V
Varrare
CORPORATE ADVISORY · CAPITAL RAISING · TECHNOLOGY DD
CONFIDENTIAL  ·  TECHNOLOGY & COMMERCIAL DUE DILIGENCE  ·  POWERCAP UN LIMITED 30 AUG 2026

PowerCap Un Limited — independent due diligence assessment prepared for Langhus Energy: findings, diligence questions, and recommended contractual protections

PREPARED FOR: Langhus Energy — Dylan Pieters, Tom Baltzer Jensen  ·  PURPOSE: Independent third-party technology, commercial and IP due diligence on PowerCap Un Limited to inform Langhus's strategic partnership, exclusivity and capital deployment decisions  ·  SCOPE: PowerCap as a technology and commercial partner — Langhus platform economics not within scope of this document

Langhus is preparing to lock in a strategic partnership with PowerCap Un Limited covering Scandinavian and broader European exclusive distribution, manufacturing participation, R&D collaboration, and BESS project deployment. The combined capital plan (approximately US$157M across Australian R&D, European Phase 1 assembly and European Phase 2 cell/assembly/data centre) represents a substantial commitment underwritten by PowerCap's continued technical, commercial and financial viability. This document sets out independent due diligence findings on PowerCap prepared from the publicly-available PowerCap pitch deck (August 2026), publicly-available reporting on PowerCap deployments and certifications, forensic patent lookup, and benchmarking against the sodium-ion battery sector globally. The document identifies material findings, poses diligence questions that Langhus should get PowerCap to answer before further commitment, and recommends specific contractual protections Langhus should build into its PowerCap agreements. This is not an assessment of Langhus Energy's own commercial thesis or model, and does not constitute investment advice.

PREPARED BY: Varrare Pty Ltd  ·  Corporate advisory · Capital raising · Technology due diligence  ·  Manly NSW Australia
This assessment applies the standard of institutional technology-partner due diligence for a strategic industrial partnership involving material capital commitment. Sources: PowerCap Pitch Deck (August 2026), PowerCap corporate website and technical specifications, publicly available industry press (pv-magazine, ESS News, Renew Economy, PV Magazine Australia), Google Patents public records, BloombergNEF 2025 Battery Price Survey, Morgan Stanley sodium-ion sector research (Jack Lu et al., June 2026), publicly reported sodium-ion competitor data.

▲ Executive Summary

PowerCap is a genuine early-stage sodium-ion battery company with real product deployments, meaningful certification progress (TÜV IEC 62619, PPP 51096A), and demonstrable engineering capability under founder-CEO Dane El Safty. As a technology partner for Langhus, the underlying company is credible. However, five material findings should be resolved before Langhus commits substantial capital or locks in long-term exclusivity terms, and additional supplier-viability, warranty and product-liability considerations require specific contractual protection. The most critical finding is a forensic IP issue: publicly-available PowerCap product specifications reference Patent PCT/AU2024/050514 (WO2024239054A1), which Google Patents shows as assigned to CI Corp Pty Ltd — not PowerCap Un Limited. This raises an urgent question about who actually owns the fundamental sodium-ion chemistry IP that Langhus's exclusive rights would depend on. Additional findings: PowerCap's "5.2 GWh manufacturing capability" refers to Chinese contract manufacturing lines, not owned production capacity; the "37 exclusive manufacturing licences" have no named licensor or disclosed terms; certifications for US utility-scale deployment (UL 1973, UL 9540) are future-dated in the August 2026 pitch; PowerCap's own technical specification states ≤8,000 cycles while the current website advertises 10,000+ cycles; and PowerCap's Australian residential go-to-market is impaired pending CEC approved-product listing. The Natron Energy collapse in September 2025 — a fully UL 1973 certified sodium-ion pioneer with operating Michigan manufacturing, US$25M unfulfilled orders, and Chevron / United Airlines backing that nonetheless could not raise its next round — provides a critical case study for how Langhus should structure its exposure. None of these findings suggest PowerCap is not a viable partner. All of them suggest Langhus should structure its agreements with specific contractual protections — including technology-provider substitutability, warranty back-to-back with the Chinese cell OEM, product liability insurance, and insolvency-survival warranty rights — rather than relying on PowerCap's pitch representations. This document sets out the findings, specific diligence questions Langhus should put to PowerCap, recommended contractual protections, and red-line issues that should trigger reconsideration of the partnership.

§ 01 / SCOPE & APPROACHWhat this document covers and how it was prepared

This document assesses PowerCap Un Limited as a technology, manufacturing and commercial partner for Langhus Energy's European commercialisation platform. The assessment covers:

This assessment does not cover: Langhus Energy's own commercial thesis, financial model, capital structure, or investor positioning. Langhus's 5-year model, European pipeline conversion assumptions, and BESS trading economics are outside the scope of this document.

