CARBOTURA

ADVANCED CIRCULAR MANUFACTURING

Circular Bond Engine

Financing Strategy

400 TPD Contracted · Single-Site SPV · 1,000 TPD Building Envelope · 4 × 100 TPD Increments

Total Build CapEx

$240M

Civils + 1,000 TPD envelope + 4 × $55M modules

Senior Debt Drawn

$165M

Three draws · modules 2–4

Equity Share of Stack

31.25%

$75M Cornerstone, single injection

PREPARED FOR

Institutional Infrastructure Investors

Sovereign wealth, pension and
infrastructure debt allocations

FROM

Paul Camp

EVP Capital Markets
Carbotura Holdings · August 2026

Preview — Indicative Post-Cornerstone Financing Structure · Not an Offer of Securities1

Investment Summary · A Contractually-Floored Circular Bond™

The Deal at a Glance

Cornerstone equity funds the civil engineering, a 1,000 TPD building envelope and the first 100 TPD increment, and stays in. Senior debt funds modules two to four at $55M each — each underwritten on contracted intake plus a merchant top-up at commodity prices.

Equity Value (DCF, today)

$566.3M

30-yr DCF at 9.11% WACC

Project IRR

40.2%

Free cash flow series, Years 1–30

Payback

4.7 yrs

Cumulative free cash flow positive

MOIC on Equity Invested

7.55×

$566.3M ÷ $75M Cornerstone equity

Item	Detail
Asset	400 TPD contracted · four 100 TPD modules inside a 1,000 TPD building envelope — six further module slots pre-built
Vehicle	Single-site, bankruptcy-remote SPV under Carbotura Holdings
Total build CapEx	$240.0M — $20.0M civil engineering and 1,000 TPD building + 4 × $55.0M modules at contracted DFM pricing
Equity	$75.0M of Cornerstone equity, a single Year 1 injection into Carbotura York, LLC. It funds the civils, the building envelope and module 1, and remains invested — 31.25% of the capitalisation.
Circular Bond™	$165.0M senior — three draws of $55.0M, one per 100 TPD module · 7.00% · 7-year amortising · peak balance $126.7M in Year 4, retired in Year 11
CSA	Signed · 30-year term · Beneficiation Fee (TMC Fee) $75/ton, escalating 2.5%/yr
Circular Royalty™	$90/ton in Year 1 — 120% of the Beneficiation Fee, the Royalty Multiplier rising 1pp a year · paid by Carbotura to the Feedstock Provider from 13 months after the first Beneficiation Fee payment. It is the cost of goods for the raw material and the only cost Carbotura bears for that feedstock — a separate gross flow, never netted against the fee above.
Ramp	100 TPD Year 1 → 200 → 300 → 400 TPD by Year 4 · 146,000 tons/yr at full capacity
Excluded from base case	All production and environmental attribute credits — §45Q, §45V, §45X — carried at zero. Merchant prices struck at 50% of market.

All figures computed from the 400–2000 TPD York Baseline Model (September 2026) on its active capitalisation, Cornerstone — $75.0M equity and $165.0M senior debt at 7.00%, seven-year amortising, drawn one $55.0M tranche per 100 TPD module. The bond-rollover capitalisation, in which the equity is recycled rather than retained, is a scenario in the same model and is not the basis presented here.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 2

Commercial Architecture · Three Income Streams, Three Roles in the Structure

Three Income Streams — Floor, Top-Up, Upside

Discrete, non-overlapping counterparties, and a strict hierarchy: the CSA underwrites the debt, the CMOA tops up debt service and fills the reserves, the CEAA belongs to equity alone. The same physical mass is recognised once in each dimension and never summed across them.

STREAM 1 CSA — GUARANTEED FLOOR

Circular Supply Agreement

Bilateral title-transfer contract with the Feedstock Provider; title passes to Carbotura on delivery. The Beneficiation Fee (TMC Fee) is the guaranteed, contracted, escalating income stream — the floor on which the Circular Bond™ is underwritten, and the only stream carried into the guaranteed coverage test.

