Carbotura · Advanced Circular Manufacturing · Circular Advantage Proposal

Regina–Moose Jaw Corridor
Circular Advantage Proposal

A 30-year Circular Supply Agreement (with perpetual continuation after Year 30) converts 400 TPD of corridor feedstock into a structured royalty receipt stream from Month 13 — one CSA structure, zero community capex, and a structured solution before the Moose Jaw Landfill end-of-life ~2030 hard deadline.

Document: Circular Advantage Proposal — Stage 2 Prepared for: Regina–Moose Jaw Corridor, Saskatchewan Prepared by: Carbotura, Inc. Date: March 2026 Standard: PSAB
Beneficiation Fee — Base
$100
CAD/tonne Confirmed
Royalty Base Rate
120%
of Y1 Beneficiation Fee/tonne Contract terms
First Royalty Receipt
Year 2
+$17.50 CAD/tonne at Month 13 Modeled
30-yr Cumulative Royalty
+$185M
CAD cumulative est. Modeled
Phase Initial COD
T0+24
months · Moose Jaw priority Contract terms
Community Capex
$0
Carbotura owns facility Contract terms
Authority Commitment Qualification

Eight Commitments · One Engagement

Five items are required for every engagement and establish the structural commitment between the Regina–Moose Jaw Corridor and Carbotura. Three optional items signal Public Authority materials offtake under the CMOA — relevant when the Corridor elects to swap the Beneficiation Fee for a direct.

5 REQUIRED · ALL ELECTED 3 OPTIONAL · 0 ELECTED
01REQUIRED
Commit feedstock
All designated waste streams legally assigned to Carbotura via CSA · disposal liability removed from Corridor balance sheet.
Moosjaw: ~400 TPD corridor total addressable; Phase Initial 200 TPD / 73,000 TPY (Moose Jaw city + early corridor access); Phase Expanded 400 TPD / 146,000 TPY
02REQUIRED
Commit land + landfill deed
Manufacturing Site Deed + Remediation Site Deed transferred to Carbotura · registered title · two independent instruments.
SK: warranty deed registered with Saskatchewan ISC (manufacturing site TBD industrial parcel; remediation site — Moose Jaw Landfill, Caribou St)
03REQUIRED
Commit tax abatements
Local strategic investor instrument · qualifying tax relief for agreed period · condition precedent to CSA execution.
SK: Provincial strategic investor instrument / municipal PILT (Payment In Lieu of Taxes) — City of Moose Jaw + City of Regina bilateral framework
04REQUIRED
Receive royalty stream on materials
Circular Royalty™ · paid by Carbotura TO the Corridor · never combined with Fee.
Reported as separate transactions per the Separate Transaction Principle (MR §4.8) · PSAB accounting standard (PS 3260 environmental liabilities)
05OPTIONAL · SUBJECT TO STUDY
Exogenesis™ landfill mining
Exogenesis™ Programme · APS · fully electric fleet · $50 CAD/tonne royalty TO the Corridor · land restored on completion.
Moosjaw: Moose Jaw Landfill (Caribou St) — end-of-life ~2030 HARD DEADLINE (primary); East Sanitary Landfill (secondary); Fleet Street Landfill (tertiary) · PSAB PS 3260 post-closure liability extinguishment + $133M CAD landfill capex avoidance
Sections
§0

Transaction Summary

Circular Royalty™ (Manufacturing Beneficiation)
OUTFLOW ↑
Beneficiation Fee: $100 CAD/tonne (Yr 1 — confirmed)
+2.5%/yr escalator
Phase Initial: ~$7.3M CAD/yr (73,000 tpy)
Carbotura's Beneficiation Fee
INFLOW ↓
Circular Royalty™: 120% of corresponding Fee
+1pp/yr escalator (Year 30 = 148%)
Phase Initial: ~$8.76M CAD/yr (Yr 2)
→ ~$11.58M CAD/yr (Yr 30)
From Carbotura product revenues · 13-month lag
OUTFLOW ↑
$0 Beneficiation Fee
Consideration: site deed at signing

Corridor deeds project site via SK ISC warranty deed at CSA execution
INFLOW ↓

+1%/yr escalation from Year 2
Phase Initial: ~$7.3M CAD/yr (Yr 2)
→ ~$9.65M CAD/yr (Yr 30)
13-month lag · symmetric Take-or-Pay floor
Exogenesis™ Royalty · Universal Bonus (under the CSA or B)
Moose Jaw Landfill (Caribou St) — ~2030 Hard Deadline
CONSIDERATION ↑
Caribou St landfill deeded at signing

