What this document is
A single-page action instrument: the one thing to authorise, and the structural date that makes it timely.
- The E/RRF agreement runs to 2031, ending with the lease on the land beneath the facility. Reaching that date with an alternative specified means starting now, not then.
- Carbotura pays the County a Circular Royalty™ beginning at $150/ton against a modelled $125/ton Beneficiation Fee, escalating one percentage point a year, uncapped, for a 30-year minimum term.
- One action: authorise an LOI/MOU and open a Joint Working Group, so the option is specified while the County is actively asking the question.
A lease expiry is a decision; a contract renewal is a habit
Fairfax County generated about 1.2 million tons of material in 2023 and diverted 44% through recycling and composting, against an aspiration of 90% diversion by 2040 and a target to cut generation 25% from a 2018 baseline. More than 650,000 tons a year passes through the County’s hands to the I-95 Energy/Resource Recovery Facility in Lorton, owned and operated by Reworld Fairfax. Its ash is landfilled at the I-95 Landfill Complex on the same site. County documents describe the agreement running until 2031, when the lease on the property expires.
Carbotura was built for this stream. Advanced Circular Manufacturing (ACM) takes delivered residual and converts it into specification-grade manufactured products — graphite, graphene compounds, recovered metals and minerals, industrial gases and net-positive ultrapure water. It is a manufacturing operation, not incineration, not waste-to-energy, not pyrolysis and not gasification. There is no oxygen in the process, so nothing burns; there is no stack, no air pollution control train and no ash.
On cost, the honest comparison is a trajectory rather than a snapshot. The County’s published rate is $98/ton for FY2027. At our Beneficiation Fee of $125/ton, we start $27 above that. But the gap closes against the County’s own staff projections — roughly $120/ton by 2029 and $150/ton by 2032. On those numbers we are about $11 above in 2029 and about $8.57 below in 2032. The crossover lands at the 2031 lease expiry.
What the County receives is separate and larger. Beginning 13 months after Carbotura’s receipt of the first Beneficiation Fee payment, Carbotura pays a Circular Royalty™ starting at $150/ton — which is the County’s own projected 2032 cost per ton — and rising one percentage point every year, uncapped, for a 30-year minimum term. The fee and the royalty are two independent transactions, reported separately and in full, and never netted against each other.
Why Fairfax, and why now
The Solid Waste Management Program’s Request for Expressions of Interest, open until 30 October 2026, names mixed-waste systems, disposal optimization, organics processing, C&D recovery and public-private partnership structures. It accepts early-stage concepts as well as proven ones.
The agreement ends when the lease on the land beneath the facility expires. That is a genuine decision point rather than an option to roll over, and a manufacturing destination needs 12 to 24 months from permit issuance plus the working phase ahead of it.
$98/ton today on the County’s schedule; $120 by 2029 and $150 by 2032 on the County’s own projections. Our modelled fee escalates at 2.5% a year and crosses below that trajectory before the lease expires.
The E/RRF’s ash is landfilled on the same complex. Waste-to-energy ash is a material class Carbotura accepts as input, and an ACM plant produces no ash of its own because there is no combustion to produce one.
County audits report high contamination in diverted streams. ACM takes material as received, with no pre-sort requirement and no clean-stream specification at the gate.
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: $125/ton · 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/ton), +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
Carbotura is a development-stage company. No Carbotura facility is at or past Commercial Operation Date anywhere in the world. The first-of-a-kind plant is in York County, Pennsylvania, under a Circular Supply Agreement executed in July 2026; it is under construction now, with commercial operation targeted for late 2027 to early 2028.
We have not asked any counterparty to take that on trust. The CSA carries a condition precedent: an operating facility meeting our stated claims and standards. Until that condition is satisfied, the counterparty is not held to performance. York executed on that basis, and the clause is available for County counsel to read.
Key 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 ← entry point Phase Phase Initial | 146,000 | $18.25M | $21.90M | ~$1,092M ESTIMATED | ~100 |
| 1,000 TPD Phase Phase Medium | 365,000 | $45.63M | $54.75M | ~$2,731M ESTIMATED | ~250 |
| 1,800 TPD Phase Phase Expanded | 657,000 | $82.13M | $98.55M | ~$4,916M ESTIMATED | ~450 |
Beneficiation Fee set at $125/ton; Circular Royalty™ at 120% of the current-year fee in Year 1, +1 percentage point per year uncapped. The two are independent gross transactions and are never netted. Comparators are the County’s published FY2027 rate of $98/ton and the County’s own staff projections of $120/ton (2029) and $150/ton (2032). Throughput uses the County’s 650,000 tpy county-controlled figure. Figures ILLUSTRATIVE until Term Sheet execution.