Converting toxic waste asphalt shingles into zero-cost oil.

Converting toxic waste asphalt shingles into zero-cost oil.

Sky Quarry (Sky Quarry, Inc.)
Now Accepting Investors

**Limited availability

Progress Bar$129,595 committed81 investors

This Reg A+ offering is brought to you by Digital Offering, a FINRA registered broker-dealer, & presented on equifund.com by Equifund, LLC.

Offering Type

Regulation A+

Price per Unit

$1.25

(each unit includes:
1 share + 1 warrant @ $2.50)

Valuation

$37.5 million

Minimum

$500

This Reg A+ offering is brought to you by Digital Offering, a FINRA registered broker-dealer, & presented on equifund.com by Equifund, LLC.

OFFERING TYPE: Regulation A+
PRICE PER UNIT: $1.25
(each unit includes 1 share & 1 warrant @ $2.50)
VALUATION: $37.5 million
MINIMUM: $500

For ESG investors looking for an economically viable way to fight climate change, the answer could be something called...

"Net-Zero" Oil

Keep reading to learn more about a rare triple bottom line investment opportunity that has the potential to...

  • Recycle up to 13m tons of toxic waste per year from America’s landfills – and remove an estimated 500 to 700 million tons that’s already been buried – that could poison our groundwater and fertile soil (if it hasn’t already)….
  • Reduce greenhouse gas emissions thanks to a patent protected recycling process that prevents up to 60 tons of CO2 emissions for every 1 ton of waste converted to “Net Zero Oil” (and at a net cost of $0 per barrel)
  • Reuse these rogue “hydrocarbon time bombs” by converting them into safe, strong, and affordable building materials that can be reused to rebuild our country’s crumbling infrastructure…
  • Create tens of thousands of good paying “green jobs” for blue collar workers helping to clean up our communities and divert waste from landfills…
  • And help everyday investors get a piece of the $30 Trillion ESG Boom as the world races towards a “Net Zero” economy by 2050.

Want to invest in this company?

Click the button below to get started…

The “Big Idea” In 60 Seconds

Thanks to a strange combination of events, a formerly fringe “asset class” has exploded into a $30 trillion global phenomenon. 

According to Bloomberg, this asset class is on track to exceed $53 trillion by 2025, representing more than a third of all assets under management.1

And now, for the first time in 50 years, analysts on Wall Street are predicting these three letters will likely “dominate financial markets during the 2020s”

ESG – short for Environmental, Social & Governance – has officially arrived!

For investors who are looking for a unique way to get in on one of the hottest trends in finance, Sky Quarry is a rare triple-bottom-line investment opportunity that has the potential to create tangible financial returns — along with positive social and/or environmental impact.

Thanks to their patent protected recycling technology, they’re able to offer a high quality recycled product that performs better than using only virgin materials, at a competitive (or cheaper) price…

The state of Utah is in the planning stages to help reduce landfill waste, increase recycling rates, and reclaim valuable land that can be used for other purposes…

And the Sky Quarry team is currently in negotiations with several other local and state governments about implementing this breakthrough technology (of course, there’s no guarantee these contracts will come to pass). 

None of the executive officers have taken a salary to date, and many of them plan on investing more of their own money into this round, alongside “the crowd.” 

Wall Street Bank JP Morgan is a 20% shareholder in the company, and has indicated interest in maintaining their stake…

And management has indicated several family offices are considering participating in this round.2

The end result?

If you decide to invest in Sky Quarry through this private Regulation-A+ offering, you will be getting the same terms in this offering as the executive team – and other insiders close to the deal – who may also invest in this round.

A politically popular solution to an urgent problem

At the 2020 America Recycles Summit on November 17, 2020, The Environmental Protection Agency (EPA) announced their ambitious goal: increase the national recycling rate from 32% to 50% by 2030!

At the time of publishing, 45 states have set recycling or diversion goals, with target recycling rates as high as 80%

And the potential positive economic impact the recycling industry could have in our country is something we need to start talking more about.

