An anonymous director reports

TIMS CHINA ANNOUNCES COMPLETION OF EXCHANGE OFFER AND CONSENT SOLICITATION AND NOTICE TO EXERCISE RIGHT TO EXCHANGE REMAINING OUTSTANDING WARRANTS

Restaurant Brands International Inc.'s TH International Ltd., the exclusive operator of Tim Hortons coffee shops and Popeyes restaurants in China, has completed its previously announced exchange offer and consent solicitation relating to its outstanding warrants.

After accounting for warrants tendered pursuant to guaranteed delivery procedures, 14,074,988 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and 100 per cent of the outstanding private placement warrants, respectively, were validly tendered and not validly withdrawn prior to the expiration of the offer and consent solicitation.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 also entered into an amendment to the warrant agreement governing the warrants.

The company further announced that it will exercise its right, in accordance with the terms of the warrant amendment, to exchange each warrant that was 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 will issue approximately 5,419,800 ordinary shares in exchange for all of its outstanding warrants, increasing the ordinary shares outstanding from approximately 160,348,112 to approximately 165,767,912.

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.

About TH International Ltd.

TH International (Nasdaq: THCH) is the parent company of the exclusive master franchisees of Tim Hortons coffee shops in mainland China, Hong Kong and Macau and Popeyes restaurants in mainland China and Macau. Tims China was founded by Cartesian Capital Group and Tim Hortons Restaurants International, a subsidiary of Restaurant Brands International (Toronto Stock Exchange: QSR) (New York Stock Exchange: QSR).

The company's philosophy is rooted in world-class execution and data-driven decision making and centred on true local relevance, continuous innovation, genuine community and absolute convenience.

We seek Safe Harbor.