Circular Supply Proposal
Advanced Circular Manufacturing Partnership Offer Prepared by Carbotura, Inc. · Confidential · Cyfrinachol
Seven Commitments · One Engagement
Three items are required for every engagement and establish the structural commitment between Glasgow City Council and Carbotura under the Circular Supply Agreement (CSA). Four optional items signal the Council's further decision on landfill remediation and materials supply.
§0 — What This Means
Beneficiation Fee: TBD £/ton (Yr 1 — pending Joint Working Group phase FWDC verification)
+2.5%/yr escalator
Phase Initial: ~£[TMC × 47,332 tpy]/yr
Carbotura's Beneficiation Fee on feedstock delivered
Circular Royalty™: 120% of corresponding Fee
+1pp/yr escalator (Year 5 = 124%, Year 30 = 148%)
Phase Initial: ~£[1.20 × TMC × 47,332 tpy]/yr (Yr 2)
→ Growing to £[148% × TMC × 47,332 tpy]/yr (Yr 30)
From Carbotura product revenues · 13-month lag · rolling
Carbotura granted access to legacy mass at Greenoakhill landfill
Single qualifying asset — Subject to Waste Characterization Study
Extraction volumes and schedule confirmed by the Waste Characterization Study
Exogenesis™ Royalty: $50/ton extracted
+1%/yr escalation from Year 2
Anchor case (Greenoakhill ~30,000 tpy): ~$1.52M/yr (~£1.20M) (Yr 6)
From Year 5 post-COD · independent royalty stream · 13-month lag from first extraction
- What Carbotura offers: A privately financed, Build-Own-Operate ACM facility receiving up to 200 TPD of Glasgow feedstock at full scale. Carbotura's SPV funds, builds, and operates the facility. Glasgow City Council's sole financial obligation under the CSA is the per-tonne Beneficiation Fee (TMC Fee). The Exogenesis™ Royalty bonus stacks alongside the Circular Royalty™ as an independent landfill remediation royalty stream (Greenoakhill anchor, Subject to Waste Characterization Study). Carbotura, Inc. provides an 18-month Parent Performance Guarantee on all SPV payment obligations during operations ramp.
- What Glasgow City Council commits: A 30-year Circular Supply Agreement (CSA) for feedstock supply, plus the per-tonne Beneficiation Fee (formula-bound, FWDC-derived, +2.5%/yr). Exogenesis™ Royalty bonus (stacking alongside the Circular Royalty™, Subject to Waste Characterization Study): access to legacy mass at Greenoakhill as the qualifying remediation asset.
- What Glasgow City Council receives: An independent Royalty stream paid by Carbotura from product revenues — beginning 13 months after corresponding Beneficiation Fee payment. Circular Royalty™ at 120% of current-year Beneficiation Fee/tonne, growing to 148% by Year 30. Exogenesis™ Royalty bonus (Greenoakhill anchor, Subject to Waste Characterization Study): adds ~$1.52M/yr (~£1.20M) from Year 6. All streams reported as separate transactions.
§1 — Commercial Structure and Decision Window
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.
Regulatory basis: RCRA §1004(27) · 40 CFR §261.2(e) · 40 CFR §260.43
§1.1 — The Circular Supply Agreement
The CSA is a 30-year manufacturing feedstock supply agreement between Glasgow City Council (Feedstock Supplier) and Carbotura, Inc. (ACM Facility Operator). It is not a waste disposal contract.
| Party | Commitment | Duration |
|---|---|---|
| Glasgow City Council | Delivers agreed feedstock volumes to ACM facility at agreed rates | 30 years from Phase Initial COD |
| Carbotura, Inc. | Funds, designs, constructs, owns, and operates ACM facility; pays Beneficiation Fee; pays Circular Royalty™ from 13 months after corresponding Beneficiation Fee payment | 30 years; BOO structure |
§1.2 — Decision Window
| Milestone | Timing (Indicative) |
|---|---|
| Joint Working Group phase authorisation (Council resolution) | Earliest action — opens all options |
| Joint Working Group phase completion | ~9–12 months post-authorisation |
| CSA negotiation and execution | ~3–6 months post-Term Sheet |
| Planning and permitting (Scotland) | ~12–18 months post-CSA |
| Construction, Phase Initial (1 module) | ~18–24 months post-permit |
| Phase Initial COD | Carbotura standard deployment schedule |
| First Circular Royalty™ payment | 13 months after corresponding Beneficiation Fee payment post-COD, Phase Initial |
§1.5 — Commercial Structure
Carbotura offers a single commercial structure for this and all new engagements: the Circular Supply Agreement (CSA) — Beneficiation Fee (TMC Fee) + Circular Royalty™ — plus a universal Exogenesis™ Royalty Bonus stacking alongside the Circular Royalty™, activated when access to legacy mass at Greenoakhill is confirmed (subject to Waste Characterization Study).
