SEC Form 10-Q filed by Sky Quarry Inc.

11/14/25 5:25:35 PM ET

$SKYQ

Environmental Services

Industrials

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SKY QUARRY INC. - Form 10-Q SEC filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number 001-42296

SKY QUARRY INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1803091
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

707 W. 700 South, Suite 101
Woods Cross, UT	84087
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (424) 394-1090

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	SKYQ	Nasdaq Capital Market

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the previous 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	☒
(Do not check if a smaller reporting		Emerging growth company	☒
company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 13, 2025, there were 24,776,381 shares of common stock, $0.0001 par value, issued and outstanding.

SKY QUARRY INC.

FORM 10 -Q QUARTERLY REPORT

FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of

Operations

Item 3.

Quantitative and Qualitative Disclosure About Market Risks

Item 4.

Controls and Procedures

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

SIGNATURES

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1 Financial Statements

Sky Quarry Inc.

Condensed Consolidated Balance Sheets

As of September 30, 2025 and December 31, 2024 (Unaudited)

		September 30,		December 31,
		2025		2024
ASSETS

Current assets:
Cash	$	362,517	$	385,116
Accounts receivables		204,465		1,123,897
Prepaid expenses and other assets		732,730		339,124
Inventory		1,352,741		3,149,236
Total current assets		2,652,453		4,997,373

Property, plant, and equipment		5,364,916		6,160,318
Oil and gas properties		8,751,917		8,534,967
Restricted cash		818,001		2,929,797
Right-of-use asset		55,613		1,115,785
Goodwill		3,209,003		3,209,003

Total assets	$	20,851,903	$	26,947,243

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	4,433,949	$	4,046,319
Current portion of operating lease liability		57,316		38,422
Current portion of finance lease liability		-		16,120
Warrant liability		338,381		459,067
Lines of credit		1,246,359		1,260,727
Current maturities of notes payable		6,479,157		6,578,017
Total current liabilities		12,555,162		12,398,672

Notes payable, less current maturities, net of debt issuance costs		2,835,820		2,000,560
Operating lease liability, net of current portion		-		77,824
Finance lease Liability, net of current portion		-		971,690
Total liabilities		15,390,982		15,448,746

Commitments and contingencies

Shareholders’ Equity:
Common stock $0.0001 par value: 100,000,000 shares authorized: 22,110,161 and 19,027,208 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		2,348		1,903
Additional paid in capital		38,971,784		35,674,391
Accumulated other comprehensive loss		(212,094)		(209,708)
Accumulated deficit		(33,301,117)		(23,968,089)
Total shareholders’ equity		5,460,921		11,498,497

Total liabilities and shareholders’ equity	$	20,851,903	$	26,947,243

See accompanying Notes to Condensed Consolidated Financial Statements.

Sky Quarry Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

For the Periods Ended September 30, 2025 and 2024

	Three	Three	Nine	Nine
	Months	Months	Months	Months
	Ended September 30,	Ended September 30,	Ended September 30,	Ended September 30,
	2025	2024	2025	2024
Net sales	`$1,336,963`	`$4,846,795`	`$12,211,402`	`$19,174,369`

Cost of goods sold	`2,387,726`	`4,750,839`	`14,105,226`	`18,994,553`
Gross margin	`(1,050,763)`	`95,956`	`(1,893,824)`	`179,816`

Operating expenses:
General and administrative	`1,499,470`	`1,279,636`	`5,053,896`	`3,857,418`
Depreciation and amortization	`2,568`	`1,472`	`7,512`	`4,417`
Total operating expenses	`1,502,038`	`1,281,108`	`5,061,408`	`3,861,835`

Loss from operations	`(2,552,801)`	`(1,185,152)`	`(6,955,232)`	`(3,682,019)`

Other income (expense):
Loss on issuance of private placement	`-`	`(1,935,934)`	`-`	`(1,935,934)`
Interest expense	`(1,059,148)`	`(1,320,115)`	`(2,250,324)`	`(4,773,663)`
Loss on extinguishment of debt	`(19,568)`	`-`	`(76,228)`	`(108,887)`
Gain on warrant valuation	`20,060`	`-`	`120,686`	`-`
Other income (expense)	`(8,553)`	`(4,059)`	`(1,872)`	`1,085`
Loss on disposal of assets	`(170,674)`	`-`	`(170,058)`	`(25,075)`
Other expense, net	`(1,237,883)`	`(3,260,108)`	`(2,377,796)`	`(6,842,474)`

Loss before provision for income taxes	`(3,790,684)`	`(4,445,260)`	`(9,333,028)`	`(10,524,493)`

Provision for income taxes	`-`	`-`	`-`	`-`

Net loss	`(3,790,684)`	`(4,445,260)`	`(9,333,028)`	`(10,524,493)`

Other comprehensive loss
Exchange loss on translation of foreign operations	`964`	`-`	`(711)`	`(8,134)`

Net loss and comprehensive loss	`$(3,789,720)`	`$(4,445,260)`	`$(9,333,739)`	`$(10,532,627)`

Loss per common share
Basic and diluted	`$(0.17)`	`$(0.25)`	`$(0.44)`	`$(0.59)`
Weighted average shares outstanding
Basic and diluted	`22,949,421`	`17,819,356`	`21,274,059`	`17,819,356`

See accompanying Notes to Condensed Consolidated Financial Statements.

Sky Quarry Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

For the Periods Ended September 30, 2025

	Common Stock Outstanding	Common Stock	Additional Paid-in-Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balance January 1, 2025	`19,027,208`	`$1,903`	`$35,674,391`	`$(23,968,089)`	`$(209,708)`	`$11,498,497`

Common shares issued for non-cash consideration	`2,125,382`	`212`	`1,186,384`	`-`	`-`	`1,186,596`
Debt converted to common shares	`108,334`	`11`	`92,073`	`-`	`-`	`92,084`
Share based compensation	`-`	`-`	`78,880`	`-`	`-`	`78,880`
Stock warrants issued	`-`	`-`	`56,660`	`-`	`-`	`56,660`
Other comprehensive income	`-`	`-`	`-`	`-`	`422`	`422`
Net loss	`-`	`-`	`-`	`(3,333,694)`	`-`	`(3,333,694)`
Balance March 31, 2025	`21,260,924`	`2,126`	`37,088,388`	`(27,301,783)`	`(209,286)`	`9,579,445`

Common shares issued for non-cash consideration	`809,237`	`81`	`143,922`	`-`	`-`	`144,003`
Debt converted to common shares	`40,000`	`4`	`100,485`	`-`	`-`	`100,489`
Share based compensation	`-`	`-`	`230,474`	`-`	`-`	`230,474`
Stock warrants issued	`-`	`-`	`21,818`	`-`	`-`	`21,818`
Other comprehensive loss	`-`	`-`	`-`	`-`	`(2,097)`	`(2,097)`
Net loss	`-`	`-`	`-`	`(2,208,650)`	`-`	`(2,208,650)`
Balance June 30, 2025	`22,110,161`	`2,211`	`37,585,087`	`(29,510,433)`	`(211,383)`	`7,865,482`

Common shares issued for non-cash consideration	`1,279,897`	`128`	`481,701`	`-`	`-`	`481,829`
Debt converted to common shares	`93,750`	`9`	`44,991`	`-`	`-`	`45,000`
Share based compensation	`-`	`-`	`237,063`	`-`	`-`	`237,063`
Stock warrants issued	`-`	`-`	`622,942`	`-`	`-`	`622,942`
Other comprehensive loss	`-`	`-`	`-`	`-`	`(711)`	`(711)`
Net loss	`-`	`-`	`-`	`(3,790,684)`	`-`	`(3,790,684)`
Balance September 30, 2025	`23,483,808`	`$2,348`	`$38,971,784`	`$(33,301,117)`	`$(212,094)`	`$5,460,921`

See accompanying Notes to Condensed Consolidated Financial Statements

Sky Quarry Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

For the Periods Ended September 30, 2024

Preferred Stock Outstanding

Preferred Stock

Common Stock Outstanding

Common Stock

Additional Paid-in-Capital

Accumulated Deficit

Accumulated Other Comprehensive Loss

Total

Balance January 1, 2024

246,021

$246

16,323,091

$1,630

$22,527,264

$(9,239,578)

$(201,505)

$13,088,057

Preferred share subscription, less offering costs

79,000

79

-

156,547

-

156,626

Common share subscription, less offering costs

-

7,969

1

9,309

-

9,310

Debt converted to common shares

-

3,802

-

18,246

-

18,247

Share based compensation

-

270,176

-

270,176

Other comprehensive loss

-

(8,134)

Net loss

-

(2,462,545)

-

(2,462,545)

Balance March 31, 2024

325,021

325

16,334,862

1,631

22,981,542

(11,702,123)

(209,639)

11,071,737

Preferred share subscription, less offering costs

44,200

44

-

110,456

-

110,500

Common share subscription, less offering costs

-

51,929

5

122,520

-

122,525

Share based compensation

-

189,792

-

189,792

Stock warrants issued

-

1,261,739

-

1,261,739

Common stock issued on warrant exercise

-

225,400

23

693,423

-

693,446

Other comprehensive loss

-

Net loss

-

(3,562,478)

-

(3,562,478)

Balance June 30, 2024

369,221

369

16,612,191

1,659

25,359,472

(15,264,601)

(209,639)

9,887,261

Stock warrants issued

-

796,205

-

796,205

Share based compensation

-

74,604

-

74,604

Common stock issued on warrant exercise

-

838,123

83

2,371,161

-

2,371,244

Net loss

-

(4,445,260)

-

(4,445,260)

Balance September 30, 2024

369,221

$369

17,450,314

$1,742

$28,601,442

$(19,709,861)

$(209,639)

$8,684,054

See accompanying Notes to Condensed Consolidated Financial Statements.

Sky Quarry Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2025 and 2024

		2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(9,333,028)	$	(10,524,493)
Adjustments to reconcile net loss to cash used in operating activities:
Share based compensation		546,417		534,572
Depreciation and amortization		873,984		589,267
Amortization of debt issuance costs		1,172,292		2,936,408
Amortization of right-of-use asset		80,920		52,455
Gain on revaluation of warrant liabilities		(120,686)		-
Loss on extinguishment of debt		76,228		108,887
Loss (gain) on sale of assets		170,058		25,075
Loss on issuance of warrants		-		1,936,937
Changes in operating assets and liabilities:
Accounts receivable		919,432		1,988,215
Prepaid expenses and other assets		(149,856)		(179,438)
Inventory		1,796,495		(248,762)
Accounts payable and accrued expenses		2,044,026		(1,784,476)
Operating lease liability		(58,930)		(51,393)
Net cash used in operating activities		(1,982,648)		(4,616,746)

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of assets		14,060		-
Purchase of exploration and evaluation assets		(385,356)		(689,992)
Purchase of property, plant, and equipment		(94,295)		(1,209,220)
Net cash used in investing activities		(465,591)		(1,899,212)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds on lines of credit		10,076,552		33,556,317
Payments on lines of credit		(10,090,920)		(34,889,877)
Proceeds from note payable		2,314,980		16,767,738
Payments on note payable		(1,969,382)		(12,216,266)
Payment of debt issuance costs		(15,000)		-
Proceeds from sale of common stock		-		34,025
Debt discount on note payable		-		(1,565,277)
Proceeds on issuance of preferred Stock		-		308,000
Preferred stock offering costs		-		(40,874)
Proceeds on issuance of common stock		-		4,790,597
Common stock offering costs		-		(1,720,619)
Net cash provided by financing activities		316,230		5,023,764

Effect of exchange rate on cash		(2,386)		(8,134)

Increase (decrease) in cash and restricted cash		(2,134,395)		(1,500,328)
Cash and restricted cash, beginning of the period		3,314,913		4,680,836

Cash and restricted cash, end of the period	$	1,180,518	$	3,180,508

See accompanying Notes to Condensed Consolidated Financial Statements.

Sky Quarry Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2025 and 2024

		2025		2024

Supplemental disclosure of cash flow information:

Cash paid for interest	$	685,875	$	2,964,170
Cash paid for taxes	$	14,176	$	16,408

Supplemental disclosure of non-cash investing and financing activities:

Common shares issued for non-cash consideration	$	2,513,838	$	-
Acquisition of right-of-use assets through financing lease	$	-	$	1,022,227
Disposal of right-of-use assets and associated financing lease	$	979,252	$	979,252
Conversion of debt	$	230,985	$	18,247

See accompanying Notes to Condensed Consolidated Financial Statements

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

2.BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Sky Quarry and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

These accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are not audited. Certain information and footnote disclosures that are usually included in the financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been either condensed or omitted in accordance with SEC rules and regulations. The accompanying condensed consolidated financial statements contain all the adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of September 30, 2025 and December 31, 2024, the results of operations for the three and nine months ended September 30, 2025 and 2024, and the cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results for a full-year period. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Significant Accounting Policies

The significant accounting policies were described in Note 1 to the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2024. There have been no changes to these policies during the quarter ended September 30, 2025, that are of significance or potential significant to the Company.

