CARBOTURA INC.
Advanced Circular Manufacturing · The Regenesis™ Protocol
Platform Architecture
& Project Economics
HoldCo / SPV structure · Contracted project economics · Urban Reserve valuation under URVS 1.0
PREPARED FOR
Prospective Investor
Accredited investors only
Rule 506(c) offering
STATUS
Strictly private and confidential
August 2026 · Draft for discussion · Not for distribution
IMPORTANT NOTICE — NO OFFER OF SECURITIES
This presentation has been prepared by Carbotura Inc. for information purposes only. It does not constitute, and shall not be construed as, an offer to sell or a solicitation of an offer to buy any security, nor shall it form the basis of or be relied upon in connection with any contract or commitment. No securities of Carbotura Inc. have been or will be registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state, and none may be offered or sold absent registration or an applicable exemption. Any offering would be made solely pursuant to definitive offering documents containing full information, including risk factors. Certain statements are forward-looking and involve known and unknown risks; actual results may differ materially. Financial figures are unaudited management estimates derived from an internal model and are subject to change. Recipients should conduct their own independent evaluation and consult their own legal, tax and financial advisers.
01 — PLATFORM ARCHITECTURE
One HoldCo. One SPV for every contract signed.
Carbotura Inc. is not a project. It is an origination and ownership engine, structured exactly as a Solar Independent Power Producer platform is: the parent holds the technology, the IP Tech Maintenance Fee entitlement and 100% of the equity, and every executed 30-year Circular Supply Agreement (CSA) instantiates a separate, bankruptcy-remote SPV owning one plant, one contract and one non-recourse debt stack.
CARBOTURA INC. — HOLDCO
Regenesis™ Protocol IP · 7% IP Tech Maintenance Fee · 100% of every SPV
SPV 1
York County, PA
CSA SIGNED
400 → 2,000 TPD
$240M CapEx
$75 / ton contracted
SPV 2
Miami-Dade, FL
UNDER NEGOTIATION
500 → 3,000 TPD
$300M → $1.80bn CapEx
$100 / ton target
SPV 3
Hillsborough, FL
UNDER NEGOTIATION
500 → 2,000 TPD
$300M → $1.20bn CapEx
$100 / ton target
SPV 4+
US pipeline
EARLY DISCUSSION
44,700 TPD
$26.82bn CapEx
Unrisked, uncontracted
SPV n
Next CSA
REPEAT, UNCHANGED
Scaled to site
$600K / TPD CapEx
Same template
Each SPV ring-fences: the 30-year CSA · the plant · non-recourse project debt · its own cash flows
CAPITAL RECYCLING INSIDE EVERY SPV — 4 × 100 TPD TRANCHES TO CONTRACTED CAPACITY
Actual structured financing solution may differ from that presented here and subject to market conditions.
TRANCHE 1 · YR 1
$75M parent equity
First 100 TPD plus the one-time horizontal works
TRANCHE 2 · YR 2
$55M bond takeout
+100 TPD · prior equity released
TRANCHE 3 · YR 3
$55M bond takeout
+100 TPD · no new equity
TRANCHE 4 · YR 4
$55M bond takeout
+100 TPD · 400 TPD reached
$600K / TPD
Deployed CapEx per ton of daily capacity
$240M – $1.80bn
Deployed CapEx range per SPV at contracted capacity
$75M
Peak HoldCo equity at risk per SPV
3,900 TPD
Contracted maximum across three SPVs
44,700 TPD
Early-stage US pipeline
CARBOTURA INC. · CONFIDENTIAL · ACCREDITED INVESTORS ONLY
1
02 — SPV 1 ECONOMICS · YORK COUNTY, PENNSYLVANIA · CONTRACTED
York County, Pennsylvania — 400 TPD
Three streams per SPV. Two carry the base case with circular materials at an average 50% price discount.
York County is contracted at 400 TPD across the 30-year term at the contracted rate of $75/ton. Figures are the attached August 2026 baseline model as run — including the four-year modular ramp — at Business Baseline pricing.
STREAM 01
Contracted CSA
$481M
Beneficiation Fee (TMC Fee) received, 30 yrs
Fee rate, escalating 2.5%/yr
$75 / ton
Contracted volume, 30 years
146,000 tpy
Urban Reserve, carrying value
$616.9M
Urban Reserve, gross reserve value
$4,259.3M
A feedstock security instrument, not a margin line. It fixes 4.38M tons of input for three decades, which is what perfects the Urban Reserve and makes Streams 02 and 03 bankable.