Where it flows

1Underwrites the Circular Bond™ — sizing and the guaranteed coverage test run on this stream alone

2Escalates 2.5% every year for thirty years — the floor only rises

$464.0MLifetime fees

$75/t+2.5%/yr

30 yrTerm

Underwrites the debt — signed

STREAM 2 CMOA — MERCHANT TOP-UP

Circular Materials Offtake Agreement

Master framework with per-buyer confirmations across an open pool of downstream industrial buyers for refined Circular Materials. Merchant income tops up debt service above the CSA floor; the balance flows down the waterfall to the debt service reserve account and then to equity.

Where it flows

1Tops up debt service above the CSA floor

2Fills the debt service reserve account

3Balance distributes to equity

$4.41B30-yr revenue

50%Of market price

OpenBuyer pool

Tops up debt service → funds reserves → balance to equity

STREAM 3 CEAA — EQUITY UPSIDE ONLY

Carbon & Environmental Attributes Agreement

Defined multi-party agreement over a limited counterparty group governing §45Q, §45V, §45X and renewable attributes. Payable to equity only. It never enters the debt service path, never funds a reserve, and is carried at zero in every year of the base case.

Where it flows

—Debt service — never

—Reserve accounts — never

1Equity distributions only

$594.7MGross face, 30 yr

$0In base case

EquityUpside only

Equity upside only — never underwritten

The hierarchy in one line: CSA underwrites the debt · CMOA tops up debt service, fills the debt service reserve account, and the balance is equity's · CEAA is equity upside only. $594.7M of gross attribute face value sits entirely outside the credit.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 3

Transaction Structure · The Circular Bond Engine

$75M of Equity. $165M of Debt. Four Modules.

Cornerstone equity builds the envelope and the first module and stays invested. Each further 100 TPD module draws $55.0M of senior debt — three draws, $165.0M in all — against a contracted fee stream already running.

1

EQUITY · $75M CAPEX

Equity funds the civils, the 1,000 TPD building envelope and module 1

$20.0M of civil engineering and building — sized for ten module slots — plus the first $55.0M module. Equity at risk, no bond outstanding. Peak exposure of the entire programme.

2

DRAW 1 · $55M → MODULE 2

Module 2 draws the first $55.0M

Drawn against a fee stream already running from module 1. The module drops into the pre-built envelope. Debt balance $47.6M at year end.

3

DRAW 2 · $55M → MODULE 3

Module 3 draws the second $55.0M

Two modules now contracted and producing; the third draws against both. Debt balance $89.9M at year end.

4

DRAW 3 · $55M → MODULE 4

Module 4 draws the third and final $55.0M

The last contracted module. Debt balance peaks at $126.7M, against 400 TPD contracted for thirty years.

5

AT FULL BUILD · $165M DRAWN

Four modules stand on $75.0M of equity

$240.0M of installed CapEx on $75.0M of equity and $165.0M of senior debt, retired in full by Year 11 — and six empty module slots remain in the envelope for expansion to 1,000 TPD.

The engine: $240.0M of plant installed on $75.0M of equity, the balance carried by debt the plant services itself — and a building already sized for 2.5× the contracted capacity. Not a single financing; an issuance calendar.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 4

Debt Service Coverage · Credits at Zero, Merchant at Half

Coverage Holds With the Upside Carried at Zero

Coverage is struck on total cash flow, because total cash flow is what services the debt. The base case carries every production and environmental credit at zero and prices Circular Materials at 50% of market; underneath it the Beneficiation Fee is contractually fixed and escalates 2.5% every year for thirty years.

