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 business
combination. 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 with respect to the proposed business combination and including statements
regarding the benefits of the business combination, the anticipated timing of the business combination, 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