STREAM 02
Circular Materials sales
$4,439.9M
91.2% of baseline revenue
Battery-grade graphite
$2,800.7M
Advanced carbon products
$574.5M
Refined DI water
$454.6M
Five remaining product lines
$610.1M
Graphite alone is 57% of 30-year revenue — the largest single price exposure in the SPV. Hydrogen is consumed on-site in PEM fuel cells and is not sold.
STREAM 03
Environmental credits
$0 to $731.9M
Carried at zero; upside if qualified and banked
Model toggle, pending contracting
OFF
If qualified and banked
$731.9M
§48E ITC, monetised at 92c
$110.4M
Equity value with credits on
$822.3M
45Q, 45V, RINs, RECs, voluntary carbon and plastics circularity are all modelled and all switched off. The $346.3M valuation carries none of them.
$4.87bn
30-yr revenue
$2.67bn
30-yr EBITDA (54.7%)
$1.75bn
30-yr free cash flow
73.0%
Project IRR
2.7 yrs
Payback
4.6x
MOIC on equity at risk
Yr 24
Debt-free
CARBOTURA INC. · CONFIDENTIAL · ACCREDITED INVESTORS ONLY
2
SECTION TWO
New Business on Horizon (2027)
Everything to this point is contracted. What follows is not: two projects in origination and a wider US pipeline, each shown on its own terms and none of it in the contracted base case.
Miami-Dade County, Florida
Under negotiation · 500 TPD scaling to a 3,000 TPD contracted maximum · nothing executed
Hillsborough County, Florida
Under negotiation · 500 TPD · nothing executed
US early-stage pipeline
44,700 TPD in discussion · unrisked and uncontracted
CARBOTURA INC. · CONFIDENTIAL · ACCREDITED INVESTORS ONLY
03 — SPV 2 · MIAMI-DADE COUNTY, FLORIDA · UNDER NEGOTIATION
Miami-Dade County, Florida — 500 TPD scaling to 3,000 TPD.
Shown as a range across the contracted build: the low end is the 500 TPD entry phase, the high end the 3,000 TPD contracted maximum. Both underwritten at the $100/ton target Beneficiation Fee with 2.5% annual escalation over 30 years, scaled from the attached 400 TPD model on throughput. Credits at zero.
STREAM 01
Contracted CSA
$718.1M → $4,308.8M
Beneficiation Fee received, 30 yrs · 500 → 3,000 TPD
Fee rate, esc. 2.5%/yr
$100 / ton
Volume, tpy
182,500 → 1,095,000
Reserve, carrying value
$771.1M → $4,626.9M
Reserve, gross value
$5,324.1M → $31,944.7M
A feedstock security instrument, not a margin line. The fee perfects title to between 5.47M and 32.85M tons over the term.
STREAM 02
Circular Materials sales
$5,549.9M → $33,299.2M
88.5% of baseline revenue at either end
Battery-grade graphite
$3,500.9M → $21,005.5M
Advanced carbon products
$718.1M → $4,308.8M
Refined DI water
$568.2M → $3,409.4M
Five remaining lines
$762.6M → $4,575.5M
Product mix and the 50% merchant pricing overlay are identical at both ends — everything scales linearly on throughput. Hydrogen is consumed on-site in PEM fuel cells and is not sold.
STREAM 03
Environmental credits
$0 → $914.9M / $5,489.2M
Zero in the case presented; upside if qualified and banked
Model toggle
OFF
If qualified and banked
$914.9M → $5,489.2M
§48E ITC at 92c
$138.0M → $828.0M
Term basis applied
45Q 12y · 45V 10y
45Q, 45V, RINs, RECs, voluntary carbon and plastics circularity are all modelled and all switched off. Every other figure on this slide carries none of them.
500 → 3,000
TPD entry phase to contracted max
$6.27 → $37.61bn
30-yr revenue from operations
$2.83 → $17.00bn
30-yr cost of goods sold
$3.44 → $20.61bn
30-yr gross profit
54.8%
Gross margin, both ends
$0.91 → $5.49bn
Credit upside if banked
CARBOTURA INC. · CONFIDENTIAL · ACCREDITED INVESTORS ONLY
3
04 — SPV 3 · HILLSBOROUGH COUNTY, FLORIDA · UNDER NEGOTIATION
Hillsborough County, Florida — 500 TPD at $100/ton.
The same commercial template at 500 TPD, which is also the contracted maximum here — no ceiling has been agreed above it. Underwritten at the $100/ton target Beneficiation Fee with 2.5% escalation over 30 years, on the same model-scaled basis as slide 03. Credits at zero.
