Tim Hortons China executed a non-binding letter of intent to acquire Silver Crest Acquisition Corporation (NasdaqCM:SLCR) from Silver Crest Management LLC and others in a reverse merger transaction on April 6, 2021. Tim Hortons China entered into an agreement to acquire Silver Crest Acquisition Corporation (NasdaqCM:SLCR) from Silver Crest Management LLC and others for $1.7 billion in a reverse merger transaction on August 13, 2021. Under the terms of transaction, each Class B Ordinary Share of Silver Crest outstanding immediately prior to the First Effective Time will be automatically converted into one Class A Ordinary Share of Silver Crest and, after giving effect to such automatic conversion and the Unit Separation, each issued and outstanding Class A Share will no longer be outstanding and will automatically be converted into the right of the holder thereof to receive one ordinary share of TH International Limited after giving effect to the Share Split. Each issued and outstanding warrant of Silver Crest sold will automatically and irrevocably be assumed by Tim Hortons and converted into a corresponding warrant exercisable for Tim Hortons Ordinary Shares. Following acquisition, Tim Hortons China will be public, and transaction is valued at an enterprise value of $1.688 billion. Existing Tims holders will "rollover" their equity into the post-closing company. As of March 9, 2022, Tim Hortons China and Silver Crest Acquisition entered into amendment in merger agreement under which valuation of Tims China reduced from $1.688 billion to $1.4 billion. As of March 9, 2022, Tim Hortons China has entered into a $100 million committed equity facility from CF Principal Investments LLC, an affiliate of Cantor Fitzgerald in order to fund Tim Hortons China's business plan. Existing Tims holders will own approximately 80% of the pro forma equity. Post-closing, the company is expected to retain the Tims China name and it's expected to be listed on the Nasdaq. The resulting issuer will operate under name of “TH International Limited” and intends to apply for listing of its ordinary shares on the NASDAQ Stock Market under the proposed symbol “THCH” to be effective at the consummation of the business combination. In the event of termination, under certain circumstances, $10 million is payable to either Tim Hortons or Silver Crest.

Closing of the transaction is subject to approval of Silver Crest's, the approval for listing of THIL Ordinary Shares and THIL's shareholders and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission. The Boards of Directors of both Silver Crest and Tim Hortons have unanimously approved the transaction. On August 13, 2021, the shareholders of Tim Hortons adopted a unanimous written resolution pursuant to which shareholders of Tim Hortons approved the merger agreement. Initial PIPE commitments support merger with Silver Crest. TH International Limited announced today a significant pre-merger financing round by a leading global asset manager. In addition, Tims China announced its receipt of several initial commitments to a larger private investment in public equities financing to be closed concurrently with THIL's merger with Silver Crest Acquisition Corporation. The Investor's financing package comprises both an immediate $50 million capital injection in the form of a note, convertible into shares of THIL at a 15% premium to the merger price for Tims China agreed in its business combination agreement with Silver Crest, and a further commitment to the PIPE. Concurrently, Tims China announced commitments to the PIPE from several current investors, including affiliates of Sequoia Capital China and Eastern Bell Capital, which are subject to customary terms and final documentation. As of January 30, 2021, Silver Crest, THIL have agreed to extend the termination date to March 1, 2022. On August 18, 2022, Silver Crest Acquisition Corporation shareholder voted to approve the transaction in an extraordinary general meeting of shareholders. Transaction is expected to close by fourth quarter of 2021. The transaction is expected to close by March 31, 2022. As of March 9, 2022, parties agreed to extend the Termination Date of the Merger Agreement to June 30, 2022, in order to permit ample time for the SEC to complete its review of the proposed combination. As of June 22, 2022, the deal is expected to complete by second quarter of 2022. On June 27, 2022, Termination Date has been extended to August 30, 2022, after which either Silver Crest or THIL may terminate the Merger Agreement.

BofA Securities, Inc. acted as financial advisor to Tim Hortons China. John Owen, Chuan Sun, Amanda Hines-Gold, Matthew Lau, Mitchell S. Presser and Omar E. Pringle of Morrison & Foerster LLP and Marcia Ellis and Ruomu Li of Morrison & Foerster (Hongkong) LLP acted as legal advisors to Silver Crest Acquisition. Daniel Dusek, David Zhang, Min Lu, Christine Strumpen-Darrie, Michael Krasnovsky, Mike Carew, Christine Lehman, Min Wang, Jeffery Norman, Armand A. Della Monica, Richard Kidd and Christine Lacku of Kirkland & Ellis LLP and Jesse Sheley, Joseph Raymond Casey and Ram Narayan of Kirkland & Ellis, Hong Kong and Steve Lin of Kirkland & Ellis, China acted as legal advisors to Tim Hortons China. Continental Stock Transfer & Trust Company acted as transfer agent to Silver Crest. Stephen M. Kotran of Sullivan & Cromwell LLP acted as legal advisor to BofA Securities, Inc. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Tim Hortons China in the transaction. D.F. King & Co., Inc. acted as the information agent to Silver Crest and will receive a fee of $25,000 for its services. FTI Consulting (Hong Kong) Limited acted as financial due diligence advisor for Silver Crest. Maples and Calder (Cayman), Appleby and Han Kun Law Offices acted as legal advisor for Tim Hortons China as well.