Prepared for the ICM · Calgary TiPs Project

The Nexera partnership advances every SENS goal at once.

One agreement gets our first commercial machine built and running, keeps the technology ours, opens a repeatable product line, and funds the next generation of the build. This is the strategic case, in one page.

What we are agreeing, and what it returns to SENS

SENS licenses the TiPs technology to Nexera and builds, commissions and maintains the machines. Nexera runs the Calgary plant, owns the output, and funds the build. In return SENS earns a machine sale, a recurring maintenance annuity, margin on parts and labour, and a 7.5% equity stake in Nexera.

Purchase price / machine
US$20.7M
Machine 1 nets US$13.4M after the equity discount.
Annual service fee / unit
US$620K
Recurring, ~3% of purchase price, per unit per year.
SENS equity in Nexera
7.5%
Upside in the operator, not just the machine.
Parts / labour margin
+40% / +20%
Charged at cost plus margin over the plant's life.

Key economics

Machine 1US$13.4M net · US$20.7M list less US$7.3M for the 7.5% equity granted to SENS.
DepositUS$250K/mo until the Cease Trade Order is revoked, or US$1M in one payment on funding.
Build startNexera can direct the build once US$5M of project capital is raised; the deposit counts toward it.
Service feeUS$620K/yr per unit for control software, remote monitoring and upkeep.
LiabilityUS$2M mutual cap; title passes in Texas, FOB Jacksonville.

The deal delivers on the SENS goals

Each strategic priority is served by a mechanism in the agreements, not by intention alone. Open a goal to see how it is delivered.

01Launch our machineFirst deployment

Our first priority is the simplest one: get a commercial TiPs unit built, commissioned, and running in the field, not sitting in a report. A prototype that never ships proves nothing to a customer, a regulator, or an investor.

How the deal delivers it

Nexera funds the build and commits to the first unit, and Machine 1 is supplied at cost (US$13.4M net) so the economics never stall it. Payment is structured across the build so SENS is funded to complete it, with title passing on Texas completion.

02Protect our IPOwnership retained

The technology, the Control Software, and the trade secrets are the company. Any structure that let them leak, or transfer with a sale, would give away the one thing SENS owns.

How the deal delivers it

This is a licence, not a sale. SENS keeps ownership, runs the Control Software and remote monitoring, and holds exclusive maintenance for the life of every unit. A competitor change-of-control clause (6.2A) blocks the licence from landing in a rival's hands.

03Expand the marketRepeatable product

One bespoke machine is a science project. A repeatable, priced, sellable product line is a business. The deal has to turn the first build into a template we can sell again.

How the deal delivers it

Standardised per-unit pricing (US$20.7M) plus a recurring maintenance annuity (US$620K per unit per year) and parts and labour margins make every additional unit a repeatable sale, not a one-off negotiation.

04Unlock deals like Kazakhstan & UzbekistanReference plant

International projects do not move on slideware. Kazakhstan, Uzbekistan, and similar opportunities need a live plant they can point to: a real operation running at scale.

How the deal delivers it

Calgary becomes that reference: a commercial unit operating on real feedstock, with a proven build-and-maintain model we can replicate. It is the credibility and the template we carry into CIS and Central Asia.

05Improve on our 2010 machineNext-gen build

The 2010 machine proved the concept; it is not the machine we want to scale. We need to fund and validate the next generation of the build beyond that original design.

How the deal delivers it

Real operating revenue and a unit running in the field pay for and prove out the engineering improvements, so the next build is funded by the last one rather than by more raise.

Next: the deal explainer
The deal explainer identifies the business goals that support the Technology Licence and Maintenance Agreements. Open a goal, see the purposes it serves, then the exact clauses that deliver it, in plain English, with the agreements alongside.
Open the deal explainer