STREAM 01
Contracted CSA
$718.1M
Beneficiation Fee received, 30 yrs
Fee rate, escalating 2.5%/yr
$100 / ton
Contracted volume at maximum
182,500 tpy
Urban Reserve, carrying value
$771.1M
Urban Reserve, gross reserve value
$5,324.1M
Identical mechanics to Miami-Dade at a sixth of the scale, securing 5.47M tons of contracted feedstock.
STREAM 02
Circular Materials sales
$5,549.9M
88.5% of baseline revenue
Battery-grade graphite
$3,500.9M
Advanced carbon products
$718.1M
Refined DI water
$568.2M
Five remaining product lines
$762.6M
Same product mix and same 50% merchant pricing overlay as every other site. Hydrogen is consumed on-site in PEM fuel cells and is not sold.
STREAM 03
Environmental credits
$0 to $914.9M
Carried at zero; upside if qualified and banked
Model toggle, pending contracting
OFF
If qualified and banked
$914.9M
§48E ITC, monetised at 92c
$138.0M
Term basis applied
45Q 12y · 45V 10y
Shown at zero. The banked figure applies statutory term limits. Several credits in the stack may reduce or lapse before qualification.
500 TPD
Entry phase and contracted max
$6.27bn
30-yr revenue from operations
$2.83bn
30-yr cost of goods sold
$3.44bn
30-yr gross profit
54.8%
Gross margin
$914.9M
Credit upside if banked
CARBOTURA INC. · CONFIDENTIAL · ACCREDITED INVESTORS ONLY
4
05 — PORTFOLIO P&L AND ASSET BASE
Three SPVs, one consolidated P&L. 55% gross margin.
30-year and nominal. Revenue from operations is the Beneficiation Fee plus gross Circular Materials sales, with environmental credits excluded entirely. COGS is line-for-line from the attached baseline model, scaled on throughput.
SPV 1 · York County, PA
CSA SIGNED · 400 TPD · $75/TON
SPV 2 · Miami-Dade, FL
UNDER NEG. · 3,000 TPD · $100/TON
SPV 3 · Hillsborough, FL
UNDER NEG. · 500 TPD · $100/TON
Subtotal · two new SPVs
3,500 TPD
Total · all three SPVs
3,900 TPD
Beneficiation Fee (TMC Fee)
$430.9M
$4,308.8M
$718.1M
$5,027.0M
$5,457.8M
Circular Materials sales, gross
$4,439.9M
$33,299.2M
$5,549.9M
$38,849.1M
$43,289.0M
Revenue from operations
$4,870.8M
$37,608.1M
$6,268.0M
$43,876.1M
$48,746.9M
Total cost of goods sold
($2,058.2M)
($16,997.9M)
($2,833.0M)
($19,830.8M)
($21,889.1M)
Gross profit
$2,812.6M
$20,610.2M
$3,435.0M
$24,045.2M
$26,857.8M
Gross margin
57.7%
54.8%
54.8%
54.8%
55.1%
ASSETS — DEPLOYED PLANT AND URVS-PERFECTED INTANGIBLES, THREE SPVs CONSOLIDATED
Intangibles are recognised carrying value, not gross reserve value. Depreciation, amortisation, G&A, interest and tax sit below this cut; environmental credits are excluded from every figure above.
CARBOTURA INC. · CONFIDENTIAL · ACCREDITED INVESTORS ONLY
5
PP&E gross — deployed CapEx at $600K / TPD
Intangible — Urban Reserve (URVS-perfected)
Intangible — CSA contracted revenue
Intangible — IP and licence value
Total intangible assets
Total assets, three SPVs
$2.34bn
$6.01bn
$2.21bn
$0.47bn
$8.70bn
$11.04bn
NOT INCLUDED IN ANY FIGURE ON THIS PAGE: Gross Reserve Value (GRV): $41.5bn, three SPVs, 30 yrs, per URVS 1.0 — a scale measure, not a valuation. Environmental credits: up to ~$7.1bn if qualified and banked.
09 — CONTACT
Next steps and contact.
Questions on the model, the contracted position or the reserve methodology are best directed to either of the below. Diligence materials beyond this presentation are released under NDA only.
CAPITAL MARKETS
Paul Camp
EVP, Capital Markets
Carbotura Inc.
INVESTOR LIAISON
Shannon Law
Investor Liaison
Carbotura Inc.
CONFIDENTIALITY
This presentation is strictly private and confidential and is not an offer to sell or a solicitation of an offer to buy any security. It has been prepared for the recipient only and may not be reproduced, forwarded or distributed without written consent. Figures are unaudited management estimates derived from an internal model and are subject to change.
CARBOTURA INC. · CONFIDENTIAL · ACCREDITED INVESTORS ONLY
9