SOLO Electrameccanica Vehicles Corporation

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PRELIMINARY JOINT PROXY STATEMENT/MANAGEMENT INFORMATION CIRCULAR

— SUBJECT TO COMPLETION

Information contained in this preliminary form of joint proxy statement/management information circular

is not complete and may be changed.

Dear ElectraMeccanica Shareholders and Xos Stockholders:

We are excited to invite you to attend the special meeting of shareholders (the “ElectraMeccanica Meeting”) of ElectraMeccanica Vehicles Corp (“ElectraMeccanica”) and the special meeting of the stockholders (the “Xos Meeting”) of Xos, Inc. (“Xos”), both to be held on [•] to approve the proposed business combination between the two companies.

On January 11, 2024, ElectraMeccanica and Xos entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which Xos (or its permitted assign) will acquire all of the issued and outstanding common shares of ElectraMeccanica (the “ElectraMeccanica Shares”) pursuant to a plan of arrangement as amended as of January 31, 2024 (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement (other than the shares held by the ElectraMeccanica shareholders who have exercised rights of dissent in respect of the Arrangement) will be transferred to Xos in exchange for such number of shares of Xos common stock, $0.0001 par value per share (the “Consideration”), as is provided for in the Arrangement Agreement. Upon completion of the Arrangement, Xos stockholders and ElectraMeccanica shareholders are expected to own approximately 79% and 21% of the combined company, respectively, assuming the net cash of ElectraMeccanica as of the Anticipated Effective Time (as defined in the Arrangement Agreement) is greater than $46,500,000 and less than $50,500,000, subject to certain adjustments set forth in the Arrangement Agreement, as more fully described in the section titled “The Arrangement Agreement and Related Agreements — Consideration and Consideration Shares”.

The ElectraMeccanica Meeting will take place via live audio webcast at www.virtualshareholdermeeting.com/SOLO2024SM on [•], 2024 at [•] (Pacific time) and the Xos Meeting will take place via live audio webcast at www.virtualshareholdermeeting.com/XOS2024SM, on [•], 2024 at [•] (Pacific time).

This accompanying joint proxy statement/management information circular is first being mailed to ElectraMeccanica shareholders and Xos stockholders on or about [•] 2024.

YOUR VOTE IS IMPORTANT. Whether or not you expect to attend the ElectraMeccanica Meeting or the Xos Meeting virtually, please submit your vote as soon as possible. We urge you to read the enclosed materials carefully and to promptly vote by following the instructions in the enclosed materials.

We thank you for your consideration and continued support.

Sincerely,

PRELIMINARY JOINT PROXY STATEMENT/MANAGEMENT INFORMATION CIRCULAR

— SUBJECT TO COMPLETION

Information contained in this preliminary form of joint proxy statement/management information circular

is not complete and may be changed.

to be held [•], 2024

NOTICE IS HEREBY GIVEN that, pursuant to an order of the Supreme Court of British Columbia (the “Court”) dated [•] (the “Interim Order”), a special meeting (the “ElectraMeccanica Meeting”) of holders (“ElectraMeccanica Shareholders”) of common shares (“ElectraMeccanica Shares”) of ElectraMeccanica Vehicles Corp. (“ElectraMeccanica”) will be held online on [•], 2024 at [•] (Pacific time) via live audio webcast at www.virtualshareholdermeeting.com/SOLO2024SM. There will be no physical location for ElectraMeccanica Shareholders to attend. Online check-in will begin at [•] a.m. (Pacific time), and we encourage you to allow ample time for the online check-in procedures. To participate in the ElectraMeccanica Meeting, ElectraMeccanica Shareholders will need their unique 16-digit control number included on the ElectraMeccanica form of proxy or the voting instruction form.

On January 11, 2024, ElectraMeccanica and Xos, Inc. (“Xos”) entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which Xos (or its permitted assign) will acquire all of the issued and outstanding ElectraMeccanica Shares pursuant to a plan of arrangement as amended as of January 31, 2024 (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement (as defined below) (other than the shares held by ElectraMeccanica Shareholders who have exercised rights of dissent in respect of the Arrangement) will be transferred to Xos in exchange for such number of shares of Xos common stock, $0.0001 par value per share (the “Consideration”), as is provided for in the Arrangement Agreement. Upon completion of the Arrangement, holders of common stock of Xos and ElectraMeccanica Shareholders are expected to own approximately 79% and 21% of the combined company, respectively, assuming the net cash of ElectraMeccanica as of the Anticipated Effective Time (as defined in the Arrangement Agreement) is greater than $46,500,000 and less than $50,500,000, subject to certain adjustments set forth in the Arrangement Agreement, as more fully described in the section titled “The Arrangement Agreement and Related Agreements — Consideration and Consideration Shares”.

