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

Bonds at Full Build

$240M

Four sequential takeouts

Equity Recycled to TopCo

100%

$75M peak at risk, fully returned

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

Equity funds the civil engineering, a 1,000 TPD building envelope and the first 100 TPD increment. Four sequential Circular Bond™ takeouts recycle that same equity through increments one to four — each underwritten on contracted intake plus a merchant top-up at commodity prices.

Equity Value (DCF, today)

$343.3M

30-yr DCF at 12.35% WACC

Project IRR

68.0%

Free cash flow series, Years 1–30

Payback

2.8 yrs

Cumulative free cash flow positive

MOIC on Equity at Risk

4.58×

$343.3M ÷ $75M peak exposure

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 funds civils, the building envelope and module 1. Never more than one increment exposed; every dollar returned to TopCo by the fourth takeout.
Circular Bond™	Four takeouts — $75M, $55M, $55M, $55M · 7.00% · 20-year · $240.0M outstanding at full build
CSA	Signed · Option A election · 30-year term · Beneficiation Fee (TMC Fee) $75/ton, escalating 2.5%/yr
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 Baseline Model (July 2026, updated August 2026) at the active Option A election and the Parent Cash + Bond Rollover capitalisation model. The four-takeout Circular Bond™ engine and its coverage schedule are computed in the model’s Circular Bond Engine sheet.

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, Option A

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 RevCon™ 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. Four Modules. Four Takeouts.

Equity builds the envelope and the first module. Each Circular Bond™ then takes out its increment and returns the capital to TopCo — $75M, $55M, $55M, $55M — until every dollar is home and $240M of plant stands.

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

BOND 1 · $75M → TOPCO

First takeout retires increment 1 in full

$75.0M of bond proceeds return to TopCo. $55.0M redeploys into module 2, which drops into the pre-built envelope. Bonds outstanding $75.0M.

3

BOND 2 · $55M → TOPCO

Second takeout recycles the same capital into module 3

$55.0M bond retires increment 2 and returns to TopCo; $55.0M redeploys into module 3. Bonds outstanding $130.0M.

4

BOND 3 · $55M → TOPCO

Third takeout funds the final contracted module

$55.0M bond retires increment 3 and returns to TopCo; $55.0M redeploys into module 4. Bonds outstanding $185.0M.

5

BOND 4 · $55M → TOPCO

Fourth takeout brings every dollar of equity home

$55.0M bond retires increment 4. $240.0M of Circular Bonds™ stand against $240.0M of installed CapEx; TopCo's full $75.0M is returned, and six empty module slots remain in the envelope for expansion to 1,000 TPD.

The engine: $240.0M of plant installed, $240.0M recycled to TopCo, never more than $75.0M of equity at risk — 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 · Contracted Floor vs Merchant Top-Up

The Coverage Gap Is Disclosed, Not Bridged by Assumption

The Beneficiation Fee is contractually fixed and escalates 2.5% every year for thirty years. On its own it does not cover full debt service through the ramp. RevCon™ Materials revenue closes that gap, and the structure carries reserves against the difference.

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
RevCon™ 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	$53.2M	$75.9M	$74.2M	$83.2M	$100.1M
Total debt service (interest + principal)	–$1.0M	–$4.9M	–$7.8M	–$10.6M	–$12.5M	–$7.5M	–$3.8M
DSCR — all revenue	22.18×	8.90×	6.85×	7.20×	5.95×	11.08×	26.23×
Beneficiation Fee alone ÷ debt service	2.68×	1.15×	1.11×	1.12×	0.97×	1.79×	4.23×

Covenant DSCR — Year 4 test

7.20×

Against 1.30× maintenance — pass

Interest Coverage

14.60×

Against 3.00× minimum — pass

Debt / Total Capitalisation

40.0%

Against 65% ceiling — pass

Debt-Free By

Year 24

Peak debt outstanding $84.7M, 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: at Year 5 the Beneficiation Fee covers 0.72× of interest-only service ($16.8M) and EBITDA 4.42×; on the level 20-year amortising basis ($22.65M), 0.53× and 3.28×. The contracted floor alone does not reach 1.0× on the engine basis — the disclosed two-level posture.

Carbotura Holdings · Circular Bond EnginePrivate & Confidential · 5

Bond Architecture · Four Takeouts 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	Parent equity	Recycled equity	Recycled equity	Recycled equity	—
Circular Bond™ takeout	$75.0M	$55.0M	$55.0M	$55.0M	$240.0M
Recycled to TopCo	$75.0M	$55.0M	$55.0M	$55.0M	$240.0M
Cumulative bonds outstanding	$75.0M	$130.0M	$185.0M	$240.0M	$240.0M
Coupon · tenor	7.00% · 20 yr	7.00% · 20 yr	7.00% · 20 yr	7.00% · 20 yr	$16.80M interest p.a.
Takeout timing	Increment 1 in service	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 RevCon™ 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

$1.74B

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 3

Cumulative free cash flow turns positive in Year 3 and compounds to $1.74B by Year 30. Debt outstanding peaks at $84.7M in Year 4 and amortises to zero by Year 24.

Cumulative FCF, Year 30

$1.74B

Crosses zero in Year 3

Cash Position, Year 30

$1.51B

On balance sheet at term

Peak Debt Outstanding

$84.7M

Year 4, then monotonic amortisation

30-Yr Net Income

$1.74B

35.8% 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 $343.3M · IRR 68.0% · MOIC 4.58×

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	$317.1M
PV of terminal value	$26.2M
Enterprise value	$343.3M
Less: net debt at Year 0	—
Equity value	$343.3M
Terminal value as share of EV	7.6%
EV / Year 5 EBITDA	4.62×

Discount Rate	Rate
Cost of equity	17.00%
Blended cost of debt, pre-tax	6.81%
Tax rate	21.0%
WACC applied	12.35%
Terminal growth	2.5%

Return on Equity at Risk

4.58×

$343.3M equity value against the $75.0M peak parent exposure. The multiple is struck on exposure, not on cumulative capital deployed.

Project IRR

68.0%

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

2.8 yrs

Cumulative free cash flow turns positive in Year 3, interpolated at 2.77 years.

Distributions

$2–15M

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

The 12.35% WACC is derived from the Capital Structure modelled stack at 60% equity / 40% debt, with the Circular Bond™ coupon settled at 7.00% as the single source of truth. The four-takeout engine — $240.0M of bonds at full build, all equity returned — is computed in the model’s Circular Bond Engine schedule and disclosed alongside the statement basis.

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	$1,114.4M	26.2%	Discounted at 12.35%
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 $343.3M 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.

Equity that is recycled, not consumed

$240.0M of plant installed against a maximum of $75.0M of equity ever simultaneously at risk. Four takeouts return every dollar to TopCo, 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 · pc@carbotura.comPrivate & Confidential · 11