What this document is
The commercial structure of one Circular Supply Agreement sized against what Brisbane Landfill receives, with the two payment flows set out separately and the comparator limited to the levy.
- Phase Initial is the 400 TPD Standard Deployment — 146,000 tonnes a year, 58% of Brisbane Landfill’s intake. Phase Medium at 800 TPD covers all of it.
- One CSA, no elections: the Council pays a Beneficiation Fee and receives a Circular Royalty™, as two independent gross transactions that are never netted.
- The agreement carries a condition precedent requiring an operating facility that meets our stated claims and standards. The Council is not held to performance until it is satisfied.
Brisbane
Circular Supply Proposal — Brisbane City Council
One Circular Supply Agreement — 30-year minimum, zero Council capital, and a condition precedent that puts the proof obligation on us.
What this proposal is, in five points
- One agreement. A Circular Supply Agreement (CSA) between Brisbane City Council and Carbotura, 30-year minimum term, continuing perpetually unless a 24-month Non-Renewal Notice is served. No elections, no alternative structures to choose between.
- A condition precedent on an operating facility. The CSA requires an operating facility meeting our stated claims and standards. Until that is satisfied, the Council is not held to performance.
- Two payment flows, never netted. The Council pays a Beneficiation Fee on delivered tonnage; Carbotura pays a Circular Royalty™ on the same tonnage. Independent transactions, reported separately and in full.
- Compared with the levy, and only the levy. At the A$142/t floor the fee is above today’s A$125/t Queensland levy alone; the levy rises A$10 a year and passes the fee floor in 2028–29. We do not claim a saving: the Council’s landfill cost and the State’s offset arrangements are not ours to state.
- Zero Council capital. Carbotura finances, owns and operates at every phase, and carries all permitting and classification work at its own cost.
The stream this is sized against
Brisbane Landfill at Rochedale receives around 250,000 tonnes a year at current generation rates, according to the Council’s August 2025 overview of its waste and resource recovery services. That is the basis used throughout this package.
An older Council fact sheet put the city’s total landfilled material at about 550,000 tonnes a year, roughly 70% of it to Brisbane Landfill. That implies a larger figure than the 2025 presentation, and the two are likely on different years or bases. We size against the smaller, more recent figure and do not rely on the older one.
The stream is shrinking at the margin, and should: kerbside recycling diverted about 65,000 tonnes in 2024–25, and the citywide green bin rollout is expected to divert 65,000 to 80,000 tonnes a year. Phase Initial at 146,000 tonnes a year is sized with room for that diversion to continue.
Siting — candidate areas, no parcel
No candidate site has been identified or assessed. Siting is a Joint Working Group item and would follow authorisation, not precede it. What the City Plan already says points to a short list of areas worth examining:
- Australia TradeCoast — Lytton. The local plan describes the Lytton Industrial Estate as suitable for medium impact industry, and its distance from homes at Wynnum as appropriate for high impact and special industry.
- Australia TradeCoast — Whyte Island. Identified by the Port of Brisbane and the Council for industry requiring separation.
- South West Industrial Gateway. Together with TradeCoast, it holds most of the city’s industrial land.
- Brisbane Landfill, Rochedale. Council land, and the stream already arrives there.
Phase Initial at 400 TPD needs roughly 2–3 hectares with the process inside one building; Phase Medium roughly 4–6 hectares. Site figures are ESTIMATED, and the City Plan text cited is the 2015 version, to be checked against current amendments.
The commercial structure
One structure. The Council executes a Circular Supply Agreement and delivers its stream. Ownership of and liability for the material transfer to Carbotura on delivery. Carbotura does not purchase the material; the CSA transfers it, and Carbotura pays a royalty on what is delivered and processed.
| Element | Term |
|---|---|
| Agreement | Circular Supply Agreement (CSA), 30-year minimum |
| Continuation | Perpetual unless a 24-month Non-Renewal Notice is served |
| Condition precedent | An operating facility meeting Carbotura’s stated claims and standards. The Council is not held to performance until satisfied. |
| Beneficiation Fee | A$142–213/t (US$100–150), escalating 2.5%/yr |
| Circular Royalty™ | 120% of the current-year Beneficiation Fee in Year 1 — A$170–256/t — then +1 percentage point per year, uncapped |
| Royalty commencement | 13 months after Carbotura’s receipt of the first Beneficiation Fee payment |
| Council capital | None, at any phase |
| Regulatory work | Carbotura’s, at its own cost and risk. No commercial term is contingent on the outcome |
| Credit floor | BBB– / Baa3 |
The Beneficiation Fee and the Circular Royalty™ are independent transactions, reported separately and in full, and never netted. No table in this package carries a combined or net column. Carbotura’s programme ranges are set in USD and converted at the RBA rate of 30 October 2026 (A$1 = US$0.7040).
Deployment phases
Deployment is modular, in 100 TPD units. Phase Initial is the 400 TPD Standard Deployment — four modules in one building — taking 146,000 tonnes a year, 58% of what Brisbane Landfill receives, and leaving the landfill to carry the balance. Phase Medium doubles to 800 TPD, which covers all current Brisbane Landfill intake, with headroom for Brisbane material that is landfilled elsewhere.
| Phase | TPD | Annual tonnes | Share of stream | Beneficiation Fee · Year 1 | Circular Royalty™ · Year 1 |
|---|---|---|---|---|---|
| Phase Initial | 400 | 146,000 | 58% of Brisbane Landfill intake | A$20.74M | A$24.89M |
| Phase Medium | 800 | 292,000 | All current Brisbane Landfill intake | A$41.48M | A$49.77M |
Modelled at the A$142.05/t floor of the fee range (US$100). Shares are of the ~250,000 t/yr Brisbane Landfill receives. Figures ILLUSTRATIVE.