End-of-life ~2030 — avoids $133M CAD capex
Post-closure care + PS 3260 obligations transfer to Carbotura
INFLOW ↓
Exogenesis™ Royalty: $50 CAD/tonne extracted
+1%/yr escalation from Year 2
~$1.83M CAD/yr (Yr 6)
Year 5 post-COD · East Sanitary + Fleet St in sequence
One Circular Supply Agreement. The Regina–Moose Jaw Corridor executes the CSA. The Exogenesis™ Royalty Bonus is a universal stream available as a CSA add-on — activated when the Moose Jaw Landfill (Caribou St) is deeded at signing. Caribou St’s end-of-life deadline (~2030) and the avoidance of a $133M CAD commissioned landfill replacement are the most time-sensitive structural elements. All three streams are reported as separate transactions per the Separate Transaction Principle (MR §4.8). T0 = 6 months after term sheet executed (Architect, 2026-05-11).
  • What Carbotura offers: A privately financed, Build-Own-Operate ACM facility receiving up to 400 TPD at Phase Expanded. Phase Initial: 200 TPD / 73,000 TPY (Moose Jaw city + early corridor access). The Corridor’s sole obligation under the CSA is the confirmed $100 CAD/tonne Beneficiation Fee. Exogenesis™ Bonus: Caribou St remediation royalty + PS 3260 post-closure liability extinguishment + $133M CAD landfill capex elimination.
  • What the Corridor commits: A 30-year CSA for feedstock supply. $100 CAD/tonne (+2.5%/yr). Exogenesis™: Caribou St landfill deed at signing as qualifying primary asset; East Sanitary + Fleet Street added via Programme amendments.
  • What the Corridor receives: Circular Royalty™ ~$8.76M CAD/yr Year 2 Phase Initial, growing to ~$11.58M CAD/yr Year 30.3M CAD/yr Year 2, growing to ~$9.65M CAD/yr Year 30. Exogenesis™ Bonus: ~$1.83M CAD/yr from Year 6 + $133M CAD capex avoidance + PS 3260 balance-sheet extinguishment. All separate transactions.

Carbotura proposes a 30-year Circular Supply Agreement (CSA) with the City of Regina, the City of Moose Jaw, and the Regional Coalition of corridor communities covering the Regina–Moose Jaw Corridor, Saskatchewan. Carbotura designs, finances, builds, owns, and operates the Advanced Circular Manufacturing facility. The community provides feedstock supply under the CSA and pays the Beneficiation Fee per tonne delivered. Carbotura pays the Circular Royalty™ to the community beginning 13 months after each corresponding Beneficiation Fee payment.

The community bears zero capital expenditure. The ACM facility is not a public infrastructure asset — it is a private manufacturing facility that serves the community as its feedstock supplier under a long-term commercial contract. This structural distinction is the defining characteristic of the Carbotura model: the community converts a disposal cost into a Beneficiation Fee, and receives a conversion royalty in return.

■ Core Transaction Structure
  • Carbotura provides: facility design, financing, construction, ownership, and operations — zero community capex required
  • Community provides: feedstock supply commitment under the 30-year CSA — measured in tonnes per day delivered
  • Community pays: Beneficiation Fee — $100 CAD/tonne, escalating 2.5% per year — Beneficiation Fee, not a disposal charge
  • Carbotura pays: Circular Royalty™ — 120% of that year's Beneficiation Fee per tonne, beginning Month 13, escalating +1 percentage point per year, on a rolling monthly basis
  • Result: From Month 13, the community receives more per tonne in Circular Royalty™ than it pays in Beneficiation Fee — by design, reported as separate transactions
§1

Commercial Structure

Regulatory Predicate Transition (RPT)

Advanced Circular Manufacturing is a manufacturing process, not a waste-management activity. Microwave Catalytic Reforming operates in an anoxic, oxygen-free, sub-atmospheric environment — mechanistically incompatible with combustion or biological degradation. ACM does not fit within the waste domain and does not operate under waste-domain statutes. The Regulatory Predicate Transition (RPT) — also framed as the dewaste pathway — is the coordinated regulatory shift from legacy disposal-predicate statutes onto manufacturing-predicate classifications. 100% elemental recycling of the municipal material stream requires this transition. Manufacturing NAICS 325180 · 325998 · 327992 · 331110 · 331314 · 331492 (6-code ACM set) plus EPA RCRA §1004(27) / 40 CFR §261.2(e) exclusion pathway in the US; ISIC Rev.4 20-25 + UN CPC 89 internationally. In many jurisdictions the required authorities already exist in latent form within existing statutes; in others the transition requires primary-authority amendments. The Joint Working Group phase includes a regulatory engagement workstream to shepherd the RPT alongside site permitting. Both parties commit to the RPT pathway. Carbotura brings the process-classification evidence, regulatory engagement expertise from prior ACM deployments, and the legal-technical framework. The counterparty brings the standing to engage the local regulator, the political mandate for the transition, and — where applicable — legacy statutory authorities that can be re-instrumented for manufacturing use. The endpoint is categorical: manufacturing classification across all permitting, licensing, and regulatory contexts. Interim bridging authorities may apply during the transition.