Recently Issued and Adopted Accounting Pronouncements

The Company has reviewed recently issued accounting standard updates and determined that all applicable standards have already been adopted, as disclosed in the Company’s previously filed Annual Report on Form 10-K. Accordingly, there are no new pronouncements requiring adoption in the current interim reporting period.

3.GOING CONCERN

These condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to realize its assets and satisfy its liabilities in the normal course of business for the foreseeable future. Management is aware, in making its going concern assessment, of material uncertainties related to events and conditions that may cast significant doubt upon the Company’s ability to continue as a going concern. As of September 30, 2025, the Company has an accumulated deficit of $33,301,117. During the three and nine months ended September 30, 2025, the Company had negative cash flows from operations of $1,253,247 and negative cash flows of $1,982,648, respectively. The Company has received financing and capital through proceeds from notes payable of $2,314,980 during the nine months ended September 30, 2025.

Without additional financing, the Company does not have sufficient operating cash flows to pay for its expenditures and settle its obligations as they mature. Subsequent to September 30, 2025, there is uncertainty in meeting these obligations. The Company does have to raise additional capital in the form of debt, equity and/or warrant exercise proceeds, or a combination thereof, to fund future capital expenditures, retire maturing debt obligations and any possible acquisitions. The Company’s current

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

plan includes closely monitoring its growth and operating expenses, refinancing its current debt with longer term debt with amortization schedules that decrease monthly debt service obligations. These actions are intended to mitigate the going concern uncertainties and support the Company’s growth plans in commercializing its extraction technology. There is no assurance, however, that the Company will be successful in these efforts.

Management believes that the implementation of its plans will allow the Company to continue as a going concern. Investors are encouraged to review the financial statements and related disclosures for a comprehensive understanding of the Company’s financial position.

The condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption inappropriate. These adjustments could be material.

4.INVENTORY

Inventory consists primarily of raw crude, chemicals and finished goods. Inventory consisted of the following:

	September 30,	December 31,
	2025	2024
Finished goods	$705,995	$2,345,727
Raw crude	426,206	558,700
Chemicals	220,540	244,809
	$1,352,741	$3,149,236

5.MINERAL LEASES

Through its acquisition of 2020 Utah, the Company indirectly acquired certain mineral rights under three mineral leases entitled “Utah State Mineral Lease for Bituminous-Asphaltic Sands” between the State of Utah’s School and Institutional Trust Land Administration (“SITLA”), as lessor, and 2020 Utah, as lessee, covering certain lands in the PR Spring Area largely adjacent to each other (the “SITLA Leases”). The SITLA Mineral Lease consisted of the following and is included in oil and gas properties in the Condensed Consolidated Balance Sheets.

		SITLA
		Mineral
		Lease
Cost
December 31, 2024	$	63,800
Additions		-
September 30, 2025	$	63,800

Accumulated Amortization
September 30, 2025 and December 31, 2024	$	-

Carrying Amounts
September 30, 2025 and December 31, 2024	$	63,800

During the nine months ended September 30, 2025, and year ended December 31, 2024, the Company did not record any amortization of the lease rights as operations have not yet commenced.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company (through its subsidiary) holds mineral leases (or the operating rights under leases) covering approximately 5,880 net acres within the State of Utah. Terms of the SITLA Leases are set forth in the table below.

					Annual	Production
					Advance	Royalty
	Gross		Lease Expiry	Annual	Minimum	Rate
Reference	Acres	Net Acres	Date (1)	Rent (2)	Royalty (3)	(4)
ML-49927	4,319.9	4,319.9	5/31/2025	$ 4,320	$ 43,200	6.5%
ML-51705	1,560.0	1,560.0	1/31/2030	1,560	15,600	8.0%

Total	5,879.9	5,879.9		$ 5,880	$ 58,800

Notes:

1.Leases may be extended past expiry date by continued payment of annual rent and annual advance minimum royalty.

2.Annual rent may be credited against production royalties payable during the year.

3.Annual advance minimum royalty may be credited against production royalties payable during the year.

4.The production royalty is payable on the market price of products produced from the leased substances, without deduction of costs for mining, overhead, labor, distribution or general and administrative activities.

6.PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment is comprised of the following:

		September 30,		December 31,
		2025		2024
Buildings	$	1,575,000	$	1,575,000
Machinery and equipment		6,124,970		6,090,886
Office furniture and equipment		34,401		9,873
		7,734,371		7,675,759
Less: Accumulated depreciation and amortization		(2,369,455)		(1,515,441)
	$	5,364,916	$	6,160,318

Eagle Springs Refinery consists of tanks, buildings, refining processing equipment, shop, lab and equipment. For Eagle Springs Refinery, each class of property, plant and equipment is estimated to have a useful life of 5 years and are being amortized over a straight-line basis.

Depreciation and amortization expense totaled $316,530 and $250,153 for the three months ended September 30, 2025 and 2024, and $873,984 and $589,267 for the nine months ended September 30, 2025 and 2024, respectively.

7.OIL AND GAS PROPERTIES

Oil and gas properties are comprised of the following:

		September 30,	December 31,
		2025	2024
Balance, beginning of period	$	8,534,967	$	7,745,205
Disposal		(252,334)		-
Additions		469,284		789,762
Balance, end of period	$	8,751,917	$	8,534,967

Oil and gas properties, located in the eastern Utah tar sands, includes undeveloped lands, unproved properties, research and development equipment, mining equipment and seismic costs where management has not fully evaluated for technical feasibility and commercial viability.

As of September 30, 2025, the Company holds oil and gas assets representing more than 10% of the total assets, which are primarily the PR Spring facility costs, which includes all direct costs incurred

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

to acquire or construct the assets, including tanks, buildings, extraction processing equipment, shop, lab and equipment. The costs of the PR Spring facility under construction are capitalized as part of oil and gas properties. These costs include direct materials, labor, and overhead attributable to the construction activities. As the facility is not yet operational, depreciation has not commenced. The construction project is classified as "construction in progress" until the PR Spring facility is placed into service. Once the asset is ready for its intended use, depreciation will begin based on its estimated useful life. The Company evaluates oil and gas properties for impairment in accordance with ASC 360-10-35. If indicators of impairment arise, the Company will assess the recoverability of the asset’s carrying value by comparing the asset’s carrying amount to the undiscounted future cash flows expected to be generated by the asset. If impairment is identified, the asset will be written down to its fair value. As of September 30, 2025, the Company has determined that there has been no impairment of the PR Spring facility under construction, as there are no indicators suggesting a decline in the asset's recoverable value. The Company has no proved reserves, and there have been no significant changes in reserves during the reporting period. The capitalized costs related to these oil and gas assets amount to $8,751,917 recorded at full cost, are not being depreciated and amortized as the facility is still under construction. Additions during the nine months ended September 30, 2025 and December 31, 2024, relate to development and construction of the extraction facility at PR Spring. There were no costs associated with well exploration during the periods ended September 30, 2025 or December 31, 2024, respectively. Disposals were $252,334 and $0 in the periods ended September 30, 2025 or December 31, 2024, respectively.

PR Springs has not commenced active extraction of reserves. Consequently, the Company is not required to provide reserve quantities or future cash flow disclosures in accordance with ASC 935-235-50-2. Based on our analysis of the asset group, we have determined that no impairment is necessary as of the reporting date. The carrying amounts of the development-stage extraction facility and related oil and gas properties are fully supported by projected future cash flows, which are derived from reasonable and supportable assumptions regarding commodity prices, expected production rates, and operating costs once the assets are operational. Additionally, no significant adverse changes in the economic environment, regulatory landscape, or project costs have occurred to suggest that the recoverable amount of these assets is less than their carrying value. As such, the assets continue to meet the criteria for capitalization, and no impairment loss has been recognized in accordance with ASC 360-10-35. Further, under ASC 932-360-35-19, the impairment analysis specifically considers the recoverability of costs capitalized for oil and gas properties in the development phase. As these costs are expected to be recoverable through future production, no impairment charge was required as of September 30, 2025 or December 31, 2024.

8.RIGHT-OF-USE ASSET AND LEASE LIABILITY

The Company currently leases office space, which are classified as operating leases, and leases remote camp accommodations which are classified as finance leases under ASC 842.

The components of operating lease expense, associated with the Company’s leasing of office space, consisted of amortization of the right-of-use asset of $58,089 and $52,455 during the nine months ended September 30, 2025 and 2024, respectively, and accretion of the lease liability of $6,411 and $12,045 for the nine months ended September 30, 2025 and 2024, respectively.

The weighted average remaining lease term in years was .67 and 1.67 as of September 30, 2025 and 2024, respectively. The weighted average discount rate as of September, 2025, and 2024, was 10.25%.

Amortization expense on operating leases is included as part of general and administrative expenses on the income statement. The total lease expense recognized on the income statement is the sum of the accretion of the lease liability and amortization expense. This total expense reflects the cost of using the leased asset over the lease term.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table reconciles the undiscounted future cash flows for the next five years and thereafter to the operating lease liabilities recorded within the condensed consolidated balance sheet as of September 30, 2025:

2025 (Remainder)	$22,139
2026	36,898
Total lease payments	59,037
Less: amounts representing interest	(1,721)
Present value of lease liabilities	$57,316

The Company previously leased remote accommodation camps under finance lease agreements. During the third quarter of 2025, the Company terminated its fiancé lease arrangement, and all associated right-of-use assets and lease liabilities were fully derecognized as of September 30, 2025. No termination payments were made in connection with the early termination.

The components of finance lease expense, associated with the Company’s leasing of remote accommodation camps, consisted of amortization of the right-of-use asset of $65,285 and $90,421 during the nine months ended September 30, 2025 and 2024, respectively, and accretion of the lease liability of $2,357 and $11,042 during the nine months ended September 30, 2025 and 2024, respectively.

The weighted average remaining lease term in years was 0 and 1 as of September 30, 2025 and 2024, respectively. The weighted average discount rate as of September 30, 2025, was 10.25%.

Amortization expense on financing leases is included as part of general and administrative expenses on the statement of operations. The total lease expense recognized on the statement of operations is the sum of the accretion of the lease liability and amortization expense. This total expense reflects the cost of using the leased asset over the lease term.

Included in the total lease payments are approximately $36,837 in demobilization costs associated with the decommissioning and removal of the remote accommodation camps at the end of the lease term. These costs have been capitalized as part of the lease liability and right-of-use asset and were recognized over the term of the lease.

9.GOODWILL

Goodwill is derived from the acquisition of Foreland in 2022. Goodwill recognized from the acquisition was $3,209,003.

10.ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

		September 30,		December 31,
		2025		2024
Trade accounts payable	$	2,303,917	$	2,777,698
Accrued expenses		2,074,966		1,220,373
Accrued vacation		55,033		45,859
Sales tax payable		33		2,389
	$	4,433,949	$	4,046,319

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

11.WARRANT LIABILITY

The details of warrant liability transactions for the nine months ended September 30, 2025 and December 31, 2024, are as follows:

		September 30,		December 31,
		2025		2024
Beginning balance	$	459,067	$	-
Fair value upon issuance of warrants		-		1,936,937
Change in fair value		(120,686)		(1,477,870)
Ending balance	$	338,381	$	459,067

On August 27, 2024, as consideration for the reduction of weekly payments to certain lenders during the Company’s Reg A Offering, the Company issued common stock, warrants to purchase (“Purchase Warrant”) up to an aggregate of 625,000 shares of the Company’s common stock (the “Common Warrants”) at $4.50 per share.

The Purchase Warrant provides for a value calculation for the Purchase Warrant using the Black Scholes model in the event of certain fundamental transactions. The fair value calculation provides for a floor on the volatility amount utilized in the value calculation at 100% or greater. The Company has determined this provision introduces leverage to the holders of the Purchase Warrant that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Therefore, pursuant to ASC 815, the Company has classified the Purchase Warrant as a liability in its condensed consolidated balance sheet. The classification of the Purchase Warrant, including whether the Purchase Warrant should be recorded as a liability or as equity, is evaluated at the end of each reporting period with changes in the fair value reported in other income (expense) in the condensed consolidated statements of operations and comprehensive loss. The Purchase Warrant was initially recorded at a fair value at $1,936,937 at the grant date and is re-valued at each reporting date. Upon the issuance of warrants, the fair value of the Purchase Warrant liability was recorded as a loss on debt modification.

During the three and nine months ended September 30, 2025, the Company recognized change in fair value of the warrant liability of $20,060 and $(120,686). As of December 31, 2024, the fair value of the warrant liability was $459,067.