◆ Methodology

Findings are drawn from publicly available sources — the PowerCap pitch deck (August 2026), the PowerCap corporate website (powercap.com.au), the PowerCap product technical specification, industry press coverage across pv-magazine, ESS News, Renew Economy and PV Magazine Australia, Google Patents public records, and benchmarking data from BloombergNEF, Morgan Stanley, IRENA and named sodium-ion competitor filings and disclosures. No non-public information has been used. Where a finding requires verification against non-public PowerCap information (e.g. licence terms, manufacturing agreements), this is flagged and formulated as a diligence question for Langhus to put to PowerCap.

§ 02 / WHAT POWERCAP ISCompany overview and verified facts

PowerCap Un Limited is a Brisbane-headquartered sodium-ion battery company founded by Dane (Ahmed) El Safty, a former Chevron/Shell chemical engineer with prior experience in petroleum extraction technology. The company has been publicly active since 2020 and has delivered actual sodium-ion battery deployments to residential, commercial and industrial customers in Australia, Indonesia, and — more recently — Europe and the United States.

DimensionVerified fact from public sources
Legal entityPowerCap Un Limited · Australian public unlisted company · Queensland-based
Founder / CEODane (Ahmed) El Safty · ex-Chevron/Shell chemical engineer · self-described "Principle Engineer" (should read Principal)
ChairmanKenneth Ingbritsen
CFOElisa El Safty — same surname as CEO (related party)
GM Product DevelopmentChris Dryden — publicly quoted in industry press since 2024; not present in current pitch deck leadership team
Product familyResidential POD 10.29-24.02 kWh · Commercial 52.86-113.28 kWh · BESS 2.45 MWh/20' container to multi-GWh
Certifications (verified)TÜV IEC 62619 · PPP 51096A · UN 38.3 transport
Certifications (pending per own deck)UL 1973 (targeted Sep 2026) · IEC 62477 (targeted Sep 2026) · UL 9540 & UL 9540A (targeted Oct 2026)
Manufacturing footprintChinese contract manufacturing lines · claimed "5.2 GWh capability" — no owned plant disclosed
Cumulative lifetime salesApproximately 5 MWh (per CEO's public statement to Renew Economy) — majority in Indonesia, some Australian residential deployments (including Zac Efron NSW home cited)
Current raiseAUD$29.4M at A$3.00/share · pre-money A$613.7M · 4.57% dilution · minimum ticket A$500K
Recent market entriesEurope launch August 2025 (Italy, Germany, Spain) · US launch October 2025 via OEM-controlled reseller channel
▶ POSITIVE OBSERVATION
PowerCap is a real operating company with genuine product deployments

PowerCap is not a paper company. Publicly-verifiable deployments exist. The founder's engineering background is real and the company has been engaged with industry press consistently since December 2024. TÜV IEC 62619 and PPP 51096A certifications are meaningful achievements — PowerCap has publicly represented itself as the first Western sodium-ion battery manufacturer to achieve both. AGL has publicly indicated it is evaluating sodium-ion technology, which suggests utility-grade interest exists in the Australian market. For Langhus's purposes, PowerCap represents a credible technology partner underneath the specific findings and diligence items set out below.

§ 03 / MATERIAL FINDINGSFive items requiring resolution before further commitment

■ CRITICAL FINDING 01 — IP CHAIN OF TITLE
Patent WO2024239054A1 assigned to CI Corp Pty Ltd, not PowerCap Un Limited

A publicly-available PowerCap product specification references Patent No. PCT/AU2024/050514. Google Patents lookup reveals this as WO2024239054A1 — "Smart uninterruptible power supply system". The inventor is listed as Ahmed El Safty (same as Dane El Safty per public reporting). The assignee is CI Corp Pty Ltd, not PowerCap Un Limited. PCT status is shown as ceased, though national phase applications may retain independent status. The patent concerns UPS / power-management architecture — not the fundamental sodium-ion chemistry.

Why this matters for Langhus: Langhus's exclusive Scandinavian and European distribution rights are only as valuable as PowerCap's ability to grant them. If key PowerCap IP is held by an El Safty family holding vehicle (or any entity other than PowerCap Un Limited), the exclusive rights Langhus is negotiating may not be enforceable against third parties who could obtain licences from the IP-owning entity, or may not survive a change of control at PowerCap. Langhus's US$143M European manufacturing commitment would rest on a partnership whose IP foundation is not what it appears to be.

Preferred outcome: Full chain-of-title documentation showing all PowerCap-relevant IP (chemistry, cell design, BMS, EMS, VPP, packaging) is owned by or exclusively licensed to PowerCap Un Limited with rights that flow through to Langhus under the distribution agreements.

■ CRITICAL FINDING 02 — 37 EXCLUSIVE LICENCES
Licensor identity, terms and scope not disclosed

The PowerCap pitch describes "37 exclusive manufacturing licences and proprietary technologies" spanning cell chemistry, materials, cell manufacturing, energy intelligence, power & storage systems, specialised systems, and manufacturing know-how. The pitch does not name the licensor(s), disclose royalty economics, specify territorial scope, or explain how "exclusive" is defined against 100+ Chinese sodium-ion producers holding overlapping IP.