Basis: RCRA §1004(27) · 40 CFR §261.2(e) · RCRA §1004(27) · 40 CFR §261.2(e) · 40 CFR §260.43 · Standing condition — MR §3

§1.1 Circular Supply Agreement — Key Terms
TermValueClassification
Agreement duration30 years from CSA execution (T0)Contract terms
Community obligationDeliver corridor feedstock to ACM facility per agreed scheduleContract terms
Beneficiation Fee — base rate$100.00 CAD/tonneConfirmed
Beneficiation Fee — annual escalator2.5% per yearContract terms
Circular Royalty™ — base rate120% of that year's Beneficiation Fee per tonne ($120.00 CAD/tonne)Contract terms
Circular Royalty™ — annual escalator+1 percentage point per year (Y2: 121%, Y5: 124%, Y10: 129%…)Contract terms
Circular Royalty™ — payment lag13 months after corresponding Beneficiation Fee paymentContract terms
Royalty payment basisRolling monthly — not annual batchContract terms
Community capex$0Contract terms
ACM facility ownershipCarbotura, Inc.Contract terms
§1.2 Fiscal Period Distinction — Three Required Periods
Period 1 · Months 1–12
Pre-Royalty
−$100.00/tonne
Community pays Beneficiation Fee on all feedstock delivered. No Circular Royalty™ received (pre-royalty, structural 13-month lag). Annual Beneficiation Fee outflow is the only fiscal flow. This is the only period before rolling Circular Royalty™ receipts begin.
Period 2 · Month 13 Onward
Royalty Ramp
+$17.50/tonne
Rolling Circular Royalty™ commences at $120.00 CAD/tonne in Year 2; Beneficiation Fee paid is $102.50 CAD/tonne (separate transactions; per-tonne royalty exceeds per-tonne fee by $17.50). Ramps to full steady-state run-rate over approximately 12 months as the lag window fills.
Period 3 · Year 2 Onward
Steady State
Growing annually
Circular Royalty™ per tonne structurally exceeds Beneficiation Fee per tonne. The per-tonne spread widens annually: +$26.49/tonne at Year 5, +$31.07 at Year 10, +$90.81 at Year 30 (separate transactions, never combined). The community receives more per tonne in royalty than it pays in fee from Month 13 forward.
■ Circular Royalty™ — Three Canonical Statements

"Gross cost displacement and Circular Royalty™ cash flow are quantified separately. Both are independent financial effects of the CSA."

"At steady state, the Circular Royalty™ is designed to exceed the Beneficiation Fee on a per-ton basis."

"Circular Royalty™ payments begin 13 months after corresponding Beneficiation Fee payments and ramp to full run-rate on a rolling basis."

Executive Implications — §1
  • The Year 1 Beneficiation Fee outflow (−$100.00 CAD/tonne with $0 offsetting Circular Royalty™ per the 13-month lag) is a bounded, single-year exposure — not a continuing liability. It is the known cost of the pre-royalty period before rolling royalties begin arriving.
  • At Phase Expanded (400 TPD, 146,000 TPY), the Year 1 Beneficiation Fee outflow is $14,600,000 CAD with $0 offsetting Royalty. From Month 13, annual Circular Royalty™ receipt of approximately $17,520,000 CAD begins (separate transaction from Beneficiation Fee paid of approximately $14,970,000 CAD), and grows every year thereafter.
  • The royalty formula is structurally locked in the CSA before construction begins. The community's steady-state per-tonne Royalty exceeding per-tonne Fee is contractually defined — not subject to performance optimism.
§1.5

CSA Structure

At CSA execution, the Regina–Moose Jaw Corridor The Exogenesis™ Royalty Bonus is a universal additive stream available as a CSA add-on, activated when Moose Jaw Landfill (Caribou St) is deeded at signing.

T0 Note (Architect, 2026-05-11): T0 = 6 months after term sheet executed. This is a formula-based date, not a fixed calendar date. Phase Initial COD is approximately T0 + 24 months. All timeline references in this document use this formulation.

Moosjaw Application Note: Both options are commercially available to the Regina–Moose Jaw Corridor as a Canadian municipal authority. The Moose Jaw Landfill (Caribou St) end-of-life deadline of ~2030 is the primary planning constraint: Phase Initial COD must occur before ~2030 to activate the Exogenesis™ Programme before Caribou St reaches capacity. Working backward from ~2030: T0 (term sheet execution) should occur by approximately 2027 to allow COD ahead of the deadline. The City of Moose Jaw’s commissioned concept design report (July 2025) documents $133M CAD in avoided landfill replacement capital — extinguished in full at CSA execution via the Exogenesis™ Bonus.

■ Moose Jaw Landfill (Caribou St) — ~2030 End-of-Life Hard Deadline

Caribou St’s end-of-life (~2030) is the primary structural driver of the Regina–Moose Jaw Corridor engagement timeline. At CSA execution, all Caribou St post-closure care, leachate, methane, and PS 3260 obligations transfer to Carbotura — eliminating the City of Moose Jaw’s $133M CAD commissioned landfill replacement capital requirement and extinguishing the existing PSAB environmental liability on the municipal balance sheet. East Sanitary Landfill and Fleet Street Landfill are secondary assets added to the Exogenesis™ Programme via amendments as their closure timelines are confirmed.

§2

Deployment Structure

§2.1 Phase Schedule

Deployment follows the Carbotura standard deployment schedule. T0 is the Circular Supply Agreement execution date. All offsets below are from T0.