All changes in the fair value of the warrant liabilities are recognized as a change in fair value of warrant liability in the Company’s consolidated statements of operations until they are either exercised or expire.

The warrant liabilities for the Common Warrants were valued using a Black Scholes pricing model with the following weighted average assumptions:

		September 30,	December 31,
		2025	2024
Stock price	$	0.62	$	1.28
Risk-free interest rate		3.74%		4.38%
Expected volatility		165%		85%
Expected life (in years)		3.9		4.4
Expected dividend yield		-		-
Fair value of warrants	$	338,381	$	459,067

12. LINES OF CREDIT

		September 30,	December 31,
		2025	2024
Invoice purchase and security agreement	$	1,246,359	$	743,482
Inventory finance rider		-		517,245
	$	1,246,359	$	1,260,727

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On December 21, 2022, Foreland entered into an Invoice Purchase and Security Agreement (the “IPSA”) and inventory finance rider (the “Rider”) with Alterna Capital Solutions, LLC (“Alterna”). Under the terms of the IPSA, Alterna provides an advance of 85% of the amount of the purchased receivables to Foreland and during the time the receivables remain outstanding, is granted a continuing senior security interest in all assets of Foreland, to the extent and in the amount of the purchased receivables. The Rider provides a standby security for certain letters of credit in place with certain crude oil suppliers to Foreland. The letters of credit are adjusted periodically to correlate with the price and quantities of purchased heavy crude oil. The Agreement is senior secured by the sale-ready and pre-sale petroleum product inventory on hand at Foreland and matures on December 21, 2025. Funds drawn under the agreement accrue interest at a per annum rate equal to the sum of the Wall Street Journal Prime Rate of 7.50% plus 2.25%. In addition, a collateral monitoring fee of 0.17% on outstanding advances made is due monthly. Repayment of advances shall be payable from collection of Foreland accounts receivable, including those accounts arising from the sale of the inventory to its customers.

13.DEBT

Debt consisted of the following:

				Principal		Principal
		Effective		Balance		Balance
Lender /		Interest		September 30,		December 31,
Merchant	Maturity Date	Rate		2025		2024
Libertas #6	December 6, 2024	58%	$	2,393,381	$	2,602,031
Private Lender A	March 2, 2025	20%		1,391,182		1,216,818
Libertas #5	November 29, 2024	58%		1,192,082		1,398,582
Private Lender A	November 24, 2025	30%		1,056,811
LendSpark #3	March 4, 2025	68%		543,150		1,058,744
LendSpark #4	December 4, 2024	68%		409,487		688,468
Libertas #7	January 7, 2025	66%		384,675		591,175
ACMO USOS LLC	March 15, 2021	15%		191,699		191,699
Libertas #4	September 12, 2024	68%		94,549		301,049
USA SBA	March 1, 2026	1%		15,888		44,474
Libertas #8	March 6, 2025	68%		-		190,140
				7,672,904		8,283,180
Less: Unamortized debt issuance costs				(1,255,385)		(1,796,687)
			$	6,417,519	$	6,486,493

As of September 30, 2025, the maturity date of debt is as follows:

Due in less than one year	$	7,672,904
Due in more than one year		-
Less: Unamortized debt issuance costs		(1,255,385)
	$	6,417,519

The past due debt referred to above is owed to Libertas Funding LLC in the amount of $4,064,686 and is owed to LendSpark the amount of $952,637. Provided that neither Libertas nor LendSpark Corporation commence foreclosure proceedings against us, we do not expect any adverse impact on our operations as a result of our past due debt.

The debt terms related to private lenders are as follows:

On September 9, 2025, Foreland entered into a one month forebearance agreement with Lendspark Corporation to forebear foreclosing the debt from August 1, 2025 to August 31, 2025 in exchange for 100,000 shares of SkyQuarry common stock. The expense was recognized as interest in September 2025 with a value of $61,270 based on recent common stock sales for cash of $0.61 per share.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On July 24, 2025, the Company entered into a business loan with KF Business in the amount of $1,000,000. This loan carries a rate of 30% and matures on November 24, 2025 and is secured by all assets of 2020 Resources. As an inducement for advancing the note, the lender was issued 500,000 shares valued at the market price of $0.668 per share in addition to 2,000,000 share purchase warrants, each granting the holder the right to purchase one common share of the company at a price of $0.70 per share for a period of five years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants and shares issued were recorded separately as debt discount and amortized over the term of the debt.

On December 2, 2024, the Company entered into a promissory note for $1,200,000 from private lender A. The note is secured by the 2020 Resources LLC’s Solar Turbines, bears interest at 1.5% per month and matures on March 2, 2025. As an inducement for advancing the note, the lender was issued 1,200,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $0.83 per share for a period of five years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and are being amortized over the term of the debt. The Company also amended previous warrant agreements dated April 6, 2023, June 19, 2024, and August 27, 2024, agreeing to extend the exercise period to five years from the issuance date of the amendment. On April 24, 2025, as an inducement for extending the maturity date to June 2, 2025, the Company agreed to reduce the exercise price of each of the warrants to $0.70 per share and agreeing the default rate of interest of the Note be calculated retroactively to December 2, 2024.

On June 13, 2024, the Company entered into a promissory note for $122,500 from private lender C. The note was unsecured, carries an original issue discount (“OID”) of $22,500, providing the initial purchase price of $100,000 and matured on August 12, 2024. Repayment of the note was to be made on the earlier of (a) sixty days; or (b) the date that the Company receives a minimum of $1,000,000 in funding from sale of convertible notes, sale of equipment, or proceeds from the Warrant Offering. As an inducement for advancing the note, the lender was issued 50,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $4.50 per share for a period of five years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On July 22, 2024, the note was repaid in full.

On June 3, 2024, Foreland entered into a business loan and security agreement with Clearview Funding Group LLC. for a loan in the amount of $105,000. The loan was repaid in 8 equal weekly payments of $17,063 for total repayment of $136,000. The loan is secured by the 2020 Resources Solar Turbine. As an inducement for advancing the note, the lender was issued 100,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $4.50 per share for a period of five years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On July 29, 2024, the note was repaid in full.

On April 30, 2024, Foreland entered into a business loan and security agreement with LendSpark Corporation for a loan in the amount of $1,500,000 (LendSpark #3). The loan is repaid in 44 equal weekly payments of $45,000 for total repayment of $1,980,000. The loan is secured by all of the assets of Foreland. Subsequent to April 30, 2024, as an inducement to a reduction in payment the lender was issued 350,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $4.50 per share for a period of five years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On April 25, 2025, as an inducement to negotiate and enter into a forbearance agreement the amount owing was increased by $42,030.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On August 27, 2024, the Company entered into a promissory note for $1,200,000 from private lender A. The note is secured by the 2020 Resources LLC’s Solar Turbine, bears interest at 10% per month, with a minimum interest of $150,000, and matured on October 14, 2024. Repayment of the note is based on proceeds from the Reg A Offering with distribution of escrow funds of 100 percent (100%) of the outstanding loan amount to private Lender A. As inducement for advancing the note, the lender was issued 750,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $4.50 per share for a period of five years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On October 10, 2024, the note was repaid in full.

On May 16, 2024, Foreland entered into a business loan and security agreement with LendSpark Corporation for a loan in the amount of $900,000 (LendSpark #4). The loan is repaid in 40 equal weekly payments of $30,750 for total repayment of $1,215,000. The loan is secured by all of the assets of Foreland. As an inducement for advancing the note, the lender was issued 100,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $4.50 per share for a period of three years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On April 25, 2025, as an inducement to negotiate and enter into a forbearance agreement the amount owing was increased by $32,108. This forbearance expired August 31, 2025.

On January 23, 2023, the Company entered into a promissory note for $100,000 from private lender B. The note is unsecured, bears interest at 20% per annum and matured on March 23, 2023. As an inducement for advancing the note, the lender was issued 6,667 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $6.00 per share for a period of two years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. The loan has been repaid as of October 24, 2024.

On June 14, 2023, Foreland entered into a business loan and security agreement with LendSpark Corporation for a loan in the amount of $1,500,000 (LendSpark #1). The loan is repaid in 44 equal weekly payments of $45,000 for total repayment of $1,980,000. The loan is secured by all of the assets of Foreland. As of December 31, 2023, there are unamortized debt issuance costs of $5,764. On April 19, 2024, the loan was repaid in full.

On February 21, 2023, the Company entered into a binding term sheet with private lender A for a convertible loan of $1,000,000 to be personally guaranteed and secured by members of the Board and received a deposit of $400,000. During the course of loan document preparation, it was determined that certain terms agreed to in the term sheet could not be completed. On April 6, 2023, the parties amended the terms of the term sheet by way of a debt satisfaction agreement under which the unsecured deposit, plus accrued interest calculated at 20% per annum, would be repaid on or before May 21, 2023, after which amounts unpaid would incur interest at the rate of 30% per annum. As an inducement to enter into the debt satisfaction agreement, the lender was issued 666,667 common share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $2.70 per share for a period of five years from the issuance date. The warrants were classified as equity and the fair value of the warrants was recorded separately as debt discount and amortized over the term of the debt. On July 18, 2024, the loan was repaid in full.

On June 20, 2024, the Company entered into a promissory note for $800,000 from private lender A. The note is secured by the 2020 Resources LLC’s Solar Turbine, bears interest at 10% per month, with a minimum interest of $100,000, and matured on August 20, 2024. Repayment of the note was to be paid from the proceeds of the Warrant Offering with distribution of escrow funds of sixty percent (60%) to private Lender A. As an inducement for advancing the note, the lender was issued 200,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $2.70 per share for a period of five years from the issuance date. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On July 18, 2024, the note was repaid in full.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

LIABILITY FOR SALE OF FUTURE REVENUES

As of September 30, 2025, the Company is party to several agreements related to the sale of future revenues with Libertas Funding, LLC (“Libertas”), a total of five agreements remain outstanding and two agreements have been terminated. The agreements, summarized below, contain substantially the same terms and conditions and grant a continuing security interest in all assets of Foreland, to the extent and in the amount of the purchased receivables.

Interest and discounts related to the agreements are amortized to expense over the estimated term of the agreements, which is anticipated to be between 10 to 12 months from the funding of each agreement. During the nine months ended September 30, 2025, the Company amortized an aggregate of $2,588,173 of discount, respectively, to interest expense. Unamortized interest and discounts in the aggregate is $901,034 as of September 30, 2025. The interest expense is recorded using the effective interest method. Subsequent to September 30, 2024, as an inducement to a reduction in payment the lender was issued 375,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $4.50 per share for a period of five years from the issuance date of the warrant. The warrants were classified as debt and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On December 30, 2024, as further inducement to a reduction in payment, the warrant agreement was amended to reduce the price to $0.83 per share.

On May 16, 2024, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $665,000 of future sales receipts (“Libertas #8”) for gross proceeds of $500,000. Under the agreement, Foreland will make weekly delivery of receivables not less than $15,833 until the amount sold is extinguished. As an inducement for advancing the note, the lender was issued 375,000 share purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $4.50 per share for a period of five years from the issuance date of the warrant. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. On December 30, 2024, as further inducement to a reduction in payment the warrant agreement was amended to reduce the price to $0.83 per share. This amendment was classified as debt and the incremental fair value warrants were recorded to interest expense. As of September 30, 2025, a total of $0, exclusive of debt discounts, remained outstanding.

On February 19, 2024, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $1,386,000 of future sales receipts (“Libertas #7”) for gross proceeds of $1,018,500. Under the agreement, Foreland will make weekly delivery of receivables not less than $30,000 until the amount sold is extinguished. As of September 30, 2025, a total of $384,675, exclusive of debt discounts, remained outstanding.

On January 18, 2024, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $4,224,000 of future sales receipts (“Libertas #6”) for gross proceeds of $3,300,000, of which $884,667 was used to pay off the Libertas September 14, 2023 agreement. Under the agreement, Foreland will make weekly delivery of receivables not less than $91,429 until the amount sold is extinguished. As of September 30, 2025, a total of $2,393,381, exclusive of debt discounts, remained outstanding.

On January 11, 2024, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $1,268,582 of future sales receipts (“Libertas #5”) for gross proceeds of $2,056,916, of which $796,916 and $1,260,000 was used to pay off the Libertas May 17, 2023 and June 30, 2023 agreements respectively. Under the agreement, Foreland will make weekly delivery of receivables not less than $56,988 until the amount sold is extinguished. As of September 30, 2025, a total of $1,192,082, exclusive of debt discounts, remained outstanding.

