• Not a credit rating. No NRSRO — including S&P Global Ratings, Moody's or Fitch — has been engaged by, has reviewed any materials of, or has expressed any opinion on Carbotura, any subsidiary or SPV, or this offering.
• Not independent. No third party prepared, audited, verified or opined on this analysis.
• Not a recommendation. Nothing here is investment advice or an offer. Any offer is made solely by the Private Placement Memorandum, whose risk factors control over this deck.

References to rating categories are management's illustrative comparison of modelled cash flows against publicly published rating-agency methodologies. They are not ratings and do not indicate that any rating would be assigned. Agencies apply qualitative, institutional and governance criteria well beyond the modelled metrics shown here, and would be expected to reach different conclusions.

Carbotura is pre-operational. No facility has reached commercial operation and no revenue has been recognised under the assumptions modelled. Actual results will differ, and may differ materially.

Every tax and environmental monetization — §48 ITC, §45Q, §45V, §45X — is switched off entirely. The model earns from industrial processing fees and Circular Materials sales alone.

Selling prices for Circular Materials — synthetic graphite, graphene compounds and recovered minerals — are discounted 50% against modelled baselines, absorbing a commodity crash.

The facility runs at a 50% capacity factor for the full term, testing the balance sheet against sustained slowdowns or feedstock interruption.

Standardised ISO high-cube footprints and factory-built ACM modules remove custom on-site construction variables. Capacity comes from replication rather than bespoke build, which compresses deployment timelines and makes capital expenditure predictable to a 2.5% manufacturing tolerance.

Initial deployment is seeded by parent equity, followed by long-term project debt takeouts that recycle that equity back out of the asset. This avoids permanent parent dilution and funds subsequent sites from the same capital base rather than from successive equity rounds.

Operating the stressed model at a 50% capacity factor leaves roughly four times the throughput required to break even. That gap is the cushion absorbing feedstock interruption, slower ramp, and extended lower-capacity windows.

• Debt service is met from contracted intake revenue, not from Circular Materials sales.
• Materials revenue becomes upside rather than a credit dependency — a commodity crash reduces return, not solvency.
• Take-or-pay volume means revenue does not fall with delivered tonnage.
• Fixed G&A and debt service still require discipline through prolonged low-capacity windows; the cushion is wide, not infinite.

• Availability-payment analogy. Debt service backed by a long-term, non-cancellable take-or-pay contract with a public entity behaves like a municipal availability payment or utility capacity charge.
• Coverage under stress. With breakeven at 13% capacity, modelled debt-service coverage stays strong through severe operational interruption.
• Commodity insulation. Relying on the contracted fee for debt service makes materials pricing an equity-side variable rather than a credit-supportive one.

• Technology validation. ACM elemental dissociation carries operational validation risk against legacy utility assets with decades of performance history.
• Structural subordination. Standard project-level subordination applies at the SPV.
• Pre-operational status. No operating history, no facility at commercial operation, no revenue recognised. Agencies weight this heavily and it is not captured by the modelled metrics.
• Nobody has rated it. An agency would apply qualitative and governance criteria this comparison does not attempt.

Local governments face diversion mandates and rising disposal costs simultaneously. The CSA converts a recurring cost line into a revenue line without requiring the authority to fund or operate anything.

A counterparty being paid has materially different renewal behaviour from one being billed. Alignment, not switching costs, is what makes a thirty-year term signable and durable.

Contract durability underwrites the revenue floor. The material transfers under the CSA and Carbotura pays a royalty on it — there is no purchase price and no procurement line for feedstock.

• Independent Engineer review, scheduled post-construction-start.
• Any actual rating, which would require engaging an NRSRO.
• Operating performance against the modelled tolerance.

None of those have happened. This deck does not stand in for them.

Full 30-year schedules, the underlying model outputs and the supporting diligence set are available in the data room to verified accredited investors under NDA.