MilestoneCapacityModulesT0 OffsetClassification
Joint Working Group phase completionT0 + 3 monthsContract terms
Phase Initial construction startT0 + 6 monthsContract terms
Phase Initial COD — Moose Jaw priority100 TPD1T0 + 24 monthsContract terms
Phase Medium full operations200 TPD2T0 + 42 monthsContract terms
Phase Expanded full operations — full corridor400 TPD4T0 + 60 monthsContract terms
First Circular Royalty™ payment (corridor)T0 + 37 monthsContract terms
▶ Deployment Schedule Basis

All timeline values reflect the Carbotura standard deployment schedule. T0 (CSA execution date) is not yet confirmed. The standard schedule is used as the planning basis. Site-specific conditions confirmed at Joint Working Group phase may adjust individual phase durations. The T0+24 Phase Initial COD is the critical path milestone for Moose Jaw's landfill constraint resolution.

ACM Deployment Ramp — Capacity by Phase (TPD)
Phase Initial (Moose Jaw, 100 TPD) reaches COD at T0+24 months. Phase Medium doubles to 200 TPD at T0+42. Full corridor coverage at 400 TPD achieved by T0+60 months. First Circular Royalty™ payment at T0+37 months.
Source: Carbotura standard deployment schedule. All timeline values are planning-basis estimates subject to T0 confirmation.
§2.2 Priority Deployment Rationale — Moose Jaw Phase Initial

Phase Initial is prioritised for Moose Jaw on the basis of three confirmed structural conditions, each independently verifiable from public records:

▸ Phase Initial Priority — Three Confirmed Conditions
  • Landfill end-of-life (confirmed): The Caribou Street East Sanitary Landfill exhausts capacity by approximately 2030 — approximately 4 years from T0 planning basis. No replacement site has been approved as of March 2026. The Ministry of Environment has declined site expansion at the current location in writing (June 2025).
  • City-owned land candidate (confirmed): City administration identified land adjacent to the Moose Jaw WWTP as the operational preference for a new solid waste management facility (July 2025 council report). City Council voted 3-2 in July 2025 to seek an airport zoning exemption to enable development of this site. This land is the Priority 1 ACM site candidate.
  • Feedstock concentration (confirmed): Approximately 74% of Moose Jaw landfill volumes originate from city residents and businesses — a high-concentration, logistically compact feedstock base for a single 100 TPD Phase Initial module. H1 2025 data: 19,302 tonnes in 6 months, 74% city-origin.

Phase Initial resolves Moose Jaw's landfill capacity crisis at a capital cost of $0 to the city. It also eliminates the need to build a $133M CAD replacement landfill designed for 75 years of continued burial.

§2.3 Phase Expansion — Regina and Corridor

Phase Medium (T0+42 months) expands to 200 TPD, incorporating Regina's primary residential and organics streams alongside the continuing Moose Jaw volume. Phase Expanded (T0+60 months) reaches 400 TPD, incorporating the full corridor including ICI stream activation and all corridor communities. The 400 TPD Phase Expanded deployment is sized to match the corridor's confirmed non-C&D feedstock planning basis — 4 modules at the Carbotura standard 100 TPD module size.

Executive Implications — §2
  • The T0+24 Phase Initial COD is not a theoretical milestone — it is the specific timeline required to resolve Moose Jaw's landfill constraint before ~2030 capacity exhaustion. To achieve T0+24 COD before 2030, T0 must occur by approximately mid-2028. Joint Working Group phase (T0 to T0+3) plus procurement and CSA execution lead time means the effective decision window opens now and closes within approximately 12–18 months.
  • P1 site development requires an airport zoning exemption from the Ministry of Transport. Council voted 3-2 in July 2025 to pursue this. The exemption application is the specific near-term action that unlocks the preferred site — and the timeline of that application must be confirmed at the Joint Working Group phase stage.
  • P3 carries a regulatory risk: the RM of Edenwold unanimously rejected a composting facility application from EverGen/Regina in December 2023. A discretionary use application from Carbotura would face the same council. P3 remains viable but should be treated as a contingency, not a primary pathway.
§2.4 Site Candidate Analysis

◎ Site Opportunity Map — Loading

Priority 1/2/3 candidate zones with numbered markers · Feedstock infrastructure reference pins

1 Priority 1 candidate zone 2 Priority 2 candidate zone 3 Priority 3 candidate zone Landfill WWTP
PriorityZoneAcreage Est.ZoningLand AuthorityCo-location AdvantageKey Consideration
P1 Moose Jaw North — WWTP / Lagoon Precinct
RM of Moose Jaw No. 161 / City of Moose Jaw
50–80 acres Agricultural Resource / Municipal precinct City of Moose Jaw + RM of Moose Jaw No. 161 City-owned land candidate; WWTP biosolids IMMEDIATE access; Highway 2 frontage; Phase Initial urgency alignment Airport zoning exemption required — council voted 3-2 in favour of pursuing exemption, July 2025
P2 Regina NE Industrial — Fleet Street Corridor
City of Regina
30–60 acres Industrial (existing landfill precinct) City of Regina Co-located with existing feedstock handling infrastructure; Regina Bypass access; proximity to EPCOR WWTP for biosolids engagement Regulatory coordination with City of Regina; separate EPCOR commercial engagement for biosolids access
P3 Highway 1 Mid-Corridor — Balgonie / White City Zone
RM of Edenwold / private land
40–70 acres Light Industrial / Agricultural Resource RM of Edenwold / private landowners Central corridor access; minimises max transport distance to both cities; Highway 1 Trans-Canada frontage Discretionary use application to RM of Edenwold required — RM has a precedent of rejecting composting facility (Dec 2023); adds transport cost vs. city-adjacent sites
▸ Priority 1 Finding — Moose Jaw WWTP Precinct