Why this matters for Langhus: If PowerCap is a licensee rather than a first-principles IP owner for material portions of the 37 items, Langhus's exclusive European rights are sub-licences of PowerCap's licences — with all the same limitations, termination triggers, and change-of-control provisions. Langhus needs to know whether the underlying licensor has veto rights, minimum-royalty triggers, or the ability to terminate that could cascade to Langhus's rights.

Preferred outcome: Copies of all material licence agreements with named licensor(s), licence terms, royalty economics, exclusivity carveouts, termination triggers, IP indemnity provisions, change-of-control mechanics, and sub-licensing rights that support Langhus's downstream distribution rights.

▲ MATERIAL FINDING 03 — MANUFACTURING
"5.2 GWh capability" is contract manufacturing capacity, not owned production

The pitch presents "5.2 GWh current manufacturing capability through established manufacturing lines in China" as a de-risking factor. This appears to refer to contract manufacturing capacity available through Chinese cell/assembly partners — not owned or long-term-reserved capacity dedicated to PowerCap. The pitch does not identify the Chinese manufacturing partner(s), the terms of the manufacturing relationship, or the specific capacity committed to PowerCap.

Why this matters for Langhus: If PowerCap needs to fulfil the 800 MWh Power Yield OÜ tender in 2027, or the 2.4-3.2 GWh follow-on program, or the broader 14.104 GWh European pipeline, PowerCap must have contractual claims on manufacturing capacity that Langhus can rely on. Contract manufacturing partners typically prefer larger customers when capacity is constrained. Chinese cell makers (CATL, BYD, EVE, HiNa) all sell into the Australian and European markets both directly and through white-label channels — some of PowerCap's manufacturing partners may become PowerCap's competitors.

Preferred outcome: Named Chinese manufacturing partner(s), manufacturing agreements, committed PowerCap capacity, exclusivity provisions, minimum order obligations, cell pricing formulas, QC rights, tooling ownership, step-in rights, and geopolitical/export controls disclosure.

▲ MATERIAL FINDING 04 — CERTIFICATIONS
Certifications critical for utility-scale European deployment are future-dated on the August 2026 pitch

The PowerCap certification page lists UL 1973 as "Sep 2026", IEC 62477 as "Sep 2026", and UL 9540 & UL 9540A as "Oct 2026". The pitch itself is dated August 2026. These are future-dated on the document's own timing. PowerCap's own certification page bottom disclaimer reads: "Certification claims and scopes to be checked against final issued certification documentation prior to circulation."

Why this matters for Langhus: UL 1973 (stationary batteries) and UL 9540 / UL 9540A (energy storage systems and installation) are foundational for utility-scale BESS deployment in the US and are increasingly expected in European utility procurement. IEC 62477 (power electronic converter systems) is required for grid-connected inverter safety compliance. The Power Yield OÜ 800 MWh Germany tender and the 14.104 GWh European pipeline will require complete and current certification packages. Langhus must know exactly what is certified today, what is genuinely on track for near-term issuance, and what remains outstanding.

Preferred outcome: Current certification status with certificate numbers, issue dates, scope of coverage, and issuer contact for verification. For pending certifications: certifier engagement documentation, testing status, expected issuance date, and contingency plan if certifications are delayed.

▲ MATERIAL FINDING 05 — PRODUCT PERFORMANCE
Cycle count: website claims 10,000+ · technical specification states ≤8,000

PowerCap's current corporate website advertises "10,000+ cycles" for the POD system. A publicly-available PowerCap technical specification states "≤8,000 cycles at 25°C, ≤0.5C to ≥70% retention." A 20-25% cycle-life discrepancy between marketing and technical documentation is material for BESS underwriting because cycle life directly drives lifetime revenue, LCOS (levelised cost of storage) and payback economics.

Why this matters for Langhus: The Langhus 5-year model, the Power Yield OÜ pricing, the BESS trading economics, and any customer LTSA (long-term service agreement) commitments will depend on cycle-life assumptions. If the true underwriting cycle life is closer to 8,000 than 10,000+, Langhus's economics change. This may also reflect different product generations, different test protocols, or different end-of-life retention definitions (70% vs 80% retention makes a material difference to bankable life).

Preferred outcome: Independent third-party cycle-life test curves at 0.25C, 0.5C and 1C, at multiple depth-of-discharge levels, at multiple temperature ranges. Reconciliation of the website claim vs technical spec. If different generations or test protocols underpin the two figures, a clear technical explanation.

