Circular Supply Proposal · 14 min read · DOC 02 OF 06
What this document is
The commercial structure of a Circular Supply Agreement between Carbotura and the Government of Sri Lanka — Beneficiation Fee (TMC Fee) and Circular Royalty™, site candidates, and 30-year fiscal return.
Three things this document says
- Phase Initial (500 TPD) matches Karadiyana's current crisis-priority volume exactly — a direct, compliant answer to the NBRO's own risk finding.
- The CSA is Carbotura's single commercial structure: the Government pays a per-ton Beneficiation Fee and receives back a larger, widening Circular Royalty™ payment 13 months later.
- The engagement window is now, while the Meethotamulla ruling is fresh and before a comparable finding is issued for Karadiyana.
Looking for something else?
Carbotura · Circular Advantage Program · Commercial ProposalCarbotura · Circular Advantage වැඩසටහන · වාණිජ යෝජනාව
Sri Lanka
Circular Supply Proposalශ්‍රී ලංකාව
වට කවුළු සැපයුම් යෝජනාව
A perpetual Circular Supply Agreement (30-year minimum from COD), sized first to Karadiyana's current ~500 TPD crisis volume and scalable to Western Province's full ~3,500 TPD, at zero government capital commitment.
2026 මාර්තු 31 ශ්‍රේෂ්ඨාධිකරණ තීන්දුවෙන් පසු, කරදියානට සමාන අවදානමක් ඇති ස්ථාන සඳහා අනුකූල විකල්පයක් ලෙස මෙම වට කවුළු සැපයුම් ගිවිසුම ඉදිරිපත් කරයි.
Important Notice — Read Before Relying on Any Figure in This Documentවැදගත් දැන්වීම — මෙම ලේඛනයේ ඕනෑම අගයක් මත රඳා පැමිණීමට පෙර කියවන්න
This is a Stage 1 proposal for discussion only. It is not an offer capable of acceptance, does not create a binding obligation on either party, and does not commit Carbotura to any price, term, or timeline stated here. Every commercial figure in this document — the Beneficiation Fee, the Circular Royalty™ multiplier, the Legacy Remediation Royalty, CapEx, and all 30-year totals — is ESTIMATED from Carbotura's standard commercial parameters, not a verified local rate, and remains subject to change until a definitive Circular Supply Agreement is executed. The structure described here (the CSA, financial guarantees, lender security, government skin-in-the-game, and offtake terms in §1.6–§1.9) depends on numerous conditions precedent that are not yet satisfied — including MIGA/DFC or equivalent credit enhancement, BOI approval, Waste Characterization Study confirmation, and regulatory classification under the Regulatory Predicate Transition. This proposal does not bind either party before CSA execution. See Appendix C for the complete disclaimer set.
මෙය සාකච්ඡාව සඳහා පමණක් වන අදියර 1 යෝජනාවකි. මෙය පිළිගැනීමට හැකි ඉදිරිපත් කිරීමක් නොවේ, කිසිදු පාර්ශවයකට බැඳී සිටින බැඳීමක් ඇති නොකරයි.
Commercial Structure — the Circular Supply Agreement (CSA)වාණිජ ව්‍යුහය — චක්‍රීය සැපයුම් ගිවිසුම (CSA)
Carbotura offers a single commercial structure for this and all new engagements: the Circular Supply Agreement (CSA). Under the CSA, the Government pays a per-ton Beneficiation Fee (TMC Fee) and receives the Circular Royalty™ in return, beginning 13 months later — a payment that structurally exceeds the fee and widens every year of the CSA term.
Carbotura මෙම සහ සියලුම නව ව්‍යාපෘති සඳහා එක් වාණිජ විකල්පයක්, චක්‍රීය සැපයුම් ගිවිසුම (CSA) පමණක් ලබා දෙයි.
Authority Commitment Qualificationබලධාරි කැපවීම් සුදුසුකම්
Three Commitments · One Engagementකැපවීම් තුනක් · එක් සම්බන්ධතාවයක්
Under the CSA, all three commitments apply.CSA යටතේ, සියලුම කැපවීම් අවශ්‍ය වේ.
01
Commit feedstock
The Karadiyana-priority stream, legally assigned to Carbotura via CSA. Sri Lanka: ~500 TPD Phase Initial; ~3,500 TPD Western Province ceiling.
02
Commit site access
Site access and permitting cooperation via BOI for the ACM facility — a lease/access arrangement, not a land transfer.
03
Pay fee, receive royalty stream
Government pays the Beneficiation Fee; Carbotura pays back the larger Circular Royalty™ — separate transactions, never netted.