  • According to the EPA’s 2020 Recycling Economic Information (REI) recycling and reuse of materials creates jobs, while also generating local and state tax revenues.

In 2012, recycling and reuse activities in the United States accounted for 681,000 jobs, $37.8 billion in wages; and $5.5 billion in tax revenues. 

This equates to 1.17 jobs for every 1,000 tons of materials recycled.

And these aren’t just any jobs, they’re good paying jobs that – on average – pay more than $76,000 per year!4

In South Carolina – home to major car manufacturers like Mercedes Benz, Volvo, and BMW – the recycling industry has a $13 billion impact on the economy, and is responsible for 22,000 jobs.

More amazing? For every 10 jobs created in recycling, 14 jobs are created elsewhere in the state.5

That job multiplier is comparable to the automotive and aerospace industry!

But there’s a major problem with recycling in America that needs to be addressed if we have any hope of reaching the EPA recycling goal…

Thanks to China’s 2018 “National Sword Policy,” the developed world’s “recycling system” has fallen apart 6

Even with states implementing mandatory recycling and waste diversion programs, the U.S. recycling rate dropped from 35% in 2017 to 32% in 2018, and hasn’t recovered since.

To compound the problem, as recycling goals become more ambitious, so does the opposition to opening new landfills in America to deal with the growing waste problem…

In 2018, China effectively banned the import of most waste plastics and materials heading for the nation's recycling processors
  • Between 1988 and 2021, the number of U.S. landfills decreased from 7,924 to approx. 1,250 – a 84% decline in 33 years. 7 8

Local dump sites have been replaced by a smaller number of regional “mega” landfills, often located hundreds of miles away.

The end result? 

This “not in my backyard” (NIMBY) approach – combined with the lack of a regional strategy for handling waste disposal and recycling –  has created a hodge-podge of local approaches that is only making it harder to meet our recycling goals.

Waste now has to travel farther from your trash can to the landfill… it costs more to recycle… and the problem is only getting worse! 9

As our landfills continue to fill up garbage — especially petroleum-based plastics or polystyrene used to make bottles, cups and containers, which make up ~50% of the recyclable landfill waste — it means long term, the consequences could be dire for our environment. 10

Why? Because eventually, when moisture comes in contact with landfill waste – for example, when it rains – something called “leachate” is formed…

And if it’s not contained properly, this toxic ooze can carry harmful chemicals, heavy metals, and microbial life into the groundwater.

A Cautionary Tale… 

From 1948 to 2001, New York City shipped approximately 150 million tons of city garbage to the Fresh Kills Landfill – an open dump placed on 2,200 acres of wetland on Staten Island, the largest landfill in the world. 11

At the time, no one thought about what would happen 50 years into the future. As a result, the landfill continually releases toxic chemicals into the surrounding water and noxious fumes into the air.

From 1948 to 2001,  New York City shipped approximately 150 million tons of city garbage to the Fresh Kills Landfill – an open dump placed on 2,200 acres of wetland on Staten Island, the largest landfill in the world. 11 

At the time, no one thought about what would happen 50 years into the future. As a result, the landfill continually releases toxic chemicals into the surrounding water and noxious fumes into the air.

In principle, as long as the wastes are kept dry in a “dry tomb,” they will not generate leachate that can pollute groundwater.

In 1976, the EPA proposed Resource Conservation and Recovery Act (RCRA) Subtitle D created new landfilling regulations prescribing “dry tomb” landfilling across the country.

However, also according to the EPA…

Even the best liner and leachate collection system will ultimately fail due to natural deterioration, and recent improvements in MSWLF (municipal solid waste landfill) containment  technologies suggest that releases may be delayed by many decades at some landfills.

Once the unit is closed, the bottom layer of the landfill will deteriorate over time and, consequently, will not prevent leachate transport out of the unit. 12

-Environmental Protection Agency

Or put another way, no matter how good of a job these landfills have done bringing their facilities up to code…

Our environment isn’t safe from these “hydrocarbon time bombs” waiting to explode… which, on occasion, wind up lighting landfills on fire!

