CARBOTURA
01 / 14
CORNERSTONE PREFERRED STOCK · RULE 506(C) · CARBOTURA INC.

Building the
circular economy.

Cornerstone Preferred Stock. CLN holders convert at closing. Open to independently verified accredited investors. The Advanced Circular Manufacturing (ACM) platform, anchored by an executed 30-year Circular Supply Agreement (CSA) with an AA-rated public authority.

RULE 506(C)YORK COUNTY CSA EXECUTEDCLN CONVERTS AT CLOSEAA-RATED COUNTERPARTY$481M CONTRACTED REVENUE
EXTERNAL VALIDATION
Musk Foundation · Phase 2 · 2021–2025
Nominated · 2026
Pre-selected · Circular Systems · 2026
Top 50 Most Innovative · 2021 & 2023
Achievement Award · 2026
RULE 506(C) · VERIFIED ACCREDITED INVESTORS ONLY · NOT AN OFFER TO SELL SECURITIES CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
02 / 14
01 · CAPITAL FORMATION

CLN converts. Cornerstone Preferred opens.

The convertible notes funded pre-development. At the Cornerstone Preferred close, CLN holders convert at a discount and new Cornerstone investors join them. This deck is the Cornerstone Preferred story.

WHAT CLN INVESTORS FUNDED
The CSA execution phase and the independent technical validation. That work produced the signed York County agreement, the SPV structure, the validated technical package, and the Urban Reserve valuation programme.
WHAT CORNERSTONE CAPITAL BUILDS
Site 1, through to completion and operations. Module manufacture, deployment, integration, commissioning to Commercial Operations Date, and the working capital to run it.
HOW THE CAPITAL RETURNS
Cornerstone equity recycles out through the Circular Bond refinancing rather than through dilution, and redeploys into the next site.
FUNDED · CONVERTING
CLN
Pre-development capital. Converts at close.
OPEN NOW
Cornerstone Preferred
Class A Preferred. Rule 506(c). Builds Site 1.
FORMING
Circular Bond
Asset-backed refinancing of contracted revenue.
2028 AND BEYOND
Series B
Growth capital against an operating platform.
2030 AND BEYOND
IPO
Public market pathway.
CARBOTURA INC. · DELAWARE C-CORP CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
03 / 14
01B · RETURN ARCHITECTURE

Build. Bond. Recycle.

Cornerstone equity builds the asset. The Circular Bond refinances it. Capital returns without an IPO or a sale, and the platform replicates on institutional debt instead of dilutive equity.

CAPITAL RECYCLES EQUITY IN BOND OUT SITE 2 BUILD
YEAR 0
Cornerstone closes
CLN converts at a 20% discount. New Cornerstone investors join. Deployment financing secured at SPV level.
YEAR 1 TO 2
Site 1 commissioned
Modular production units manufactured, deployed, and integrated. Commercial Operations Date achieved.
YEAR 2 TO 3
Revenue and validation
Beneficiation Fee begins on intake. Urban Reserve valuation certifies the collateral for the bond.
YEAR 3 TO 4
Circular Bond closes
Asset-backed bond against contracted CSA revenue. Equity recycled into the next site.
The refinancing is the liquidity event. It happens when the operating asset refinances against its own contracted cash flows, at a materially lower cost of capital than equity. There is no dependency on an IPO, a trade sale, or a secondary. Modeled returns are provided in the data room under executed NDA.
PLANNING BASIS · NOT A GUARANTEE OF RETURNS CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
04 / 14
02 · POSITION TODAY

The CSA is signed. The model is validated.

Cornerstone investors enter with an executed anchor asset, a conservative baseline model, and a live municipal pipeline. The technology question was answered before the capital question.

01 · EXECUTED
York County CSA
A 30-year take-or-pay Circular Supply Agreement with York County, Pennsylvania. Signed. AA-rated counterparty representing $481M in contracted revenue. Held by Carbotura York, LLC.
02 · MODELED
RC3 baseline
$286M DCF enterprise value on a conservative baseline that runs from contractual revenue floors only. Commodity upside is not priced in. Full model in the data room under NDA.
03 · IN PROCESS
Urban Reserve valuation
Independent valuation of the York County Urban Reserve is underway. Completion certifies the asset for institutional capital markets and the Circular Bond platform.
04 · ACTIVE
Municipal pipeline
Multiple Circular Supply Agreement negotiations progressing across North America, Europe, and the Gulf. York County execution is what moves them.
30 yr
TAKE-OR-PAY TERM
AA
COUNTERPARTY RATING
$481M
CONTRACTED REVENUE
2.5%
ANNUAL FEE ESCALATION
2026
SITE 1 DEPLOYMENT BEGINS
YORK COUNTY CSA EXECUTED · ALL OTHER AGREEMENTS IN NEGOTIATION CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
05 / 14
03 · TECHNOLOGY RISK

Proven components. Proprietary integration.