Cash Waterfall	Yr 1 100 TPD	Yr 2 200 TPD	Yr 3 300 TPD	Yr 4 400 TPD	Yr 5 400 TPD	Yr 10 400 TPD	Yr 20 400 TPD
Beneficiation Fee (contracted, +2.5%/yr)	$2.7M	$5.6M	$8.6M	$11.8M	$12.0M	$13.4M	$16.2M
Circular Materials (merchant, at 50% of market)	$28.2M	$57.8M	$88.9M	$121.3M	$124.1M	$138.2M	$166.4M
Environmental attributes (CEAA)	—	—	—	—	—	—	—
Total revenue	$30.9M	$63.4M	$97.5M	$133.1M	$136.2M	$151.6M	$182.6M
EBITDA	$22.7M	$43.5M	$65.2M	$87.9M	$86.2M	$95.2M	$112.1M
Total debt service (interest + principal)	—	–$9.0M	–$17.6M	–$25.7M	–$31.6M	–$11.6M	—
DSCR — all revenue	no debt	4.82×	3.71×	3.41×	2.73×	8.23×	no debt

Covenant DSCR — Year 4 test

3.41×

Against 1.30× maintenance — pass

Interest Coverage

11.60×

Against 3.00× minimum — pass

Debt / Total Capitalisation

40.0%

Against 65% ceiling — pass

Debt-Free By

Year 11

Peak debt outstanding $126.7M, Year 4

Debt service, DSCR and covenant tests are the model's computed figures on the Capital Structure modelled stack. Coverage on the $240.0M Circular Bond™ engine basis is computed in the model’s Circular Bond Engine schedule: debt service is the drawn senior facility as scheduled, not a notional full-build figure: nothing is drawn in Year 1, service peaks at $31.6M in Year 5 and the facility is retired in Year 11. Coverage is measured on cash flow throughout; the Beneficiation Fee is the contracted floor beneath it, not a coverage ratio of its own.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 5

Bond Architecture · Three Draws and the §48 Offset

$240M Programme · $110.4M of §48 Cash at 50% Effective Rate

The Investment Tax Credit is the highest-certainty capital in the stack — calculable at signing, monetised at close through direct transfer, and independent of production.

	Increment 1	Increment 2	Increment 3	Increment 4	Total
CapEx (drawn Years 1–4)	$75.0M	$55.0M	$55.0M	$55.0M	$240.0M
Funded at draw by	Cornerstone equity	Senior debt	Senior debt	Senior debt	—
Senior debt drawn	—	$55.0M	$55.0M	$55.0M	$165.0M
Equity contributed	$75.0M	—	—	—	$75.0M
Debt balance, year end	—	$47.6M	$89.9M	$126.7M	$126.7M
Coupon · tenor	—	7.00% · 7 yr	7.00% · 7 yr	7.00% · 7 yr	$8.0M peak interest, Yr 5
Draw timing	— equity funded	Increment 2 in service	Increment 3 in service	Increment 4 in service	—

§48 INVESTMENT TAX CREDIT — BUILD-UP

Qualifying energy property CapEx	$240.0M
Base §48 rate	6%
Prevailing wage & apprenticeship multiplier	× 5
Domestic content adder	+10%
Energy community adder	+10%
Effective ITC rate	50%
ITC generated, gross	$120.0M
Less: transfer discount at 92% realisation	–$9.6M
ITC cash received, net	$110.4M

Received $34.5M in Year 1 and $75.9M in Year 3 as increments are placed in service. Basis reduction of $60.0M is carried in the tax schedule.

Net Capital Requirement

$129.6M

$240.0M CapEx less $110.4M of §48 cash. The ITC retires 46% of the build before a single ton is processed.

Production Credits — Excluded

$594.7M

Gross 30-year face value of §45Q, §45V and §45X carried at zero throughout. Available to equity, invisible to the credit.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 6

Basis of the Base Case · Five Deliberate Haircuts

What the Base Case Leaves Out

The returns on the preceding slides are struck after five separate reductions. Each one is a modelling election, not a market forecast — and each is reversible upward on evidence.