Waste Management's Earthmover landfill, located in Elkhart, IN, caught on fire in 2017

But chances are, you’ll probably never hear about any of this on national news outlets, social media, or from your representatives in Washington.

They’re all so focused on dealing with recycling the 294 million tons of Municipal Solid Waste (MSW) – like paper, plastics, electronics, food, and product packaging…

They’re completely ignoring a source of trash that is twice as large!

It’s called Construction & Demolition (or “C&D”) Debris, and with nearly 600 million tons of it generated each year, it’s…

The hidden crisis no one is talking about…

But it’s also the source of what could be the greatest opportunity to make major advances in our war against hydrocarbon waste…

And help politicians and local governments reach their ambitious recycling initiatives.

According to Sky Quarry Management…

If municipalities are seen as proactive, not only are they recycling more, they’re also creating jobs, reducing our dependence on landfills, reducing carbon footprint of construction waste, and they are adopting ESG fundamentals.

People in politics want to be affiliated with solutions and be seen as part of the solution.

I think you’re going to see this be a very state specific market going forward. – David Sealock

These materials are used in buildings, as well as in the road and bridge sectors.

And just like with MSW, the amount of C&D waste we’re generating has been skyrocketing…

Strangely enough, by weight, most of today’s mixed C&D materials can already be diverted from waste, either for recycling or beneficial reuse, at a well-equipped C&D recycling facility. 17 

Why aren’t we doing it already?

We don’t have enough well-equipped C&D Materials Recovery Facilities (MRFs, pronounced “murf”) to handle our current waste streams.

While most places in the U.S. are less than 80 miles from a landfill… the same cannot be said about C&D MRFs.

For this reason, we see a huge opportunity for private companies – like Sky Quarry – to fill in the gap and lead the industry into a new era of cost-effective recycling technology.

Not only does Sky Quarry offer local and state governments a simple way to make an immediate impact to their recycling goals, they also offer…

A True ESG Investment Opportunity

Built for Addressing Environmental Impact

The EPA defines recycling as, “the separation and collection of wastes, their subsequent transformation or remanufacture into usable or marketable products or materials, and the purchase of products made from recyclable materials.”

Put another way, it doesn’t matter how much waste is put into recycling bins; If there’s no one willing to buy recycled goods, there’s no such thing as recycling.

That’s why it’s crucial for any company serious about recycling to focus on developing viable end markets with growth potential.

Of the more than 600 million tons of C&D debris produced each year, concrete and asphalt pavement are the largest sources of debris, making up 426 million (or 71% of the total).

Thankfully, concrete and asphalt pavement also happen to be the most recycled materials in the world: 82.5% of all concrete is recycled and ~94% of all asphalt pavement is recycled.

However, there’s a growing pile of debris that – if not dealt with – will be a major source of environmental problems in the future.

Thanks to Sky Quarry’s patented ECOSolv technology, they’ve got a straight line to the single largest commodity market in the world…

Crude Oil.

And crazily enough, they’re able to produce a barrel of recycled oil for a net cost of $0! 18

How do they do it? By exploiting one of the most under-recycled items sitting in landfills today. 

They’re called Waste Asphalt Shingles (WAS), and they cover nearly 80% of all residential roofs in America. 19

According to the the EPA’s Advancing Sustainable Materials Management: 2018 Fact Sheet, published in December of 2020, 13 million tons of WAS are shipped off to landfills.

According to Sky Quarry management, an estimated 700 million tons could be already sitting in landfills today (assuming an average 11-12 million tons of WAS landfilled between 1960-2020)

And for investors who are looking for a way to play the $30 Trillion ESG boom…

Recycling waste asphalt shingles is one of the biggest opportunities to not only remove hydrocarbons from the environment and impact climate change…

But to do it in an economically viable way that can support a sustainable recycling market… and potentially generate returns for investors!