Timeline — and how it sits beside the regional process
In April 2026 the Council of Mayors (SEQ) applied to the ACCC, on behalf of 11 councils including Brisbane, for authorisation to procure regional residual treatment jointly. Its own estimate is that the earliest facility is eight to ten years after approval. We are not proposing to replace that process, and whether a bilateral agreement sits alongside Brisbane’s participation in it is a question for the Council, not one we assume an answer to.
| Milestone | Indicative timing | Notes |
|---|---|---|
| LOI / MOU EXECUTION | Earliest available | Required to open all subsequent steps |
| Joint Working Group phase | ~9–12 months | Stream characterisation; siting; commercial terms scoped |
| Term Sheet phase | Following | Beneficiation Fee confirmed within the range; royalty formula locked |
| CSA negotiation and execution | Following | Subject to the operating-facility condition precedent |
| First Carbotura facility COD (Pennsylvania) | Late 2027 to early 2028 | Operating data available before any decision here |
| Phase Initial COD | 12–24 months from permit issuance | First feedstock delivered; Beneficiation Fee begins |
| Queensland levy | A$135/t from July 2027; A$165/t in 2029–30 | Legislated schedule |
Regulatory path
Permitting and classification are Carbotura’s work, at our cost and our risk. There is nothing in that process for the Council to file, fund, defend or co-apply on, and no commercial term is contingent on its outcome.
Our filing posture is consistent across jurisdictions: material arrives under its current classification, is processed, and nothing leaves as residual for disposal. Manufacturing classification is what we assert and pursue; we hold no classification instrument in Queensland today and nothing here depends on obtaining one.
On the levy. The Queensland levy applies to material disposed to landfill. Our understanding is that tonnes processed at a manufacturing destination are not disposed and attract no levy, other than on any residual sent to landfill, which is designed to be near-zero. How the Waste Reduction and Recycling Act 2011 applies to a facility of this kind is to be confirmed with the Department, and we state it as our understanding, not as a settled position.
What we are asking the Council to do
One thing: authorise an LOI/MOU and open a Joint Working Group.
That is not a commitment to deploy, a procurement award, an exclusivity grant, or any step away from the regional process. It opens a working phase in which the stream is characterised, candidate areas are examined with the communities that would host a facility, and commercial terms are scoped — so that the Council has a specified option in hand while the levy schedule and the regional timeline run their course.
The sequence from there is LOI/MOU execution → Term Sheet phase → CSA, with the operating-facility condition precedent across it. Nothing binds either party before CSA execution.
Appendix A — Basis of presentation
All fee and royalty figures in Australian dollars, ILLUSTRATIVE until Term Sheet execution. Carbotura’s programme ranges (US$100–150/t fee, US$120–180/t Year 1 royalty) are set in US dollars and converted at the RBA rate of 30 October 2026 (A$1 = US$0.7040): A$142–213/t and A$170–256/t. The AUD figures move with the exchange rate until fixed at Term Sheet. Capital figures are Carbotura’s and are stated in US dollars, marked US$. Brisbane Landfill tonnage is VERIFIED from the Council’s August 2025 committee presentation; levy rates are VERIFIED from the Queensland Government.
The Beneficiation Fee range is A$142–213/t; tables are modelled at the A$142.05 floor. The Circular Royalty™ is computed as Mₙ × BFₙ, where Mₙ = 120% + (n−1) percentage points and BFₙ = A$142.05 × 1.025^(n−1). Accounting standard: Australian Accounting Standards (AASB).
No saving is claimed anywhere in this package. The comparator is the Queensland levy alone, which the fee floor exceeds until 2028–29. The Council’s own landfill cost per tonne is not published, and the State’s offset arrangements for household material are not asserted.
ESTIMATED: composition, employment, site requirements. NOT IDENTIFIED: any candidate site. TO BE CONFIRMED: treatment of ACM-processed tonnes under the Queensland levy framework. Carbotura has no facility at or past Commercial Operation Date anywhere; the first is in Pennsylvania, USA, in deployment, targeted for late 2027 to early 2028.
Appendix B — Definitions
- Advanced Circular Manufacturing (ACM)
- Industrial manufacturing that uses post-use material streams as feedstock, converting them into specification-grade manufactured commodities. A manufacturing operation, not a waste-management operation, and not combustion in any form.
- Circular Supply Agreement (CSA)
- The agreement under which ownership of and liability for the material transfer to Carbotura on delivery. The CSA transfers material; it is not a purchase.
- Beneficiation Fee (TMC Fee)
- The per-tonne Total Material Conversion Fee the Feedstock Provider pays. A$142–213/t (US$100–150), escalating 2.5% a year.
- Circular Royalty™
- The per-tonne royalty Carbotura pays the Feedstock Provider on delivered tonnage, beginning 13 months after Carbotura’s receipt of the first Beneficiation Fee payment. Year 1 is 120% of that year’s Beneficiation Fee, rising one percentage point a year, uncapped.
- Condition precedent
- An operating facility meeting Carbotura’s stated claims and standards. Until satisfied, the Feedstock Provider is not held to performance under the agreement.