On October 25, 2023, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $1,731,660 of future sales receipts (“Libertas #4”) for gross proceeds of $1,302,000. Under the agreement, Foreland will make weekly delivery of receivables not less than $37,482 until the amount sold is extinguished. As of September 30, 2025, a total of $95,549, exclusive of debt discounts, remained outstanding.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On September 14, 2023, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $1,463,000 of future sales receipts (“Libertas #2”) for gross proceeds of $1,100,000. Under the agreement, Foreland will make weekly delivery of receivables not less than $31,667 until the amount sold is extinguished. This liability was fully paid during the year ended December 31, 2024.

On June 30, 2023, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $2,520,000 of future sales receipts (“Libertas #3”) with proceeds of $2,000,000 used to pay off Libertas agreement dated January 17, 2023. Under the agreement, Foreland will make weekly delivery of receivables not less than $50,000 until the amount sold is extinguished. This liability was fully paid during the year ended December 31, 2024.

On May 17, 2023, Foreland entered into an agreement of sale of future receivables with Libertas for the sale of $2,560,250 of future sales receipts (“Libertas #1”) for gross proceeds of $1,925,000, of which $575,357 was applied to pay off Libertas agreement dated February 21, 2023. Under the agreement, Foreland will make weekly delivery of receivables not less than $55,417 until the amount sold is extinguished. This liability was fully paid during the year ended December 31, 2024.

During the period ended June 30, 2024, the Company refinanced 3 agreements with Libertas. Management determined that the transaction should be accounted for as a debt extinguishment. Accordingly, the Company recognized a loss on extinguishment related to loan origination fees of $108,887, which is recorded on the statement of operations and comprehensive loss for the period ended September 30, 2024.

As of September 30, 2025, the Company had the following unamortized debt discounts related to the Libertas agreements:

			Gross		Unamortized
Lender	Date Issue		Discount		Discount
Libertas #4	October 25, 2023	$	449,737	$	23,460
Libertas #5	January 11, 2024		575,936		260,768
Libertas #6	January 18, 2024		990,000		523,552
Libertas #7	February 19, 2024		397,500		93,255
Libertas #8	May 16, 2024		175,000		-
		$	2,588,173	$	901,035

On April 19, 2024, Foreland entered into an agreement of sale of future receivables with Parkside Funding for the sale of $552,000 of future sales receipts for gross proceeds of $400,000. Under the agreement, Foreland will make weekly delivery of receivables not less than $27,600 until the amount sold is extinguished. This liability was fully paid during the year ended December 31, 2024.

On April 19, 2024, Foreland entered into an agreement of sale of future receivables with UFS West for the sale of $552,000 of future sales receipts for gross proceeds of $400,000. Under the agreement, Foreland will make weekly delivery of receivables not less than $27,600 until the amount sold is extinguished. This liability was fully paid during the year ended December 31, 2024.

Mandatorily redeemable preferred stock:

				Principal		Principal
		Effective		Balance		Balance
	Maturity	Interest		September 30,		December 31,
Lender / Merchant	Date	Rate		2025		2024
Private Lender F	October 2, 2030	10%		179,500		-
Private Lender F	October 2, 2030	10%		117,500		-
				297,000		-
Less: Unamortized debt issuance costs				(18,412)		-
			$	278,588	$	-

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of September 30, 2025, the maturity date of the mandatorily redeemable preferred shares is as follows:

Due in less than one year	$	-
Due in more than one year		297,000
Less: Unamortized debt issuance costs		(18,412)
	$	278,588

On July 22, 2025, Foreland received $159,211 (net of fees) in funding from issuance of preferred shares in Foreland Refinery of $179,500. The company issued 1,795 of preferred shares in Foreland Refining valued at the market price of $100 per share which are automatically redeemed after five years. This agreement has a term of 5 years, with interest/dividends accrued annually at a rate of 10%. The preferred shares are classified as notes payable on the balance sheet as of September 30, 2025.

On August 7, 2025, Foreland received $103,856 (net of fees) in funding from issuance of preferred shares in Foreland Refinery of $117,500. The company issued 1,175of preferred shares in Foreland Refining valued at the market price of $100 per share which are automatically redeemed after five years. This agreement has a term of 5 years, with interest/dividends accrued annually at a rate of 10%. The preferred classified as notes payable on the balance sheet as of September 30, 2025.

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 its Preferred Stock pursuant to the terms of the Reg CF Offering.

Pursuant to the terms of the Reg CF Offering, Foreland is offering up to $1,235,000 of its Preferred Stock at a price of $100.00 per share. The material terms of the Preferred Stock are set forth below:

The Preferred Stock carries an annual dividend payment of ten percent (10%) (“Preferred Dividend”). The dividend on the Preferred Stock shall accrue, beginning from the date of issuance. Preferred Dividends shall be computed on the basis of the actual number of days elapsed and a 365-day year. The Preferred Dividends shall accrue and be paid to the holder of the Preferred Stock within fifteen (15) days of the end of each calendar year. The Preferred Stock will be senior preferred equity of Foreland and contain customary provisions restricting the payment of dividends on, and the repurchase of, junior and pari passu equity at any time when all Preferred Dividends on the Preferred Stock have not been paid in full in cash.

The Preferred Stock is not convertible into shares of Foreland’s common stock and does not have any voting rights.

Holders of the Preferred Stock shall receive a royalty of $0.75 (for every $1 million of Preferred Stock, prorated for lesser amounts) per barrel of crude oil refined and sold by Foreland at all times while the Preferred Stock is outstanding (“Royalty Payment”). The Royalty Payment shall be paid to the holders of the Preferred Stock within thirty (30) days of Foreland’s annual financial statements being audited and filed with the SEC as part of its parent company’s, Sky Quarry Inc. (“Sky Quarry” or “Parent Company”), obligations to file a Form 10-K with the SEC (“Royalty Payment Date”). The amount of the annual Royalty Payment shall not exceed an aggregate return of more than twenty-five percent (25%) per annum to the holders of the Preferred Stock, inclusive of the annual 10% Preferred Dividend.

The Preferred Stock shall be redeemed by Foreland on the date that is five (5) years after the date of issuance (“Automatic Redemption Date”) at a price equal to the liquidation preference. If the Preferred Stock is redeemed prior to the Automatic Redemption Date between the date of issuance and the date that is: (i) thirty-six (36) months thereafter, the Preferred Stock may be redeemed by Foreland in whole or in part in its sole discretion at a price equal to 110% of the liquidation

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

preference; (ii) between thirty-six (36) months and forty-eight (48) months after the issuance of the Preferred Stock, the Preferred Stock may be redeemed by Foreland in whole or in part in its sole discretion at a price equal to 105% of the liquidation preference; or (iii) between forty-eight (48) months after the issuance of the Preferred Stock and the Automatic Redemption Date, the Preferred Stock may be redeemed by Foreland in whole or in part in its sole discretion at a price equal to 103% of the liquidation preference. If the Preferred Stock is redeemed prior to the Automatic Redemption Date, the holder of the Preferred Stock shall be entitled to their Royalty Payment through the date of redemption.

14. CONVERTIBLE DEBENTURES

			Principal Due		Principal Due
		Interest	September 30,		December 31,
Lender	Maturity Date	Rate	2025		2024
Private Lender C	November 24, 2026	9%	$	2,095,882	$	2,092,084
Private Lender D	July 16, 2025	5%		61,637		-
Private Lender E	August 31, 2027	12%		176,842		-
Private Lender E	May 22, 2027	12%		156,570
Private Lender E	July 21, 2027	12%		127,939
			$	2,618,870	$	2,092,084

On November 24, 2023, the Company issued a promissory note in the amount of $2,000,000, convertible at the election of the holder into shares of common stock at an exercise price of $1.60 per share prior to the reverse split and $4.80 post reverse split, with a maturity date of November 24, 2026. The note has a term of thirty-six months and bears interest at a rate of 9% per annum payable semi-annually, with any outstanding interest and principal due on maturity. On April 30, 2024, the note holder elected to convert the accumulated interest as of December 31, 2023 totaling $18,247 to 3,802 shares of common stock. On June 30, 2024, elected to convert the accumulated interest totaling $89,260 to 18,596 shares of common stock. On March 16, 2025, elected to convert the accumulated interest totaling $92,073 to 108,334 shares of common stock. On September 9, 2025, the holder elected to convert the accumulated interest totaling $45,000 to 93,750 shares of common stock.

On April 16, 2025, the Company issued a promissory note in the amount of $100,000, convertible at the election of the holder into shares of common stock at an exercise price of eighty percent (80%) of the lowest trading price of the common stock during the ten (10) consecutive trading days including and immediately preceding the conversion date, subject to a floor price of $0.40 per share in replacement of current debt. On May 5, 2025, the note holder elected to convert debt in the amount of $79,197 and the accumulated interest as of May 5, 2025, totaling $21,292 into 40,000 shares of common stock.

On May 22, 2025, the Company entered into a promissory note for $150,000 from private lender E. The note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of May 22, 2027. As consideration for advancing the note, the lender was issued warrants to purchase up to 60,000 shares of common stock at a price of $1.25 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $1.25 per

On July 21, 2025, the Company entered into a promissory note for $125,000 from private lender E. This note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of July 21, 2027. As consideration for advancing the note, the lender was issued 50,000 warrants with each warrant granting the holder the right to purchase one common share of the Company at a price of $0.63 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as a debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $0.63 per share.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On August 29, 2025, the Company entered into a promissory note for $175,000 from private lender E. This note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of August 29, 2027. As consideration for advancing the note, the lender was issued 70,000 shares purchase warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $0.48 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as a debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $0.48 per share.

15.INCOME TAXES

As of September 30, 2025, the Company had U.S. federal net operating loss carryforwards.

The Company considered all positive and negative evidence. Given the caution of Subtopic 30-21 regarding the difficulty in forming a conclusion that a valuation allowance is not needed in the case of cumulative losses, it is the Company’s conclusion that it is more likely than not that the Company’s existing deferred tax assets in the U.S. will not be realized and that a valuation allowance is necessary as of September 30, 2025. Accordingly, the Company has recorded a full valuation allowance of in the U.S. The Company has evaluated all of the negative and positive evidence as of September 30, 2025, and concludes that due to the Company being in a 3-year cumulative loss position, it is more likely than not that the net Canadian deferred tax assets will be not realized. As such, the Company has recorded and maintained a full valuation allowance in Canada.

The Company has not performed a Section 382 study to determine whether it had experienced a change in ownership and, if so, whether the tax attributes (net operating losses or credits) were impaired. Under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize net operating loss or other tax attributes, such as research tax credits, in any taxable year may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if there is a cumulative increase of more than 50 percentage points in the stock ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock within a specified testing period. Similar rules may apply under state tax laws.

As of September 30, 2025, and December 31, 2024, the Company does not have any unrecognized tax benefits. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2025 and December 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions.

16.NET LOSS PER COMMON SHARE

Net loss per common share is computed based on the weighted average number of common shares outstanding and, when appropriate, dilutive potential common stock outstanding during the period. Stock options, convertible preferred stock and warrants are considered to be potential common stock. The computation of diluted net loss per common share does not assume exercise or conversion of securities that would have an anti-dilutive effect.

Basic net loss per common share is the amount of net loss for the period available to each weighted average share of common stock outstanding during the reporting period. Diluted net loss per common share is the amount of net loss for the period available to each weighted average share of common stock outstanding during the reporting period and to each share of potential common stock outstanding during the period, unless inclusion of potential common stock would have an anti-dilutive effect.

All outstanding options, warrants and convertible preferred stock for common shares are not included in the computation of diluted net loss per common share because they are anti-dilutive, which for the nine months ended September 30, 2025 and 2024, totaled 8,415,541 and 7,062,242, respectively.

17.EQUITY

During the three and nine months ended September 30, 2025, the Company issued 1,279,897 and 4,214,516 shares of common stock for non-cash payments of accounts payable of $481,829 and

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

$1,812,428, respectively. During the three and nine months ended September 30, 2025, issued 93,750 and 242,084 shares of common stock, for conversion of debt, amounting to $45,000 and $237,549, net of offering costs of $0, respectively.

During the three and nine months ended September 30, 2024, the Company issued 838,123 and 1,123,421 shares of common stock, respectively, for acceptance of share subscriptions and conversion of debt, amounting to $2,371,245 and $3,206,711, net of offering costs of $1,399,765 and $1,720,619, respectively.

During the three and nine months ended September 30, 2024, the Company issued 0 and 123,200 shares of series B preferred stock, respectively, for acceptance of share subscriptions amounting to $0 and $267,126, net of offering costs of $0 and $40,874, respectively. There were no issuance of series B preferred stock for the three and nine months ended September 30, 2025.

For the three and nine months ended September 30, 2025, the Company incurred equity issuance costs of $0. For the three and nine months ended September 30, 2024, the Company incurred equity issuance costs of $1,399,765 and $1,761,493, respectively. These costs consisted of legal, marketing, accounting, printing, administration, broker-dealer, escrow and filing fees directly related to their respective offerings.