The ElectraMeccanica Meeting is being called for the following purposes:

The ElectraMeccanica Arrangement Proposal, the ElectraMeccanica Advisory Compensation Proposal, the ElectraMeccanica Name Change Proposal and the ElectraMeccanica Adjournment Proposal are together referred to as the “ElectraMeccanica Proposals”.

Specific details of the matters proposed to be put before the ElectraMeccanica Meeting are set forth in the Joint Proxy Statement/Circular which accompanies this Notice of Special Meeting of ElectraMeccanica Shareholders. A copy of the Arrangement Agreement is attached as Appendix “A” to the Joint Proxy Statement/Circular and is available for inspection by ElectraMeccanica Shareholders on EDGAR at www.sec.gov under ElectraMeccanica’s EDGAR profile, on SEDAR+ at www.sedarplus.ca under ElectraMeccanica’s SEDAR+ profile and at ElectraMeccanica’s records office at 2400-745 Thurlow St, Vancouver, British Columbia, Canada V6E 0C5 during statutory business hours until the date of the ElectraMeccanica Meeting.

The record date for determining the ElectraMeccanica Shareholders entitled to receive notice of and vote at the ElectraMeccanica Meeting is the close of business on January 22, 2024 (the “ElectraMeccanica Record Date”). Only ElectraMeccanica Shareholders whose names have been entered in the register of ElectraMeccanica Shareholders as of the close of business on the ElectraMeccanica Record Date are entitled to receive notice of and to vote at the ElectraMeccanica Meeting or any postponement or adjournment thereof.

Whether or not you are able to virtually attend the ElectraMeccanica Meeting, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed form of proxy or voting instruction form provided to you by your broker, investment dealer or other intermediary as soon as possible by (1) visiting the internet site listed on the ElectraMeccanica form of proxy or voting instruction form, (2) calling the toll-free number listed on the ElectraMeccanica form of proxy or voting instruction form or (3) submitting your enclosed ElectraMeccanica form of proxy or voting instruction form by mail by using the provided self-addressed, stamped envelope. To be counted at the ElectraMeccanica Meeting, an ElectraMeccanica Shareholder’s voting instructions must be received by [•] (Pacific time) on [•], 2024 or, if the ElectraMeccanica Meeting is postponed or adjourned, at least 48 hours (excluding non-business days) prior to the date of the postponed or adjourned ElectraMeccanica Meeting. Please note, if you received a voting instruction form and you hold your ElectraMeccanica Shares through a broker, investment dealer or other intermediary, you must provide your instructions to your broker, investment dealer or other intermediary as specified in the voting instruction form and by the deadline set out therein (which may be an earlier time than set out above). ElectraMeccanica reserves the right to accept late proxies and to waive the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

The Board of Directors of ElectraMeccanica unanimously recommends that ElectraMeccanica Shareholders vote FOR each of the ElectraMeccanica Proposals.

ElectraMeccanica Shareholders who are planning to provide voting instructions in accordance with the enclosed form of proxy or voting instruction form are encouraged to review the Joint Proxy Statement/Circular carefully before submitting such form.

Registered ElectraMeccanica Shareholders have the right to dissent with respect to the ElectraMeccanica Arrangement Proposal and, if the Arrangement becomes effective, to be paid the fair value of their ElectraMeccanica Shares in accordance with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement. In accordance with the Interim Order, 100% of any such payment of fair value is currently expected to be satisfied in shares of Xos common stock, $0.0001 par value per share (the “Xos Shares”) with the value of such Xos Shares being based on the volume weighted average price of the Xos Shares on the Nasdaq

Capital Market for the five trading days preceding the day the ElectraMeccanica Arrangement Proposal is approved. A registered ElectraMeccanica Shareholder’s right to dissent is more particularly described in the Joint Proxy Statement/Circular under the heading “ElectraMeccanica Dissenting Shareholders’ Rights”. Copies of the Plan of Arrangement, the Interim Order and the text of Sections 237 to 247 of the BCBCA are set forth in Appendix “B”, Appendix “D” and Appendix “H”, respectively, to the Joint Proxy Statement/Circular.

It is strongly suggested that any ElectraMeccanica Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of such ElectraMeccanica Shareholder’s right to dissent.

If you are an ElectraMeccanica Shareholder and have any questions, please contact your intermediary or ElectraMeccanica’s strategic shareholder advisors and proxy solicitation agents: Mackenzie Partners (for the United States) or Laurel Hill Advisory Group (for Canada), or reach out to John Franklin, Investor Relations Counsel to ElectraMeccanica at: IR@emvauto.com.

DATED [•], 2024.

