A $100/ton fee above Minot's $51 gate rate, a Circular Royalty™ that exceeds it from Year 2, and no City or County capital.

§1.0Regulatory Predicate Transition (RPT)

§1.1Commercial Structure

The 30-year CSA turns a landfill-bound material stream into a royalty-producing asset, with no City or County capital.

The proposed instrument is a 30-year Circular Supply Agreement (CSA) between Carbotura and the City of Minot / Ward County (anchor counterparty). Partnerships with Bismarck or Grand Forks are possible later additions under separate agreements; none is assumed or sized here. Under the CSA, the counterparty becomes the manufacturing feedstock supplier to the ACM facility; ownership of and liability for the delivered material transfer to Carbotura at delivery. This is a supply arrangement, not a service contract and not a procurement instrument.

Carbotura's commitments under the CSA

• Deploy, own, operate, and maintain the ACM facility for the 30-year CSA term
• Fund 100% of deployment capital: $75M for Phase Initial (100 TPD); $130M in total if Phase Medium (200 TPD) follows
• Pay the Circular Royalty™ equal to 120% of the current-year Beneficiation Fee per ton, rising 1 percentage point per year, paid 13 months after Carbotura's receipt of each Beneficiation Fee payment, rolling monthly
• Deliver designed environmental performance: near-zero residual and near-zero emissions on committed streams
• Commit to the Regulatory Predicate Transition (RPT) as a joint pathway alongside site permitting

Counterparty's commitments under the CSA

• Direct committed feedstock streams to the ACM facility
• Deliver feedstock to the ACM facility using existing City Sanitation collection, rerouted from the City of Minot Landfill to Carbotura's site. No new fleet obligation; the change is a routing change
• Pay the Beneficiation Fee (TMC Fee) per ton delivered: $100/ton in Year 1, escalating 2.5%/yr — the bottom of the standard $100–$150/ton range
• Honor the 30-year CSA term, subject to standard force majeure and cure provisions

§2.1Phase Configuration Table

Module math: one 100 TPD ACM module per 100 TPD. The first module carries the shared site infrastructure ($75M); the second module is $55M. Intake basis: about 82,000 t/yr MSW plus about 68,800 t/yr inert, from six counties (estimated from a vendor case study of the City landfill, undated, written after the 2011 flood; retrieved 2026-11-10). 365 operating days.

§2.2Capital Structure

No City or County capital. No deployment debt on public books. No operating liability after commercial operation. The counterparty's financial obligation under the CSA is the per-ton Beneficiation Fee. Carbotura funds 100% of deployment capital — $75M at 100 TPD, $130M at 200 TPD — through institutional capital under separate SPV structuring. The City's and County's general funds, debt capacity, bonding authority and credit ratings are unaffected.

§2.3Feedstock Stream Coverage by Phase

§2.4Site Candidate Analysis

Three candidate areas within Ward County and the US-2 / US-52 corridor. None is verified and no parcel has been identified. Minot's zoning ordinance (March 2020 revision) names its industrial districts M1, M2 and M3; district fit is confirmed at the Deployment Study with geotechnical, zoning and environmental review.

§2.5Finding: Phase Initial Feedstock Sufficiency

Beneficiation Fee (TMC Fee): $100/ton in Year 1, escalating 2.5%/yr — the bottom of the standard $100–$150/ton range.

Illustrative. Each scenario is shown as if run from the first fee payment at that scale; the fee is invoiced monthly in arrears for the previous month's delivered tonnage. Final schedule confirms at CSA execution after the Deployment Study confirms tonnage.

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

In Minot no cost displacement is quantified: the $100/ton fee is above the $51/ton landfill gate rate, so this proposal shows the fee and the royalty only.

Fiscal Period Distinction

Royalty received, receipts basis: paid 13 months in arrears; Year n = M(n−1) × BF(n−1). Illustrative. From Year 2 the royalty exceeds the fee per ton, and the gap widens every year.

No calendar targets. No regulatory hard deadline applies, and this proposal sets no dated milestones. The schedule runs from the City's and County's decisions: 12–24 months from permit issuance to commercial operation for Phase Initial, and Phase Medium whenever the County chooses.

§7.1County Fiscal Effects

• Beneficiation Fee paid (outflow): $3.65M in Year 1 at 100 TPD; $7.29M at 200 TPD; escalates 2.5%/yr.
• Circular Royalty™ received (inflow): $0 in Year 1 (13-month lag); $4.38M in Year 2, $5.69M in Year 10 and $10.79M in Year 30 at 100 TPD; $8.76M, $11.38M and $21.57M at 200 TPD.
• Disposal cost: no saving claimed. The $100/ton fee is above the $51/ton landfill gate rate.
• Landfill airspace: 36,500 t/yr (100 TPD) or 73,000 t/yr (200 TPD) stays out of the City landfill's permitted cells. Cell 7 (approved January 2023, $2.36M) was expected to last about 5–7 years; diversion stretches it. The City bought 320 acres in 2017 for $4M to extend site life 60+ years.
• Capital obligation: $0.

§7.2Regional Economic Effects

These flow to the Minot regional economy (Ward, McHenry and Renville counties, 75,694 people) — not to the County treasury.

Estimated from standard per-TPD scaling; indirect roughly 3×.

Carbotura's capital investment of $75M (Phase Initial) or $130M (Phase Medium) sits in the host jurisdiction; its property-tax treatment depends on North Dakota law and any agreement reached.

1. Volume fit. The City of Minot Landfill reports about 82,000 t/yr of MSW. Phase Initial (36,500 t/yr) is about 45% of it and Phase Medium (73,000 t/yr) about 89%. Neither needs a partner jurisdiction.

2. Landfill life. The City approved Cell 7 in January 2023 ($2.36M, about 5–7 years) and bought 320 acres in 2017 for $4M to extend site life 60+ years. Every ton converted instead of landfilled keeps permitted airspace available for what cannot be converted.

3. The royalty. The fee is above the gate rate, and this proposal says so. The Circular Royalty™ is received from Year 2 at $120/ton, exceeds the fee per ton from then on, and the gap widens every year of the 30-year CSA term.

4. No public capital. Carbotura funds $75M at 100 TPD and $130M at 200 TPD. Ward County (68,233 people, 2025 estimate, down about 2.1% since 2020 per the Minot Daily News) takes on no debt.

5. A manufacturing destination. Delivered material becomes Circular Materials, not landfill volume. North Dakota has no advanced-recycling or manufacturing-classification statute; solid waste rules are NDCC 23.1-08 and NDAC 33.1-20. Manufacturing classification is pursued under the RPT (§1.0); nothing is contingent on it.

6. An honest market picture. Ward County has two permitted MSW landfills, the City of Minot Landfill (NDDEQ permit 0272) and McDaniel Landfill Inc, Sawyer (NDDEQ permit 0326). The proposal does not rely on any claim of a single disposal option.

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

Confidence tiers: Locked = Architect-decided or contractually standard Verified = sourced to named public record Estimated = Carbotura-modeled or reported with stated basis Provisional = pre-Term Sheet placeholder.