§1.0Regulatory Predicate Transition (RPT)

§1.1Commercial Structure

The 30-year CSA is a royalty-producing asset that replaces a waste liability on Ward County's books.

The proposed instrument is a 30-year Circular Supply Agreement (CSA) between Carbotura and the City of Minot / Ward County (anchor counterparty), with optional CSA addenda for Bismarck and Grand Forks partnership entry under separately negotiated instruments. Under the CSA, Ward County becomes the manufacturing feedstock supplier to the ACM facility; Carbotura is the manufacturer that material stream transfers to under the CSA. This is a supply arrangement, not a service contract and not a procurement instrument.

Carbotura's commitments under the CSA

• Build, own, operate, and maintain the ACM facility for 30 years
• Fund 100% of capital construction (BOO structure)
• Pay Circular Royalty™ equal to 120% of contemporaneous Beneficiation Fee per ton, with +1pp/year escalator, paid 13 months in arrears on a rolling monthly basis
• Deliver designed environmental performance (carbon-negative net operations; near-zero landfill diversion of committed streams)
• Commit to the Regulatory Predicate Transition (RPT) as a joint pathway — both parties advance manufacturing classification alongside site permitting

Counterparty's commitments under the CSA

• Direct committed feedstock streams to the ACM facility
• Transport feedstock to the ACM facility — under existing collection contracts, rerouted from the current landfill destination (the City of Minot Landfill) to Carbotura's site. No new collection infrastructure or fleet obligation; the change is a routing swap
• Pay the Beneficiation Fee (TMC Fee) per ton delivered ($75/ton base, 2.5%/year escalator) under the Circular Supply Agreement (CSA)
• Honor 30-year CSA term subject to standard force majeure and cure provisions

§2.1Phase Configuration Table

Module math: ceil(TPD/100). All CODs anchored to T0 = Q2 2026 per Carbotura standard deployment schedule.

§2.2BOO Capital Structure

Zero counterparty capital expenditure. Zero construction debt on County books. Zero operating liability post-COD. Ward County's sole financial obligation under the CSA is the per-ton Beneficiation Fee. Carbotura funds 100% of project cost through institutional capital under separate SPV structuring. The County's general fund, debt capacity, bonding authority, and credit rating are unaffected.

§2.3Feedstock Stream Coverage by Phase

§2.4Site Candidate Analysis

Three priority zones identified within Ward County and the immediate US-2 / US-52 corridor. Final site selection deferred to Deployment Study geotechnical, zoning, and environmental review.

§2.5Finding: Phase Initial Feedstock Sufficiency

FWDC planning basis: ~$82/ton blended (Minot Triangle 50-mile catchment · ND regional gate + collection) — Estimated. Ward County rural ~$82/ton; Bismarck metro ~$108/ton; Grand Forks metro ~$95/ton; weighted by phase ramp. Full FWDC confirmation deferred to Deployment Study.

Beneficiation Fee formula: MAX($100, MIN($150, FWDC − $5))

ESTIMATED — derived from FWDC planning basis and Carbotura standard parameters. Final TMC schedule confirms at CSA execution following Deployment Study FWDC verification.

Royalty(m+13) = TMC(m) × Royalty_Rate(m)

Fiscal Period Distinction

The Circular Royalty™ widening spread compounds every year, improving that differential throughout the CSA term.

Hard external deadline framing: No regulatory hard deadline applies. Council Authorization Deadline = Phase Initial COD − 24 months = Q2 2026. Slippage past Q4 2026 moves Phase Initial COD into 2029. Deferral cost: each 6-month slip ≈ $1.8–$2.2M Year-2 Royalty foregone (Phase Initial scale).

§7.1County Fiscal Effects

• Beneficiation Fee paid (outflow): Phase Initial Year 1 at $3.65M annual; escalates with phase ramp.
• Circular Royalty™ received (inflow): $0 Year 1 (13-month lag); ~$4.4M Year 2 (Phase Initial); ~$114M annual at Phase Expanded steady-state.
• Avoided disposal cost (cost displacement, not treasury inflow): ~$3.0M Year 1 → ~$75M+ annual at Phase Expanded.
• 30-year combined fiscal benefit (full Phase Expanded with Tier 3 partnerships): ESTIMATED ~+$3B+
• Capital obligation: $0.

§7.2Regional Economic Effects

These flow to the Minot Triangle economy — not to the County treasury.

Plus property tax base addition of $75M–$1.17B (phase-dependent capital improvement) for the host jurisdiction.

1. Volume alignment. Ward County alone generates ~100 TPD — exactly matching Phase Initial design capacity. The 50-mile catchment plus Tier 3 universe (~5,000 TPD inferred resource) provides the scaling pathway to 2,000 TPD without any single counterparty being load-critical to Phase Expanded.

2. Infrastructure alignment. Minot's US-2 position is the structural logistics anchor for the entire Minot Triangle. Priority 1 site (North Minot US-2 Corridor) optimizes inbound feedstock haul from any Ward County or Tier 3 origin and is co-located on the same corridor already concentrating regional waste flow toward the City of Minot Landfill.

3. Contract timing alignment. No regulatory hard deadline forces an externally driven schedule. Phase Initial commits no partnership negotiation, allowing the County to authorize on its own calendar. The decision window is structural — driven by regional ACM siting capacity and the City of Minot Landfill's municipal rate-escalation trajectory.

4. Policy alignment. The Regulatory Predicate Transition (RPT) (§1.0) anchors the engagement to manufacturing classification under NAICS 325180, 325998, 327992, 331110, 331314, 331492. North Dakota NDDEQ has not issued state-level rules incompatible with this classification, and manufacturing classification (NAICS 31–33) is the controlling federal basis.

5. Regulatory driver. Federal RCRA classification timing creates a window for first-mover communities under the RPT. Ward County's dependence on a single municipal disposal facility creates structural rate-cycle exposure that intensifies with each annual escalation.

6. Economics specificity. Beneficiation Fee at $75/ton derives from the Minot Triangle blended FWDC planning basis ($75/ton ESTIMATED, weighted by phase ramp across Ward County and the adjacent Renville/McHenry/McLean/Mountrail 50-mile catchment). Calibrated to this community's actual disposal-cost trajectory — not a generic figure.

This document defines the commercial structure, deployment architecture, fiscal terms, and community value of the proposed 30-year Circular Supply Agreement with Ward County, North Dakota. Each parameter is classified by confidence tier. Final values confirm at the Deployment Study following Council authorization.

Confidence tiers: Locked = user-confirmed or contractually standard Verified = sourced to named public record Estimated = Carbotura-modeled with stated methodology Provisional = pre-Term Sheet-Study placeholder.