TH International Limited (NASDAQ:THCH), the parent company of the exclusive master franchisees of Tim Hortons coffee shops in China ("Tims China" or the "Company"), today announced that its Board of Directors (the "Board") has appointed Mr. Kwok Wah Cheung as the Company's Chief Executive Officer ("CEO") effective June 15, 2026, as part of its ongoing succession planning process.

Issuance of Additional Senior Secured Convertible Notes

In addition to these leadership changes, the Company today announced that it has entered into a definitive agreement with Tim Hortons Restaurants International GmbH ("THRI"), for the issuance of additional senior secured convertible notes ("Additional Notes") in an aggregate principal amount of up to US$55.0 million, which will be consolidated and form a single series with, and rank pari passu with the existing US$89.9 million floating rate senior secured convertible notes due 2029 issued by the Company on December 2, 2025 (the "Original Notes", together with the "Additional Notes", the "Notes").

The Additional Notes are to be issued pursuant to the indenture dated December 2, 2025 governing the Notes, and will have the same terms as the Original Notes, including interest rate, conversion price and maturity date, security package and covenant terms.

The Company will use part of the proceeds from the issuance of the Additional Notes for further expansion of its store network and funding the working capital and operating expenditure requirements of the Company and its subsidiaries.

The transaction will be executed in four separate tranches, with the initial tranche of $15.8 million to be issued in the third quarter of 2026 and the final tranche expected in the first quarter of 2027. Each tranche remains subject to customary and other closing conditions, including required regulatory approvals in China and certain business performance milestone conditions.