News & Events

Entry into a Material Definitive Agreement. As previously disclosed, on January 12, 2026, pursuant to an “at-the-market” prospectus (the “ Prospectus ”) contained in Sky Quarry Inc.’s (the “ Company ”) shelf registration statement on Form S-3 (File No. 333-291721) (the “ Registration Statement ”) filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on November 21, 2025, the Company entered into a Sales Agreement (the “ Sales Agreement ”) with Cantor Fitzgerald & Co. (“ Cantor…

hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Forward-Looking Statements This report contains forward-looking statements within the meaning o…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 24, 2026, Sky Quarry Inc. (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that the Staff had determined to delist the Company’s Common Stock, par value $0.0001 (the “Common Stock”), from The Nasdaq Capital Market due to the Company’s continued non-com…

Material Modification to Rights of Security Holders. To the extent required by

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On January 28, 2026, Todd Palin and Leo Womack each resigned from the Board of Directors (the “Board”) of Sky Quarry, Inc. (the “Company”), effective as of January 28, 2026. The Company thanks Mr. Palin and Mr. Womack for their respective service and contributions to the Board. Each of Mr. Palin’s and Mr. Womack’s resignations was not the result of…

Entry into a Material Definitive Agreement. On January 12, 2026, Sky Quarry Inc. (the “ Company ”) entered into a Controlled Equity Offering SM Sales Agreement (the “ Sales Agreement ”) with Cantor Fitzgerald & Co. (the “ Agent ”), pursuant to which the Company, from time to time, may offer and sell shares (the “ ATM Shares ”) of its common stock, par value $0.0001 per share (the “ Common Stock ”), through or to the Agent, acting as principal and/or sales agent, having an aggregate sales pric…

Termination of a Material Definitive Agreement. On January 7, 2026, the Company terminated the purchase agreement (“Agreement”) entered into with Varie Asset Management LLC (“Varie”) on July 9, 2025. The Agreement was terminated without cause pursuant to section 11(c) of the Agreement. Pursuant to the terms of the Agreement, the Company had the ability to require Varie to purchase shares of the Company’s common stock from time to time, subject to certain terms and conditions, in the aggregate…

Unregistered Sales of Equity Securities. On December 11, 2025, the Company issued 699,977 shares of its common stock (“Initial Shares”) to LendSpark Corporation (“LendSpark”) pursuant to the terms of a settlement agreement entered into between the Company and LendSpark on December 1, 2025 (“Settlement Agreement”). The Settlement Agreement settled $491,384.00 due and owing from Foreland Refining Corporation, the Company’s wholly-owned subsidiary, to LendSpark pursuant to the terms of the busin…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 21, 2025, each of Robert Byrne, Alexander Monje and Omar Hussein were appointed by the Board to serve as members of the Company’s board of directors to fill vacancies created by an increase of the size of the board in August 2025, each of whom is considered independent pursuant to Nasdaq Rule 5605(a)(2). Below is a description of the ba…

Other Events . In July 2025, the Company’s wholly-owned subsidiary, Foreland Refining Corporation (“Foreland”), commenced an offering of its Series A 10% Redeemable Preferred Stock (“Preferred Stock”) pursuant to Regulation C (“Reg CF Offering”). On October 1, 2025, Foreland completed the sale of 1,182 shares of Preferred Stock for aggregate proceeds to date from the Reg CF Offering of $416,700 from the sale of 4,167 shares of Preferred Stock. Foreland intends to continue to sell shares of it…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 25, 2025, Sky Quarry Inc. (the “Company”) received a written notification from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has been granted an additional 180-day period, or until March 23, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Re…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 10, 2025, David Sealock’s resignation from the board of directors was tendered to and accepted by the Company. Section 9 – Financial Statements and Exhibits.

Entry into a Material Definitive Agreement. On August 29, 2025, the Company issued a convertible promissory note (“Convertible Note”) in the principal amount of $175,000 to Varie Asset Management LLC (“Varie”). The Convertible Note matures on August 29, 2027, bears an interest rate of 14% per annum and is convertible into shares of the Company’s common stock at anytime at a conversion price of $0.48 per share, subject to adjustment with a floor price of $0.40 per share. A copy of the Converti…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 28, 2025, a special committee of the Company’s board of directors terminated Mr. Sealock’s employment with the Company as its Chief Executive Officer for cause pursuant to the terms of his employment agreement. Additionally, on August 28, 2025, the board of directors appointed Marcus Laun, the Company’s President, Interim CFO, Executive V…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 4, 2025, Darryl Delwo resigned as CFO of the Company. Section 9 – Financial Statements and Exhibits

Entry into a Material Definitive Agreement. On July 24, 2025, Foreland Refining Corporation (“Foreland”), our wholly-owned subsidiary, issued a secured promissory note in the principal amount of $1,000,000 (“Note”) to KF Business Ventures, LP (“KFBV”) a copy of which is attached hereto as Exhibit 99.1. In connection with the issuance of the Note, we issued: (i) five hundred thousand (500,000) shares of our common stock to KFBV, and (ii) warrants to purchase up to 2,000,000 shares of our commo…

Entry into a Material Definitive Agreement. On July 9, 2025, Sky Quarry Inc., a Delaware corporation (the “ Company ”), entered into a purchase agreement (the “ Purchase Agreement ”) and a registration rights agreement (the “ Registration Rights Agreement ”) with Varie Asset Management LLC, a Nevada limited liability company (“ Varie ”), pursuant to which Varie has committed to purchase up to $8.125 million of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”). Und…

The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended. 2 Section 9 – Financial Statements and Exhibits.

Unregistered Sales of Equity Securities. On April 3, 2025, the Company issued 1,125,087 shares of its common stock to Allegheny Manufacturing LLC (“Allegheny”) in settlement of outstanding invoices in the aggregate amount of $567,943.66, plus an additional 37,000 shares of its common stock for fees incurred by Allegheny. The shares were issued pursuant to Section 3(a)(10) of the Securities Act. Section 9 – Financial Statements and Exhibits.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 28, 2025, the Company received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the prior 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). In accordanc…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 25, 2025, Todd Mitchell Palin was appointed to serve as a member of the Company’s board of directors. In connection with Mr. Palin joining the Company’s board of directors, the Company issued Mr. Palin 83,334 restricted shares of its common stock, which shares shall vest equally over a twelve-month period, subject to Mr. Palin’s continu…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 10, 2025, the Company’s board of directors approved the appointment of Leo B. Womack as a member of the Company’s board of directors, as well as to serve as a member of each of the audit committee, nominating and corporate governance committee and the compensation committee and to serve as the chairman of the compensation committee. In c…