§ 04 / SECONDARY FINDINGSGovernance and disclosure observations

◆ SECONDARY FINDING 06 — POTENTIAL RELATED PARTY
CEO and CFO share surname — relationship and board independence to be confirmed

Dane El Safty (CEO / Founder) and Elisa El Safty (CFO responsible for "Finance | Business Oversight | Governance") share a distinctive surname. The relationship is not disclosed in the offer document — it may be spousal, sibling, parent-child, or coincidental. If related, a family-member CFO structure would require appropriate disclosure of related-party transactions and independent-director oversight. This is a diligence question, not yet an identified governance defect: the relationship and the framework of independent oversight need to be confirmed. Langhus should understand how PowerCap manages related-party governance before entering a long-term commercial relationship where PowerCap financial reporting and financial performance representations underpin Langhus's own capital deployment decisions.

◆ SECONDARY FINDING 07 — LEADERSHIP DECK
Publicly-quoted senior operator absent from pitch leadership team

Chris Dryden has been publicly quoted in industry press (pv-magazine, ESS News) as "General Manager, Product Development and Manufacturing" of PowerCap since at least December 2024, representing the company on technical questions including BMS, inverter compatibility, and sustainability. Dryden does not appear on the current pitch deck leadership team page (Kenneth Ingbritsen, Dane El Safty, Elisa El Safty, Jonathon Reynolds, Mitchell Orval). Langhus should clarify whether Dryden remains with PowerCap, and if so what his role is — the GM Product Development position is the technical counterpart Langhus's engineering, R&D and product teams will interface with on an ongoing basis.

◆ SECONDARY FINDING 08 — CORPORATE HISTORY
204.5M existing shares implies prior capital events not disclosed

The pitch discloses 204,570,335 existing shares on issue but does not disclose the history of how these were issued, at what prices, on what terms, or whether preferential rights exist. Langhus should understand the PowerCap capitalisation history and any existing preferential rights (liquidation preference, participation, anti-dilution) that could affect PowerCap's flexibility in future strategic transactions with Langhus. ASIC extract for PowerCap Un Limited (ACN, corporate history including any prior names, current director and share register) should be obtained as a routine step.

◆ SECONDARY FINDING 09 — DOCUMENT QUALITY
Disclosure quality of PowerCap raise document below institutional standard

Two smaller observations sit at the level of disclosure quality: (a) the pitch describes CEO Dane El Safty as "Founder | Technology Vision | Principle Engineer" (correct spelling: Principal); (b) the entity name "PowerCap Un Limited" is a non-standard corporate designation (standard Australian public unlisted company suffix is "Limited" or "Ltd"). Neither is material in isolation. Both indicate the PowerCap raise document has not been through senior legal / advisor review of the standard expected at institutional-raise pricing. For Langhus's purposes, this means Langhus should ensure all Langhus-PowerCap commercial documentation is produced to a higher standard of review than the PowerCap raise pitch, and that the corporate history is properly confirmed via ASIC extract as noted in Finding 08.

◆ SECONDARY FINDING 10 — AU RESIDENTIAL GO-TO-MARKET
PowerCap products do not presently appear to have required CEC approved-product listing

PowerCap's sodium-ion products do not presently appear to have the required Australian Clean Energy Council (CEC) approved-product listing, which prevents access to the federal battery rebate (approximately A$300/kWh) and most state incentives under the 2025 Cheaper Home Batteries Program. The CEC approved-product list currently contains over 1,000 lithium-based batteries. LFP competitors have a structural 20-40% net-of-rebate price advantage in the Australian residential market until PowerCap-specific product approval is secured. The regime is transitioning to SA TS 5398 with battery approval requirements changing through 2026-27, so this is likely a PowerCap product-approval question rather than an immutable exclusion of sodium chemistry — but the timing and PowerCap's application status are not disclosed in the raise document. This is not directly relevant to Langhus's European commercialisation focus, but Langhus should be aware that PowerCap's Australian revenue base is constrained until this is resolved, which affects PowerCap's overall financial runway and negotiating position.

§ 05 / COMPETITIVE POSITIONINGWhere PowerCap sits in the global sodium-ion sector

The sodium-ion category has moved decisively from laboratory to commercialisation during 2025-2026. Understanding PowerCap's position relative to global category leaders is essential for Langhus to price the strategic value of the PowerCap partnership.