THE XOS SHARES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE IN THE UNITED STATES, NOR HAVE THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS JOINT PROXY STATEMENT/CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Xos shares to be issued under the Arrangement will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. Such securities will be issued in reliance upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected. See the section titled “Description of the Arrangement — Court Approval”. The Xos shares to be issued under the Arrangement will not be subject to resale restrictions under the U.S. Securities Act, except for restrictions imposed by the U.S. Securities Act on the resale of Xos shares received pursuant to the Arrangement by persons who are, or within three months before the resale were, “affiliates” of Xos. See the section titled “Description of the Arrangement — Regulatory Matters — U.S. Securities Law Matters”.

ElectraMeccanica Shareholders who are citizens or residents of the United States should be aware that the Arrangement described herein may have both U.S. and Canadian tax consequences to them which may not be fully described in this Joint Proxy Statement/Circular. For a general discussion of the Canadian and U.S. federal income tax consequences to investors who are resident in the United States, see “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”. U.S. holders are urged to consult their own tax advisors with respect to such U.S. and Canadian income tax consequences and the applicability of any federal, state, local, foreign and other tax laws.

The enforcement by investors of civil liabilities under U.S. securities laws may be affected adversely by the fact that ElectraMeccanica is organized under the laws of a jurisdiction outside the United States, that its officers and directors include residents of countries other than the United States, that some or all of the experts named in this Joint Proxy Statement/Circular may be residents of countries other than the United States, or that all or a substantial portion of the assets of ElectraMeccanica, and such persons are located outside the United States. As a result, it may be difficult or impossible for shareholders in the United States to effect service of process within the United States on ElectraMeccanica, or such persons, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the securities laws of the United States. In addition, the shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the securities laws of the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the securities laws of the United States.

PRELIMINARY JOINT PROXY STATEMENT/MANAGEMENT INFORMATION CIRCULAR

— SUBJECT TO COMPLETION

Information contained in this preliminary form of joint proxy statement/management information circular

is not complete and may be changed.

NOTICE IS HEREBY GIVEN that a special meeting (the “Xos Meeting”) of the holders (“Xos Stockholders”) of shares of common stock of Xos, Inc., a Delaware corporation (“Xos”) will be held online on [•], 2024 at [•] a.m. (Pacific time) via live webcast at www.virtualshareholdermeeting.com/XOS2024SM. There will be no physical location for Xos Stockholders to attend. Online check-in will begin at [•] a.m. (Pacific time), and we encourage you to allow ample time for the online check-in procedures. To participate in the Xos Meeting, Xos Stockholders will need their unique 16-digit control number included on their Xos proxy card (printed in the box and marked by the arrow) or the instructions that accompanied the proxy materials.

On January 11, 2024, ElectraMeccanica Vehicles Corp. (“ElectraMeccanica”) and Xos entered into an Arrangement Agreement (the “Arrangement Agreement”), pursuant to which Xos (or its permitted assign) will acquire all of the issued and outstanding common shares of ElectraMeccanica (the “ElectraMeccanica Shares”) pursuant to a plan of arrangement as amended as of January 31, 2024 (the “Plan of Arrangement”) under the Business Corporations Act (British Columbia) (the “Arrangement”). Subject to the terms and conditions set forth in the Arrangement Agreement and the Plan of Arrangement, each ElectraMeccanica Share outstanding immediately prior to the effective time of the Arrangement (other than the shares held by the holders of ElectraMeccanica Shares (“ElectraMeccanica Shareholders”) who have exercised rights of dissent in respect of the Arrangement) will be transferred to Xos in exchange for such number of shares of Xos common stock, $0.0001 par value per share (the “Consideration”), as is provided for in the Arrangement Agreement. Upon completion of the Arrangement, Xos Stockholders and ElectraMeccanica Shareholders are expected to own approximately 79% and 21% of the combined company, respectively, assuming the net cash of ElectraMeccanica as of the Anticipated Effective Time (as defined in the Arrangement Agreement) is greater than $46,500,000 and less than $50,500,000, subject to certain adjustments set forth in the Arrangement Agreement, as more fully described in the section titled “The Arrangement Agreement and Related Agreements — Consideration and Consideration Shares”.

The Xos Meeting is being called for the following purposes:

The Xos Share Issuance Proposal and the Xos Adjournment Proposal are together referred to as the “Xos Proposals”. Specific details of the matters proposed to be put before the Xos Meeting are set forth in this Joint Proxy Statement/Circular, which accompanies this Notice of Special Meeting of Xos Stockholders (“Notice of Xos Meeting”). A copy of the Arrangement Agreement is attached as Appendix “A” to the Joint Proxy Statement/Circular and is available for inspection by Xos Stockholders on the U.S. Securities and Exchange Commission (“SEC”) website at www.sec.gov under Xos’ SEC profile.