Nobody calls a new refinery novel technology. Every component inside a Carbotura module is standard catalog equipment your own engineer can verify. There is no new science in the platform, which is why there is nothing to test in a pilot plant.

Standard reactors
Catalog separators
Off-the-shelf controls
Commodity pumps and valves
Tier 1 OEM equipment
INDEPENDENTLY VERIFIABLE
INTEGRATION
ARCHITECTURE
TRADE SECRET
THE MOAT IS THE SEQUENCE
Battery-grade graphite
Graphene compounds
Recovered minerals
Ultrapure water, net positive
CIRCULAR MATERIALS
NOVEL COMPONENTS
NONE
CUMULATIVE OPERATING HOURS
1.7M+
PROTOCOLS, INTEGRATED
4
COMPONENT RISK
LOW
CAPACITY REPLICATION
LOW
PREGENESIS™ · REGENESIS™ · REGENESIS MAX™ · EXOGENESIS™ CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
06 / 14
03B · DEPLOYMENT MODEL

From monolith to module.

A conventional facility carries every risk at once, all live, all on site, for years. Carbotura's Design for Manufacturability (DFM) model does not deploy that way. Modules are manufactured products, factory tested before they ship.

CONVENTIONAL EPC · RISKS STACKED, ALL LIVE AT ONCE
01Engineering risk, live on site
02Construction risk, live on site
03Commissioning risk, live on site
04Cost overrun exposure, live throughout
05All of it at once, for years
EXPOSURE HELD OPEN
CARBOTURA DFM · EACH RISK RETIRED BEFORE THE NEXT BEGINS
01Engineering, retired in the production specification
02Fabrication, retired in the factory
03Testing, retired at factory acceptance
04On site, assembly and integration only
05Each risk retired in sequence
EXPOSURE CLOSED EARLY
Faster to revenue
Manufactured and deployed in months rather than years.
Lower execution risk
Factory built and tested before anything reaches the site.
Replicable
Capacity comes from repeating a confirmed production unit, not from designing a bigger facility.
CARBOTURA DOES NOT OPERATE UNDER AN EPC MODEL.
DFM · DESIGN FOR MANUFACTURABILITY CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
07 / 14
03C · ENGINEERING ASSURANCE

Risk sequenced. Not stacked.

The design is derived from the physical and chemical laws that govern the process, with a defined 2.5% manufacturing tolerance and a failure-mode register behind every variable. The multiphysics simulation is the production specification, not a forecast of a future facility.

FIRST PRINCIPLES
Modeled from physics
FMEA REGISTER
Deviations scored
FACTORY BUILD
Built to specification
FACTORY ACCEPTANCE
Verified before shipping
SITE ACCEPTANCE
Assembly only
OPERATIONS
Telemetry to the model
One accountable party
An Authorized Systems Integrator (ASI) holds the performance guarantee and the system warranty. No diffusion across a subcontractor stack.
Independent verification
An independent validation partner, structurally separate from Carbotura and from the ASI, signs off at factory and site acceptance. Nobody grades their own homework.
The platform learns
Engineering, module manufacturing, and operations run as three nodes on one shared data lake. Every operating event feeds back into the specification.
MOST PLATFORMS ASK YOU TO TRUST THE PITCH. THIS ONE DOCUMENTS THE ENGINEERING AND INVITES THE SCRUTINY.
DIGITAL TRIPLET · CAFI CONTINUOUS FEEDBACK LOOP CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
08 / 14
04 · REVENUE ARCHITECTURE

Two instruments. One agreement.

Every CSA pairs a Beneficiation Fee that Carbotura collects from the Feedstock Provider with a Circular Royalty™ that Carbotura pays back to them as a cost of goods sold, funded from Circular Materials sales. Two separate transactions, never netted against each other.