Company2026 stage & tractionManufacturing
CATL (Naxtra)60GWh HyperStrong supply contract signed October 2025 · TENER Sodium stationary platform · 175 Wh/kg energy density · September 2026 delivery start · International shipments June 2027Own China plants · 30GWh capacity · integrated production at scale
BYD$10B sodium program · 30GWh factory investment · 10,000 cycle product claims · Seagull EV integration for sub-$15K vehiclesOwn facilities integrated with EV supply chain
Natron Energy (US)CEASED OPERATIONS 3 SEPTEMBER 2025 — see Natron Case Study below. Previously: Prussian blue cathode chemistry, first sodium-ion company to achieve UL 1973 (2020), operating Holland Michigan plant (opened May 2024, 600MW capacity), Chevron + United Airlines strategic investors, US$25M orders unfulfilled at collapse, planned US$1.4B / 24 GWh North Carolina gigafactory cancelledManufacturing assets in liquidation via Sherwood Partners; no buyer found
Peak Energy (US)GM exclusive US manufacturing partnership · Six named IPP/utility customers including three of the top five US independent power producers · CB Insights "Leader" ranking in sodium-ion (alongside CATL, BYD, Altris) · GS-1.1 grid-scale sodium-ion BESS · Founded 2023 · Series B raise US$80M at US$475M pre-money valuation per Axios Pro reporting July 2026 (prior: US$55M Series A Xora-led July 2024, US$10M seed Eclipse-led July 2023)US gigafactory under construction · 2027 commissioning · own domestic manufacturing
Altris (Sweden)Patented Prussian White cathode · Strategic investors Clarios, Maersk Growth, Volvo Cars · Commercialisation-stageEuropean commercialisation-stage rounds
HiNa (China)Sodium cells at 0.5-0.7 yuan/Wh (~US$70-100/kWh) per CEO Li Shujun public statement Q1 2026China production at scale · Duozhu Technology partner for utility projects
Syntropic Power (US)2 GWh 2026 pilot · Tenet / Gridpan / GridSurge product lines · AI data centre focusNorth Carolina manufacturing planned for FEOC compliance
Freen OÜ (Estonia)10 kWh residential sodium-ion at €3,000 per system · Small wind turbine integrationEstonia production capable of ~4,000 turbine units per year
PowerCap~5 MWh cumulative lifetime sales · TÜV + PPP certified · Europe and US market entry 2025 · residential focus with commercial and BESS product familyChinese contract manufacturing · claimed 5.2 GWh capability · no owned plant disclosed
◆ CONTEXTUAL OBSERVATION

Sodium-ion category consolidation is real and accelerating. Morgan Stanley's June 2026 sector coverage projects sodium-ion to reach 20% of battery deployment market share by 2030 and 37% by 2035, with US$800B in new investment required. The Morgan Stanley research specifically identifies CATL and GM/Peak Energy as primary category beneficiaries. BloombergNEF's December 2025 Battery Price Survey put stationary-storage LFP packs at US$70/kWh (down 45% year-on-year) — meaning sodium-ion is currently more expensive than LFP at pack level, with cost crossover expected 2027-28.

What this means for Langhus: Langhus's PowerCap partnership is not a bet on sodium-ion becoming a commercial chemistry — that debate is settled and sodium-ion has won a role. It is a bet on PowerCap specifically capturing meaningful share of a category being dominated by better-capitalised global players. The value of Langhus's exclusive European rights depends heavily on PowerCap's ability to differentiate on Western sovereignty, product design, safety, and BMS/EMS integration in specific European segments where CATL/BYD Chinese product may face regulatory, procurement or geopolitical friction.

The Natron Energy case study — supplier viability risk

■ CASE STUDY — WHY THIS MATTERS DIRECTLY FOR LANGHUS

Natron Energy — a Santa Clara-based sodium-ion battery company founded 2012 by a Stanford PhD — ceased operations on 3 September 2025. Its board determined on 27 August 2025 that "efforts to raise sufficient new funding were unsuccessful." Its primary shareholder (Sherwood Partners) attempted asset sale and found no buyers. All 95 employees terminated. Holland, Michigan factory permanently closed. Planned US$1.4B / 24 GWh gigafactory in Rocky Mount, North Carolina cancelled.

What Natron had at the point of collapse: UL 1973 certification (achieved 2020 — the first sodium-ion battery ever to meet the standard); operating Michigan plant (opened May 2024, 600 MWh annual capacity); patented Prussian blue electrode chemistry with claimed 50,000+ cycle life; approximately US$25M of orders already placed by customers; strategic investors including Chevron, United Airlines, Prelude Ventures; IRA support secured; 12 years of technology development runway; reported prior valuation approximately US$1.6B.

What killed it: The board could not raise the next funding round. Existing investors declined. Prospective investors declined. The company had orders it could not fulfil — reportedly held up pending UL certification of a newer product variant. Working capital ran out. Per TechCrunch: "Natron investors balked at releasing more funds, leaving the startup facing a cash crunch."

Why this matters directly for Langhus's PowerCap partnership decision: Langhus is preparing to commit to PowerCap as its exclusive European technology partner, put PowerCap product into an 800 MWh Power Yield tender, negotiate approximately US$143M of European manufacturing expenditure, and become the party contractually responsible to European end customers for 10-15 years of warranty and performance. If PowerCap encounters a Natron-equivalent capital event — inability to raise the next round, working-capital gap, delayed certification of a critical product variant — Langhus's platform value materially depends on how well its agreements with PowerCap have been structured to survive that event. Successful chemistry, meaningful certifications, operating manufacturing, real customer orders and marquee investors did not save Natron. The lesson is that Langhus should not assume PowerCap's next capital event will succeed simply because the current one is being conducted. Contractual protections identified below (technology substitutability, warranty back-to-back with the Chinese cell OEM, escrow of critical technical documentation) are the mechanisms that translate this lesson into actionable structuring.