Sections
Section 0
What This Means for Sri Lanka
The Circular Supply Agreement (CSA)
Circular Royalty™
OUTFLOW ↑
Beneficiation Fee: $50/ton Yr 1 · +2.5%/yr
Beneficiation Fee: $50/ton Yr 1 · +2.5%/yr
INFLOW ↓
Circular Royalty™: 120%→150% multiplier on current-year Beneficiation Fee, from 13 months after first payment — structurally exceeds the fee, widening every year
Circular Royalty™: 120%→150% multiplier on current-year Beneficiation Fee, from 13 months after first payment — structurally exceeds the fee, widening every year
Exogenesis™ Royalty · Subject to Study
Meethotamulla (closed)
ACCESS ↑
Access to the closed legacy landfill mass granted under the CSA (if study confirms) — no land transfer
Access to the closed legacy landfill mass granted under the CSA (if study confirms) — no land transfer
INFLOW ↓
$10/ton legacy mass · +1%/yr — deliberately reduced from the $50/ton canon default given the sovereign risk profile
Subject to Waste Characterization Study
$10/ton legacy mass · +1%/yr — deliberately reduced from the $50/ton canon default given the sovereign risk profile
Subject to Waste Characterization Study
One commercial structure · one add-on. Carbotura offers a single commercial structure: the Circular Supply Agreement (CSA) — Beneficiation Fee (TMC Fee) plus Circular Royalty™. The Exogenesis™ Royalty (Meethotamulla, closed) is a CSA add-on that stacks alongside the Circular Royalty™ — activation requires Waste Characterization Study. Its rate is set well below the $50/ton canon default specifically because layering additional Carbotura capital exposure onto an already credit-enhancement-dependent engagement (§1.6) calls for a lighter incremental commitment, not the standard bonus rate.
Why This Proposal — Four Reasonsමෙම යෝජනාව ඇයි — හේතු හතරක්
- A compliant, engineered answer to a decided legal finding.තීන්දු කරන ලද නීතිමය සොයාගැනීමකට අනුකූල, ඉංජිනේරු විසඳුමක්. The Supreme Court has already ruled Meethotamulla's open dumping unlawful. Karadiyana carries the same NBRO-flagged risk. Phase Initial (500 TPD) matches Karadiyana's current receipt volume directly.
- Zero capital required from the Government — ever.රජයෙන් කිසිදු ප්‍රාග්ධනයක් අවශ්‍ය නොවේ — කවදාවත්. Carbotura designs, finances, builds, owns, and operates 100% of the ACM infrastructure under a Build-Own-Operate structure.
- A widening royalty return, not just a fee obligation.වඩ වඩාත් වර්ධනය වන රාජකීය ප්‍රතිලාභයක්, ගාස්තු බැඳීමක් පමණක් නොවේ. Under the CSA, the Government pays a per-ton Beneficiation Fee (TMC Fee) and receives back the larger Circular Royalty™ 13 months later — a payment that structurally exceeds the fee and widens every year of the CSA term (§4.0).
- Aligned with the BOI's own investment framework.ආයෝජන මණ්ඩලයේම ආයෝජන රාමුවට අනුකූලයි. Manufacturing already draws the largest share of Sri Lanka's 2025 FDI (46%). A Section 17 Strategic Development Project designation could add a 25-year tax exemption on top of the structural benefits above.
- Carbotura proposes a perpetual Circular Supply Agreement (CSA), minimum 30 years from COD: Carbotura designs, finances, builds, owns, and operates an Advanced Circular Manufacturing (ACM) facility. Zero government capital commitment.
- Under the CSA, the Government's commitment is the recurring Beneficiation Fee (TMC Fee): paid to Carbotura per ton; the Government receives the larger Circular Royalty™ back from Month 13, a spread that widens every year.
- The engagement window is now: the Meethotamulla ruling is a decided legal fact; Karadiyana carries the same risk profile the courts have just ruled against.
Section 1
Commercial Structure and Decision Window
Regulatory Predicate Transition (RPT)
Advanced Circular Manufacturing is a manufacturing process, not a waste-management activity. Carbotura's process operates in an anoxic, oxygen-free, sub-atmospheric environment — mechanistically incompatible with combustion or biological degradation. The Regulatory Predicate Transition (RPT) — the coordinated regulatory shift from legacy disposal-predicate statutes onto manufacturing-predicate classifications — is required for full elemental recycling of Sri Lanka's municipal material stream. This requires classification under Sri Lanka's manufacturing/industrial licensing framework (Board of Investment) rather than local government waste-collection statutes. Both parties commit to the RPT pathway as part of CSA execution.
§1.1 — Circular Supply Agreement Structure
| Element | Government Commits | Carbotura Commits |
|---|---|---|
| Capital | Zero capital commitment | 100% capex (Phase Initial: $305M; Full: up to $2.03B) |
| Construction | Site access; permitting cooperation via BOI | Design, finance, build — turnkey delivery |
| Operations | Zero operating liability | Own and operate for the CSA term (perpetual, 30-year minimum) |
| Feedstock delivery | Deliver contracted feedstock volume | Accept all contracted feedstock streams |
| Revenue return | Pay Beneficiation Fee; receive Circular Royalty™ back | Pay royalty on 13-month lag |
| Term | Perpetual; 30 years from Phase Initial COD is the minimum | BOO; facility returns to Government if the term ends |
§1.2 — Decision Window
Decision window: the period immediately following the Meethotamulla Supreme Court ruling. The court has established that open dumping at scale is unlawful. Engaging on a compliant conversion pathway before a comparable ruling is sought for Karadiyana — the region's largest at-risk site — gives the Government the initiative rather than a court-imposed deadline.