1

Facility baselined at 50% throughput

Every ton in the model assumes the facility runs at half of its rated throughput capacity. The installed assets are engineered to process twice the volume the base case gives them credit for.

2

Merchant prices struck at 50% of market

Every Circular Materials price in the model carries a 50% institutional haircut to observed market values. The $4.41B of 30-year materials revenue is half of what the same tonnage would realise at spot.

3

All production credits at zero

§45Q, §45V and §45X have a combined gross face value of $594.7M across the term. Not one dollar is recognised. Toggling them on adds roughly 31% to revenue — that upside sits outside every ratio shown.

4

No tax abatement assumed

The first deployment jurisdiction grants no abatement, and the model charges full state and local property, income and sales tax accordingly. Follow-on sites in abatement jurisdictions are modelled separately.

5

Urban reserve off the balance sheet

The URVS-perfected reserve is held at pre-signoff status — disclosed in the notes, absent from the balance sheet face. $900M of board-approved carrying value contributes nothing to the equity value on slide 2.

1×2

Combined: a 75% reduction on asset productivity

50% throughput × 50% pricing = the assets earn at 25% of their combined productivity — a 75% reduction taken before credits, abatements or the reserve add a dollar. An extremely conservative basis, by construction.

30-Yr Revenue

$4.87B

After the 50% price haircut

Aggregate EBITDA Margin

54.7%

Total EBITDA ÷ total revenue, 30 yr

30-Yr Free Cash Flow

$1.93B

Cumulative, after all CapEx

Terminal Value Share of EV

7.6%

Value is in the near term, not the residual

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 7

Cash Trajectory · Thirty Years, Modelled Not Projected

Cumulative Free Cash Flow Crosses Zero in Year 5

Cumulative free cash flow turns positive in Year 5 and compounds to $1.93B by Year 30. Debt outstanding peaks at $126.7M in Year 4 and is fully retired in Year 11.

Cumulative FCF, Year 30

$1.93B

Crosses zero in Year 5

Cash Position, Year 30

$1.57B

On balance sheet at term

Peak Debt Outstanding

$126.7M

Year 4, retired in full by Year 11

30-Yr Net Income

$1.92B

39.3% aggregate margin

Solid line, left axis: cumulative free cash flow. Dashed line, right axis: total debt outstanding on the modelled stack. Both series are the model's computed values, Years 1–30.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 8

Valuation · Discounted at the Model's Own Cost of Capital

Equity Value $566.3M · IRR 40.2% · MOIC 7.55×

Valued at Year 0, before the first funding draw, so net debt is nil and enterprise value and equity value coincide.

Valuation Build	Value
PV of forecast period free cash flow	$462.5M
PV of terminal value	$103.8M
Enterprise value	$566.3M
Less: net debt at Year 0	—
Equity value	$566.3M
Terminal value as share of EV	18.3%
EV / Year 5 EBITDA	6.57×

Discount Rate	Rate
Cost of equity	17.00%
Blended cost of debt, pre-tax	7.00%
Tax rate	21.0%
WACC applied	9.11%
Terminal growth	2.5%

Return on Equity Invested

7.55×

$566.3M equity value against the $75.0M of Cornerstone equity invested. The equity is not returned during the build; it stays in and the debt is serviced from operations.

Project IRR

40.2%

Internal rate of return on the Year 1–30 free cash flow series, inclusive of $110.4M of §48 cash and after all five haircuts.

Payback

4.7 yrs

Cumulative free cash flow turns positive in Year 5, interpolated at 4.71 years.

Distributions

$2–15M

Annual dividend range at a 14% payout of pre-tax earnings, commencing Year 1.