§ 06 / DILIGENCE QUESTIONS FOR POWERCAPSpecific items Langhus should get PowerCap to answer

The following questions should be put to PowerCap before Langhus commits material capital or executes definitive exclusivity documentation. Answers should be provided in writing with supporting documentation where relevant.

IP and licensing

  1. Chain of title on Patent WO2024239054A1. Please confirm the current ownership status of Patent WO2024239054A1 ("Smart uninterruptible power supply system"), the relationship between PowerCap Un Limited and CI Corp Pty Ltd, and any assignment or licence arrangements that give PowerCap Un Limited operational control of the IP.
  2. Full patent schedule. Please provide a complete schedule of all patents, patent applications and provisionals held by or licensed to PowerCap Un Limited (or any affiliated entity used to hold PowerCap IP), with jurisdictional status for each.
  3. 37 exclusive manufacturing licences. Please identify the licensor(s) of the 37 exclusive manufacturing licences and provide copies of the underlying licence agreements including royalty rate, territorial scope, exclusivity carveouts, term, termination triggers, IP indemnity provisions, and change-of-control mechanics.
  4. Sublicensing rights. Please confirm PowerCap's sublicensing rights under each material licence agreement, and whether these are sufficient to support the exclusive distribution and manufacturing rights Langhus is being asked to negotiate for Europe and Australia.
  5. IP indemnity. Please describe PowerCap's IP infringement indemnity framework and any known or threatened IP claims against PowerCap or its licensors.

Manufacturing

  1. Manufacturing partner identity. Please identify the Chinese manufacturing partner(s) providing the "5.2 GWh capability" and provide copies of the manufacturing agreements.
  2. Capacity reservation. What portion of the 5.2 GWh capability is contractually reserved for PowerCap, and on what terms (minimum orders, exclusivity, capacity guarantees, price formulas)?
  3. Tooling and IP. Who owns the tooling used at the Chinese manufacturing facilities? Is PowerCap-specific technology being transferred to the manufacturing partner, and if so, on what confidentiality and non-compete terms?
  4. Step-in rights. If the manufacturing partner relationship terminates, what step-in rights does PowerCap have to continue production? What contingency manufacturing options exist?
  5. Geopolitical exposure. How is PowerCap positioned for US FEOC restrictions (Foreign Entity of Concern rules affecting Chinese cell content in US battery deployments)? How is PowerCap positioned for EU Critical Raw Materials Act requirements?

Certifications

  1. Verified current certifications. Please provide certificate numbers, issue dates and scope-of-certification documentation for all currently-issued certifications (TÜV IEC 62619, PPP 51096A, UN 38.3, IEC 60730-1, IEC 61000-6-2/6-4).
  2. Pending certifications. For UL 1973, IEC 62477, UL 9540 and UL 9540A: please provide certifier correspondence, current testing status, expected issuance dates, and contingency plans if certifications are delayed beyond the current September/October 2026 targets.
  3. European utility procurement fit. What is the certification package required for the Power Yield OÜ 800 MWh German BESS deployment, and how does the current PowerCap certification portfolio (actual and projected) map to those requirements?
  4. CE marking. Please confirm the CE marking status of the PowerCap POD residential product family for direct sale in the EU market.

Product and technology

  1. Cycle life reconciliation. Please reconcile the 10,000+ cycle figure on the corporate website with the ≤8,000 cycle figure in the technical specification. Are these different product generations, different test protocols, or different end-of-life retention definitions?
  2. Independent cycle life testing. Please provide independent third-party cycle-life test curves at 0.25C, 0.5C and 1C, at multiple depth-of-discharge levels, at multiple temperature ranges.
  3. BMS and inverter compatibility. PowerCap's GM Chris Dryden has publicly identified BMS and inverter compatibility as the main barrier to sodium-ion mainstream adoption. Please provide the current compatibility matrix for European inverter manufacturers (SMA, Sungrow, GoodWe, Fronius, SolarEdge, Sinexcel, Deye).
  4. Cell chemistry. Please confirm the specific sodium-ion cell chemistry PowerCap uses (layered oxide, Prussian White, polyanionic NFPP), the cathode/anode/electrolyte specification, and the source of key materials.
  5. Bill-of-materials breakdown $/kWh at commercial yield. Please provide a detailed BOM for the POD residential and BESS system products including cathode ($/kWh), anode (hard carbon source and $/kWh), electrolyte (salt and solvents, $/kWh), current collectors (aluminium/copper, $/kWh), separator, carbon additives — with benchmarking against LFP $70/kWh (BNEF 2025) and sodium-ion peer BOMs.
  6. System-level AC performance. Please provide system-level performance data for the containerised BESS product: usable AC MWh at end-of-warranty, AC-AC round-trip efficiency, parasitic load, auxiliary consumption (HVAC), state-of-charge reserve, inverter efficiency, annual degradation curve, availability guarantee, augmentation requirement over 15-year life. Cell-level performance figures are insufficient for BESS project underwriting.