The record date for determining the Xos Stockholders entitled to receive notice of and vote at the Xos Meeting is the close of business on [•], 2024 (the “Xos Record Date”). Only Xos Stockholders of record at the close of business on the Xos Record Date are entitled to vote at the Xos Meeting or any adjournment thereof. Whether or not you are able to virtually attend the Xos Meeting, you are encouraged to provide voting instructions in accordance with the instructions on the enclosed form of proxy or voting instruction form provided to you by your broker, investment dealer or other intermediary as soon as possible by (1) visiting the internet site listed on the enclosed Xos proxy card, (2) calling the toll-free number listed on the enclosed Xos proxy card, or (3) submitting your enclosed Xos proxy card by mail by using the provided self-addressed, stamped envelope. To be counted at the Xos Meeting, a Xos Stockholder’s voting instructions must be received by [•] p.m. (Pacific time) on [•]. Please note, if you received a voting instruction form and you hold your shares through a broker, investment dealer or other intermediary, you must provide your instructions to your broker, investment dealer or other intermediary as specified in the voting instruction form and by the deadline set out therein (which may be an earlier time than set out above).

The board of directors of Xos unanimously recommends that Xos Stockholders vote FOR each of the Xos Proposals.

Please note that the approval of Xos Stockholders to the Xos Share Issuance Proposal is required in order to complete the Arrangement.

Xos Stockholders should carefully read this Joint Proxy Statement/Circular, including any documents incorporated by reference, and the appendices in their entirety for more detailed information concerning the Arrangement and the other transactions contemplated by the Arrangement Agreement.

Xos Stockholders who are planning to provide voting instructions in accordance with the enclosed form of proxy or voting instruction form are encouraged to review the Joint Proxy Statement/Circular carefully before submitting such form.

If you are an Xos Stockholder and have any questions about this Joint Proxy Statement/Circular or the matters described in this Joint Proxy Statement/Circular, please contact Broadridge Financial Solutions at 1-866-540-7095, or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or Xos’ Investor Relations Department at investors@xostrucks.com.

DATED [•], 2024.

This joint proxy statement/management information circular (this “Joint Proxy Statement/Circular”) is being furnished in connection with the solicitation of proxies by management of ElectraMeccanica Vehicles Corp. (“ElectraMeccanica”), a British Columbia corporation, for use at the special meeting (the “ElectraMeccanica Meeting”) of holders (“ElectraMeccanica Shareholders”) of common shares (“ElectraMeccanica Shares”) of ElectraMeccanica to be held at the date, time and place and for the purposes set forth in the attached Notice of ElectraMeccanica Meeting.

This Joint Proxy Statement/Circular is also being furnished to holders (“Xos Stockholders”) of common stock of Xos, Inc. (“Xos”), a Delaware corporation, in connection with the solicitation of proxies by management of Xos for use at the special meeting (the “Xos Meeting”) of Xos Stockholders to be held at the date, time and place and for the purposes set forth in the attached Notice of Xos Meeting.

This Joint Proxy Statement/Circular is first being mailed to ElectraMeccanica Shareholders and Xos Stockholders on or about [•], 2024.

Xos is holding a special meeting of stockholders in order to obtain the stockholder approval necessary to approve the Xos Stock Issuance Proposal. Xos Stockholders will also be asked to approve the adjournment from time to time of the Xos virtual special meeting if necessary to solicit additional proxies if there are not sufficient votes at the time of the Xos virtual special meeting, or any postponement or adjournment thereof, to approve the stock issuance, or the Xos Adjournment Proposal (as defined below). It is important that Xos Stockholders vote on each of these matters, regardless of the number of shares owned.

ElectraMeccanica is holding a virtual special meeting of ElectraMeccanica Shareholders to obtain the shareholder approval necessary to approve the ElectraMeccanica Arrangement Proposal. In addition, the ElectraMeccanica Shareholders will be asked to approve on an advisory (non-binding) basis, the compensation that will or may become payable to ElectraMeccanica’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Arrangement Agreement or the ElectraMeccanica Advisory Compensation Proposal (as defined below). ElectraMeccanica Shareholders will also be asked to approve the ElectraMeccanica Name Change Proposal (as defined below), to change the name of ElectraMeccanica from “ElectraMeccanica Vehicles Corp.” to “ElectraMeccanica North America Corp.”. Lastly, ElectraMeccanica Shareholders will be asked to approve the adjournment from time to time of the ElectraMeccanica virtual special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the ElectraMeccanica Arrangement Proposal at the time of the ElectraMeccanica virtual special meeting or any adjournment thereof, or the ElectraMeccanica Adjournment Proposal (as defined below). It is important that ElectraMeccanica Shareholders vote on each of these matters, regardless of the number of ElectraMeccanica Shares owned.

Xos Stockholders. Under the Arrangement, Xos Stockholders will not receive any shares under the Arrangement and will retain their Xos Shares.

See the section titled “The Arrangement Agreement and Related Agreements — Consideration and Consideration Shares”.

