PART II AND III 2 sqi_1apos.htm PART III

PART III

 

INDEX TO EXHIBITS

 

The following documents are filed with this Offering Statement.

 

Exhibit #

 

Description

 

 

 

2.1

 

Amended and Restated Certificate of Incorporation

2.2

 

Amendments to Certificate of Incorporation

2.3

 

Company Bylaws as Amended

3.1

 

Form of Warrant to be sold to Investors in this Offering

3.2

 

Stock Plan

3.3

 

Certificate of Designation of Series A Preferred Stock

3.4

 

Promissory Note - Loeb Term Solutions dated August 26, 2020

3.5

 

Promissory Note – JPMorgan Chase Bank N.A dated September 16, 2020

4

 

Subscription Agreement

6.1

 

Employment Agreements

6.1.1

 

Executive Employment Agreement with David Sealock dated March 15, 2020

6.1.2

 

Executive Employment Agreement with Marcus Laun dated March 15, 2020

6.1.3

 

Executive Employment Agreement with Darryl Delwo dated March 15, 2020

6.2

 

Agreements relating to the acquisition of 2020 Resources LLC and 2020 Resources (Canada) LTD.

6.2.1

 

Securities Purchase Agreement with 2020 Resources Holdings LLC dated September 16, 2020

6.2.2

 

Credit and Security Agreement with Loeb Term Solutions LLC dated September 21, 2020

6.3

 

Digital Offering Engagement Letter

6.3a

 

Digital Offering Engagement Letter (Amended)

6.3b

 

Digital Offering Engagement Letter (Amended)

6.3.1

 

Agent’s Warrant

6.3.1a

 

Agent’s Warrant (Amended)

6.3.1b

 

Agent’s Warrant (Amended)

6.4

 

Prime Trust, LLC Escrow Agreement

6.5

 

Agreement with Equifund, LLC

6.6

 

Mineral Leases

6.6.1

 

ML-49927-OBA as amended

6.6.2

 

ML-49579-OBA

6.6.3

 

ML-51705-OBA

6.7

 

Agreement with JP Morgan Chase Bank

11

 

Consents of Attorneys and Accountants

11.1

 

Consent of Accountant to Sky Quarry Inc.

11.2

 

Consent of Accountant to 2020 Resources LLC and 2020 Resources (Canada) Ltd.

11.3

 

Consent of Attorney

12

 

Opinion of Counsel

16

  

Resource Report

 

All of the above listed exhibits, with the exception of Exhibits 6.3b and 6.3.1b, were filed with the Company's original Offering Statement on Form 1-A and subsequent Amendments thereto.

 

Exhibits 6.3b and 6.3.1b are filed with this Amendment No. 3 to the Offering Statement on Form 1-A.


SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wilmingdon, State of Delaware, on, November 16, 2021.

 

Sky Quarry Inc.

 

 

 

 

By

 

/s/ David Sealock

 

David Sealock, Chief Executive Officer

 

Sky Quarry, Inc.

 

 

The following persons in the capacities and on the dates indicated have signed this Offering Statement.

 

/s/ David Sealock

 

David Sealock, Chief Executive Officer,
Director

 

Date: November 16, 2021

 

 

 

/s/ Marcus Laun

 

Marcus Laun, Executive Vice-President,
Director

 

Date: November 16, 2021

 

 

/s/ Travis Schneider

 

Travis Schneider, Director

 

Date: November 16, 2021