The Moose Jaw North WWTP precinct is the Priority 1 site candidate because it uniquely combines four factors no other candidate zone offers simultaneously: (1) feedstock urgency — the city landfill exhausts capacity by ~2030 and no alternative has been approved; (2) city-owned land access — administration has identified this parcel as the operational preference for a new solid waste facility; (3) WWTP biosolids co-location — Moose Jaw WWTP is city-operated, classifying biosolids as IMMEDIATE access adjacent to the Phase Initial site; (4) active council support — council voted 3-2 in July 2025 to seek the airport zoning exemption required to develop this parcel. The P1 zone resolves the landfill crisis, captures the biosolids stream, and deploys on city-controlled land — all at T0+24 months.

Co-location Proximity Analysis — Driving Distances
Candidate Zone Distance from Moose Jaw Landfill Distance from Regina Landfill Distance from Regina WWTP (EPCOR) Distance from Moose Jaw WWTP
P1 Moose Jaw North WWTP ~2.5 km ~75 km ~73 km ~0.5 km
P2 Regina NE Fleet Street ~75 km ~1.5 km ~8 km ~73 km
P3 Highway 1 Mid-Corridor ~38 km ~37 km ~35 km ~36 km

P3 minimises maximum transport distance to both cities and corridor communities, but adds transport cost relative to city-adjacent sites. P1 and P2 each optimise for their respective city's primary feedstock concentration. Distances are planning-basis estimates — confirmed at Joint Working Group phase survey.

§3

Feedstock Scope Under the CSA

The CSA covers all feedstock streams the community generates and directs to the ACM facility. The access classification established in the Feedstock System Assessment governs the phased inclusion of each stream. The community is not obligated to deliver streams classified CONDITIONAL until commercial access arrangements are separately confirmed.

StreamDeployment PhaseAccess Class.Annual Volume at Phase Expanded
Moose Jaw residential + all streamsPhase Initial (T0+24)IMMEDIATE~38,600 TPY
Moose Jaw biosolids (city WWTP)Phase Initial (T0+24)IMMEDIATENot yet confirmed
Corridor communities (all streams)Phase Initial / MediumIMMEDIATE~8,000 TPY
Regina residential garbage (brown cart)Phase Medium (T0+42)IMMEDIATE~54,400 TPY
Regina organics — food & yard (green cart)Phase Medium (T0+42)IMMEDIATE~24,000 TPY
Regina dry recyclables (blue cart)Phase Medium (T0+42)IMMEDIATE~5,800 TPY
ICI streams (Regina bylaw Jan 2028)Phase Expanded (T0+60)IMMEDIATENot yet confirmed
Biosolids — Regina WWTP (EPCOR Water Services Inc.)Phase Expanded (T0+60)CONDITIONALNot yet confirmed
§4

Financial Structure

§4.0 — Circular Royalty™

Standard CSA: the Corridor pays the confirmed $100 CAD/tonne Beneficiation Fee on feedstock delivered; Carbotura pays a Circular Royalty™ calibrated to 120% of the corresponding Fee, +1pp/yr escalator, beginning Month 13 on a rolling monthly basis. By design, the per-tonne Circular Royalty™ exceeds the per-tonne Beneficiation Fee from Year 2 onward (separate transactions, never netted). All values in CAD.

ROYALTY STRUCTURE — CANONICAL TERMS
  1. Gross cost displacement and Circular Royalty™ cash flow are quantified separately. Both are independent financial effects of the CSA.
  2. At steady state, the Circular Royalty™ is designed to exceed the Beneficiation Fee on a per-tonne basis.
  3. Circular Royalty™ payments begin 13 months after corresponding Beneficiation Fee payments and ramp to full run-rate on a rolling basis.
§4.0.1 Beneficiation Fee (TMC Fee) Obligations by Phase
PhaseTPDAnnual VolumeAnnual Beneficiation Fee (Y1 base)Annual Beneficiation Fee (Y5)Annual Beneficiation Fee (Y10)
Phase Initial (Moose Jaw)10036,500 TPY$3,650,000 CAD$4,028,000 CAD$4,558,000 CAD
Phase Medium20073,000 TPY$7,300,000 CAD$8,056,000 CAD$9,116,000 CAD
Phase Expanded400146,000 TPY$14,600,000 CAD$16,111,000 CAD$18,234,000 CAD

All Beneficiation Fee values Modeled — derived from locked $100 CAD/tonne base rate and 2.5% annual escalator applied to 365-day annual operating basis.

§4.0.2 Circular Royalty™ Cash Flow — Phase Expanded (400 TPD)
YearAvoided DisposalBeneficiation Fee/tonneRoyalty RateRoyalty/tonne
Year 1$118.00$100.00N/A (pre-royalty)$0
Year 2 (from Month 13)$120.95$102.50121%$121.00
Year 5$130.25$110.38124%$133.53
Year 10$147.37$124.89129%$157.17
Year 20$188.64$159.87139%$216.79
Year 30$241.48$204.64149%$297.48
30-year cumulative Circular Royalty™ receipts (Expanded ramp, gross)≈ +$185–210M CAD

Royalty figures are amounts received. The royalty is paid 13 months in arrears, so the figure shown for a year is earned on the previous year’s delivered tonnage.