Glasgow / Scotland Application Note: The CSA is commercially available to Glasgow City Council as a Scottish devolved local-government principal area. The Exogenesis™ Royalty Bonus is particularly compelling for Glasgow given Greenoakhill's proximity to the ABP Atlantic Site Priority 1 location (~0.3 miles) — a single logistics corridor serves both the Regenesis™ facility and Exogenesis™ extraction.
| Parameter | The CSA — Beneficiation Fee (TMC Fee) + Circular Royalty™ | Exogenesis™ Bonus (CSA add-on) |
|---|---|---|
| Beneficiation Fee | TBD £/tonne Year 1 (pending Joint Working Group phase FWDC verification); +2.5%/yr escalator. Formula: MAX(Floor, MIN(Ceiling, FWDC − £5)). | No additional fee |
| Glasgow Inflow | Circular Royalty™: 120% × current-Year Beneficiation Fee/tonne from 13 months after corresponding Beneficiation Fee payment. +1pp/yr multiplier. ~3.3%/yr effective growth. At Year 30: 148% of the current-year Beneficiation Fee. | Legacy Remediation Royalty: $50/ton extracted (~£39.50/tonne), +1%/yr escalation from Year 2 of extraction |
| Asset transfer at signing | None — Glasgow City Council retains all rights to project site; Carbotura leases or acquires separately via ABP commercial agreement | Requires confirmed access to legacy mass at Greenoakhill (Subject to Waste Characterization Study) |
| Take-or-Pay | Standard Carbotura Take-or-Pay floor on feedstock delivery | N/A — additive royalty only |
| 30-Year Total Royalty (Phase Initial 1,000 TPD, gross) | ~£[indexed — absolute £ values pending FWDC confirmation] (Circular Royalty™ cumulative, escalating) | ~$57M USD (~£45M GBP) additive (Greenoakhill ~30,000 tpy, Subject to Waste Characterization Study) |
| Recommended for Glasgow | Standard — available to all Glasgow City Council engagements; Beneficiation Fee confirmed at Joint Working Group phase. | PROVISIONAL — qualifying landfill confirmed at Waste Characterization Study |
Greenoakhill, Glasgow City Council's active municipal landfill, is the sole qualifying asset for the Exogenesis™ Royalty Bonus. Where the CSA includes remediation access to Greenoakhill, Carbotura commits to deploy the Exogenesis™ programme (legacy landfill mining with APS, fully electric fleet) within 3–7 years post-COD, alongside the primary Regenesis™ facility. Greenoakhill's adjacent location to the ABP Atlantic Site Priority 1 (Site Candidate Analysis §2.4) makes the programme particularly efficient — a single logistics corridor serves both Regenesis™ and Exogenesis™ operations. Condition: subject to Waste Characterization Study confirmation of extractable mass economics.
§2 — Deployment Architecture
§2.1 — Phase Configuration
| Phase | TPD | Modules | Annual Feedstock | % of Addressable | COD | Source |
|---|---|---|---|---|---|---|
| Phase Initial | 100 TPD | 1 ceil(100/100)=1 | ~330,000 tpy | ~77% of immediately accessible | Carbotura standard deployment schedule | Carbotura standard |
| Phase Medium | 100 additional TPD | 1 additional | ~330,000 tpy incremental | ~52% of conditionally accessible | Carbotura standard deployment schedule | Carbotura standard |
| Phase Expanded | 200 TPD total | 2 total ceil(200/100)=2 | ~73,000 tpy | ~56% of total addressable | ~2040+ (post-existing GCC EfW contract) | DERIVED |
§2.2 — Build-Own-Operate Capital Structure
| Item | Glasgow City Council | Carbotura, Inc. |
|---|---|---|
| Facility design and construction | Carbotura-funded | |
| Construction financing | Carbotura balance sheet | |
| Operating costs | Carbotura-operated | |
| Technology performance risk | Carbotura | |
| Insurance and regulatory compliance | Carbotura obligation | |
| Council's sole financial obligation | Beneficiation Fee per tonne of feedstock delivered |
§2.3 — Feedstock Stream Coverage by Phase
| Stream | Phase Initial | Phase Medium | Phase Expanded | Access Classification |
|---|---|---|---|---|
| Food waste (captured kerbside) | ✓ | ✓ | ✓ | IMMEDIATE |
| Garden waste (seasonal) | ✓ | ✓ | ✓ | IMMEDIATE |
| Biosolids (Scottish Water) | ✓ | ✓ | ✓ | ACCESSIBLE |
| C&D residual | ✓ | ✓ | ✓ | ACCESSIBLE |
| Commercial / trade residual | Partial | ✓ | ✓ | CONDITIONAL |
| Kerbside residual household | ✓ | CONDITIONAL (~2040+) | ||
| HWRC residual | ✓ | CONDITIONAL (~2040+) |
§2.4 — Site Candidate Analysis
Three candidate zones were identified and researched using current industrial property data, ABP masterplan documentation, planning records, and proximity analysis to primary feedstock sources. Priority 1 is strongly supported by the co-location profile and ABP's active clean growth hub programme.
Site Opportunity Map
Port of Glasgow (South Dock)
Leeway Industrial Estate
Southeast Glasgow