On June 14, 2024, the SEC qualified an offering of securities submitted by the Company under Regulation A (the “2024 Reg A Offering”). Under the 2024 Reg A Offering, the Company proposed to sell up to 3,333,333 shares (“Shares”) at a price of $6.00 per Share, and up to 4,852,224 shares of common stock underlying warrants (“Warrant”) issued in the Company’s 2021 Reg A Offering, exercisable at a price of $4.50 per Warrant.

On September 29, 2021, the SEC qualified an offering of securities submitted by the Company under Regulation A (the “2021 Reg A Offering”). Under the 2021 Reg A Offering, the Company proposed to sell up to 5 million units (“Units”) at a price of $3.75 per Unit (as adjusted for the Company’s 1 for 3 reverse split completed in April 2024). Each Unit was comprised of one share of common stock (an “Offering Share”) and one warrant to purchase an additional share (an “Offering Warrant”) at an exercise price of $7.50 per share for a period of three years from the date of issuance of the warrant. The Company reserved from treasury a maximum of 5,000,000 Shares issuable under the 2021 Reg A Offering, assuming full subscription, and a maximum of 1,666,667 shares issuable on exercise of the Offering Warrants (“Warrant Shares”) issued in connection with the 2021 Reg A Offering, assuming full subscription and full exercise. The Company did not issue Unit certificates but instead issued Offering Shares and Offering Warrants in the number of Units subscribed for to subscribers under the 2021 Reg A Offering. The Reg A Offering closed on September 29, 2022, with total gross proceeds of $18,195,838.

The table below sets forth the shares reserved as of September 30, 2025, by the Company for future potential issuance.

	Maximum Issuable
Company Stock Option Plan	4,000,000

Common Share Purchase Warrants issued	6,451,927
Shares issuable on exercise of outstanding Offering Warrants issued under the Reg A Offering	609,628
Shares issuable on exercise of outstanding Brokers Warrants issued under the Reg A Offering	48,522
Reservation for conversion of maximum issuable common shares	3,333,333
Shares issuable on exercise of outstanding Brokers Warrants issued under the Reg A Offering	25,714
Reservation for convertible note	566,667
TOTAL SHARES RESERVED FOR ISSUANCE	15,035,791

On June 14, 2024, the Company entered into an engagement agreement with Digital Offering, LLC to provide broker-dealer services in connection with the 2024 Reg A Offering. Under the terms of the engagement letter, the Company will issue a warrant to purchase one share of the Company’s

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

common stock (an “Agent Warrant”) equal to 2.30% of the total Shares sold to investors under the offering at an exercise price of $7.50 per share and subject to transfer, lock-up and exercise restrictions as set forth in Rule 5110 of the Financial Industry Regulatory Authority, Inc (“FINRA”), as applicable. The 2024 Reg A Offering closed on October 9, 2024, and 25,714 Agent Warrants were issued to Digital Offering, LLC in connection with its services under the 2024 Reg A Offering.

As of September 30, 2025, the Company had a total of 6,970,531 warrants issued and outstanding each to purchase one share of common stock, exercisable at a range from $0.48 to $7.50 per share for cash and a range length of time to exercise from 0.8 to 5 years. There were 7,975,499 warrants to purchase common stock outstanding as of December 31, 2024.

On July 24, 2025, Foreland issued a secured promissory note in the principal amount of $1,000,000 (“Note”) to KF Business Ventures, LP (“KFBV”). In connection with the issuance of the Note, the Company will issue: (i) five hundred thousand (500,000) shares of common stock to KFBV, and (ii) warrants to purchase up to 2,000,000 shares of common stock at an exercise price of $0.70 per share for a period of five years from the note issuance date as an additional incentive to enter into the Note with Foreland. The Note bears interest at a rate of thirty percent (30%) per annum and matures on November 24, 2025. As security for the Note, the wholly-owned subsidiary, 2020 Resources LLC (“2020 Resources”), entered into a security agreement (“Security Agreement”) with KFBV on July 24, 2025 and the Company and 2020 Resources entered into a guaranty agreement (“Guaranty Agreement”) with KFBV Additionally, the Company agreed to extend the term of all previous warrants issued to KFBV until July 24, 2029.

On August 29, 2025, the Company entered into a promissory note for $175,000 from private lender E. This note is unsecured, bears interest at a rate of 12% per annum, with a maturity date of August 29, 2027. As consideration for advancing the note, the lender was issued 70,000 warrants, each warrant granting the holder the right to purchase one common share of the Company at a price of $0.48 per share for a period of two years from the date of issuance. The warrants were classified as equity and the fair value of the warrants were recorded separately as a debt discount and amortized over the term of the debt. The promissory note can be converted into common stock of the Company at the holder’s option at a price of $0.48 per share.

18.STOCK OPTION PLAN AND RESTRICTED SHARE AWARDS

On March 27, 2020, the Company adopted an incentive stock option plan (the “Plan”). The Plan allows the Board of Directors of the Company to grant options to acquire shares of common stock of the Company to directors, officers, key employees and consultants. The option price, term and vesting periods are determined at the discretion of the Board of Directors, subject to certain restrictions as required by the policies of Section 422 of the Internal Revenue Code. The Plan is a fixed number plan with a maximum of 1,666,667 shares of common stock reserved for issuance under the Plan.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On September 7, 2024, the Company’s board of directors approved, subject to stockholder approval, an amendment to the 2020 Stock Plan to increase the number of shares of common stock of the Corporation available for grant under the plan from 1,666,666 (as adjusted for the 1 for 3 reverse split) to 4,000,000, which the board of directors re-approved on September 2, 2025.

The table below sets forth share options outstanding as of September 30, 2025.

Grant	Options	Exercise
Date	Outstanding	Price	Expiration	Vesting
				Equally over 3 years
September 1,			August	commencing on first
2022	191,669	$ 2.70	31, 2027	anniversary of grant date
				Equally over 3 years
October 5,			October 14,	commencing on first
2023	406,425	4.80	2028	anniversary of grant date
				31,112 vest immediately,
				remaining vest equally over 3
November 1,			October 31,	years commencing on first
2023	83,334	4.80	2028	anniversary of grant date
				Equally over 3 years
November 22,			November	commencing on first
2024	66,667	1.47	23, 2027	anniversary of grant date

During the nine months ended September 30, 2025 and 2024, the Company recorded share-based compensation expense of $546,417 and $534,572, respectively. During the three months ended September 30, 2025 and 2024, the Company recorded share-based compensation expense of $237,063 and $74,604, respectively.

As of September 30, 2025, the Company had $313,061 of unrecognized share-based compensation costs related to non-vested awards that will be recognized over a weighted average period of 3 years. As of September 30, 2025, 573,225 options have vested, and are exercisable. The options issued during 2022 vest equally over 3 years commencing on the first anniversary of the grant date. Of the options issued during 2023, 31,112 vested immediately on grant date, with the remaining options vesting equally over 3 years commencing on the first anniversary of the grant date.

The following sets forth the outstanding common share options and related activity for the period ended September 30, 2025:

		Weighted Average
	Number of	Exercise Price
	Options	Per Share
Outstanding as of December 31, 2024	932,453	$ 3.80
Granted	-	-
Exercised	-	-
Forfeited	(184,358)	$3.53
Outstanding as of September 30, 2025	748,095	$ 3.62

During the nine months ended September 30, 2025, the Company awarded 616,668 shares to certain employees and consultants for services. The shares vest over a one year period, and had an aggregate fair value of $627,169 based on the closing price of the Company’s common stock at the grant date. During the three and nine months ended September 30, 2025 the Company recognized share-based compensation expense of $158,183 and $308,172, respectively, and expects to recognize an additional $318,997 of expense assuming all shares vest through June 2026.

19.RELATED PARTY TRANSACTIONS

Related party transactions in these consolidated financial statements are as follows:

On September 16, 2020, the Company issued a promissory note to JPMorgan, in the amount of $450,000. Portions of the note were converted from time to time into Shares until paid in full.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

JPMorgan is a related party as a significant shareholder holding directly and indirectly, as of September 30, 2025, 2,249,882 common shares (9.58%), and 25,000 common share purchase warrants.

On June 21, 2021, stockholders of the Company unanimously consented to terminate a Stockholders Agreement entered into by all of the stockholders and the Company on September 24, 2020, and approved a governance agreement (the “JPM Agreement”) between the Company and JPMorgan, which grants to JPMorgan the following rights:

·a consent right with respect to certain business transaction matters, including: (a) material changes to the nature of the Company’s business, (b) a grant of certain stock options or restricted stock, (c) the Company’s entry into certain employment or compensation agreements, (d) the incurrence by the Company of more than $500,000 of debt, (e) the Company’s entry into a related party agreement, (f) a sale transaction, (g) a loan by the Company in excess of $500,000, (h) settlement of a lawsuit or other dispute in excess of $500,000 or (i) any investment by the Company in excess of $500,000;

·Board of Director observation rights;

·the right to receive certain quarterly and annual financial statements of the Company; and

·certain inspection rights so long as JPMorgan owns at least 10% of the Company’s outstanding shares of common stock.

·The JPM Agreement terminated immediately upon the listing of the company’s common stock on the Nasdaq stock market in October 2024.

On July 9, 2025, 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”).

Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Varie, and Varie is obligated to purchase, up to $8.125 million of Common Stock. Sales of Common Stock by the Company, if any, will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the 24-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that a registration statement covering the resale of the shares of Common Stock that may be issued under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus in connection therewith is filed (such date on which all of such conditions are satisfied, the “Commencement Date”).

After the Commencement Date, under the Purchase Agreement, the Company may direct Varie to purchase up to 40,000 shares of Common Stock on such business day (each, a “Regular Purchase”), provided, however, that (i) the Regular Purchase may be increased to up to 60,000 shares, provided that the closing sale price of the Common Stock is not below $0.80 on the purchase date; (ii) the Regular Purchase may be increased to up to 80,000 shares, provided that the closing sale price of the Common Stock is not below $1.00 on the purchase date; and (iii) the Regular Purchase may be increased to up to 100,000 shares, provided that the closing sale price of the Common Stock is not below $2.00 on the purchase date (all of which share and dollar amounts shall be appropriately proportionately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction as provided in the Purchase Agreement). In each case, Varie’s maximum commitment in any single Regular Purchase may not exceed $300,000. The purchase price per share (“Purchase Price”) means, with respect to any Regular Purchase made, ninety-seven percent (97%) of the lower of: (i) the lowest sale price on the applicable purchase date for such Regular Purchase and (ii) the arithmetic average of the three (3) lowest closing sale prices for the Common Stock

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

during the ten (10) consecutive business days ending on the business day immediately preceding such purchase date for such Regular Purchase (in each case, to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date of the Purchase Agreement). Notwithstanding the foregoing, the Purchase Price shall not be less than $0.62 per share.

Varie has no right to require the Company to sell any shares of Common Stock to Varie, but Varie is obligated to make purchases as the Company directs, subject to certain conditions. In all instances, the Company may not sell shares of its Common Stock to Varie under the Purchase Agreement if it would result in Varie beneficially owning more than 9.99% of its Common Stock. There are no upper limits on the price per share that Varie must pay for shares of Common Stock.

As consideration for its commitment to purchase shares of Common Stock under the Purchase Agreement, the Company issued to Varie 366,260 shares of Common Stock and may issue to Varie up to an additional 183,131 shares of Common Stock (the “Additional Commitment Shares”) in connection with additional purchases of Common Stock by Varie and in an amount of Additional Commitment Shares as calculated pursuant to the Purchase Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty.

Actual sales of shares of Common Stock to Varie will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. Varie has covenanted not to cause or engage in, in any manner whatsoever, any direct or indirect short selling or hedging of the Common Stock.

The Company has agreed to pay Varie $12,000 per month commencing on the Commencement Date and continuing during the term of the Purchase Agreement, provided Regular Purchases may be made during any such month.

For the three and nine months ended September 30, 2025, the Company paid sitting and committee fees of $100,430 and $262,025.

During the nine months ended September 30, 2025, the Company granted shares of its common stock to non-employee directors. These directors are considered related parties under ASC 850 due to their governance positions with the Company.

On December 31, 2024, the Company issued an aggregate of 83,334 shares of restricted common stock to its non-employee directors under the 2020 Stock Plan. The shares were granted as part of routine board compensation. The restricted shares are subject to vesting over a twelve-month period, and the fair value was determined based on the market price of the Company’s common stock on the date of grant. The aggregate grant-date fair value of the shares awarded to directors was $95,834 which will be recognized over the applicable vesting period, in accordance with ASC 718.

On January 10, 2025, the Company issued an aggregate of 83,334 shares of restricted common stock to its non-employee directors under the 2020 Stock Plan. The shares were granted as part of routine board compensation. The restricted shares are subject to vesting over a twelve-month period, and the fair value was determined based on the market price of the Company’s common stock on the date of grant. The aggregate grant-date fair value of the shares awarded to directors was $115,826, which will be recognized over the applicable vesting period, in accordance with ASC 718.