30-year cumulative is Modeled. Reflects phased deployment ramp: Phase Initial Y1–Y2 (Moose Jaw), Phase Medium Y3–Y5, Phase Expanded Y6–Y30. Annual compounding applied at confirmed rates.

Fiscal Position — Three Gross Items, Years 1–20
Royalty income exceeds Beneficiation Fee from Year 2. Avoided disposal cost is present from Year 1. All figures are gross — not pre-netted.
Carbotura Circular Advantage modeling · Registry values
§4.0.3 Gross Cost Displacement

The Beneficiation Fee displaces the community's current disposal cost. At a planning-basis FWDC of ~$108–128 CAD/tonne and a Beneficiation Fee of $100 CAD/tonne, the corridor achieves gross cost displacement from the first tonne delivered — before the Circular Royalty™.

ScenarioFWDC (CAD/tonne)Beneficiation Fee (CAD/tonne)Gross Displacement/tonneAnnual Displacement (400 TPD)
Conservative$108 Estimated$100 Confirmed$8$1,168,000 CAD/yr
Planning basis$120$100$20$2,920,000 CAD/yr
Upside$130 Estimated$100 Confirmed$30$4,380,000 CAD/yr

"Gross cost displacement and Circular Royalty™ cash flow are quantified separately. Both are independent financial effects of the CSA."

Executive Implications — §4
  • The 30-year cumulative Circular Royalty™ receipts of approximately +$185–210M CAD (gross) are a function of the locked contractual formula — not a projection based on ACM performance optimism. The royalty rate, escalator, and lag are all specified in the CSA before operations begin. Confirmation comes at Joint Working Group phase; the structural outcome is deterministic given those confirmed inputs.
  • Gross cost displacement occurs from Day 1 of operations at every FWDC scenario above $100 CAD/tonne. At the confirmed tipping fee of $93.50 CAD/tonne (corridor weighted average), gross displacement requires transport and handling costs to push FWDC above $100 — confirmed at the Joint Working Group phase.
  • The avoidance of the $133M Moose Jaw landfill capital commitment is an additional fiscal benefit not reflected in the royalty model above. Including landfill capex avoidance, the total 30-year fiscal value of State B vs State A is approximately +$318–343M CAD — quantified in the EIR.
§4.1 —

The Corridor pays the Beneficiation Fee and receives the Circular Royalty™ from Month 13. Site access is provided by lease or licence — no land transfer is required.

Parameter Value Basis
Beneficiation FeeFeedstock commitment and site access at CSA executionCSA §4B.1
Circular Royalty™ Rate (Year 1)$100.00 CAD/tonne of gross feedstock deliveredCSA §4B.2
Royalty Escalation+1.0% per year from Year 2CSA §4B.2
Payment Lag13 months after first Beneficiation Fee payment (rolling monthly)Fixed
Take-or-PaySymmetric bilateral — $100 CAD/tonne both directionsCSA §4B.3
Accounting standardPSAB (Public Sector Accounting Board) — Saskatchewan municipal statutory accountsStatutory
Term30 years from Phase Initial COD · perpetual continuation unless terminated by Non-Renewal NoticeLocked — CSA structure
Year-by-Year Cash Flow — Phase Initial (200 TPD / 73,000 TPY · CAD)
Year Beneficiation Fee/tonne Circular Royalty™ (CAD/tonne) Annual Royalty Received (73,000 TPY)
Year 1$0$0 (pre-royalty)$0
Year 2 (from Month 13)$0$100.00+$7,300,000 CAD
Year 5$0$103.03+$7,521,190 CAD
Year 10$0$108.29+$7,905,170 CAD
Year 20$0$119.61+$8,731,530 CAD
Year 30$0$132.13+$9,645,490 CAD
30-year cumulative~$244M CAD

All values Modeled..01n−2/tonne. Phase Initial 200 TPD / 73,000 TPY. Royalty and Fee are independent CSA transactions, never offset (Separate Transaction Principle MR §4.8). PSAB accounting standard.

Fiscal Period Structure —
Period Timing Corridor Outflow Corridor Inflow
Pre-RoyaltyMonths 1–12 after first delivery$0$0 royalty
Royalty RampMonth 13 → Month 24$0.00 CAD/tonne
Steady StateYear 2 onward$0.13 CAD/tonne)
ROYALTY STRUCTURE — CANONICAL STATEMENTS
  1. Under the CSA, the Corridor pays the Beneficiation Fee per tonne delivered and receives the Circular Royalty™ from Month 13.
  2. At steady state, the Circular Royalty™ is the financial inflow under the CSA, reported independently of the Beneficiation Fee.
  3. Circular Royalty™ payments begin 13 months after the corresponding Beneficiation Fee payment and ramp to full run-rate on a rolling monthly basis.
§4.1 — Exogenesis™ Royalty Bonus (Moose Jaw Landfill Legacy Chain)

Potential additive royalty stream, subject to Waste Characterization Study and mutual agreement — presented here as a structured option for discussion. If elected after study confirmation, activated when Moose Jaw Landfill (Caribou St) is deeded to Carbotura at CSA execution. Carbotura deploys the Exogenesis™ Programme — APS mechanical sorting + fully electric extraction fleet — within 3–7 years post-COD. The Caribou St end-of-life deadline (~2030) makes this the most time-sensitive element of the Regina–Moose Jaw Corridor Phase 1B framework. East Sanitary Landfill and Fleet Street Landfill are secondary assets added via Programme amendments as their closure timelines are confirmed.