§1.6 — Financial Guarantees and Credit Enhancementමූල්‍ය ඇපකර සහ ණය වැඩිදියුණු කිරීම
Sri Lanka's sovereign credit rating (S&P: CCC+/C, stable outlook) sits below Carbotura's standard BBB−/Baa3 counterparty credit floor.ශ්‍රී ලංකාවේ ස්වෛරී ණය ශ්‍රේණිගත කිරීම Carbotura හි සම්මත ණය සීමාවට වඩා අඩුය. This is a real gap, not a formality — a bare CSA payment obligation from a CCC+ sovereign carries payment and transfer risk to Carbotura's BOO capital that the standard 18-month Parent Performance Guarantee does not cover (that instrument protects the counterparty against Carbotura non-performance, not the reverse). Credit enhancement is required before CSA execution, not added afterward.
| Instrument | Covers | Status / Fit |
|---|---|---|
| MIGA (Multilateral Investment Guarantee Agency, World Bank Group) | Expropriation, currency inconvertibility/transfer restriction, breach of contract (government non-honoring of CSA obligations), war/civil disturbance | Primary instrument for this risk profile; MIGA maintains an active Sri Lanka country program post-2022 restructuring |
| US DFC (International Development Finance Corporation) | Political risk insurance and/or direct co-financing | Complementary or alternative layer for EM infrastructure of this class |
| Private political risk insurance (Aon plc) | Bridge coverage ahead of MIGA/DFC issuance | Aon plc — Carbotura's sole permitted named insurance broker (Commercial Canon §3.6) |
| Escrow-based payment mechanism | Currency-transfer risk on Beneficiation Fee (inbound) and Circular Royalty™ (outbound) payments | Pairs with MIGA/DFC currency-inconvertibility cover |
| Sovereign guarantee / Ministry of Finance comfort letter | Direct backing of CSA payment obligations | Requires compatibility review against Sri Lanka's IMF Extended Fund Facility fiscal-consolidation commitments — new contingent liabilities may be constrained post-restructuring |
Table 1.6 — Financial Guarantee Structure
Sri Lanka: S&P CCC+/C stable (Jul 2026); ~99% external creditor agreement, ~92% restructuring implemented (Feb 2026); IMF EFF program, 5th/6th review completed May 2026.
Sequencing — guarantees run parallel to the Joint Working Group phase, not after it.අනුක්‍රමය — ඇපකර ඒකාබද්ධ වැඩ කණ්ඩායම් අදියරට සමාන්තරව ක්‍රියාත්මක වේ. MIGA/DFC underwriting typically takes 6–12 months. CSA execution — not merely construction start — is conditioned on guarantee issuance, since Carbotura's 100% capex commitment and BOO capital exposure begin at CSA execution under the CSA. If MIGA/DFC (or equivalent) cover is not issued within the Joint Working Group phase plus a defined extension window, Carbotura may conclude the engagement at the Term Sheet stage or breach — the condition protects Carbotura's option to walk away cleanly, not just a timeline expectation.
§1.7 — Lender and Investor Security Packageණයහිමියන් සහ ආයෝජක ආරක්ෂණ පැකේජය
Under the CSA, the Government pays the Beneficiation Fee (TMC Fee) directly to Carbotura — a real, assignable government-payment stream, in addition to Circular Materials sales revenue.CSA යටතේ, Beneficiation Fee රජය විසින් Carbotura වෙත සෘජුව ගෙවනු ලැබේ. This is more bankable than a pure-offtake structure — lenders have two independent revenue sources to underwrite — but the payment obligation still originates with a CCC+/C-rated sovereign, so it is only as strong as the credit enhancement in §1.6. Carbotura does not receive title to the project site under the CSA — the Government retains ownership; Carbotura holds a site-access/lease right for the CSA term.
| Security Element | Mechanism |
|---|---|
| Government-payment security (primary debt-service source) | Assignment of the Beneficiation Fee receivable to a security trustee. Bankable only in combination with MIGA/DFC cover (§1.6) — the raw payment obligation from a CCC+/C sovereign does not clear a lender's credit floor on its own |
| Offtake security (secondary debt-service source) | Assignment of Circular Materials sales receivables (CMOA contracts) to the same security trustee; diversifies debt service away from sole reliance on the sovereign payment stream |
| Facility security | Charge over Carbotura's leasehold interest and the facility itself; no site title is available as security under the CSA (the Government retains the underlying land) |
| Political risk insurance, collaterally assigned | MIGA/DFC cover (§1.6) assigned to lenders as loss payee — banks will make this a condition precedent to drawdown, not an optional comfort |
| Direct Agreement with the Government — financial/administrative step-in only | On Carbotura default, lenders gain control over cash flows, contracts, and SPV governance. Operational control of the facility does not pass to lenders or an unaffiliated third party — see the Company-first note below. |
| Completion guarantee | Carbotura, Inc. parent guarantee during construction — distinct from the operational Parent Performance Guarantee |
| Debt Service Reserve Account | Funded from Beneficiation Fee and early operations revenue; standard controlled-accounts waterfall once revenue starts |
| Share pledge | Over the local project SPV holding the Sri Lanka facility |
Table 1.7 — Lender and Investor Security Package
This runs as the same workstream as §1.6, not a separate track — lender term sheets will not finalize until MIGA/DFC cover is at least committed.