RSU”), in each case issued pursuant to ElectraMeccanica’s 2020 Stock Incentive Plan (as amended, the “ElectraMeccanica 2020 Plan”), that is outstanding immediately prior to the Effective Time will vest and be settled by ElectraMeccanica in exchange for one ElectraMeccanica Share, subject to applicable withholdings; (ii) each ElectraMeccanica option to purchase ElectraMeccanica Shares (an “ElectraMeccanica Option”) issued under the ElectraMeccanica 2020 Plan or ElectraMeccanica’s 2015 Stock Option Plan (the “ElectraMeccanica 2015 Plan”) that is in-the-money and outstanding immediately prior to the Effective Time, will be cancelled in exchange for a number of ElectraMeccanica Shares with a value equal to the in-the-money value of such option, as calculated in accordance with the Plan of Arrangement, subject to applicable withholdings; and (iii) each ElectraMeccanica Option that is out-of-the-money and outstanding immediately prior to the Effective Time will be cancelled without any payment therefor.

For a summary of certain of the principal Canadian federal income tax consequences of the Arrangement applicable to ElectraMeccanica Shareholders, see below under the heading “Certain Canadian Federal Income Tax Considerations”. Such summary is not intended to be legal, business or tax advice. ElectraMeccanica Shareholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Holders who acquired different blocks of ElectraMeccanica Shares with different holding periods and tax bases must generally apply the foregoing rules separately to each identifiable block of ElectraMeccanica Shares. Regardless of the holding period and basis for any blocks of ElectraMeccanica Shares, as discussed above, (i) for the Xos Shares received in the Arrangement, the holding period should begin on the day following the date of the Arrangement and will not include the holding period of the ElectraMeccanica Shares exchanged therefor, and (ii) each holder’s aggregate tax basis in the Xos Shares received in the Arrangement should equal the aggregate fair market value of the Xos Shares received.

ElectraMeccanica Shareholders should be aware that, although no assurances can be made, ElectraMeccanica believes that it likely was a “passive foreign investment company” (a “PFIC”) in 2023 and may have been a PFIC in a prior taxable year or in ElectraMeccanica’s current taxable year. ElectraMeccanica Shareholders who are U.S. Holders (as defined below) and dispose of shares of a PFIC may, subject to whether certain elections have been made (including elections made by Xos), be subject to adverse U.S. federal income tax consequences, including the taxation of gain recognized pursuant to the Arrangement as ordinary income, plus an interest charge. In addition, should Xos conclude to make the election described in Section 338(g) of the United States Internal Revenue Code of 1986, as amended (the “Code”) in connection with the Arrangement, ElectraMeccanica Shareholders who have made “qualified electing fund elections” (or who make such elections with respect to the prior or the current taxable year) under Section 1295 of the Code may be required to include in income their pro rata shares of ElectraMeccanica’s net ordinary income and net capital gain for the taxable year of the Arrangement, determined with regard to the consequences of the election made under Section 338(g) of the Code. Separate tax consequences apply if an ElectraMeccanica Shareholder has made a “mark-to-market election” in connection with such ElectraMeccanica Shareholder’s ownership of the ElectraMeccanica Shares.

Since your tax circumstances may be unique, and the PFIC tax rules may have adverse tax consequences to you, you should consult your personal tax advisor to determine the tax consequences of the Arrangement.

See the section titled “Certain U.S. Federal Income Tax Considerations” for a more detailed discussion of the U.S. federal income tax treatment of the Arrangement.

The ElectraMeccanica Arrangement Proposal, the ElectraMeccanica Advisory Compensation Proposal, the ElectraMeccanica Name Change Proposal and the ElectraMeccanica Adjournment Proposal are together referred to as the “ElectraMeccanica Proposals”.

Please note that the approval of ElectraMeccanica Shareholders to the ElectraMeccanica Arrangement Proposal is required in order to complete the Arrangement.

In making its recommendation, the ElectraMeccanica Board considered a number of factors as described in this Joint Proxy Statement/Circular under “Description of the Arrangement — Recommendation of the ElectraMeccanica Board”, and “Description of the Arrangement — Reasons Considered by the ElectraMeccanica Board”, including the opinion (the “Opinion”) from Greenhill & Co. Canada Ltd. (“Greenhill”) to the effect that, as of the date of such Opinion, based upon and subject to the limitations and assumptions set out therein and such other matters as Greenhill considered relevant, the consideration to be received by ElectraMeccanica Shareholders is fair, from a financial point of view, to ElectraMeccanica Shareholders. See the section titled “Description of the Arrangement — Opinion of Greenhill & Co. Canada Ltd.”.