Landfill Status Extractable mass (estimate) Exogenesis™ sequence Additional value
Moose Jaw Landfill (Caribou St) End-of-life ~2030 HARD DEADLINE ~36,500 tpy extractable (planning basis) Year 5 post-COD — primary $133M CAD capex avoidance + PS 3260 extinguishment
East Sanitary Landfill Active — closure TBD TBD — study required Year 7–10 post-COD — secondary PS 3260 extinguishment via amendment
Fleet Street Landfill Active — closure TBD TBD — study required Year 10+ post-COD — tertiary PS 3260 extinguishment via amendment
Parameter Value Basis
Royalty rate$50.00 CAD/tonne extracted (Year 1 of extraction)CSA Schedule E.2
Escalation+1.0% per year from Year 2 of extractionCSA Schedule E.2
Payment lag13 months after first extraction (rolling monthly)Fixed
Programme onset (Caribou St)Year 5 post-COD (first extraction); Year 6 first royalty paymentEngineering schedule
Asset transferCaribou St deeded at CSA execution via SK ISC warranty deed (second instrument, independent of East Sanitary + Fleet Street via Programme amendments.Saskatchewan land title law
Carbotura obligationsAll post-closure care, leachate management, methane capture, groundwater monitoring, MECP financial assurance obligations transfer at CSA execution. Environmental Impairment Liability, Pollution Legal Liability, Post-Closure Performance Bond provided by Carbotura.CSA §6 (Environmental Indemnity)
StackingIndependent of and additive to the Circular Royalty™ ORSeparate Transaction Principle (MR §4.8)
Exogenesis™ Royalty Cash Flow — Caribou St Anchor Case (CAD)
Year (post-COD) Extraction tpy (Caribou St) Rate (CAD/tonne) Annual Exogenesis™ Royalty
1–4$0 (programme not yet operational)
5~36,500$50.00$0 (13-month lag — Year 6 first payment)
6~36,500$50.00+$1,825,000 CAD
10~36,500$52.02+$1,898,730 CAD
20~36,500$57.47+$2,097,655 CAD
30~36,500+$63.49+$2,317,385 CAD
30-year cumulative Exogenesis™ Royalty receipts (Caribou St only)~$52M CAD

Royalty figures are amounts received. The royalty is paid 13 months in arrears, so the figure shown for a year is earned on the previous year’s delivered tonnage.

Caribou St anchor case: ~36,500 tpy planning basis (conservative). All values Modeled. East Sanitary + Fleet Street add to cumulative total via Programme amendments. Exogenesis™ Royalty = $50 CAD × 1.01n−2/tonne where n = years post-extraction start.

■ PSAB Balance-Sheet Event — Caribou St PS 3260 Extinguishment

The Caribou St landfill is approaching end-of-life (~2030). Under PSAB PS 3260, municipalities of Saskatchewan carry post-closure care provisions as an environmental liability. At CSA execution, all post-closure care, leachate, methane, and monitoring obligations for Caribou St transfer to Carbotura — extinguishing the existing PS 3260 environmental liability on the Corridor’s balance sheet. Combined with the $133M CAD commissioned landfill replacement capital avoidance, this is a material PSAB balance-sheet event independent of the Exogenesis™ Royalty cash flow. East Sanitary Landfill and Fleet Street Landfill add to this event sequentially as their closure timelines are confirmed and amendments are executed.

§5

Fiscal Decision Window

DeadlineMechanismDate / WindowRequired Action By
Moose Jaw landfill capacity exhaustion Physical capacity — Ministry has declined expansion. No approved replacement site as of March 2026. ~2030 CSA execution by ~mid-2028 to achieve T0+24 Phase Initial COD before capacity is exhausted
Moose Jaw new landfill capital procurement $133M CAD capital commitment becomes irreversible when procurement is formally authorised — engineering, land acquisition, environmental approvals Active — no procurement authorised as of March 2026 CSA execution before procurement is formally locked preserves full $133M capex avoidance
Regina ICI bylaw activation City of Regina Bylaw — ICI multi-stream mandatory from January 1, 2028 January 1, 2028 Phase Medium COD at T0+42 months enables ICI stream absorption; without ACM, separate ICI processing contracts must be procured before this date
▲ Irreversibility Mechanism — Moose Jaw Landfill Capex

If the City of Moose Jaw proceeds with formal procurement for the new solid waste management facility, the capital commitment becomes irreversible through the sequence of: land acquisition agreement → engineering procurement → environmental assessment → discretionary use approval → construction contract. Once land is acquired and engineering is procured, the capital trajectory is locked. No indication of formal procurement authorisation exists as of March 2026. The opportunity to eliminate the $133M CAD commitment entirely remains open — and it will not remain open after procurement is initiated.