Company-first note: step-in rights are split into two tiers, not granted as a single unrestricted right.සමාගම-පළමු සටහන: step-in අයිතිවාසිකම් තට්ටු දෙකකට බෙදා ඇත. Standard project-finance convention grants lenders unrestricted operational step-in — the ability to install any replacement operator to run the facility. Carbotura's process (Recyclotron™, elemental dissociation methodology) is proprietary; handing that to an unaffiliated replacement operator is a real IP-exposure risk, not a formality to wave through because it is customary. This proposal splits step-in into (1) financial/administrative step-in — the actual protection lenders need: control of cash, contracts, and SPV governance on default — and (2) operational step-in, restricted to a Carbotura-affiliated replacement operator, or a narrow, trustee-held technology-continuity arrangement (comparable to source-code escrow) releasable only in a defined enforcement scenario. Lenders get real security; the process itself stays inside Carbotura's control chain.
§1.8 — Government Skin in the Gameරජයේ දායකත්වය
As structured, the Government's hard commitment is the recurring Beneficiation Fee payment plus the Asymmetric Take-or-Pay floor — a real, ongoing cash obligation, but still contractual language rather than an externally enforced commitment against Carbotura's $305M–$2.03B capex. The sovereign guarantee discussed in §1.6 is not yet secured — it requires compatibility review against Sri Lanka's IMF EFF commitments.
| Mechanism | What It Does | Status |
|---|---|---|
| Recurring Beneficiation Fee payment | An actual, ongoing out-of-pocket cash cost to the Government every year — a stronger continuous commitment than a one-time asset transfer would be | Structural — already in the CSA |
| Asymmetric Take-or-Pay | Government bears financial exposure for feedstock delivery shortfall | Structural — already in the CSA |
| World Bank Partial Risk Guarantee (PRG) | IDA/IBRD stands behind the Government's own contractual performance under the CSA — distinct from MIGA, which protects Carbotura against government action rather than guaranteeing government performance | Recommended addition — externally enforced, not just contractual |
| Minority equity stake for a state entity | e.g., Western Province Waste Management Authority holds a minority stake in the local project SPV — real upside and downside alignment, not just a counterparty role | Recommended addition — under discussion |
Table 1.8 — Government Skin in the GameA PRG and/or SPV equity stake close the gap between the Government's current contractual commitments and Carbotura's actual capital exposure.
§1.9 — Offtake Risk and Country-Level Requirementsඅලෙවි අවදානම සහ රාජ්‍ය මට්ටමේ අවශ්‍යතා
Pre-COD supply agreements are structurally riskier than mature-market sales. The lender security package (§1.7) now rests partly on the Government's own Beneficiation Fee payment stream, which diversifies debt-service risk away from offtake alone — but that payment stream is only as strong as the credit enhancement in §1.6, so offtake quality remains a material credit factor, not the sole one. Buyers negotiating before Phase Initial has an operating track record have leverage to demand discounted pricing and protective terms, and Carbotura risks dependency on the small number of buyers willing to sign early.
Not a government price guarantee. Sri Lanka's own sovereign credit position means a government offtake or price backstop would concentrate risk on top of the PRG/MIGA structure (§1.6, §1.8) rather than diversify it. The requirements below are scoped to what the country can credibly provide — logistics, policy certainty, and one anchor commitment — not commodity price risk.
| Requirement | Purpose |
|---|---|
| Anchor offtake commitment from a state entity | A defined minimum share of output (not all of it) — a policy-motivated buyer, not a commercial counterparty extracting first-of-kind pricing |
| Export/logistics facilitation | Priority Colombo Port access and expedited customs clearance for Circular Materials shipments — removes a delivery-reliability objection early buyers otherwise price in |
| Binding no-new-export-duty commitment | No new export levies or resource-nationalism measures on Circular Materials for the CSA term — protects long-run offtake economics from future fiscal policy risk |
| Support for independent third-party quality certification | Counters the information asymmetry early buyers use to discount price absent an operating track record |
| Customs/HS classification certainty | Circular Materials classify as manufactured goods, not waste-derived scrap, at the BOI/customs level — reduces buyer due-diligence friction in destination markets |
Table 1.9 — Offtake Risk MitigationComplements, rather than substitutes for, Carbotura's own mitigation: committing only a base ~60–70% of Phase Initial output to early anchor buyers, keeping the remainder flexible for market sale once quality and reliability are demonstrated, with index-linked or price-reopener terms in the early contracts.
