What this document is
A single-page action instrument: what the County commits, what it receives, and the one action to authorise before Cell V is fully committed.
- 1The landfill is the constraint: Cell V at ~$30M, accelerating fill, and no combustion alternative after the 2023 rejection.
- 2One CSA: a $100/ton Beneficiation Fee, and a Circular Royalty™ of $17.52M in Year 2 growing to ~$874M gross over 30 years at Phase Initial.
- 3One action: execute an LOI/MOU and open the Joint Working Group.
Why this matters — what Carbotura is offering St. Lucie County
St. Lucie County’s Sanitary Landfill has been filling faster than planned as the population has grown — Port St. Lucie alone added roughly 27,000 residents in two years — and the County is expanding Cell V at approximately $30 million to extend capacity. Combustion was considered and rejected in 2023 over air quality. Every ton redirected to the ACM facility extends that runway, and the window to count it is before the expansion is fully committed.
Carbotura converts the residual St. Lucie County currently buries into manufactured Circular Materials — synthetic graphite, graphene compounds, recovered minerals, plus net-positive ultrapure water — by primary elemental dissociation in an oxygen-free process. Not landfill, not incineration, not waste-to-energy: manufacturing. It runs alongside the landfill and extends it.
The County’s verified gate rate is $79/ton (stlucieco.gov, effective 1 February 2025). The Beneficiation Fee is set at $100/ton, escalating 2.5%/yr — at Phase Initial (400 TPD, 146,000 TPY) that is $14.60M in Year 1. Carbotura funds 100% of the facility; the County commits feedstock, not capital.
Beginning 13 months after the first Beneficiation Fee payment, the County receives a rolling monthly Circular Royalty™ — $17.52M in Year 2 at Phase Initial, 120% of that year’s fee, adding a percentage point every year. Over the 30-year term that is approximately $874M gross at Phase Initial and $2.62B at full build-out. Fee and royalty are two transactions and are shown separately throughout this package.
Why this fits
St. Lucie County explicitly rejected WTE in 2023 over air quality concerns. The Green3Power gasification agreement (2015) never progressed to construction. The ACM manufacturing pathway is the only available non-combustion alternative that addresses the capacity constraint while generating a royalty return. Cell V buys time — it does not change the structural economics.
At Phase Initial (400 TPD / 146,000 TPY), Year 1 Beneficiation Fee is $14.60M ($100/ton). Year 2 Circular Royalty™ is $17.52M (120% × $14.60M), against a fee of $14.97M (escalated). Net royalty surplus: +$2.56M from Year 2. Gross cost displacement ($79/ton × 146,000 = $11.53M/yr avoided disposal) is shown separately per the Separate Transaction Principle.
Lucie County Sanitary Landfill qualifies as an Exogenesis™ Royalty candidate. The county's active landfill — currently a financial and environmental liability — qualifies as a candidate for the Exogenesis™ Royalty, which creates a structured dual-stream payment for legacy landfill material remediation appended to the primary CSA. Subject to Waste Characterization Study. Available under the CSA. The landfill that drives disposal cost in State A becomes a royalty-generating asset in State B.
St. Lucie County's wastewater treatment is distributed across four operators: Fort Pierce Utilities Authority (FPUA), St. Lucie County Utilities Division, City of Port St. Lucie Utility Systems, and St. Lucie West Services District. Each generates Class B biosolids eligible for the 90-day blend protocol. Combined volume estimated at 60–80 TPD — incorporated in Phase Medium expansion without renegotiating primary CSA terms.
The CSA locks the Beneficiation Fee at $100/ton with a predictable 2.5% annual escalator and establishes a royalty return stream that grows to +$13.26M/yr net surplus by Year 30 at Phase Initial scale (1,200 TPD Phase Expanded: +$39.7M/yr Year 30). The CSA runs for 30 years with perpetual continuation unless either party serves a 24-month Non-Renewal Notice. This is the planning certainty that Cell V cannot provide.
The structure, stated once
The Beneficiation Fee and the Circular Royalty™ are independent gross transactions with different payers. They are reported separately and never netted against one another.
The same physical mass is counted once in each of three dimensions — asset, revenue, attributes — and never summed as three independent masses.
Build-Own-Operate. Carbotura funds 100% of capital at every phase. The counterparty commits feedstock, not money.
One Circular Supply Agreement
+ Circular Royalty™
- Beneficiation Fee: $100–150/tonne · set at Term Sheet against the verified FWDC · 2.5%/yr escalator
- Circular Royalty™: 120% of the current-year Beneficiation Fee in Year 1 ($120–180/tonne), +1pp/yr, uncapped
- Royalty commencement: 13 months after the first Beneficiation Fee payment, rolling monthly on delivered tonnage
- Perpetual CSA, 30-year minimum term · Build-Own-Operate · zero counterparty capital
- Feedstock transfers under the CSA — ownership and liability pass at collection or delivery
- Accounting basis: US GAAP / GASB
The County’s active landfill is identified as an Exogenesis™ candidate — converting accumulated legacy material into a Legacy Remediation Royalty alongside the primary CSA. Subject to feedstock characterisation; not part of the base case.
Subject to characterisationKey figures at a glance
Circular Royalty™ projections by phase
Beneficiation Fee and Circular Royalty™ shown independently per the Separate Transaction Principle. No figure on this page nets one against the other.
| Capacity | Annual TPY | Beneficiation Fee · Year 1 | Circular Royalty™ · Year 1 basis | 30-Year Gross Royalty | Direct FTE |
|---|---|---|---|---|---|
| 400 TPD ← Phase Initial | 146,000 | $14.60M | $17.52M | ~$874M ESTIMATED | ~100 |
| 800 TPD · Phase Medium | 292,000 | $29.20M | $35.04M | ~$1.75B ESTIMATED | ~200 |
| 1,200 TPD · Phase Expanded | 438,000 | $43.80M | $52.56M | ~$2.62B ESTIMATED | ~300 |
Circular Royalty™ (Year n) = (120% + (n−1)pp) × that year’s Beneficiation Fee. 5%). Royalty payments begin 13 months after corresponding Beneficiation Fee payments. At steady state, the Circular Royalty™ is designed to exceed the Beneficiation Fee on a per-ton basis. Gross cost displacement ($79/ton × TPY) shown separately in the Proposal document.