Executive Implications — §5
  • Both primary deadlines are statutory or council-confirmed. The landfill capacity constraint (~2030) is physically determined and confirmed in Ministry correspondence. The ICI bylaw deadline (Jan 2028) is a passed council resolution. Neither is subject to extension without formal municipal process.
  • Single required action to preserve all optionality: Authorise the Joint Working Group phase (T0 to T0+3 months). The Joint Working Group phase confirms feedstock volumes, FWDC, site parameters, and CSA terms. It does not commit the community to CSA execution. It puts Phase Initial COD on a timeline that resolves Moose Jaw's constraint before the capital procurement window closes.
  • Corridor communities (White City, Pilot Butte, Balgonie, Pense, RM constituents) are affected by this decision: they currently rely on either the Regina or Moose Jaw landfill, both of which face structural transitions within the CSA term. A corridor-level CSA addresses all communities simultaneously under a single agreement structure.
§6

Selective Glossary

Full authoritative glossary is available in the Feedstock System Assessment. The following terms are specific to or most relevant to this Proposal document.

Circular Supply Agreement (CSA)
The 30-year commercial contract between Carbotura and the community governing feedstock supply, Beneficiation Fee payments, and Circular Royalty™ structure. T0 is the CSA execution date. All deployment timeline offsets are calculated from T0.
Circular Royalty™
Conversion royalty paid by Carbotura to the community on a rolling monthly basis. Base rate: 120% of that year's Beneficiation Fee per tonne. Annual escalator: +1 percentage point per year. Payment lag: 13 months after the corresponding Beneficiation Fee payment. Formula: Royalty(m+13) = TMC(m) × Royalty_Rate(m).
Gross cost displacement
The per-tonne savings achieved by substituting the ACM Beneficiation Fee for the community's current disposal cost (FWDC), before Circular Royalty™. Present from Day 1 of operations if FWDC exceeds Beneficiation Fee.
Pre-royalty period
Months 1–12 of ACM operations. The community pays the Beneficiation Fee and receives no Circular Royalty™ (structural 13-month lag). The only period before rolling Circular Royalty™ receipts begin. Bounded and known at CSA execution.
Steady state
Year 2 onward. The Circular Royalty™ per tonne structurally exceeds the Beneficiation Fee per tonne (separate transactions; never combined or netted). The per-tonne spread widens annually as the royalty escalator (+1pp/yr) outpaces the fee escalator (2.5%/yr) in absolute terms.
T0
The Circular Supply Agreement execution date. Starting point for all deployment timeline offsets. Not yet confirmed — Joint Working Group phase is the prerequisite action.
Beneficiation Fee
Total Material Conversion Fee. Manufacturing Beneficiation Fee paid by the community to Carbotura per tonne of feedstock delivered. Confirmed at $100 CAD/tonne base for this engagement, escalating 2.5% per year over the 30-year CSA term.
§7

Data Basis

  1. 1Beneficiation Fee $100 CAD/tonne — Confirmed by sponsoring party, March 2026. Locked input; basis for all derived financial figures.
  2. 2Beneficiation Fee escalator 2.5%/year, Circular Royalty™ 120% base / +1pp/year, 13-month lag — Carbotura standard parameters, Circular Royalty™ model §4.3 of MASTER_RULES v2.2.
  3. 3Tipping fee Regina $95 CAD/tonne — City of Regina Landfill schedule, verified October 2025 via cityrules.info.
  4. 4Tipping fee Moose Jaw $90 CAD/tonne residential — Moose Jaw Budget 2024, DiscoverMooseJaw.com, December 2023.
  5. 5Feedstock volumes — Regina: Waste Plan Regina 2023. Moose Jaw: City of Moose Jaw council data H1 2025 (19,302 tonnes, 74% city-origin), SaskToday / MooseJawToday July 29, 2025.
  6. 6Moose Jaw landfill remaining life ~4 years / end-of-life ~2030 — City of Moose Jaw council report, July 2025.
  7. 7Moose Jaw new landfill capital cost $133M CAD — City of Moose Jaw concept design report, July 2025. SaskToday / MooseJawToday, July 29, 2025.
  8. 8Moose Jaw WWTP precinct as preferred site — City of Moose Jaw council report, July 2025; council vote 3-2 to pursue airport zoning exemption.
  9. 9Ministry of Environment declining site expansion — Moose Jaw mayor's office correspondence, June 2025. Reported SaskToday July 2025.
  10. 10RM of Edenwold rejection precedent (EverGen/composting) — CBC Saskatchewan, December 2023.
  11. 11Deployment timeline — Carbotura standard deployment schedule. Module size 100 TPD; modules = ceil(deployment TPD / 100). All phase milestones are Carbotura standard parameters.
  12. 12Site coordinates — Planning-basis estimates. Confirmed at Joint Working Group phase survey.
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This document contains forward-looking statements based on current expectations, estimates, and projections. Actual results may differ materially from those anticipated due to factors including but not limited to: feedstock composition variability, market conditions for manufactured materials, regulatory frameworks, project-specific site conditions, and technology performance at commercial scale. All financial projections are based on RevCon™ 3 baseline assumptions and are subject to the variables described herein. Carbotura makes no guarantee of specific financial returns.