CREV Carbon Revolution Public Ltd

Carbon Revolution plc (Nasdaq: CREV) (“Carbon Revolution” or the “Company”) a Tier 1 OEM supplier and a leading global manufacturer of lightweight advanced technology carbon fiber wheels, today announced that it has received an initial investment of US$70 million from a Structured Equity Facility of up to US$110 million from fund vehicles associated with Orion Infrastructure Capital (“OIC”), a leading infrastructure investment firm. Of the initial investment of US$70 million, US$35 million is immediately available to the Company and the remaining US$35 million was funded into an escrow account, subject to release upon satisfaction of certain milestones as described below.

Carbon Revolution announced in September that it had entered into the Structured Equity Facility with OIC. The announcement of the receipt of the US$70 million of funding described above follows the closing of the business combination and commencement of listing on Nasdaq described below.

Closing of Business Combination and Nasdaq Listing

Carbon Revolution plc’s stock began trading on November 3rd 2023 on Nasdaq following the closing of the business combination.

Carbon Revolution effectuated a 10-to-1 share consolidation (NYSE: TRCA to Nasdaq: CREV) through the exchange ratio at closing of the business combination. The result of the 10-to-1 TRCA share consolidation on closing is that a CREV price of $100.00 is reflective of a TRCA price of $10.00 per share, consequently a CREV price of $78.70 per share is reflective of the closing price of $7.87 per share of TRCA on the day prior to closing.

Sources of Capital Following the Funding of the Structured Equity Facility

Total capital available to the Company in connection with the closed business combination is US$95 million, which includes the US$35 million of initial gross proceeds from OIC’s investment and a US$60 million Committed Equity Facility from Yorkville Advisors (as previously disclosed and subject to satisfaction of certain conditions set forth therein). The remaining US$35 million of OIC’s initial investment has been funded into an escrow account with release milestones expected to be achieved through calendar year 2024. An additional US$40 million is available under OIC’s $110 million Structured Equity Facility subject to the Company’s achievement of future growth milestones and to OIC investment committee approval.

“The Structured Equity Facility from OIC is a key pillar supporting our long-term business strategy to further expand our global footprint among leading OEMs,” said Carbon Revolution CEO Jake Dingle.

“We are thrilled to initiate our capital partnership with Carbon Revolution to support the Company’s continued growth and innovation in automotive efficiency, EV range extension and overall performance with the funding of the Structured Equity Facility and listing on Nasdaq,” said Chris Leary, Investment Partner and Head of Infra Equity at OIC.

About Carbon Revolution plc

Carbon Revolution plc (Nasdaq: CREV) is the parent of Carbon Revolution Limited, an Australian technology company, which has successfully innovated, commercialized and industrialized the advanced manufacture of carbon fiber wheels for the global automotive industry. The Company has progressed from single prototypes to designing and manufacturing lightweight wheels for cars and SUVs in the high performance, premium and luxury segments, for the world’s most prestigious automotive brands. Carbon Revolution is creating a significant and sustainable advanced technology business that supplies its lightweight wheel technology to automotive manufacturers around the world.

For more information, visit carbonrev.com

About OICWith approximately $3.5 billion in assets under management, OIC invests in North America and select international markets. OIC’s unique partnership approach – for entrepreneurs, by entrepreneurs – cultivates creative credit, equity, and growth capital solutions to help middle market businesses scale and deploy sustainable infrastructure. OIC’s target investment sectors include energy efficiency, digital infrastructure, social infrastructure, sustainable power generation, renewable fuels, waste & recycling, water, transportation, and agriculture. OIC was founded in 2015 by a team of energy and sustainability veterans, successful infrastructure investors, and former asset owners and industry operators. Across OIC’s platform is a team of over 40 professionals based in New York, Houston and London.

For more information, please visit oic.com

Forward-Looking Statements

All statements other than statements of historical facts contained in this communication are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the business combination and related transactions, pricing and market opportunity and the use of the cash proceeds of the business combination. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Carbon Revolution’s management and are not predictions of actual performance. 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 a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Carbon Revolution.

These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the ability to maintain the listing of Carbon Revolution’s securities on the stock exchange; (iii) the failure to realize the anticipated benefits of the business combination and related transactions; (iv) risks relating to the uncertainty of the costs related to the business combination; (v) risks related to the rollout of Carbon Revolution’s business strategy and the timing of expected business milestones; (vi) the effects of competition on Carbon Revolution’s future business and the ability of the combined company to grow and manage growth, establish and maintain relationships with customers and healthcare professionals and retain its management and key employees; (vii) risks related to domestic and international political and macroeconomic uncertainty, including the Russia-Ukraine and Israel-Hamas conflicts; (viii) the outcome of any legal proceedings that may be instituted against Carbon Revolution; (ix) the ability of Carbon Revolution to issue equity or to otherwise obtain financing in the future; (x) the impact of the global COVID-19 pandemic and governmental responses on any of the foregoing risks; (xi) risks related to Carbon Revolution’s industry; (xii) changes in laws and regulations; and (xvii) those factors discussed in the documents Carbon Revolution filed with the SEC, including the proxy statement / prospectus relating to the business combination.

If any of these risks materialize or Carbon Revolution’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Carbon Revolution does not presently know or that Carbon Revolution currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Carbon Revolution’s expectations, plans or forecasts of future events and views as of the date of this communication. Carbon Revolution anticipates that subsequent events and developments will cause Carbon Revolution’s assessments to change. However, while Carbon Revolution may elect to update these forward-looking statements at some point in the future, Carbon Revolution specifically disclaims any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Carbon Revolution’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

For further information, please contact:

InvestorsInvestors@carbonrev.com

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