§1.5 — Commercial Structure
Carbotura offers a single commercial structure for this and all new engagements: the Circular Supply Agreement (CSA) — Beneficiation Fee (TMC Fee) plus Circular Royalty™. Phase Initial standard: 500 TPD; Western Province ceiling: ~3,500 TPD.
| Parameter | The Circular Supply Agreement (CSA) |
|---|---|
| Beneficiation Fee | $50/ton Yr 1; +2.5%/yr |
| Authority Inflow | Circular Royalty™: 120%→150% multiplier, from Month 13 — structurally exceeds the fee, widening every year |
| Site arrangement | Site access / lease for the CSA term — no title transfer to Carbotura |
Section 2
Deployment Architecture
§2.1 — Phase Configuration
| Phase | TPD | Modules | Annual Feedstock (TPY) | CapEx |
|---|---|---|---|---|
| Phase Initial | 500 | 5 | 182,500 | $305M |
| Milestone 1,500 TPD | 1,500 | 15 | 547,500 | $880M |
| Phase Expanded | 3,500 | 35 | 1,277,500 | $2,030M |
Table 2.1 — Phase Configuration
CapEx: $75M first 100 TPD module + $57.5M each additional 100 TPD module (Carbotura standard parameters). Phase Expanded matches the Western Province addressable ceiling.
§2.2 — BOO Capital Structure
Zero Government of Sri Lanka capital at every phase. Carbotura designs, finances, builds, owns, and operates all ACM facilities under the CSA. The Government's commitment under the CSA is the recurring per-ton Beneficiation Fee (TMC Fee), not capital outlay. No construction debt, no operating cost exposure.
§2.4 — Site Candidate Analysis
Priority 1 finding — Karadiyana-adjacent industrial zone (P1): Co-location with the existing Karadiyana landfill captures the crisis-priority feedstock directly, minimizes new haul distance, and provides a visible, immediate answer to the NBRO's risk finding.
§2.5 — Phase Initial Feedstock Sufficiency
Phase Initial (500 TPD / 182,500 TPY) matches Karadiyana's current receipt volume directly. No dependency on Western Province's broader ~3,500 TPD ceiling is required to justify Phase Initial — it addresses the single highest-priority site named in the NBRO's own risk finding.
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ACM Site Candidates
P1Karadiyana-Adjacent Industrial Zone
TypeCo-located with existing landfill
AuthorityWaste Management Authority, Western Province / BOI
Co-locationKaradiyana Landfill (direct); captures crisis-priority feedstock
P2Colombo Port-Adjacent Industrial Zone
TypeExport-oriented, BOI Section 17 candidate
RationaleCircular Materials export via Colombo Port; qualifies toward BOI export-manufacturing incentive thresholds
Section 3
Economic Structure — Beneficiation Fee (TMC Fee)
§3.1 — Fee Basis — No Local Anchor
No current, published disposal-cost figure exists for Colombo or the Western Province. Unlike engagements with a verified local fee schedule, the Beneficiation Fee here is set below Carbotura's standard $100–$150/ton commercial-canon range — a Sri Lanka-specific rate, not discounted against a local anchor because no current VERIFIED rate exists to discount against.
Beneficiation Fee — Sri Lanka-specific rate (below canon standard range)
TMC_Fee = $50.00/ton — set below the $100–$150/ton canon range for this engagement
Beneficiation Fee Year 1: $50.00/ton · Escalator: 2.5%/year
| Phase | TPD | Annual Volume (TPY) | Beneficiation Fee Year 1 | Annual Obligation Year 1 |
|---|---|---|---|---|
| Phase Initial | 500 | 182,500 | $50.00/ton | $9,125,000 |
| Phase Expanded | 3,500 | 1,277,500 | $50.00/ton | $63,875,000 |
Table 3.2 — Annual Beneficiation Fee Obligations
Year 1 figures. ESTIMATED — canon standard parameters, no local anchor.
Section 4
Royalty Structure
§4.0 — Circular Royalty™
Government pays Beneficiation Fee; Carbotura pays Circular Royalty™ (120%→150% multiplier, +1pp/yr, applied to the current-year escalated Beneficiation Fee) beginning 13 months after the first Beneficiation Fee payment. Separate transactions, never netted.
§4.0.1 — Parameter Table
| Parameter | Value |
|---|---|
| Royalty multiplier (Year 1) | 120% of current-year Beneficiation Fee |
| Beneficiation Fee Year 1 | $50.00/ton |
| Royalty Year 2 rate | 121% × $51.25 = $62.01/ton |
| Beneficiation Fee escalator | 2.5%/year |
| Royalty multiplier escalator | +1 percentage point/year (120% → 150% at Year 30) |
| Payment lag | 13 months after corresponding Beneficiation Fee payment |
| CSA term | Perpetual; 30 years from Phase Initial COD is the minimum |
§4.1 — Exogenesis™ Royalty add-on (Subject to Waste Characterization Study)§4.1 — Exogenesis™ විකල්පය (අපද්‍රව්‍ය ලක්ෂණ අධ්‍යයනයට යටත්ව)
Structured Option — Not a Commitment
Exogenesis™ becomes a CSA element — an add-on stacking alongside the Circular Royalty™ — only after Waste Characterization Study and mutual agreement. Meethotamulla (closed following the 2017 landslide, dumping ruled unlawful 31 March 2026) is Sri Lanka's primary legacy mining candidate — its closed, court-addressed status makes it well-suited for study without disturbing active operations.
