Foodtastic Corrects the Record Regarding MTY Food Group’s Misleading Comments

Believes Shareholders Deserve Clarity in Evaluating Foodtastic’s Proposal to Acquire MTY for $43 Per Share in Cash

MONTREAL--(BUSINESS WIRE)--Foodtastic Inc. (“Foodtastic”), a Canadian restaurant franchisor, today issued the following statement responding to the misleading press release from MTY Food Group Inc. (“MTY” or the “Company”) (TSX: MTY) related to Foodtastic’s proposal to acquire all outstanding shares of MTY for $43 per share in cash (the “Proposed Transaction”):

“Foodtastic was not able to come to an agreement with MTY during the strategic review process, or subsequently, because the Company had unrealistic expectations about its value.

The exclusivity period extensions cited by MTY in its statement were primarily focused on customary commercial, accounting, legal and tax diligence to determine fair value. MTY never agreed to a transaction that reflected what we view as fair value, based upon the prospects for MTY’s business.

We believe our proposal of $43 per share provides full and certain value to shareholders. As MTY noted, there were multiple extensions to our exclusivity period, during which time we completed substantial diligence. As a result, we have tremendous visibility of the work and steps required to close.

We believe the Company’s comments about financing are a red herring. Shareholders are not being asked to vote on a deal without financing. We are going public with our Proposed Transaction – and asking for engagement with the Board – because we believe the Proposed Transaction at $43 per share is achievable in short order and delivers a great outcome for shareholders.

Given our strong proposal to acquire MTY, we were surprised and disappointed to see the Company appoint Victor Mandel as CEO. Just weeks ago, the Company stated that “accelerat[ing] the evolution of [its] current strategic plan” was “the most compelling path forward to drive shareholder value.”¹ MTY is now entrusting that strategic plan to Mr. Mandel. We can’t tell from MTY’s disclosures if Mr. Mandel has any restaurant or franchise industry expertise outside of his time with MTY or any prior experience as a CEO of a public company. Regardless, during his Board tenure, MTY’s total shareholder return has been approximately -37%, lagging the S&P/TSX Small Cap Index by 127 points and the S&P 600 Small Cap Restaurants Index by 77 points.² Given this track record and how hard the turnaround will be in a challenging environment, we question why the Board chose this path versus the premium cash offer to shareholders now.

We think our Proposed Transaction is a better option for shareholders on an absolute and risk-adjusted basis. We call on MTY’s shareholders to voice their perspectives about our Proposed Transaction to the Board and stand ready to engage with the Company as soon as possible.”

Advisors
Davies Ward Phillips & Vineberg LLP, Blake, Cassels & Graydon LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors, Longacre Square Partners is serving as strategy and communications advisor, and Kingsdale Advisors is serving as strategic shareholder advisor to Foodtastic.

About Foodtastic
Foodtastic is a leading Canadian restaurant franchisor with a portfolio of 30 diverse brands and nearly 1,200 establishments across the country. As a growing industry player, Foodtastic focuses on innovation, operational excellence, and the legacy of local brands to drive both national and international expansion. Iconic brands include Milestones, Dunkin’, Pita Pit, Quesada, Second Cup, Rotisseries Benny, La Belle et La Bœuf, and Freshii, among others. With a bold vision and strong relationships with franchise partners, Foodtastic continues to build a dynamic and influential presence in the global food service industry. More information is available at www.foodtastic.ca.

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^1 MTY press release, “MTY REPORTS THIRD QUARTER RESULTS FOR FISCAL 2026, ANNOUNCES END OF STRATEGIC REVIEW AND INCREASES DIVIDEND BY 35%,” October 9, 2026.

^2 TSR measured from November 23, 2021 to October 30, 2026.