Manufacturing yield and quality

  1. Yield metrics. Please provide, for the Chinese manufacturing partner(s) producing PowerCap-destined product: first-pass yield, final yield, scrap rate, formation losses, QA rejection rate, line utilisation, takt time, overall equipment effectiveness (OEE), and field failure rate.
  2. Delivered kWh vs nameplate capacity. How much of the "5.2 GWh manufacturing capability" is actually deliverable to PowerCap at spec under committed capacity terms? What is the relationship between nameplate capacity and PowerCap's actual entitlement?

Warranty and liability chain

  1. Complete warranty chain documentation. Please describe the full warranty chain from Chinese cell OEM → PowerCap → distributor (Langhus) → end customer. What warranty terms does the Chinese cell OEM provide to PowerCap? Are they back-to-back with the warranties PowerCap provides to distributors and end customers?
  2. Warranty reserve. How does PowerCap accrue for warranty obligations? Is there a dedicated warranty reserve, a warranty insurance policy, or naked balance-sheet exposure? What is the current reserve level relative to installed fleet obligations?
  3. Product liability insurance. Please confirm PowerCap's product liability insurance coverage: insurer identity, limit per occurrence, aggregate limit, exclusions, coverage territory, deductible.
  4. Recall insurance. Does PowerCap carry recall insurance? If so, what are the trigger events, coverage limits, and coordination with regulatory authorities?
  5. Insolvency survival. If PowerCap were to fail, do the end customer's warranty rights survive to the Chinese cell OEM directly? What contractual mechanisms are in place to protect customer warranty entitlements in a PowerCap insolvency event?
  6. OEM indemnity. To what extent does the Chinese cell OEM indemnify PowerCap for defects, recalls, product liability claims and IP infringement? Please provide the relevant indemnity provisions.

Bankability

  1. Project finance acceptability. For the Power Yield OÜ 800 MWh German BESS opportunity, please confirm whether project lenders and technical advisers have accepted (or indicated they will accept) PowerCap-supplied cells for project finance purposes. If not, what bankability solution is being proposed (technology performance insurance, capex guarantee, alternative supply commitment)?
  2. Existing customer references for bankability. Please provide references from at least three existing PowerCap customers where projects have been financed with PowerCap technology, or where PowerCap technology has been assessed and accepted by an independent engineer or project financier.

Corporate and financial

  1. Related party governance. Please confirm the relationship between CEO Dane El Safty and CFO Elisa El Safty, and describe the related-party transaction policies and independent oversight in place.
  2. Chris Dryden status. Please confirm Chris Dryden's current role at PowerCap, and if the role has changed, when and why.
  3. Corporate history. Please provide the PowerCap Un Limited ACN, corporate history including any prior names, and details of all El Safty family-controlled entities that hold PowerCap-relevant IP, contracts, or interests (including CI Corp Pty Ltd).
  4. Prior capital raises. Please provide a full history of prior PowerCap capital raises including instrument, price per share, investor identity, and any preferential rights (liquidation preference, participation, anti-dilution) attached to prior rounds.
  5. Financial statements. Please provide audited or reviewed financial statements for FY24, FY25, FY26 including revenue evidence supporting the stated ~5MWh cumulative sales figure.
  6. Capital runway and next round plan. Please describe PowerCap's capital runway following the current A$29.4M raise (assuming full subscription), and the planned trajectory of subsequent capital events. The Natron Energy collapse in September 2025 (Section 05) demonstrates the criticality of forward capital planning for early-stage sodium-ion companies.
  7. Australian CEC approved-product listing. Please provide the current CEC application status for the PowerCap sodium-ion residential product family, and the expected timeline to inclusion under the SA TS 5398 transitional regime through 2026-27.

§ 07 / RECOMMENDED CONTRACTUAL PROTECTIONSProvisions Langhus should build into its PowerCap agreements

The following contractual protections should be built into the Langhus-PowerCap distribution, manufacturing, and R&D agreements to protect Langhus's capital deployment against the material findings identified above. These are protections independent of the diligence answers — they should exist in the agreement regardless of how the diligence responses land. The Natron Energy collapse (Section 05) elevates the importance of technology-provider substitutability, warranty back-to-back, and insolvency-survival provisions.

IP and rights protection

Manufacturing and supply

Warranty and liability chain

Technology-provider substitutability

Certification and product

R&D and IP creation

Financial and corporate protection

§ 08 / RED-LINE ISSUESFindings that should trigger reconsideration of the PowerCap partnership

The following would be red-line findings that should trigger reconsideration of the scope, terms, or continuation of the Langhus-PowerCap partnership. These are not routine diligence issues but structural findings that would change the nature of what Langhus is buying.