Rate deliberately set below canon default. The standard Exogenesis™/Legacy Remediation Royalty rate is $50/ton legacy mass. Given Sri Lanka's sub-investment-grade sovereign rating and the credit-enhancement dependency already built into the core CSA (§1.6), stacking a full-rate bonus commitment on top would add incremental Carbotura capital exposure without proportional additional protection. This proposal sets the rate at $10/ton — a fifth of the canon default — keeping the feature available without materially increasing Carbotura's aggregate exposure in this jurisdiction.
| Year | Rate $/ton | Annual (~60,000 TPY indicative) |
|---|---|---|
| 1–5 | $0 | |
| 6 | $10.00 | +$600,000 |
| 10 | $10.41 | +$624,360 |
| 30 | $12.70 | +$761,820 |
| 30-yr indicative (if elected) | ~$16M | |
$10 × 1.01n−6/ton, commencing Year 6. Legacy mass tonnage (~60,000 TPY) is INDICATIVE only, pending Waste Characterization Study at Meethotamulla — no site investigation has been performed. Stacks alongside the Circular Royalty™ — never netted (Commercial Canon §2.2).
Section 5
Risk Register
| Risk | Key Driver | Who Bears It | Mitigation | Residual Exposure |
|---|---|---|---|---|
| Disposal-cost data gap | No current published local fee schedule | Shared | Beneficiation Fee set from canon standard, not discounted against a stale local figure; re-anchors at Deployment Study | Medium — no local benchmark to verify against |
| Sovereign credit / payment risk | Sri Lanka rated CCC+/C (S&P), below Carbotura's BBB−/Baa3 counterparty floor | Carbotura | MIGA political risk insurance + Aon-placed bridge cover; CSA execution conditioned on guarantee issuance (see §1.6) | HIGH absent credit enhancement — mitigated to Low once MIGA/DFC cover is issued |
| Currency / FX exposure | LKR volatility against USD-denominated CSA | Government / Carbotura | CSA denominated in USD; escrow-based royalty mechanism paired with MIGA currency-inconvertibility cover; BOI exchange-control exemptions available for qualifying projects | Medium — reduces to Low with escrow + MIGA cover |
| Regulatory classification | ACM must classify as manufacturing under BOI, not local-government waste statutes | Shared | Regulatory Predicate Transition workstream runs alongside site permitting | Medium — first-of-kind classification in Sri Lanka |
| Karadiyana W2E project status | Fairway Waste Management's stalled project — unclear if it resumes | Government | Phase Initial site selection accounts for both scenarios | Low — Phase Initial does not depend on that project's outcome |
| Informal waste-picker livelihood displacement | Active informal recycling sector at Karadiyana and comparable sites; Meethotamulla's 2017 disaster affected largely low-income adjacent residents | Government, with Carbotura cooperation | Government-led livelihood-transition program (funded/administered by the Government, not Carbotura) with a defined, capped Carbotura commitment limited to priority interview access for a stated number of facility roles — not an open-ended social-program obligation | Medium — social/reputational risk if unaddressed; low with a bounded commitment at CSA execution |
| Site security — social dimension | Informal settlements near legacy dump sites; Meethotamulla is politically sensitive following the 2017 disaster and 2026 ruling | Shared | Community engagement plan alongside standard physical site security; not a fence-only approach | Medium |
| Technology performance | ACM output recovery rate below projections | Carbotura | BOO structure — Carbotura bears all operating risk | None to Government |
Section 6
Deployment Timeline
| Milestone | Target Date | Notes |
|---|---|---|
| Joint Working Group phase — authorize | Following Meethotamulla ruling | Establishes site selection, RPT workstream, Deployment Study scope, and financial-guarantee workstream (§1.6) |
| MIGA / DFC underwriting | T0 to T0 + 6–12 months (parallel) | Runs concurrently with Joint Working Group phase and site work; CSA execution conditioned on issuance |
| Joint Working Group phase — complete | T0 + 3 months | T0 = Q4 2026 (assumed) |
| CSA execution | Upon guarantee issuance (T0 + 6–12 months) | Conditioned on MIGA/DFC or equivalent credit enhancement (§1.6) |
| Phase Initial construction start | T0 + 12–18 months | Site P1 preferred — co-located with Karadiyana; shifted from T0+6mo to follow CSA execution |
| Phase Initial COD | T0 + 24 months | 500 TPD operational |
| First royalty payment | T0 + 37 months | 13 months after Phase Initial COD |
| Phase Expanded full operations | T0 + 60 months | Sized to Western Province ~3,500 TPD ceiling |
| CSA minimum term end / facility transfer if term ends | T0 + 30 years | CSA is perpetual; 30 years is the contractual minimum |
Section 7
Fiscal Return — Circular Royalty™
§7.1 — Circular Royalty™ and Beneficiation Fee by Phase (30-Year Totals)
Reported separately, per the Separate Transaction Principle — never netted. The Circular Royalty™ received and the Beneficiation Fee paid are two independent transactions. The table below shows both; it does not compute or imply a single net figure.
