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1. NATURE OF OPERATIONS
12 Months Ended
Dec. 31, 2024
Notes  
1. NATURE OF OPERATIONS

1.NATURE OF OPERATIONS  

 

Sky Quarry Inc. and its subsidiaries (“Sky Quarry”, “SQI” or the “Company”) are, collectively, an oil production, refining, and a development-stage environmental remediation company formed to deploy technologies to facilitate the recycling of waste asphalt shingles and remediation of oil-saturated soils. The recycling and production of oil from asphalt shingles is expected to reduce the dependence on landfills for the disposal of waste and to also reduce dependence on foreign and domestic virgin crude oil extraction for industrial uses.

 

The Company’s head office is located at 707 W 700 S, Ste 101, Woods Cross UT 84087. The Company is organized under the laws of the State of Delaware.

 

The Company was incorporated as Recoteq Inc. on June 4, 2019, in the State of Delaware, and changed its name to Sky Quarry Inc. on April 22, 2020.

 

The Company directly holds three wholly owned subsidiaries: 2020 Resources LLC (“2020 Utah”), 2020 Resources (Canada) Ltd. (“2020 Canada”) and Foreland Refining Corporation (“Foreland”) as shown below.

The consolidated financial statements include the accounts of Sky Quarry and its subsidiaries.

 

2020 Utah (formerly, US Oil Sands (Utah) LLC and USO (Utah) LLC) was incorporated on November 2, 2017, in the State of Delaware. 2020 Utah is engaged in the exploration and development of oil sands properties using the Company’s proprietary solvent extraction technology. Through 2020 Utah, the Company has a 100% working interest in bitumen leases covering 5,930 acres of land in the PR Spring Uintah basin area of Utah.

 

2020 Canada (formerly, USO (Canada) Ltd.) was incorporated on April 26, 2018, in the Province of Alberta, Canada under the Canada Business Corporations Act. Sky Quarry anticipates future expansion into Canada, which will be facilitated through 2020 Canada.

 

On September 30, 2022, the Company acquired Foreland (formerly, Petro Source Resources) which was incorporated in the State of Texas on May 29, 1998. Foreland is engaged in the refining of heavy oil into diesel and other petroleum products at its Eagle Springs Refinery located near Ely, Nevada.

 

The registration statement for the Company’s Initial Public Offering was declared effective on October 9, 2024. On October 10, 2024, the Company consummated the Initial Public Offering of 1,118,005 common shares priced at $6.00 per share, generating gross proceeds of $6,708,030.

 

Concurrently with the closing of the Initial Public Offering, all 369,331 series B preferred shares were automatically converted to common shares pursuant to the series A preferred certificate of designation which became effective on October 10, 2024, in connection with the NASDAQ listing. On October 7, 2024, the Company and JPMorgan Chase Funding Inc. (“JPM”) entered into an agreement for the redemption of one share of series A preferred stock by JPM pursuant to the series A preferred certificate of designation which became effective on October 10, 2024 in connection with the NASDAQ listing. As such there are no preferred shares outstanding as of December 31, 2024.

 

Following the closing of the IPO on October 10, 2024, an amount of $249,008 from the net proceeds of the sale of the commons shares in the Initial Public Offering was placed in a trust account (“Trust Account”) as a chargeback reserve which may be released in 90 days from the closing of the IPO.

 

Transaction costs of the Initial Public Offering amounted to $1,064,010, consisting of $579,647 of underwriting fee, and $484,363 of other offering costs.

 

We have evaluated our operating segments based on how the financial information is reviewed and utilized by our Chief Operating Decision Maker (“CODM”). After this evaluation, we concluded that we operate as

a single integrated business with a single operating and reportable segment. The CODM reviews the consolidated financial results as a whole, rather than by separate business units, and no separate financial performance evaluations are conducted for different lines of business or geographical regions. As a result, we have concluded that we have one reportable segment.