The 9.11% WACC is the Capital Structure modelled stack as drawn — 31.25% equity, 68.75% debt — with the coupon settled at 7.00% as the single source of truth. It is not a target ratio: it follows the capital actually deployed, and it is the rate every NPV on this deck is struck at. The $240.0M bond-rollover engine, in which the equity is recycled rather than retained, is a scenario in the model and is not the basis presented here.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 9

Collateral Coverage · Urban Resource Valuation Standard

The Reserve Is Collateral Coverage, Not a Balance Sheet Asset

A perfected first-priority interest over contracted receivables and committed feedstock. Recognised well below the computed net present value, held off the balance sheet face pending countersignature — and not, we say plainly, at the lowest point in the range.

Range Point	Value	% of GRV	Basis
Sensitivity — NPV at cost of equity	$827.6M	19.4%	Discounted at 17.00%
Recognised — board-approved carrying value	$900.0M	21.1%	Carried in the notes
Mid — NPV at modelled-stack WACC	$1,443.9M	33.9%	Discounted at 9.11%
High — gross reserve at 50% overlay	$4,259.3M	100%	Undiscounted, primary basis
Ceiling — gross reserve at full spot	$8,518.6M	200%	Disclosure only

What the reserve is

An asset coverage ratio. A perfected first-priority security interest over contracted receivables and committed feedstock, disclosed under the applicable reserve reporting standard and available to bondholders on enforcement.

What it is not

A balance sheet asset carried at fair market value, and not a contributor to the $566.3M equity value on slide 2. Nothing in the returns presented here depends on the reserve being recognised.

Gross reserve values are undiscounted gross figures, not valuations. Annual perfected reserve cash flow is $142.0M on a single-site basis at the 50% merchant overlay.

Recognition Status

Pre-Signoff

Held off the balance sheet face and disclosed in the notes until the methodology is countersigned. Restatement-safe by construction.

Conservatism at Carrying Value

19.2%

The $900.0M recognised figure sits 19.2% below the computed NPV at the model's own discount rate — an implied rate of 15.57%.

Disclosure Point

Not the floor

The carrying value is above the cost-of-equity sensitivity case at $827.6M. It is the recognised point, not the lowest supportable one, and is presented as such.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 10

Why This Transaction Works · Institutional Investor Summary

The First Bond Sets the Template. The Fiftieth Proves the Platform.

A contracted floor that escalates

A signed 30-year Circular Supply Agreement at $75/ton, escalating 2.5% annually, delivering $464.0M of contracted Beneficiation Fees. Title transfers on delivery. The floor never contracts and never reprices downward.

One equity cheque, then the plant pays

$240.0M of plant installed on a single $75.0M equity injection. Every further module is debt-funded against a contracted fee stream already running, the facility is retired in Year 11, and the pre-built envelope leaves six module slots for expansion to 1,000 TPD from operating cash.

Certainty ahead of production

$110.4M of §48 cash at a 50% effective rate, calculable at signing and monetised at close through direct transfer. It retires 46% of the build before the first ton is processed.

Upside held outside the credit

$594.7M of production credit face value and a 50% haircut on every merchant price. Neither is needed for the returns shown. Both accrue to equity if realised, and no coverage ratio depends on either.

Collateral, disclosed as collateral

A $900.0M perfected reserve carried in the notes rather than capitalised on the balance sheet face. Coverage for lenders, not an asset inflating the equity story.

A programme, not a financing

Fifty-four sites in the expansion model on an identical increment template — each with a 1,000 TPD building from day one and a modelled envelope to 2,000 TPD. One indenture, one security package, one buyer syndicate; repriced, not renegotiated.

NEXT STEPS

Mutual NDA → model and deal room access at the agreed tier → structuring session → indicative term sheet → confirmatory diligence. The coupon is settled at 7.00% and the engine schedule is computed in the model.

Contracted

400 TPD

Reference facility

Building Envelope

1,000 TPD

Ten module slots, pre-built

Expansion Model

54 sites

Identical template

Paul Camp · EVP Capital Markets · [email protected]Private & Confidential · 11