MTY Franchising USA, Inc. entered into the Letter of Intent to acquire BBQ Holdings, Inc. (NasdaqGS:BBQ) from Wexford Capital LP, Bandera Master Fund L.P managed by Bandera Partners LLC, FS Special Opportunities I Fund, L.P. managed by Farnam Street Capital, Inc. and others on May 26, 2022. MTY Franchising USA, Inc. entered into an agreement to acquire BBQ Holdings, Inc. from Wexford Capital LP, Bandera Master Fund L.P managed by Bandera Partners LLC, FS Special Opportunities I Fund, L.P. managed by Farnam Street Capital, Inc. and others for approximately $190 million on August 8, 2022. Under the terms of the transaction, MTY Franchising USA will commence a tender offer to purchase all of the outstanding shares of BBQ Holdings common stock for $17.25 per share in cash. Following successful completion of the tender offer, MTY would acquire all remaining shares not tendered in the offer through a merger at the same price as in the tender offer. As of September 21, 2022, approximately 9,724,637 shares of BBQ Holdings' common stock had been validly tendered and not validly withdrawn, representing approximately 91.94% of BBQ Holdings' outstanding shares of common stock. All conditions to the tender offer were satisfied, and the tender offer was not extended. All shares of common stock that were validly tendered and not validly withdrawn have been accepted for purchase. MTY will use its cash on hand and its existing credit facility to fund the cash consideration and to repay BBQ Holding's net debt outstanding as of the close of the transaction. Upon completion of the transaction, BBQ Holdings will become a subsidiary of MTY and the shares of BBQ Holdings will be de-listed from NASDAQ. and will continue to be operated as independent brands. BBQ will pay a fee of $7.825 million to MTY, in case BBQ terminates the transaction.

The transaction is subject to tender of at least 50% of BBQ Holdings fully-diluted shares of common stock; receipt of applicable regulatory approvals; the expiration or early termination of the waiting period applicable to the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies. BBQ Holdings, Inc. on the recommendation of the Special Committee approved the transaction. Certain key shareholders of BBQ Holdings have signed support agreements in favor of the Merger Agreement, representing in aggregate approximately 37% of the shares currently outstanding. The offer will initially remain open for 20 business days from the date of commencement of the offer. On September 7, 2022, the applicable waiting period under the HSR Act with respect to the Offer expired. The transaction is expected to close by Q4, 2022. The transaction is expected to close on September 27, 2022.

Steven G. Rowles and Shai Kalansky of Morrison & Foerster LLP acted as legal advisor to MTY. Elaine Barsalou and François Sztuke of National Bank Financial, Inc. acted as financial advisors to MTY. Lathrop GPM LLP, and, W. Todd Carlisle and David W. Drum of Dentons Sirote PC acted as legal advisors to BBQ. Kroll, LLC acted as fairness opinion provider to Board of BBQ, and acted as financial advisor to BBQ. As compensation for Kroll's services in connection with the rendering of the Opinion to the Board, BBQ agreed to pay Kroll a fee of $350,000, with 50%, or $175,000, paid upon engagement of Kroll and 50% of the fee, or $175,000, was payable upon Kroll informing BBQ or the Board that Kroll was prepared to deliver the Opinion. Broadridge Corporate Issuer Solutions, Inc. acted as depositary and transfer agent to BBQ. D.F. King & Co., Inc. acted as information agent to BBQ. Deloitte LLP acted as tax due diligence provider to MTY. Sirote & Permutt P.C. acted as due diligence provider to BBQ.

MTY Franchising USA, Inc. completed the acquisition of acquire BBQ Holdings, Inc. (NasdaqGS:BBQ) from Wexford Capital LP, Bandera Master Fund L.P managed by Bandera Partners LLC, FS Special Opportunities I Fund, L.P. managed by Farnam Street Capital, Inc. and others on September 27, 2022. As a result of the acquisition, shares of common stock of BBQ Holdings ceased trading prior to the open of the market on September 28, 2022 and will no longer be listed on the Nasdaq Stock Market.