Here’s why…

It’s cheaper to recycle than it is to landfill

At the time of publishing, between 1 and 2 million tons of WAS are diverted each year from landfills (see chart above, “next use”)

However, historical data shows between 10 – 13 million tons are piling up in landfills each year!

And the cost to landfill these millions of tons of WAS (called the “tipping fee”) can range from the mid $40/ton to as high as $120/ton – or a national average of ~$90/ton. 20

Chart from The State of the Practice of Construction and Demolition Material Recovery, published May, 2017

Some states have outright disposal bans and/or mandatory recycling ordinances for shingles. This means shingles must be shipped out of state to a qualified recycling center at additional cost. 

However, Sky Quarry has committed to underpricing the current market prices of tipping fees to make it an obviously better choice than the status quo. 21

According to Sky Quarry management…

40 years ago, they put a 5 cent deposit on soda/glass bottles and we saw a massive increase in recycling, overnight.

We’re perfectly positioned to jump on this trend with regard to waste asphalt shingles.

Once people see the economics of this business model… just think about what happens when tipping fees are double what they are today.

The execs we talk to think this is the direction things are heading; no more shingles will be accepted at landfills.

For us, this means a lot of people will be looking for an economically viable solution to their shingle problem.”

But the savings go beyond mere dollars and cents…

For every 1,000 tons of asphalt shingles diverted or removed, 605 cubic yards of landfill space is saved

According to the Asphalt Pavement Industry Survey on Recycled Materials and Warm-Mix Asphalt Usage, published in 2019:

  • Reclaiming 611,000 tons of unprocessed waste asphalt shingles for future use saved about 370,000 cubic yards of landfill space, and more than $33 million in gate fees for disposal in landfills. 22

To give an idea of just how big that is, The Venetian Macao – the largest single-structure hotel in all of Asia – is 388,888 cubic yards…

The Venetian is a 39-story, casino hotel on the Cotai Strip in Macau.

Assuming these numbers remained the same as recycling efforts scaled…

  • If all 13 million tons of WAS were diverted each year, we’d save nearly 7.8 million cubic yards of landfill spaceand drastically reduce the nearly $702 million spent in potential tipping fees.

For perspective, the Jean-Luc Lagardère Plant – where the world’s largest aircraft, the Airbus A380 is built – takes up a whopping 7.37 million cubic yards.

The Jean-Luc Lagardère Plant in Toulouse, France is the second largest building in the world (as measured by ‘usable space.’)

The Jean-Luc Lagardère Plant

And if we were able to recycle all 700 million tons estimated to be in landfills right now?

We could potentially reclaim up to 423 million cubic yards of land!

To put just how large that is in perspective…

  • The largest building in the world – by volume – is the Boeing plant located in Everett, WA at an eye-popping 17.48 million cubic yards.

    That means reclaiming 423 million cubic yards of land is the equivalent of 24-times the largest building on earth!
Boeing’s Everett Site is heralded as having the largest manufacturing building in the world, producing the 747, 767, 777, and the 787 airplanes

And if that wasn’t enough of a reason why recovering WAS is a clear opportunity, this fact alone may shock you…

One ton of WAS recycled is the equivalent of recovering one and a half barrels of oil.

According to a 2012 joint press release by Owens Corning and Earth 911, “One ton of recycled shingles yields the equivalent of one barrel of oil.” 23  

However, according to a 2011 interview in ForConstructionPros.com with Matt Vondra, Vice President, Bluff City Materials…

Recycling a ton of shingles replaces roughly two barrels of oil. “Simple math on this product is that it has about 25% oil. A ton of liquid asphalt is approximately $400 to $500 so the oil in the shingle is worth more than $100 per ton,” says Vondra. 

A typical mix uses 5% RAS. “The 5% in the hot-mix makes up for 25% of the oil required,” says Vondra. “A typical hot-mix is around 6% oil. Shingles make up between 1.2% and 1.6% of that 6%.” 24

Using this information, we will base estimates on the assumption that one ton of WAS can be converted into the equivalent of 1.5 barrels of oil.

