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24. SUBSEQUENT EVENTS | 9 Months Ended
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Sep. 30, 2025
Notes |
24. SUBSEQUENT EVENTS | `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 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.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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