Participants in the Solicitation
DCRN and its directors and executive officers may be deemed participants in the solicitation of proxies from DCRNs stockholders with respect to the
proposed business combination. A list of the names of those directors and executive officers and a description of their interests in DCRN is contained in DCRNs filings with the SEC, including DCRNs Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 31, 2021, and is available free of charge at the SECs web site at www.sec.gov. Additional information regarding
the interests of such participants will be set forth in the Registration Statement for the proposed business combination when available. NewCo and Tritium and their respective directors and executive officers may also be deemed to be participants in
the solicitation of proxies from the shareholders of DCRN in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will
be contained in the Registration Statement for the proposed business combination when available.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction.
This document also does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or
sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward Looking Statements
Certain statements made in this document are forward-looking statements within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination and including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the anticipated consummation and
timing of the private offering of ordinary shares in the capital of NewCo to a certain investor (the PIPE Financing), the services offered by Tritium and the markets in which it operates, and NewCos projected future results. These
forward-looking statements generally are identified by the words estimates, projected, expects, anticipates, forecasts, plans, intends, believes,
seeks, targets, may, will, should, would, will be, will continue, will likely result, future, propose,
strategy, opportunity and variations of these words or similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or are not statements of historical matters
are intended to identify forward-looking statements. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, guarantees, assurances, predictions or
definitive statements of fact or probability regarding future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside NewCos,
Tritiums or DCRNs control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the
inability to complete the business combination or the PIPE Financing in a timely manner or at all (including due to the failure to receive required stockholder or shareholder, as applicable, approvals, or the failure of other closing conditions such
as the satisfaction of the minimum trust account amount following redemptions by DCRNs public stockholders, and the receipt of certain governmental and regulatory approvals), which may adversely affect the price of DCRNs securities; the
inability of the business combination to be completed by DCRNs business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by DCRN; the occurrence of any event, change or other
circumstance that could give rise to the termination of the proposed business combination or PIPE Financing; the inability to recognize the anticipated benefits of the proposed business combination; the inability to obtain or maintain the listing of
NewCos shares on a national exchange following the proposed business combination; costs related to the proposed business combination; the risk that the proposed business combination disrupts current plans and operations, business relationships
or business generally as a result of the announcement and consummation of the proposed business combination; NewCos ability to manage growth; NewCos ability to execute its business plan and meet its projections; potential disruption in
NewCos employee retention as a result of the transaction; potential litigation, governmental or regulatory proceedings, investigations or inquiries involving NewCo, Tritium or DCRN, including in relation to the transaction; changes in
applicable laws or regulations and general economic and market conditions impacting demand for Tritiums or NewCos products and services; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus
relating to the proposed business combination, including those under Risk Factors therein, and in DCRNs other filings with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to
put undue reliance on forward-looking statement, and NewCo and DCRN assume no obligation and do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. Neither NewCo nor DCRN gives any assurance that either NewCo or DCRN will achieve its expectations.
Contacts:
For Investors
Caldwell Bailey
ICR, Inc.
TritiumIR@icrinc.com
For Media
Dan McDermott
ICR, Inc.
TritiumPR@icrinc.com