With WTI Crude trading in the $70 – $80 range, this means the 13 million tons of annual shingle waste is the equivalent of 19.5 million barrels of oil – worth up to $1.35 billion.

Or put another way, our country is literally throwing away more than a billion dollars worth of oil… every single year!

If you include the estimated 700 million tons currently in U.S-based landfills, the total amount of oil – an estimated 1.05 billion barrels – could be worth up to $73.5 billion.

And it’s accessible without having to raid protected lands… cause unnecessary damage to the ecosystem with fracking… all while leveraging the current oil transportation infrastructure.

Instead, we can simply pick the millions of tons of toxic WAS off the ground and convert it into what we’re calling “Net-Zero Oil” because a barrel of oil can be produce for a “Net Zero” cost – both financially and environmentally

THE MATH IS SIMPLE: 

It costs Sky Quarry roughly $25 to process one ton of WAS.

This means as long as Sky Quarry is charging a tipping fee of at least $25 per ton, they’re able to do this at a Net Zero cost.

This means that aside from the cost of any additional permits, taxes, or other associated general and administrative costs… their cost of goods sold is zero!

Or put another way, under the right market conditions, “Net Zero Oil”  is almost all profit margin for Sky Quarry.

This, however, still doesn’t account for the value of potential products created from recyclable materials.

According to management, the 13 million tons of waste asphalt shingles each year represent a ~$1.3 billion in annual revenue opportunity in the USA alone.

Bonus carbon credits with every ton of WAS recycled

  • According to Dan Krivit, a shingle recycling consultant in Minnesota and Senior Project Manager at Foth Infrastructure & Environment, the greenhouse gas savings for every ton of WAS recycled equals 60 tons of CO2 saved.25

This, in turn, may create valuable carbon credits that could potentially be sold to other companies looking for offsets.

And perhaps best of all, there’s hardly any competition for this valuable resource!

According to Management…

We can potentially buy or partner with these State landfills. Then, we can economically clean this up and recover carbon credits…

And then sell the recoverable product to manufacturers.

The low hanging fruit is the fresh waste. Next is the stock piles of “fraudulent waste disposal” operations. Third is to look at landfills.

Waste shingles piling up at a landfill in Dallas

Any landfill that is closed and has stopped operations, we wouldn’t have to pay for access to that material… we could get paid to manage it.”

This means we can effectively do a rollup and “lock up” the targeted WAS supply in America, and multiply the value because we can increase productivity

This means that Sky Quarry is doing something virtually no other business can claim…

Instead of paying money to buy raw materials needed to create products…

But in order to absorb all of that inventory, we need a market for recycled products on the other end of the cycle.

Which is great news for Sky Quarry, because right now there is…

A Massive Total Addressable Market:

Every Road in America!

Waste Asphalt Shingles (WAS) are made from materials called granules, bitumen, fiberglass, and mineral filler.

What Are Shingles Made of?

  • 35% granules
  • 30% Bitumen (Asphalt)
  • 15% Fiberglass
  • 20% Mineral Filler

But most importantly, the asphalt shingles contain anywhere between 19 – 36% of a liquid asphalt binder called “bitumen,” which is a key ingredient of hot-mix asphalt used in road construction.

This is currently the most common use for Waste Asphalt Shingles.

Which brings us to the bigger question. How much bitumen would it take to pave (or repave) all of the roads in America?

According to the American Road & Transportation Builders Association

The United States has more than 4.1 million miles of public highways plus almost 615,000 bridges. These roads and bridges form the backbone of the U.S. transportation network. 

Over the years, the extent and quality of our road system has been improving. Currently, 66.3 percent of all roads and streets in the U.S. are paved, compared with about 27 percent in 1953.26

However, what most people don’t realize is that nearly 97% of that 4.1 million miles is under the care of state and local governments.

Only 146,000 miles are under the jurisdiction of federal agencies, including roads in national forests and parks and on military and Indian reservations.