On February 28, 2025, the Company issued an aggregate of 83,334 shares of restricted common stock to its non-employee directors under the 2020 Stock Plan. The shares were granted as part of routine board compensation. The restricted shares are subject to vesting over a twelve-month period, and the fair value was determined based on the market price of the Company’s common stock on the date of grant. The aggregate grant-date fair value of the shares awarded to directors was $59,996, which will be recognized over the applicable vesting period, in accordance with ASC 718.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

On May 22, 2025, the Company issued an aggregate of 450,000 shares of restricted common stock to its non-employee directors under the 2020 Stock Plan. The shares were granted as part of routine board compensation. The restricted shares are subject to vesting over a twelve-month period, and the fair value was determined based on the market price of the Company's common stock on the date of grant. The aggregate grant-date fair value of the shares awarded to directors was $432,990, which will be recognized over the applicable vesting period, in accordance with ASC 718. As of September 30, 2025, a total of 378,473 unvested restricted shares remain outstanding and are scheduled to vest over ten months.

20.DISAGGREGATED REVENUE

Revenue consisted of the following refined product types sold domestically in the Southwest USA region for the three and nine months ended September 30:

	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Diesel	$328,729	$	1,992,239	$	3,911,820	$	7,311,109
Liquid Asphalt	757,664		1,360,534		4,880,933		5,533,302
VGO	197,671		1,233,791		3,128,448		4,708,459
Naphtha	38,822		260,231		235,035		1,600,825
Other	14,077		-		55,166		20,674
	$1,336,963	$	4,846,795	$	12,211,402	$	19,174,369

The Company refines crude oil to produce several key products, including Diesel, Liquid Asphalt, Vacuum Gas Oil (VGO), and Naphtha, each with distinct industrial applications. Diesel is used primarily in transportation and industrial sectors, while Liquid Asphalt is essential for road construction and roofing. VGO serves as an intermediate product for further refining, and Naphtha is used as a feedstock for gasoline production and petrochemicals.

21.DISAGGREGATED EXPENSES

Cost of sales consisted of the following for the three and nine months ended September 30:

		Three		Three		Nine		Nine
		Months		Months		Months		Months
		Ended		Ended		Ended		Ended
		September 30,		September 30,		September 30,		September 30,
		2025		2024		2025		2024
Crude Oil	$	1,194,132	$	2,578,024	$	8,707,452	$	13,478,422
Fuels and chemicals		327,623		7,530		1,139,356		23,803
Freight out		73,323		379,931		1,262,592		1,936,407
Freight in		89,259		112,376		912,974		696,786
Salary and wages		314,442		552,070		944,082		1,208,851
Depreciation and amortization		313,963		937,173		866,473		1,174,117
Repairs and maintenance		52,880		22,156		212,520		229,887
Other		22,104		161,579		59,777		246,280
	$	2,387,726	$	4,750,839	$	14,105,226	$	18,994,553

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

General and administrative expenses consisted of the following for the three and nine months ended September 30:

	Three	Three	Nine	Nine
	Months	Months	Months	Months
	Ended	Ended	Ended	Ended
	September 30,	September 30,	September 30,	September 30,
	2025	2024	2025	2025
Professional fees	`542,411`	`382,688`	`2,006,484`	`920,378`
Executive compensation	`661,214`	`549,061`	`2,067,905`	`1,692,269`
Insurance	`171,507`	`150,516`	`495,200`	`479,600`
Travel	`706`	`27,252`	`104,854`	`158,748`
Lease and utilities	`50,052`	`113,590`	`164,662`	`200,090`
Other	`26,029`	`9,795`	`86,917`	`154,244`
Bank charges	`11,189`	`11,840`	`18,113`	`136,477`
Licenses	`(11,987)`	`13,384`	`3,178`	`36,068`
Auto	`48,349`	`21,510`	`106,583`	`79,544`
	`1,499,470`	`1,279,636`	`5,053,896`	`3,857,418`

Professional fees included the following for the three and nine months ended September 30:

	Three Months	Three Months	Nine Months	Nine Months
	September 30,	September 30,	September 30,	September 30,
	2025	2024	2025	2024
Business development	`300,506`	`119,237`	1,303,070	`216,636`
Auditor	`103,072`	`10,730`	340,046	`233,885`
Legal	`75,033`	`109,624`	158,136	`149,717`
Membership and subscriptions	`47,386`	`(15,906)`	108,443	`56,299`
Investor relations	`17,262`	`98,725`	38,004	`161,363`
Tax	`(553)`	`10,321`	29,464	`10,320`
Environmental	`7,478`	`69,141`	29,321	`71,145`
Other	`(7,773)`	`(19,184)`	-	`21,013`
	`542,411`	`382,688`	2,006,484	`920,378`

22.SEGMENT REPORTING

The Company has one reportable segment: refined crude oil. The Company refines crude oil to produce several key products, including Diesel, Liquid Asphalt, Vacuum Gas Oil (VGO), and Naphtha, each with distinct industrial applications. Diesel is used primarily in transportation and industrial sectors, while Liquid Asphalt is essential for road construction and roofing. VGO serves as an intermediate product for further refining, and Naphtha is used as a feedstock for gasoline production and petrochemicals.

The Company’s chief operating decision maker is the chief executive officer. The chief decision maker uses gross profit to evaluate income generated from segment assets in deciding whether to reinvest profits into the refined crude oil segment or into other parts of the entity.

The Company is in the process of developing a second segment, 2020 Resources LLC PR Spring facility, which currently is not generating revenues. There continues to be associated development costs which are being capitalized, with a plan to be completed in the summer 2026.

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following presents selected financial information with respect to our single reportable segment for the three and nine months ended September 30:

	Three	Three	Nine	Nine
	Months	Months	Months	Months
	Ended September 30,	Ended September 30,	Ended September 30,	Ended September 30,
	2025	2024	2025	2024
Net sales	`$1,336,963`	`$4,846,795`	`$12,211,402`	`$19,174,369`

Cost of goods sold	`2,387,726`	`4,750,839`	`14,105,226`	`18,994,553`
Gross margin	`(1,050,763)`	`95,956`	`(1,893,824)`	`179,816`

Operating expenses:
General and administrative	`1,499,470`	`1,279,636`	`5,053,896`	`3,857,418`
Depreciation and amortization	`2,568`	`1,472`	`7,512`	`4,417`
Total operating expenses	`1,502,038`	`1,281,108`	`5,061,408`	`3,861,835`

Loss from operations	`(2,552,801)`	`(1,185,152)`	`(6,955,232)`	`(3,682,019)`

Other income (expense):
Loss on issuance of private placement	`-`	`(1,935,934)`	`-`	`(1,935,934)`
Interest expense	`(1,059,148)`	`(1,320,115)`	`(2,250,324)`	`(4,773,663)`
Loss on extinguishment of debt	`(19,568)`	`-`	`(76,228)`	`(108,887)`
Gain on warrant valuation	`20,060`	`-`	`120,686`	`-`
Other income (expense)	`(8,553)`	`(4,059)`	`(1,872)`	`1,085`
Loss on disposal of assets	`(170,674)`	`-`	`(170,058)`	`(25,075)`
Other expense, net	`(1,237,883)`	`(3,260,108)`	`(2,377,796)`	`(6,842,474)`

Loss before provision for income taxes	`(3,790,684)`	`(4,445,260)`	`(9,333,028)`	`(10,524,493)`

Provision for income taxes	`-`	`-`	`-`	`-`

Net loss	`(3,790,684)`	`(4,445,260)`	`(9,333,028)`	`(10,524,493)`

Other comprehensive loss
Exchange loss on translation of foreign operations	`964`	`-`	`(711)`	`(8,134)`

Net loss and comprehensive loss	`$(3,789,720)`	`$(4,445,260)`	`$(9,333,739)`	`$(10,532,627)`

Loss per common share
Basic and diluted	`$(0.17)`	`$(0.25)`	`$(0.44)`	`$(0.59)`
Weighted average shares outstanding
Basic and diluted	`22,949,421`	`17,819,356`	`21,274,059`	`17,819,356`

The segmented assets as of September 30, 2025 are as follows:

Foreland

Refining

2020

Resource

LLC

Total

Total Assets

$10,083,593

$10,768,310

$20,851,903

The segmented assets as of December 31, 2024 are as follows:

Foreland

Refining

2020

Resource

LLC

Total

Total Assets

$15,065,555

$11,881,688

$26,947,243

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

23.COMMITMENTS AND CONTINGENCIES

As of September 30, 2025, the Company has the following commitments for two leased land rights of way rentals in Nye County, Nevada, totaling approximately 40 acres:

	Acres	Expiration	Annual Fee
Right-of-Way Grant N-41035	19.66	2054-12-31	`$2,850`
Right-of-Way Grant N-42414	20.32	2044-12-31	`1,129`
			`$3,979`

24.SUBSEQUENT EVENTS

Management performed a review and determined that, except as disclosed elsewhere herein and below, no material events occurred subsequent to September 30, 2025 through November 14,, 2025, the date of presentation of these financial statements.

On October 1, 2025, Foreland received $107,120 (net of fees) in funding from issuance of preferred shares in Foreland Refinery of $118,200. The company issued 1,182 of preferred shares in Foreland Refining valued at the market price of $100 per share which are automatically redeemed after five years. This agreement has a term of 5 years, with interest/dividends accrued annually at a rate of 10%. The preferred shares are classified as notes payable on the balance sheet as of September 30, 2025.

On October 27, 2025, Sky Quarry issued a convertible promissory note to Varie Asset Management in the amount of $100,000 with a 12% per annum interest rate, due on the earlier of April 26, 2026 or the Company’s completion of at least a five million dollar equity raise into the Company. The note is convertible at $0.51 per share. In connection with the loan, the Company issued a warrant to purchase 40,000 shares of its common stock at a fixed exercise price of $0.51 per share fully vested for a two year term expiring October 27, 2027.

On November 4, 2025, at the Company’s Annual Meeting of Stockholders (“Annual Meeting”), the Company’s stockholders approved an amendment to the certificate of incorporation whereby the authorized shares of common stock will be increased from 100,000,000 shares to 2,000,000,000 shares (See Item 5.07 below). All other provisions of the certificate of incorporation remain unchanged. The amendment to the certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 5, 2025, to become effective immediately upon filing.

The Company held its Annual Meeting on November 4, 2025. As of September 10, 2025, the record date for the Annual Meeting, 23,314,603 shares of common stock were issued and outstanding and entitled to vote. A total of 12,534,781 shares were represented in person or by proxy at the meeting, constituting a quorum.

At the Annual Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 17, 2025. The final voting results for each proposal are set forth below.

Proposal 1 – Election of Directors

Stockholders elected four directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified. The results of the voting were as follows:

Nominee Votes: For, Withheld, Broker Non-Votes

Marcus Laun: For 6,261,019 Withheld 3,422,821 Broker Non-Votes 2,850,941

Matthew Flemming: For 6,272,400 Withheld 3,411,440 Broker Non-Votes 2,850,941

Leo Womack: For 6,262,393 Withheld 3,421,447 Broker Non-Votes 2,850,941

Todd Palin: For 6,259,116 Withheld 3,424,724 Broker Non-Votes 2,850,941

Sky Quarry Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Proposal 2 – Amendment to Certificate of Incorporation to Increase Authorized Common Stock Stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 2,000,000,000 shares. The results of the voting were as follows:

Votes For: 6,081,162

Votes Against: 511,117

Abstain: 3,333,551

Broker Non-Votes: 2,608,951

Proposal 3 – Authorization for the Board to Effect a Reverse Stock Split

Stockholders approved a proposal authorizing the Company’s Board of Directors, in its discretion, to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio to be determined by the Board of Directors on or before April 30, 2027. The results of the voting were as follows:

Votes For: 8,140,937

Votes Against: 1,047,733

Abstain: 3,346,111

Broker Non-Votes: -0-

Proposal 4 – Amendment to the 2020 Stock Plan

Stockholders approved an amendment to the Company’s 2020 Stock Plan to increase the number of shares of common stock authorized for issuance under the plan from 1,666,667 shares to 4,000,000 shares. The results of the voting were as follows:

Votes For: 5,878,043

Votes Against: 359,121

Abstain: 3,446,675

Broker Non-Votes: 2,850,942

Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm Stockholders ratified the appointment of Tanner LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting were as follows:

Votes For: 9,033,571

Votes Against: 125,382

Abstain: 3,375,828

Broker Non-Votes: -0-

On November 5, 2025, the Company entered into restricted stock award agreements for the issuance of 1,150,000 shares of common stock to its officers, directors and employees pursuant to the 2020 Stock Plan.