Simultaneously with the execution of the Arrangement Agreement, Xos and the members of the ElectraMeccanica Board (solely in their respective capacities as ElectraMeccanica Shareholders) who collectively beneficially owned or controlled approximately 0.098% of the voting power of the outstanding ElectraMeccanica Shares as of January 9, 2024 (the “ElectraMeccanica Locked-Up Parties”), entered into certain voting support and lock-up agreements (the “ElectraMeccanica Voting Support and Lock-Up Agreements”) pursuant to which the ElectraMeccanica Locked-Up Parties agreed, among other things, to vote their ElectraMeccanica Shares in favor of the ElectraMeccanica Arrangement Proposal and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement, and against any alternative proposal. See the section titled “General Information about the ElectraMeccanica Meeting and Voting — ElectraMeccanica Voting Support and Lock-Up Agreements”.

See the sections titled “General Information about the ElectraMeccanica Meeting and Voting — ElectraMeccanica Proposal 1: ElectraMeccanica Arrangement Proposal”, “General Information about the ElectraMeccanica Meeting and Voting — ElectraMeccanica Proposal 2: ElectraMeccanica Advisory Compensation Proposal”, “General Information about the ElectraMeccanica Meeting and Voting — ElectraMeccanica Proposal 3: ElectraMeccanica Name Change Proposal” and “General Information about the ElectraMeccanica Meeting and Voting — ElectraMeccanica Proposal 4: ElectraMeccanica Adjournment Proposal” for additional information.

If you wish to exercise Dissent Rights, you should review the requirements summarized in this Joint Proxy Statement/Circular carefully and consult with your legal advisor. See the section titled “Description of the Arrangement — ElectraMeccanica Dissenting Shareholders’ Rights”, “General Information about the ElectraMeccanica Meeting and Voting — ElectraMeccanica Dissenting Shareholders’ Rights”, and Appendix “H” of this Joint Proxy Statement/Circular.

Beneficial Owners of ElectraMeccanica Shares. If ElectraMeccanica Shares are held in an account at a broker, bank or other nominee, then you are the beneficial owner of such ElectraMeccanica Shares held in “street name”, and the proxy materials, including this Joint Proxy Statement/Circular, were forwarded to you by that organization. The broker, bank or other nominee holding your account is considered the registered ElectraMeccanica Shareholder for purposes of voting at the ElectraMeccanica Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the ElectraMeccanica Shares held in your account.

ElectraMeccanica Shareholders may participate virtually in the ElectraMeccanica Meeting by visiting the following website: www.virtualshareholdermeeting.com/SOLO2024SM. To participate in the ElectraMeccanica Meeting virtually, you will need the 16-digit control number included on your proxy card or voting instruction form and the instructions that accompanied your proxy materials. Registered ElectraMeccanica Shareholders as of the ElectraMeccanica Record Date can access and vote at the ElectraMeccanica Meeting during the live webcast. ElectraMeccanica Shares for which you are the beneficial owner may be voted electronically during the ElectraMeccanica Meeting if you hold a valid proxy to vote at the ElectraMeccanica Meeting.

If you are an ElectraMeccanica Shareholder and have any questions, please contact ElectraMeccanica’s proxy solicitation agents:

The individuals named in the accompanying ElectraMeccanica proxy card are officers and/or directors of or counsel for ElectraMeccanica. If you are a ElectraMeccanica Shareholder entitled to vote at the ElectraMeccanica Meeting, you have the right to appoint a person or company other than the person(s) designated in the proxy card, who need not be an ElectraMeccanica Shareholder, to attend and act for you and on your behalf at the ElectraMeccanica Meeting. You may do so either by inserting the name of that other person in the blank space provided in the proxy card or by completing and delivering another suitable form of proxy.

ElectraMeccanica Shares represented by the proxy card will be voted or withheld from voting in accordance with the instructions of the ElectraMeccanica Shareholder on any ballot that may be called for and that, if the ElectraMeccanica Shareholder specifies a choice with respect to any matter to be acted upon, such ElectraMeccanica Shares will be voted accordingly.

If you are a beneficial owner of ElectraMeccanica Shares held in street name and do not provide your broker, bank or other nominee that holds your ElectraMeccanica Shares with specific voting instructions, such institution may generally vote on “routine” matters but cannot vote on non-routine matters. The ElectraMeccanica Name Change Proposal is the only proposal at the ElectraMeccanica Meeting that ElectraMeccanica believes is a routine matter. Therefore, if your broker, bank or other nominee does not receive instructions from you on how to vote your ElectraMeccanica Shares on the ElectraMeccanica Arrangement Proposal, the ElectraMeccanica Advisory Compensation Proposal or the ElectraMeccanica Adjournment Proposal, such institution will not have authority to vote your ElectraMeccanica Shares on any of those matters. This result is generally referred to as a “broker non-vote”.

See the section titled “General Information about the ElectraMeccanica Meeting and Voting — Voting Instructions — Registered ElectraMeccanica Shareholders” and “General Information about the ElectraMeccanica Meeting and Voting — Voting Instructions — Beneficial ElectraMeccanica Shareholders”.

