What this document is
A single-page action instrument: what the State commits, what it receives, and the one action to authorise ahead of the 2027 contract expiry.
- The Synagro biosolids contract expires in 2027; Rhode Island prohibits combustion; Central Landfill closes ~2046.
- One CSA: a $100/ton Beneficiation Fee at parity with current cost, and a Circular Royalty™ of $15.84M in Year 2 growing to ~$790M gross over 30 years at Phase Initial.
- One action: execute an LOI/MOU and open the Joint Working Group with RIRRC.
Why this matters — what Carbotura is offering Rhode Island
Rhode Island’s municipal residual is aggregated at the RIRRC Central Landfill in Johnston by statute (R.I. Gen. Laws § 23-19), and the state prohibits combustion. The Synagro/Jacobs Woonsocket biosolids contract expires in 2027, creating a processing gap; Central Landfill itself is projected to close around 2046. A CSA executed ahead of the 2027 expiry lets that stream transfer into manufacturing rather than a renewed disposal contract.
Carbotura converts the residual Rhode Island 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, in a state that prohibits combustion.
The State’s blended disposal cost is estimated at $101.67/ton. The Beneficiation Fee is set at $100/ton, escalating 2.5%/yr — at Phase Initial (400 TPD, 132,000 TPY) that is $13.20M in Year 1. Carbotura funds 100% of the facility; the State commits feedstock, not capital.
Beginning 13 months after the first Beneficiation Fee payment, the State receives a rolling monthly Circular Royalty™ — $15.84M 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 $790M gross at Phase Initial and $1.78B at 900 TPD. Fee and royalty are two transactions and are shown separately throughout.
Why this fits
Rhode Island's current biosolids processing arrangement with Synagro expires in 2027. Without a replacement framework in place before that date, the biosolids fraction of the state's waste stream loses its confirmed processing pathway. A CSA with Carbotura, structured now, covers this gap and extends 30 years beyond it.
Rhode Island statute prohibits MSW combustion. ACM is not combustion — it is a manufacturing process. The exemption is structural, not a regulatory carve-out that can be revoked. The Regulatory Predicate Transition (RPT) in the CSA confirms manufacturing classification as a binding precondition of agreement execution.
At $100 per ton, the Beneficiation Fee is within $1.67 of Rhode Island's current blended FWDC of approximately $101.67 per ton. The switch to a CSA does not materially increase Rhode Island's per-ton disposal spending in Year 1 — and the 2.5% annual escalator is below the typical trajectory of market disposal cost inflation.
The CSA locks the Beneficiation Fee with a predictable 2.5% annual escalator, establishes a structured royalty return stream, and runs for 30 years with perpetual continuation unless either party serves a 24-month Non-Renewal Notice. The Synagro contract expiry in 2027 marks the end of Rhode Island's current certainty window. The CSA replaces it with a 30-year framework.
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
Central Landfill is carried 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 | 132,000 | $13.20M | $15.84M | ~$790M ESTIMATED | 120 |
| 900 TPD · Phase Expanded | 297,000 | $29.70M | $35.64M | ~$1.78B ESTIMATED | ~270 |
FWDC $101.67/ton blended ESTIMATED. Beneficiation Fee $100/ton. Circular Royalty™ (Year n) = (120% + (n−1)pp) × that year’s Beneficiation Fee; payments commence 13 months after the first fee payment and roll monthly. 30-Year Gross Royalty is gross royalty over 30 payments. Fee and royalty are independent gross transactions and are not netted anywhere in this document.