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis together with our unaudited condensed consolidated financial statements and the notes to our unaudited condensed consolidated financial statements, which appear elsewhere in this report, as well as our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2025.

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Reverse Stock Split

We filed a Certificate of Amendment to our Certificate of Incorporation with the State of Delaware on April 9, 2024 (the “Effective Split Date”) to effect a one-for-three (1-for-3) (the “Split Ratio”) reverse stock split of our shares of common stock (the “Reverse Stock Split”), without changing the par value, rights, terms, conditions, and limitations of such shares of common stock. No fractional shares were issued in connection with the Reverse Stock Split, and any of our stockholders that were entitled to receive a fractional share as a result of the Reverse Stock Split instead received one additional share of our common stock in lieu of the fractional share. The Reverse Stock Split did not in itself affect any stockholder’s ownership percentage of our common stock, except to the extent that any fractional share was rounded up to the nearest whole share. The number of shares of common stock subject to the exercise of outstanding options, warrants and convertible securities was also reduced by the Split Ratio as of the Effective Split Date and their respective exercise prices were increased by the Split Ratio. Neither the authorized shares of capital stock nor the par value per share of our common stock was affected by the Reverse Stock Split.

All historical share and per-share amounts reflected throughout the consolidated financial statements have been adjusted to reflect the Reverse Stock Split.

Overview

We are 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 sands and soils. The recycling of asphalt shingles is expected to reduce the dependence on landfills for the removal of waste and to also reduce dependence on foreign and domestic virgin crude oil extraction for industrial uses.

We have developed a process for separating oil from oily sands and other oil-bearing solids utilizing a proprietary solvent which we refer to as our ECOSolv technology or the ECOSolv process. The solvent is used in a closed-loop distillation and evaporation circuit which results in up to 99% of the solvent being recoverable for continuous reuse and requires no water. The solvent has demonstrated oil separation rates of up to 95% in bench testing using samples of both mined crushed ore and ground asphalt shingles.

We intend to retrofit the PR Spring Facility, located in southeast Utah (as defined below) to recycle waste asphalt shingles using our ECOSolv technology, to produce and sell oil as well as asphalt paving aggregate mined from our bitumen deposit.

We also plan to develop modular asphalt shingle recycling facilities (the “ASR Facility”) which can be deployed in cities with high concentrations of waste asphalt shingles and near asphalt shingle manufacturing centers.

Corporate History

We were incorporated in Delaware on June 4, 2019, as “Recoteq, Inc.” On April 22, 2020, we changed our name to “Sky Quarry Inc.” Sky Quarry is a holding company and has no operations. The purpose of the holding company is to maintain ownership over our subsidiaries, create management efficiencies and establish an organizational structure to facilitate the potential acquisition of other businesses within or complementary to our industry.

On September 16, 2020, we acquired 2020 Resources LLC. The assets of 2020 Resources include an oil sands remediation facility (the “PR Spring facility”) and a 100% interest in asphalt bitumen leases covering approximately 5,930 acres in the PR Spring region in Utah. On September 16, 2020, we also acquired 2020 Resources (Canada) Ltd, an entity which is currently inactive.

On September 30, 2022, we acquired Foreland Refining Corporation, which is engaged in the refining of heavy crude oil into diesel and other petroleum products (naphtha, vacuum gas oil, and paving asphalt liquids) at its Eagle Springs Refinery located near Ely, Nevada. The acquisition of Foreland was immediately accretive to our revenues and cash flow and provides a strong base for growth. We believe the acquisition is a strategic fit and will form an important role in the future enabling us to vertically integrate the production and refining of oil from waste materials to energy in a sustainable and efficient manner.

Our Financial Condition and Going Concern Issues

As a result of our financial condition, we have included in our condensed consolidated financial statements as of September 30, 2025 and December 31, 2024, and for the three and nine months ended September 30, 2025 and 2024, a note indicating that there is significant doubt about the Company’s ability to continue as a going concern. The opinion on the December 31, 2024 audited financial statements from our independent registered public accounting firm for those statements also includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. From inception (June 4, 2019) through September 30, 2025, we have incurred accumulated net losses of $33,301,117. To address our going concern, we aim to increase revenues by securing greater volumes of crude oil for our Foreland refinery, which should enhance our contribution margin. Additionally, we are pursuing opportunities to reduce debt service through refinancing or repayment of existing obligations, establish strategic partnerships, and raise capital through equity or debt offerings, or a combination of these actions. Given our current revenue and cash usage levels, we have pressing working capital needs that necessitate raising funds through equity or debt issuance, coupled with efforts to boost revenue and control operating expenses. However, there is no guarantee that we will be able to raise sufficient capital, grow revenues, and generate the cash flow needed to meet our operating expenses and capital requirements effectively.

Special Notes Regarding Smaller Reporting Company Status

We are filing this report as a “smaller reporting company” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended). As a result of being a smaller reporting company, we are allowed and have elected to omit certain information from this Management’s Discussion and Analysis of Financial Condition and Results of Operations; however, we have provided all information for the periods presented that we believe to be appropriate.

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Introduction

This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for the three and nine months ended September 30, 2025 and 2024, respectively. We have derived this data from our unaudited interim condensed consolidated financial statements included in this Quarterly Report.

We had net sales of $1,336,963 and $12,211,402 for the three and nine months ended September 30, 2025, compared to $4,846,795 and $19,174,369 for the three and nine months ended September 30, 2024.

Our net sales were $12,211,402 for the nine months ended September 30, 2025, compared to $19,174,369 for the nine months ended September 30, 2024. Our cost of goods sold for the three months ended September 30, 2025, were $2,387,726, compared to $4,750,839 for the three months ended September 30, 2024. Year to date cost of goods sold of $14,105,226 for the nine months ended September 30, 2025, compared to $18,994,553 for the nine months ended September 30, 2024. Cost of goods sold does not change directly with sales due to certain fix cost allocations across significantly lower production barrels. The significant decrease in our sales were the direct result of the company’s challenges associated with regaining supply streams disrupted in May and June 2024 as a result of the Foreland Refinery outage, disruption and refurbishment in 2024. Additionally, West Texas Intermediate pricing fell from $87 per barrel on April 5, 2024, to $63 per barrel on September 30, 2025, which corresponded with reduced pricing in the end sales products.

Our operating expenses were $1,502,038 for the three months ended September 30, 2025, compared to $1,281,108 for the three months ended September 30, 2024. Year to date operating expenses were $5,061,408 for the nine months ended September 30, 2025, compared to $3,861,835 for the nine months ended September 30, 2024. Our operating expenses consisted of General and Administrative, non-cash charges associated with Share-Based Payments, Depreciation and Amortization, and Foreign Exchange rate changes with the Canadian Dollar.

Net Sales and Net Income (Loss)

Our net sales, costs of goods sold, gross profit, operating expenses, other income (expense) and net loss for the three months and nine months ended September 30, 2025 and 2024, were as follows:

	Three	Three	Nine	Nine
	Months	Months	Months	Months
	Ended September 30,	Ended September 30,	Ended September 30,	Ended September 30,
	2025	2024	2025	2024
Net sales	`$1,336,963`	`$4,846,795`	`$12,211,402`	`$19,174,369`

Cost of goods sold	`2,387,726`	`4,750,839`	`14,105,226`	`18,994,553`
Gross margin	`(1,050,763)`	`95,956`	`(1,893,824)`	`179,816`

Operating expenses:
General and administrative	`1,499,470`	`1,279,636`	`5,053,896`	`3,857,418`
Depreciation and amortization	`2,568`	`1,472`	`7,512`	`4,417`
Total operating expenses	`1,502,038`	`1,281,108`	`5,061,408`	`3,861,835`

Loss from operations	`(2,552,801)`	`(1,185,152)`	`(6,955,232)`	`(3,682,019)`

Other income (expense):
Loss on issuance of private placement	`-`	`(1,935,934)`	`-`	`(1,935,934)`
Interest expense	`(1,059,148)`	`(1,320,115)`	`(2,250,324)`	`(4,773,663)`
Loss on extinguishment of debt	`(19,568)`	`-`	`(76,228)`	`(108,887)`
Gain on warrant valuation	`20,060`	`-`	`120,686`	`-`
Other income (expense)	`(8,553)`	`(4,059)`	`(1,872)`	`1,085`
Loss on disposal of assets	`(170,674)`	`-`	`(170,058)`	`(25,075)`
Other expense, net	`(1,237,883)`	`(3,260,108)`	`(2,377,796)`	`(6,842,474)`

Loss before provision for income taxes	`(3,790,684)`	`(4,445,260)`	`(9,333,028)`	`(10,524,493)`

Provision for income taxes	`-`	`-`	`-`	`-`

Net loss	`(3,790,684)`	`(4,445,260)`	`(9,333,028)`	`(10,524,493)`

Other comprehensive loss
Exchange loss on translation of foreign	`964`	`-`	`(711)`	`(8,134)`
operations

Net loss and comprehensive loss	`$(3,789,720)`	`$(4,445,260)`	`$(9,333,739)`	`$(10,532,627)`

Loss per common share
Basic and diluted	`$(0.17)`	`$(0.25)`	`$(0.44)`	`$(0.59)`
Weighted average shares outstanding
Basic and diluted	`22,949,421`	`17,819,356`	`21,274,059`	`17,819,356`

Net Sales

The following table shows net sales by category for the three and nine month periods ended September 30, 2025 and 2024:

	Three Months		Three Months			Nine Months		Nine Months
	Ended		Ended			Ended		Ended
	September 30, 2025		September 30, 2024		Change	September 30, 2025		September 30, 2024		Change
Diesel	$	328,729	$	1,999,239	(84%)	$	4,131,383	$	7,311,109	(43%)
Liquid Asphalt		757,664		1,353,534	(44%)		4,880,933		5,533,302	(12%)
VGO		197,671		1,233,791	(84%)		2,935,859		4,708,459	(38%)
Naphtha		38,822		260,231	(85%)		235,035		1,600,825	(85%)
Other		14,077		-	-		28,192		20,674	36%
	$	1,336,963	$	4,846,795		$	12,211,402	$	19,174,369

We had net sales of $1,336,963 for the three months ended September 30, 2025, compared to $4,846,795 for the three months ended September 30, 2024, a decrease of $3,509,832. Year to date net sales of $12,211,402 for the nine months ended September 30, 2025, compared to $19,174,369 for the three months ended September 30, 2024, a decrease of $6,962,967. The decline in net sales for the third quarter of 2025 compared to the prior period was primarily due to the Company’s challenges associated with regaining supply volumes previously disrupted in May and June 2024 as a result of the Foreland Refinery outage, disruption and refurbishment in 2024. Additionally, WTI pricing fell from $87 per barrel on April 5, 2024, to $63 per barrel on September 30, 2025, which corresponded with reduced pricing in the end sales products.

Beginning in late June 2025, the Company’s production was limited due to crude supplier disruptions and delays in completing certain maintenance activities. The Company expects production to resume in January 2026.

Cost of Goods Sold

The following table shows cost of goods sold by category for the three and nine month periods ended September 30, 2025 and 2024:

		Three Months		Three Months			Nine Months		Nine Months
		Ended		Ended			Ended		Ended
		September 30, 2025		September 30, 2024	Change		September 30, 2025		September 30, 2024	Change
Crude oil	$	`1,194,132`	$	`2,578,024`	(54%)	$	`8,707,452`	$	`13,478,422`	(35%)
Fuels and chemicals		`327,623`		`7,530`	4,251%		`1,139,356`		`23,803`	4,687%

Freight out		`73,323`		`379,931`	(81%)		`1,262,592`		`1,936,407`	(35%)
Freight in		`89,259`		`112,376`	(21%)		`912,974`		`696,786`	31%
Salary and wages		`314,442`		`552,070`	(43%)		`944,082`		`1,208,851`	(22%)
Depreciation and amortization		`313,963`		`937,173`	(66%)		`866,473`		`1,174,117`	(26%)
Repairs and maintenance		`52,880`		`22,156`	139%		`212,520`		`229,887`	(8%)
Other		`22,104`		`161,579`	(86%)		`59,777`		`246,280`	(76%)
	$	`2,387,726`	$	`4,750,839`		$	`14,105,226`	$	`18,994,553`

Our cost of goods sold for the three months ended September 30, 2025 was $2,387,726 compared to $4,750,839 for the three months September 30, 2024, a decrease of $2,363,113. Our year to date cost of goods sold for the nine months ended September 30, 2025, was $14,105,226 compared to $18,994,553 for the nine months September 30, 2024, a decrease of $4,889,327. Gross profit for the three months ended September 30, 2025 was a negative $1,050,763, compared to $95,956 for the three months ended September 30, 2024, a decrease of $1,146,719 for the comparative period. Our gross profit for the nine months ended September 30, 2025, was a negative $1,893,824, compared to $179,816 for the nine months ended September 30, 2024, a decrease of $2,073,640 for the comparative period. The decline in cost of sales for the nine months ended September 30, 2025 presented compared to the prior periods was primarily due to the decline in net sales described above and the contribution margin covering more fixed costs within cost of goods sold.