■ RED LINE 01 — IP OWNERSHIP

If the fundamental sodium-ion chemistry IP (cell design, cathode, anode, electrolyte, BMS core algorithms) is not owned by or exclusively licensed to PowerCap Un Limited with full rights to grant Langhus enforceable European sub-licences — reconsider. Langhus cannot build a European commercialisation platform on IP rights that PowerCap cannot legitimately grant.

■ RED LINE 02 — MANUFACTURING PARTNER

If PowerCap's Chinese manufacturing partner is a company that already competes (or is likely to compete) in the European stationary storage market under its own brand or through other white-label channels — reconsider. Langhus's European volume commitments would be funding a competitor.

■ RED LINE 03 — CERTIFICATION FAILURE

If UL 1973 or UL 9540 certification for the utility-scale BESS product cannot be secured within a defined post-signing window (e.g. 6 months), or if the certifications when issued have material scope limitations that exclude the Langhus European use cases — reconsider. Langhus's Power Yield OÜ tender and broader European pipeline depend on complete certification packages.

■ RED LINE 04 — MATERIAL PRIOR ROUND TERMS

If prior PowerCap capital raises include liquidation preferences, anti-dilution provisions, or drag-along rights that materially constrain PowerCap's flexibility to work with Langhus on preferential pricing, exclusive commitments, or joint IP creation — reconsider. The Langhus partnership requires PowerCap to have operational and financial flexibility that pre-existing investor rights may constrain.

■ RED LINE 05 — RELATED PARTY OPACITY

If diligence reveals additional undisclosed related-party structures (beyond CI Corp Pty Ltd and the CEO/CFO relationship) that materially affect PowerCap's IP, revenue, or governance — reconsider. Long-term commercial partnerships require transparency about the entity Langhus is dealing with.

■ RED LINE 06 — SUPPLIER CAPITAL VIABILITY

If PowerCap cannot demonstrate a credible forward capital plan through to self-funding free cash flow, and if the Langhus agreements do not include workable technology-substitutability protections (Section 07) enabling Langhus to source equivalent product from qualified alternative suppliers if PowerCap fails defined benchmarks, then Langhus's ability to fulfil its own customer commitments becomes hostage to PowerCap's next capital event succeeding — reconsider scope of exposure. The Natron Energy collapse (Section 05) demonstrates that even fully-certified, operationally-established, strategically-backed sodium-ion companies can fail on the next funding round. Langhus's platform value should not be structured so as to collapse alongside a single supplier's capital event.

§ 09 / OVERALL ASSESSMENTPowerCap as a Langhus partner

▲ Overall Assessment

PowerCap Un Limited is a credible early-stage sodium-ion technology company with real product deployments, meaningful certification progress, and a technically capable founder. As a technology partner for Langhus Energy's European commercialisation platform, PowerCap represents a viable option. However, the material findings identified in this document — particularly the CI Corp Pty Ltd IP chain-of-title issue, the undisclosed licensor of the 37 exclusive manufacturing licences, the future-dated utility-scale certifications, the cycle-count inconsistency, the Chinese contract manufacturing dependency, and the warranty / product liability / bankability chain that a Langhus-scale distributor must protect against — are all resolvable through appropriate diligence responses and contractual protections, but they are not issues Langhus should proceed without addressing. The recommended approach is: (a) put the diligence questions in Section 06 to PowerCap and obtain written responses with supporting documentation before executing definitive exclusivity documentation; (b) build the contractual protections in Section 07 into every material Langhus-PowerCap agreement — with particular attention to technology-provider substitutability and warranty back-to-back with the Chinese cell OEM which the Natron Energy collapse elevates to first-order importance; (c) treat the 6 red-line findings in Section 08 as triggers for reconsideration of scope or continuation of the partnership. On this basis, Langhus can proceed with the PowerCap partnership on a well-underwritten foundation. Without this framework, Langhus's US$143M European manufacturing commitment and its 14.104 GWh pipeline value would rest on PowerCap representations that have not been independently tested, and on the assumption that PowerCap's future capital events will succeed — an assumption that the 2025 Natron collapse warns should not be made without protective structuring.

DISCLAIMER: This document has been prepared by Varrare Pty Ltd as an independent third-party technology and commercial due diligence assessment for the specific use of Langhus Energy in its evaluation of a strategic partnership with PowerCap Un Limited. The assessment is based on publicly available information as at the date of preparation and does not rely on any non-public information from PowerCap or Langhus. This document is provided for informational purposes only and does not constitute investment advice, legal advice, or any form of recommendation to any party. Langhus Energy and its advisors should conduct their own independent verification of all matters raised in this document before making any commercial or capital deployment decisions. Varrare Pty Ltd accepts no liability for reliance on this document by any party other than Langhus Energy, and no liability for reliance by Langhus Energy beyond the scope of the independent third-party diligence framing set out in this document.