issuing 5,419,773 ordinary shares in exchange for the warrants tendered in the offer, increasing the ordinary shares outstanding from approximately 160,348,112 to 165,767,885.

As a result of the completion of the offer and the postoffer exchange, no warrants will remain outstanding. Accordingly, the public warrants will be suspended from trading on the Nasdaq and will be delisted upon completion of the postoffer exchange. The ordinary shares will continue to be listed and trade on the Nasdaq under the symbol THCH.

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.

Merrill Lynch (Asia Pacific) Ltd. was the dealer manager for the offer and consent solicitation. D.F. King & Co. Inc. served as the information agent for the offer and consent solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent for the offer and consent solicitation.

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