| Phase | TPD | 30-yr Circular Royalty™ Received | 30-yr Beneficiation Fee Paid | Government CapEx Avoided |
|---|---|---|---|---|
| Phase Initial | 500 | ~$535.2M | ~$400.6M | $305M avoided |
| Phase Expanded | 3,500 | ~$3.75B | ~$2.80B | $2.03B avoided |
Table 7.1 — 30-Year Circular Royalty™ and Beneficiation Fee by Phase (undiscounted)
Circular Royalty™ = Multiplier_Year_N × BF_Year_N × TPY, summed across Years 2-30 (29 payments, per the Month-13 lag). Beneficiation Fee = BF_Year_N × TPY, summed across Years 1-30. All ESTIMATED, never netted.
§7.2 — Regional Economic Effects (Distinct from Fiscal)
| Effect | Phase Initial | Phase Expanded | Status |
|---|---|---|---|
| Direct FTE employment | ~175 jobs | ~1,225 jobs | ESTIMATED |
| Indirect / induced jobs | ~280 | ~1,960 | ESTIMATED |
| Carbon avoided | ~315,000 tCO₂e/yr | ~2,205,000 tCO₂e/yr | ESTIMATED |
Regional economic effects are additive to Government royalty receipts — not a substitute for them.
Section 8
Why This Works in Sri Lanka
- Legal alignment: The Supreme Court has already ruled the practice this facility replaces — open dumping — unlawful. This is not a speculative future benefit; it addresses a decided legal exposure.
- Volume alignment: Phase Initial (500 TPD) matches Karadiyana's current receipt volume; Phase Expanded (3,500 TPD) matches the Western Province's total generation.
- Investment-policy alignment: Manufacturing already draws the largest share of Sri Lanka's FDI. A Section 17 Strategic Development Project designation is a natural fit for this facility.
- Credit-enhancement alignment: The CSA's recurring fee structure is bankable against a sub-investment-grade sovereign precisely because the financial guarantee package (§1.6 — MIGA/DFC, escrow, sovereign guarantee) is built to sit underneath it; the fee obligation and the credit enhancement are designed as one package, not sold separately.
- Resource-context alignment: ACM's near-zero-residual process yields net-positive ultrapure water as a co-output — directly relevant in a country the FAO rates as "highly water stressed" at 90.8% of available freshwater withdrawn. The facility's Island-Mode self-powering also means its own operations do not draw on or depend on a national grid that suffered an island-wide blackout in February 2025.
Executive Implications — Proposal
- The Government receives ~$535.2M in Circular Royalty™ from Phase Initial alone over 30 years — at zero capital cost — against a separate ~$400.6M Beneficiation Fee obligation over the same period (never netted; §7.1). This is the floor; Phase Expanded scales to ~$3.75B received / ~$2.80B paid.
- Zero government capex across all phases. The $305M–$2.03B capital obligation that would otherwise fall to the state disappears entirely under the BOO structure.
- The engagement window is now — while the Meethotamulla ruling is fresh. Acting before a comparable ruling is sought for Karadiyana gives the Government the initiative.
Appendix A — Data Basis
Public Data Sources — All Labels Externally Readable
- Sri Lanka Supreme Court — Meethotamulla ruling · 31 Mar 2026 · public reporting
- Waste Management Authority, Western Province · wma.wp.gov.lk · ~3,500 TPD / 60% of national total
- National Building Research Organisation (NBRO) · Karadiyana risk assessment
- Board of Investment of Sri Lanka · investsrilanka.com · tax incentive framework, 2025 FDI figures
- Carbotura standard parameters — CapEx: $75M first 100 TPD module + $57.5M each additional. Royalty: 120%→150% multiplier on current-year Beneficiation Fee — a Sri Lanka-specific fee rate, below canon standard, set for this engagement. Fee escalator: 2.5%/yr. CSA: perpetual, 30-yr minimum. Lag: 13 months.
Appendix B — Selective Glossary
Appendix B
Beneficiation Fee (TMC Fee)
Per-ton fee paid under the CSA. Set at $50.00/ton Year 1 — below the $100–$150/ton canon range, a Sri Lanka-specific rate with no local anchor. Escalates 2.5%/year.
Circular Royalty™
Cash payment by Carbotura to the Government under the CSA, beginning 13 months after the corresponding Beneficiation Fee payment. Applies a 120%→150% multiplier to the current-year escalated Beneficiation Fee.
CSA — Circular Supply Agreement
The perpetual (30-year minimum from COD) Build-Own-Operate service agreement between Carbotura and the Government of Sri Lanka.
Legacy Remediation Royalty
A second royalty stream stacked alongside the Circular Royalty™ under the CSA, generated by the Exogenesis™ system on legacy landfill mass extracted and processed at Meethotamulla. Set at $10/ton — deliberately below the $50/ton canon default given Sri Lanka's sovereign risk profile. Subject to Waste Characterization Study before activation.