If you are a registered ElectraMeccanica Shareholder, you may revoke your proxy in any one of the following ways:

Mere attendance at the ElectraMeccanica Meeting will not automatically revoke your proxy unless you vote at the ElectraMeccanica Meeting.

If you are a beneficial owner of ElectraMeccanica Shares held in street name, you must contact your broker, bank or other nominee that holds your ElectraMeccanica Shares to revoke your voting instructions or change your vote. See the section titled “General Information about the ElectraMeccanica Meeting and Voting — Revocation of Proxies”.

You are being asked to consider and vote on the following proposals:

The Xos Share Issuance Proposal and the Xos Adjournment Proposals are together referred to as the “Xos Proposals”.

Please note that the approval of Xos Stockholders to the Xos Share Issuance Proposal is required in order to complete the Arrangement.

In making its recommendation regarding the Xos Proposals, the Xos Board considered a number of factors as described in this Joint Proxy Statement/Circular under “Description of the Arrangement — Recommendation of the Xos Board”, and “Description of the Arrangement — Reasons Considered by the Xos Board; Recommendation of the Stock Issuance by the Xos Board”.

Simultaneously with the execution of the Arrangement Agreement, ElectraMeccanica and the members of the Xos Board (solely in their respective capacities as Xos Stockholders) who collectively beneficially owned or controlled approximately 49.21% of the voting power of Xo’s outstanding capital stock as of January 9, 2024 (the “Xos Locked-Up Parties”), entered into certain voting support and lock-up agreements (the “Xos Voting Support and Lock-Up Agreements” and together with the ElectraMeccanica Voting Support and Lock-Up Agreements, the “Voting Support and Lock-Up Agreements”) pursuant to which the Xos Locked-Up Parties agreed, among other things, to vote their Xos Shares in favor of the Xos Share Issuance Proposal and any other matter necessary for the consummation of the transactions contemplated by the Arrangement Agreement, and against any alternative proposal. See the section titled “General Information about the Xos Meeting and Voting — Xos Voting Support and Lock-Up Agreements”.

The Xos Proposals are further described in this Joint Proxy Statement/Circular, including the section titled “Purpose of the Xos Meeting” beginning on page 54.

Xos Shares via the internet or by telephone, you must do so no later than 11:59 p.m. on [•] (Pacific time). If you submit a proxy to vote your shares by mail, your completed Xos proxy card must be received no later than 11:59 p.m. on [•] (Pacific time) (or if the Xos Meeting is postponed or adjourned prior to the date of the postponed or adjourned Xos Meeting). See the section titled “General Information about the Xos Meeting and Voting — Registered Xos Stockholders”.

If you hold your Xos Shares through a broker, please follow the instructions on the voting instruction form provided by such broker to ensure that your vote is counted at the Xos Meeting. See the section titled “General Information about the Xos Meeting and Voting — Beneficial Xos Stockholders”.

If you hold your shares through a broker, the methods to revoke your proxy may be different and you should carefully follow the instructions provided to you by your intermediary. See the section titled “General Information about the Xos Meeting and Voting — Revocation of Proxies”.

All financial statements and financial data derived therefrom included or incorporated by reference in this Joint Proxy Statement/Circular pertaining to Xos, including the unaudited pro forma condensed combined financial statements of Xos, have been prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). For further details, see the notes to the unaudited pro forma condensed combined financial statements of Xos set out in Appendix “I” to this Joint Proxy Statement/Circular.

Pro forma financial information included in this Joint Proxy Statement/Circular is for informational purposes only and is unaudited. All unaudited pro forma financial information contained in this Joint Proxy Statement/Circular has been prepared in accordance with Article 11 of Regulation S-X to illustrate the effect of the Arrangement. The pro forma financial information set forth in this Joint Proxy Statement/Circular should not be considered to be what the actual financial position or other results of operations would have necessarily been had ElectraMeccanica and Xos operated as a single combined company as, at, or for the periods stated.

All financial statements and financial data derived therefrom included or incorporated by reference in this Joint Proxy Statement/Circular pertaining to ElectraMeccanica have been prepared and presented in accordance with U.S. GAAP, other than ElectraMeccanica’s financial statements as of December 31, 2021 and 2020 and for the fiscal years then ended and financial data derived therefrom contained in ElectraMeccanica’s Annual Report on Form 20-F for the year ended December 31, 2021, filed by ElectraMeccanica with the U.S. Securities and Exchange Commission (the “SEC”) on March 22, 2022 (the “ElectraMeccanica 20-F”), which have been prepared and presented in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The ElectraMeccanica 20-F is being incorporated by reference in this Joint Proxy Statement/Circular in order to satisfy certain disclosure obligations of ElectraMeccanica in accordance with Canadian securities laws. Prior to June 30, 2022, ElectraMeccanica was a “foreign private issuer” for purposes of applicable U.S. securities laws, and as such, was entitled under U.S. securities laws to prepare its audited annual financial statements in accordance with IFRS, as issued by IASB.