Cost of goods sold as a percentage of net sales was 179% for the three months ended September 30, 2025, compared to 98% for the three months ended September 30, 2024. Our year to date cost of goods sold as a percentage of net sales was 116% for the nine months ended September 30, 2025, compared to 99% for the nine months ended September 30, 2024. The increased cost as a percentage of revenues was due efficiency constraints with the Company continuing to regain supply streams as a result of the refurbishment of the Foreland refinery in 2024.

General and Administrative

The following table shows general and administrative expenses by category for the three and nine month periods ended September 30, 2025 and 2024:

		Three Months		Three Months			Nine Months		Nine Months
		Ended		Ended			Ended		Ended
		September 30, 2025		September 30, 2024	Change		September 30, 2025		September 30, 2024	Change
Executive compensation	$	`661,214`	$	`549,061`	20%	$	`2,067,905`	$	`1,692,269`	22%
Professional fees		`542,411`		`382,688`	42%		`2,006,484`		`920,378`	118%
Insurance		`171,507`		`150,516`	14%		`495,200`		`479,600`	3%
Lease and utilities		`50,052`		`113,590`	(56%)		`164,662`		`200,090`	(18%)
Other		`26,029`		`6,795`	283%		`86,917`		`154,244`	(44%)
Travel		`706`		`27,252`	(97%)		`104,854`		`158,748`	(34%)
Bank charges		`11,189`		`11,840`	(5%)		`18,113`		`136,477`	(87%)
Licenses		`(11,987)`		`13,384`	(190%)		`3,178`		`36,068`	(91%)
Automobile		`48,349`		`24,510`	97%		`106,583`		`79,544`	34%
	$	`1,499,470`	$	`1,279,636`	17%	$	`5,053,896`	$	`3,857,418`	31%

Our general and administrative expenses increased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to an increase of $112,153 in executive compensation primarily from new additional directors added and their related directors’ fees expense, and increased professional fees of approximately $159,723 associated with the Company going public late in fiscal 2024. the increased selling general and administrative costs for the nine months ended September 30, 2025 compared to 2024 were also due to a $375,636 increase in executive compensation from the Company’s public offering occurring late in 2024 and ongoing public company costs, and an increase in professional fees of $1,086,106 from added directors fees associated with going public and the requirement of additional board members.

Other Income (Expense)

Other expense was $1,237,883 for the three months ended September 30, 2025, compared to $3,260,108 for the three months ended September 30, 2024, a decrease of $2,022,225. In the three months ended September 30, 2025, other income (expense) consisted of interest expense, net of interest expense $1,059,148, loss on disposal of assets of $170,674, loss on extinguishment of debt $19,568, gain on warrant valuation $20,060, and other expense $8,553. In the three months ended September 30, 2024, other income (expense) consisted of interest expense, net of interest income of $1,320,115, offset by other expense of $4,059.

Other expense was $2,377,796 for the nine months ended September 30, 2025, compared to $6,842,474 for the nine months ended September 30, 2024, a decrease of $4,464,678. In the nine months ended September 30, 2025, other income (expense) consisted of interest expense, net of interest income $2,250,324, loss on extinguishment of debt of $76,228, offset by gain on warrant valuation $120,686, loss on disposal of assets of $166,754, and other expense of $1,872. In the nine months ended September 30, 2024, other income (expense) consisted of interest expense, net of interest income of $4,773,663, loss on extinguishment of debt of $108,887, loss on sale of assets of $25,075, offset by other income $1,085. The warrant liability is revalued at each reporting date based on changes in the underlying factors influencing the fair value of the warrants, such as the Company’s stock price, volatility, and other market conditions. The Company’s management believes that the non-cash gain recognized in the current period from the remeasurement of warrant liabilities is not reflective of ongoing operating performance. As this item did not occur in the prior-year quarter, it should be evaluated separately when comparing financial results across periods. During the period, the Company incurred significant interest expense related to its term debt. This interest expense is primarily due to the high financing costs associated with the term notes, which were

utilized to support ongoing working capital needs and operational expenses. These notes, characterized by higher interest rates relative to traditional debt instruments, have resulted in a notable impact on our financial performance for the quarter. This increase in interest expense reflects the financial obligations of maintaining liquidity and funding operations, particularly during a phase of substantial investment in refinery refurbishment and related activities. The Company continues to evaluate its capital structure to optimize costs and enhance financial stability, considering refinancing options and alternative capital sources where feasible.

Net Loss

Net loss was $3,790,684 or a loss of $0.17 per share, for the three months ended September 30, 2025, compared to net loss of $4,445,260 or $0.25 per share, for the three months ended September 30, 2024. Net loss was $9,333,028 or a loss of $0.44 per share, for the nine months ended September 30, 2025, compared to net loss of $10,524,493 or $0.59 per share, for the nine months ended June 30, 2024.

Our net loss compared to the previous periods’ net loss was primarily driven by a reduction in total production of the refinery which resulted in reduced revenues during the period

Liquidity and Capital Resources

Introduction

We had negative operating cash flows for the three and nine months ended September 30, 2025. Our cash on hand as of September 30, 2025, was $362,517. While we had negative net cash from operations for the nine months ended September 30, 2025, our monthly cash flow burn rate for the nine months ended September 30, 2025, was $237,155. In connection with the Foreland Refinery acquisition and PR Spring facility retrofit program, we believe we will continue to have material capital expenditures and face long term cash needs. While we anticipate that these needs will be satisfied through the issuance of our debt and/or equity securities until such time as our cash flows from operations will satisfy our cash needs we cannot provide any assurances of such.

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2025 and December 31, 2024, respectively, are as follows:

		September 30,		December 31,
		2025		2024		Decrease
Cash	$	362,517	$	385,116	$	(22,599)
Total Current Assets		2,652,453		4,997,373		(2,344,920)
Total Assets		20,851,903		26,947,243		(6,095,340)
Total Current Liabilities		12,555,162		12,398,672		156,490
Total Liabilities		15,390,982		15,448,746		(57,764)

Our cash decreased by $22,599 as of September 30, 2025, as compared to December 31, 2024. Our total current assets decreased by $2,344,920 primarily because of a decrease in inventory of $1,796,495, and accounts receivable of $919,432, offset by increase in prepaid expenses of $393,606.

Our total assets decreased by $6,095,340 due to the changes in current assets as well as decreases in restricted cash of $2,111,796, property, plant and equipment of $795,402, and right-of-use assets of $1,060,172, offset by an increase in oil and gas properties of $216,950.

Our current liabilities as of September 30, 2025 as compared to December 31, 2024, increased by $156,490 and our total liabilities decreased by $57,764, both primarily as a result of an increase in accounts payable of $387,630, current portion of operating lease of $18,894, notes payable of $835,260, offset by decreases in current portion of finance lease of $16,120, finance lease liability of $971,690, lines of credit of $14,368, current maturities of notes payable of $98,860, warrant liability of $120,686, and operating lease liability of $77,824.

The decrease in cash and assets and increase in liabilities, noted above, are due to the losses described above.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

On June 27, 2025, the Company’s wholly owned subsidiary, Foreland Refining Corporation, launched a Regulation Crowdfunding (Reg CF) offering to raise up to $1.235 million to fund working capital and general corporate purposes. As of September 30, 2025, the subsidiary had raised $0 in commitments. Although the Reg CF is being conducted at the subsidiary level, the proceeds are expected to support business lines that may be consolidated into the Company’s operations. The offering is not expected to have a material near-term impact on the Company’s consolidated liquidity position.

Cash Requirements

Our cash on hand as of September 30, 2025, was $362,517. The Company will continue to require additional cash to meet ongoing operational and capital needs. Despite the company’s efforts to increase production capacity at the refinery, as well as ongoing maintenance and refurbishment activities, and the high interest payments, we are not yet generating sufficient cash flow to cover operational costs. The need for cash is driven by both ongoing operating expenses, and costs of indebtedness. We anticipate that these needs will be satisfied through the issuance of debt or the sale of our equity securities, or a combination thereof, until such time as improvements to our cash flows from operations will satisfy our cash flow needs. Management remains committed to securing the necessary resources to ensure the Company can meet its financial obligations and continue executing its long-term objectives. There is no assurance, however, that we will be successful in these efforts.

Sources and Uses of Cash

Operating Activities

Our net cash used in operating activities for the nine months ended September 30, 2025, were $1,982,648 , as compared to cash used of $4,616,746 for the nine months ended September 30, 2024. Our net cash used in operating activities for the nine months ended September 30, 2025, consisted of a net loss of $9,333,028, favorable working capital changes of $4,551,167, less share based compensation of $546,417, depreciation and amortization of $873,984, amortization of debt issuance costs of $1,172,292, amortization of right-of-use asset of $80,920, loss on extinguishment of debt of $76,228, and gain on revaluation of warrant liability of $120,686, and loss on sale of assets of $170,058. Our net cash used in operating activities for the nine months ended September 30, 2024, consisted of a net loss of $10,524,493, less unfavorable changes in working capital of $275,854, share-based compensation of $534,572, depreciation and amortization of $589,267, amortization of right-of-use asset of $52,455, amortization of debt issuance costs of $2,936,408, loss on issuance of warrants of $1,936,937, and loss on extinguishment of debt of $108,887.

Investing Activities

Our cash flow used in investing activities for the nine months ended September 30, 2025 and 2024, was $124,859 and $1,899,212, respectively, a decrease of $1,774,353. Our investing activities during the nine months ended September 30, 2025, consisted of a net increase from proceeds of sale of assets of $14,060, and payments for oil and gas properties of $48,544, and property, plant and equipment of$90,374. Our investing activities during the nine months ended September 30, 2024, consisted of payments for exploration and evaluation assets of $689,992, and payments for property, plant and equipment of $1,209,220.

Financing Activities

Our net cash provided by (used in) financing activities for the nine months ended September 30, 2025 and 2024, was $316,230 and $5,023,764, respectively, a decrease of $4,707,534. Our cash flows from financing activities during the nine months ended September 30, 2025, consisted of proceeds of lines of credit of $10,076,552, proceeds from notes payable of $2,314,980, offset by payments on lines of credit of $10,090,920, payments on notes payable of $1,969,382, and payments of debt issuance costs of $15,000. Our cash flows from financing activities during the nine months ended September 30, 2024, consisted of proceeds of lines of credit of $33,556,317, proceeds from notes payable of $16,767,738, and issuance of preferred stock of $308,000, and issuance of common stock of $4,790,597, offset by payments on lines of credit of $34,889,877, payments on notes payable of $12,216,266, common stock offering costs of $1,720,619, discounts on notes payable of $1,531,252, and preferred stock offering costs of $40,874.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

Not applicable

ITEM 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management conducted an evaluation, under the supervision and participation of our principal executive officer and principal financial officer at of September 30, 2025, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2025, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of September 30, 2025, were not effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2025, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting. In August 2025, the Company’s chief financial officer resigned and Marcus Laun was appointed to serve as interim chief financial officer until his earlier resignation or removal therefrom, while the Company searches for a permanent chief financial officer to fill the position.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures provide our management with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within the Company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

PART II – OTHER INFORMATION

ITEM 1Legal Proceedings

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1ARisk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2Unregistered Sales of Equity Securities and Use of Proceeds

During the nine month period ended September 30, 2025, we issued an aggregate of 1,051,321 shares of our common stock pursuant to section 4(2) of the Securities Act of 1933, as amended. The Company did not receive any proceeds from the issuance of its shares of common stock as such issuances were made in exchange for services rendered to various parties, as well as for the payment of interest on outstanding promissory notes.

ITEM 3Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4Mine Safety Disclosures

Not applicable.

ITEM 5Other Information

ITEM 6Exhibits

(a)Exhibits

Exhibit No.	Description

31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
	the Securities Exchange Act of 1934.

31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the
	Securities Exchange Act of 1934.

32.1*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
	(18 U.S.C. §1350).

32.2*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
	(18 U.S.C. §1350).

101.INS	XBRL Instance Document

101.SCH	XBRL Schema Document

101.CAL	XBRL Calculation Linkbase Document

101.DEF	XBRL Definition Linkbase Document

101.LAB	XBRL Labels Linkbase Document

101.PRE	XBRL Presentation Linkbase Document

(1)Incorporated by referencing from our Registration Statement on Form 1-A filed with the Commission on July 7, 2021

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sky Quarry Inc.
Dated: November 14, 2025	/s/
	By:	Marcus Laun
	Its:	Chief Executive Officer

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