Appendix C — Disclaimers and Limitations
Appendix C
C.1 — Not an Offer; No Binding Obligation
This document is a Stage 1 proposal prepared for discussion purposes only. It is not an offer capable of acceptance under any jurisdiction's contract law, and nothing in it obligates the Government of Sri Lanka or Carbotura, Inc. to execute a Circular Supply Agreement (CSA) or any other instrument. A binding commercial relationship arises only upon execution of a definitive CSA following the Joint Working Group phase, Deployment Study, and satisfaction of all conditions precedent described in §1.6–§1.9. This document does not bind either party prior to CSA execution.
C.2 — All Commercial Figures Are Estimates
Every dollar figure in this document — the Beneficiation Fee ($50.00/ton), the Circular Royalty™ multiplier, the Legacy Remediation Royalty ($10.00/ton), CapEx figures ($305M–$2,030M), and all 30-year cumulative totals — is ESTIMATED from Carbotura's standard commercial-canon parameters. No current, published, VERIFIED local disposal-cost figure exists for Colombo or the Western Province (Waste Study §3.1), so none of these figures are anchored to or discounted against a local rate. Per Carbotura's own commercial doctrine: formulas are locked, but the numbers that populate them are variable and subject to change at Deployment Study and CSA negotiation. Nothing in this document should be read as a committed price, a quote, or a standing offer.
C.3 — Conditions Precedent — None Yet Satisfied
The commercial and financial structure described in this proposal — the CSA, the financial guarantee package (§1.6), the lender security package (§1.7), the government skin-in-the-game mechanisms (§1.8), and the offtake risk mitigations (§1.9) — depends on multiple conditions precedent that are not yet satisfied as of the date of this document, including but not limited to:
- Issuance of MIGA and/or DFC political risk insurance (or equivalent credit enhancement)
- Agreement on a World Bank Partial Risk Guarantee, if pursued
- Board of Investment (BOI) approval, including any Section 17 Strategic Development Project designation
- Completion of the Waste Characterization Study (required before any Exogenesis™ / Legacy Remediation Royalty activation)
- Progress on the Regulatory Predicate Transition — Sri Lanka has no existing Legal Milestone Register entry for ACM classification; this facility would be a first-of-kind classification determination in this jurisdiction (see C.6)
- Site control, title confirmation, and any required review of foreign land-ownership rules
- Sovereign guarantee compatibility review against Sri Lanka's IMF Extended Fund Facility commitments
Failure to satisfy any of these conditions may result in material changes to, or termination of, the proposed structure.
C.4 — No Legal, Financial, Tax, or Investment Advice
This document does not constitute legal, financial, tax, accounting, or investment advice to the Government of Sri Lanka, Carbotura's investors or lenders, or any other party. Each party should engage its own independent advisors before relying on any figure, structure, or characterization in this document.
C.5 — Non-Reliance and Confidentiality
This is a Stage 1 Information Disclosure document (see banner, top of page) prepared exclusively for the Government of Sri Lanka. It should not be circulated, relied upon by, or used to inform the decisions of any third party without Carbotura's prior written consent. Carbotura makes no representation that the terms of any executed CSA will match the illustrative terms described here.
C.5a — Commercial Structure
Carbotura offers a single commercial structure for this and all new engagements: the Circular Supply Agreement (CSA) — Beneficiation Fee (TMC Fee) plus Circular Royalty™. There is no alternative structure under discussion.
C.6 — Regulatory Classification Status
As of this document's date, no facility or output stream referenced in this proposal has achieved manufacturing classification, by-product status, or any equivalent non-waste determination from a Sri Lankan authority. Statements describing ACM's technology and commercial terms in manufacturing language reflect Carbotura's process and intended regulatory posture — not a classification already granted. Any future classification will be tracked against Carbotura's Legal Milestone Register and communicated to the Government as it is achieved, per Carbotura's Transition Status Canon.
C.7 — Third-Party References
References to third-party organizations, operators, or agencies in this document (including but not limited to the Waste Management Authority of the Western Province, the National Building Research Organisation, Fairway Waste Management, Aitken Spence PLC / Western Power Company, the Ceylon Electricity Board, MIGA, DFC, the World Bank Group, and S&P Global) are cited for factual and contextual purposes only — to describe publicly reported facts, existing infrastructure, or publicly available instruments. No such reference implies an endorsement of this proposal, a retained advisory relationship with Carbotura, or a completed agreement of any kind. Aon plc is named solely in its capacity as Carbotura's insurance broker of record.
C.8 — Currency and Data Currency
All commercial figures are denominated in USD; any LKR references are for context only, using an indicative exchange rate as of August 2026 (~1 USD ≈ 335–345 LKR), which will fluctuate. Sri Lanka's sovereign credit rating (S&P: CCC+/C, stable outlook, July 2026) is cited from public data; Carbotura is not a credit rating agency and this document is not a credit opinion. All population, generation, and infrastructure figures reflect the most recent publicly available data as of August 2026 and are subject to revision.
Data status legend used throughout this package: VERIFIED — sourced to a named public/government document ESTIMATED — derived from Carbotura standard parameters or scaled from VERIFIED figures DATA GAP — no current published figure exists, stated plainly rather than inferred.