TRANSACTION 01 · REVENUE IN
$100–$150
Beneficiation Fee (TMC Fee)
Per tonne, Year 1 — the negotiating range, set per deal. Paid by the Feedstock Provider on intake, not on output. Escalates 2.5% a year for the full 30-year term under a take-or-pay obligation.
TRANSACTION 02 · COST OF GOODS SOLD
$120–$180
Circular Royalty™
Per tonne, Year 1 — 120% of that same year's Beneficiation Fee, not a frozen baseline, with the multiplier itself escalating 1 point a year toward 150% by Year 30. Later years exceed this range on both inputs. This royalty is Carbotura's cost of goods for the raw material — and the only cost Carbotura bears for feedstock. No purchase price, no acquisition cost, no procurement line.
THE FUNDING SOURCE
100%
Circular Materials sales
The royalty is funded from materials sales proceeds. Intake revenue covers the base. Materials revenue carries the royalty and the upside.
Why the structure holds. The Feedstock Provider is paid to send material and paid again as the materials sell. That is what makes a 30-year take-or-pay commitment signable for a public authority, and it is why the anchor contract exists at all. Because the royalty recalculates each year against an already escalating fee, both sides compound. Full 30-year schedules are in the data room.
BENEFICIATION FEE AND CIRCULAR ROYALTY™ ARE SEPARATE TRANSACTIONS CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
09 / 14
05 · WHERE THE RETURN LIVES

Contracted floor. Uncapped ceiling.

The baseline model is deliberately conservative. Battery-grade synthetic graphite commands several times commodity spot and the model does not price that in.

Upside layer
NOT IN THE BASELINE MODEL
Urban Reserve appreciation, uncapped · Materials pricing above commodity spot
Cornerstone Preferred equity
THIS OFFERING
Capital returned through the Circular Bond refinancing · No dilutive follow-on required
Circular Bond
FORMING
Institutional debt against a contracted revenue pool · Certified Urban Reserve collateral
CSA floor
EXECUTED, YORK COUNTY
$481M · non-cancellable · take-or-pay · AA-rated · 2.5% annual escalation · 30-year minimum term
Debt service comes off the floor
The model services senior debt on the contracted fee alone. Materials pricing is upside, not the basis of the underwriting.
The collateral is unusual
A contracted 30-year revenue pool from an AA-rated public authority, plus a valued Urban Reserve. Both are institutional-grade.
Equity is not trapped
The refinancing recycles Cornerstone capital into the next deployment rather than holding it in a single asset for 30 years.
PLANNING BASIS · NOT A GUARANTEE OF RETURNS CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
10 / 14
05B · UNIT ECONOMICS

The baseline numbers. And the path to scale.

The baseline runs on contracted revenue only. Every tonne of Circular Materials sold above the contracted fee is upside this model does not claim.

RC3 BASELINE · YORK COUNTY · PHASE INITIAL
DCF ENTERPRISE VALUE $286M
BLENDED OUTPUT VALUE, RC3 About $168 per tonne
CAPACITY UTILISATION 85% steady state
CONTRACT TERM 30 years, take-or-pay
FEE ESCALATION 2.5% a year, contractual
BASIS Contractual revenue floors only
The full 30-year projection, with phased capacity ramp, sensitivity tables, and revenue disaggregation by product stream, is available under executed NDA.
SCALE PATH · EQUITY PARTICIPATES IN EVERY CSA
PHASE 1
York County, executed
Site 1 deployment begins 2026. Revenue begins on intake.
PHASE 2
Pipeline CSAs
Capacity replication across municipal agreements in negotiation. Each site repeats a confirmed production unit.
PLATFORM
Circular Bond
Institutional debt across multiple deployments, priced off contracted cash flows.
HORIZON
Series B 2028 · IPO 2030
Both against an operating platform with a track record, not a projection.
CARBOTURA PLANNING-BASIS ESTIMATES · NOT GUARANTEED RETURNS CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
11 / 14
06 · THE OFFERING

Cornerstone Preferred. Rule 506(c).

General solicitation is permitted under Rule 506(c). Every investor must be independently verified as accredited before receiving offering documents. Self-certification is not sufficient.

SECURITY Cornerstone Preferred Stock, Class A Preferred
EXEMPTION Rule 506(c), Regulation D
LIQUIDATION PREFERENCE 1x non-participating
CLN CONVERSION Automatic at closing, at a 20% discount
ISSUER Carbotura Inc., Delaware C-Corp
PROJECT ENTITY Carbotura York, LLC, Pennsylvania SPV
ACCESS Verified accredited investors
Verification comes first
Carbotura uses a third-party accreditation service. This deck is not an offer to sell. Any offer will be made only by means of the Private Placement Memorandum.
What opens after verification
The full PPM, subscription agreement, and exhibits, plus the financial model and the technical assessment package, released in the data room under executed NDA.
NEXT STEP Register on the next slide, or write to Shannon Law at [email protected]
RULE 506(C) · REGULATION D · NOT AN OFFER TO SELL SECURITIES CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
12 / 14
07 · LEADERSHIP AND CAPITAL FORMATION

The integration is the invention. These are its authors.