NO CANADIAN OR U.S. SECURITIES REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT/CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

Neither ElectraMeccanica nor Xos has authorized any person to give any information or to make any representation in connection with the Arrangement or any other matters to be considered at the ElectraMeccanica Meeting or the Xos Meeting other than those contained in this Joint Proxy Statement/Circular. If any such information or representation is given or made, such information or representation should not be relied upon as having been authorized or as being accurate. For greater certainty, to the extent that any information provided on either ElectraMeccanica’s or Xos’ website or by the proxy solicitation agent is inconsistent with this Joint Proxy Statement/Circular, the information provided in this Joint Proxy Statement/Circular should be relied upon.

This Joint Proxy Statement/Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

ElectraMeccanica Shareholders and Xos Stockholders should not construe the contents of this Joint Proxy Statement/Circular as legal, tax or financial advice and should consult with their own legal, tax, financial or other professional advisors.

All summaries of, and references to, the Arrangement Agreement, the Plan of Arrangement, the ElectraMeccanica Voting Support and Lock-Up Agreements and the Xos Voting Support and Lock-Up Agreements in this Joint Proxy Statement/Circular are qualified in their entirety by, in the case of the Arrangement Agreement, the complete text of the Arrangement Agreement, a copy of which is attached as Appendix “A” to this Joint Proxy Statement/Circular and is available on ElectraMeccanica’s Current Report on Form 8-K filed with the SEC on January 12, 2024, on ElectraMeccanica’s SEDAR+ profile at www.sedarplus.ca and on Xos’ Current Report on Form 8-K filed with the SEC on January 12, 2024, and in the case of the Plan of Arrangement, the complete text of the Plan of Arrangement, a copy of which is attached as Appendix “B” to this Joint Proxy Statement/Circular, in the case of the ElectraMeccanica Voting Support and Lock-Up Agreements, the complete text of the ElectraMeccanica Voting Support and Lock-Up Agreements available on ElectraMeccanica’s EDGAR profile at www.sec.gov, on ElectraMeccanica’s SEDAR+ profile at www.sedarplus.ca and on Xos’ EDGAR profile at www.sec.gov, and in the case of the Xos Voting Support and Lock-Up Agreements, the complete text of the Xos Voting Support and Lock-Up Agreements available on ElectraMeccanica’s EDGAR profile at www.sec.gov, on ElectraMeccanica’s SEDAR+ profile at www.sedarplus.ca and on Xos’ EDGAR profile at www.sec.gov. ElectraMeccanica Shareholders and Xos Stockholders are urged to carefully read the full text of the Plan of Arrangement and the Arrangement Agreement.

This Joint Proxy Statement/Circular contains industry, market and competitive position data from ElectraMeccanica’s and Xos’ own internal estimates and research as well as industry and general publications and research surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. ElectraMeccanica’s and Xos’ internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which ElectraMeccanica and Xos, as applicable, operate and their respective management’s understanding of industry conditions. While ElectraMeccanica and Xos believe that each of these studies and publications is reliable, ElectraMeccanica and Xos have not independently verified market and industry data from third party sources. While ElectraMeccanica and Xos believe their respective internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.

This Joint Proxy Statement/Circular is dated [•], 2024. Information contained in this Joint Proxy Statement/Circular is given as of [•], 2024, unless otherwise specifically stated and except for information contained in documents incorporated by reference herein, which is given as at the respective dates stated in such documents.

Certain statements in this Joint Proxy Statement/Circular, including the documents incorporated by reference herein, include “forward-looking statements” within the meaning of U.S. federal securities laws and applicable Canadian securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words or expressions such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions. Forward-looking statements represent current judgments about possible future events, including, but not limited to statements regarding expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between ElectraMeccanica and Xos, such as statements regarding the combined operations and prospects of ElectraMeccanica and Xos, estimates of pro forma financial information of the Combined Company (as defined below), estimates relating to ElectraMeccanica’s Forecasts (as defined below), the current and projected market, growth opportunities and synergies for the Combined Company, federal and state regulatory tailwinds, expectations and intentions provided by ElectraMeccanica to Xos, the expected cash balance of ElectraMeccanica at the time of the closing of the proposed Arrangement, expectations regarding Xos’ ability to leverage ElectraMeccanica’s assets, the expected composition of the management and the board of directors of the Combined Company, gross margin and future profitability expectations, and the timing and completion of the Arrangement, including the satisfaction or waiver of all the required conditions thereto. These forward-looking statements are based upon the current beliefs and expectations of the management of ElectraMeccanica and Xos and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to:

Readers are cautioned not to place undue reliance on forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of ElectraMeccanica, Xos or the Combined Company. Forward-looking statements speak only as of the date they are made, and ElectraMeccanica, Xos and the Combined Company undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where they are expressly required to do so by law.