Allen Witters
Allen Witters CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Infrastructure architect, 35 years across defense, telecommunications, energy, and advanced manufacturing. His earliest designs became components in the US nuclear submarine fleet, and his electronics are embedded in the Voyager satellites and the Space Shuttle. Founder of WAM!NET, which he grew into the largest private secure IP network in the world.
Allen did not invent Microwave Catalytic Reforming. He engineered the integration and control architecture that sequences established industrial processes, including MCR, into the ACM platform. The integration is the trade secret, and Allen built it. He then personally negotiated the 30-year Circular Supply Agreement with York County, Pennsylvania.
3
IPOS SECURED
6
PUBLIC COMPANIES LED
$19B+
RAISED ACROSS OFFERINGS
$30B+
CONTRACTS NEGOTIATED
$8M
FOUNDER CAPITAL INVESTED
John P. Arciero
John P. Arciero
CHIEF DEVELOPMENT OFFICER
Government relations and partnerships. Co-founder. $250M+ in public-sector and infrastructure transactions.
Tyler Wood
Tyler Wood
VP OF CIRCULARITY
20-year capital-markets career. Leads environmental-credit strategy and capital introduction.
Shannon Law
Shannon Law
EVP INVESTOR RELATIONS
20 years in capital formation and institutional narrative. Leads the raise and data-room operations.
Paul Camp
Paul Camp
EVP CAPITAL MARKETS
30+ years in structured and renewable-energy finance. Created the first certified green bond.
Pelle Malmhagen
Pelle Malmhagen
GLOBAL STRATEGIC ADVISOR
Former President of a $2.2B NYSE-listed manufacturer, 7,900 employees across 24 facilities.
Tom Pitlanish
Tom Pitlanish
COO AND PROGRAM MANAGEMENT
Two decades of lean manufacturing across global automotive OEMs including Ford, GM, and Toyota.
Jonas Wastberg
Jonas Wastberg
ADVISOR, AMEA
CEO of the global leader in granulation technology. Leads Middle East and Asia market entry.
Steven Thomas
Steven Thomas
SENIOR ADVISOR
Founder and 40-year CEO of Vintage Detroit Collection. Advises on digital commerce and AI adoption.
DETAILED TEAM PROFILES AVAILABLE IN THE DATA ROOM CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
13 / 14
08 · CONTINUE

One step to continue.

You have seen the full Cornerstone Preferred story. Register to continue to accreditation verification and investor portal access.

FULL NAME
EMAIL
ORGANISATION
INVESTOR TYPE
INDIVIDUAL
ENTITY OR FUND
CONTINUE →
YOUR INFORMATION IS KEPT STRICTLY CONFIDENTIAL. BY REGISTERING YOU CONFIRM YOU ARE, OR ARE EVALUATING ON BEHALF OF, AN INDEPENDENTLY VERIFIED ACCREDITED INVESTOR.
WHAT HAPPENS NEXT
STEP 1
Registration
This form. Two minutes.
STEP 2
Accreditation verification
Independent third-party verification under Rule 506(c).
STEP 3
NDA
Executed before any data-room release.
STEP 4
Data room and PPM
Model, technical package, and offering documents.
RULE 506(C) · VERIFICATION PRECEDES ANY OFFER · NOT AN OFFER TO SELL SECURITIES CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY
CARBOTURA
14 / 14
09 · INVEST

Invest in the
circular economy.

Apply for full investor portal access. Data room, Private Placement Memorandum, subscription agreement, and direct contact with the Carbotura capital team.

APPLY FOR INVESTOR ACCESS → or write to Shannon Law, EVP Investor Relations, at [email protected]
ALL FINANCIAL FIGURES ARE CARBOTURA PLANNING-BASIS ESTIMATES AND ARE NOT GUARANTEED RETURNS. THE $286M DCF ENTERPRISE VALUE IS AN RC3 CONSERVATIVE BASELINE PROJECTION. THE YORK COUNTY CIRCULAR SUPPLY AGREEMENT IS EXECUTED. ALL OTHER PIPELINE AGREEMENTS ARE IN NEGOTIATION. THIS MATERIAL DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. ANY OFFER WILL BE MADE ONLY BY MEANS OF A PRIVATE PLACEMENT MEMORANDUM TO INDEPENDENTLY VERIFIED ACCREDITED INVESTORS UNDER RULE 506(C) OF REGULATION D. CARBOTURA INC. IS A DELAWARE C-CORPORATION. CARBOTURA YORK, LLC IS THE PENNSYLVANIA PROJECT ENTITY. PREPARED BY CARBOTURA, INC. 2026.
CARBOTURA.COM CONFIDENTIAL  ·  ACCREDITED INVESTORS ONLY