And according to the The 2019 Conditions and Performance Report, posted in 2020 by the US Department of Transportation27
The National Highway System (NHS) is a network of strategic highways within the United States. Altogether, it constitutes the largest highway system in the world.
  • Maintaining the nation’s highway and bridge conditions would require a total annual capital investment by all levels of government of $102.4 billion per year in constant 2014 dollars over 20 years.
  • The backlog of work needed to bring all roads and bridges up to a state of good repair totals $786.4 billion.
  • Improving the nation’s highways and bridges to meet strategic economic and safety goals would require a total annual investment of $135.7 billion over 20 years.

Remember, this report was released well before the Biden administration took office and announced it’s $1 trillion commitment to rebuilding the U.S. Infrastructure – of which roads and bridges are a primary concern they’re addressing. 

According to Adan Carrillo, spokesman for the Utah Department of Transportation, about 5,500 barrels of liquid asphalt are needed per mile of paving.28

To simply repave all 160,000 miles of the National Highway System (assuming 20-25% of the 5,500 tons is bitumen)

That means 176 – 220 million tons of bitumen are required to repave a small fraction of the roads in America, once!

And if we assume the same math across all 2.7 million miles of currently paved roads in America, the numbers are shocking…

Somewhere between 2.9 and 3.7 billion tons of bitumen are required simply to maintain the existing infrastructure!

And all of that building material has to come from somewhere.

Why not the 13 million tons of WAS being sent to our landfills each year?

According to management…

We have partnered, collaborated and developed a proprietary design process to break down the components of the asphalt shingles.

We intend to develop products that allow us to maximize revenue while making sure we don’t overstep the complexity of production. The paving industry is an ideal partner for our first marketing strategy.

We will start with asphaltic tack coat for the paving industry – and migrate towards higher value asphalt shingle components as our technology evolves.

How are they able to do this?

Patent Protected ECOSolv Technology is Ahead of the Curve

Thanks to Sky Quarry’s patent protected ECOSolv technology, the company is able to recover bitumen trapped inside of WAS and convert it into a cost-saving product that performs as good as – or better than – using virgin materials.

After more than three years of development, the Sky Quarry team now controls three bitumen processing patents, and feels confident in their ability to start commercializing their breakthrough recycling technology and roll it out to the WAS market.

And even though management sees the space becoming more competitive over the next 2-4 years, David Sealock, CEO of Sky Quarry says…

I think we’re in a perfect position to become the market leader. We’re not worried about the competition because we see them as partners in our larger mission.

In fact, we’re looking forward to seeing new innovation in this space to help us deal with this growing WAS crisis, and by extension, our country’s Net Zero ambitions.

David Sealock, CEO -
Sky Quarry

GAF Materials – one of the largest residential roofing companies in America – recently announced they are investing more than $100 million to commercialize the recycling process…

However, their program is only designed to recycle the “reject” shingles known as Manufactured Waste Asphalt Shingles (MWAS) their factory makes that would otherwise be thrown away…  

  • It’s NOT to help divert the 11-13 million tons of waste asphalt shingles that come from Construction & Demolition activity each year… or the estimated 700 million tons in landfills today.

But Sky Quarry is playing the long game here. They see the “big picture” and realize that more than money is at stake here.

In the same way that Elon Musk shared his knowledge with other car makers in order to form a more stable market for electric vehicles…

If it’s in the best interest of the country, the environment, and the entire ESG movement… The team is open to licensing their technology and expanding the market faster.

According to management…

“We have a social responsibility to do this work properly. If we can do the right thing by licensing our technology, we will absolutely do that.

Why? Because for every ton of waste asphalt shingles we process, we’re removing carbon from the environment by reducing upstream oil exploration, excavation, and processing.

But where this technology truly shines is the end products we’ll be able to create.

Sky Quarry will use new technologies like graphenes and polymers to enhance the physical characteristics of asphalt paving materials to increase shear strength, increase life of product, increase hydrophobic properties, simplify application and reduce overall material requirements.

Sky Quarry is also researching potential product refining, specifically the waste shingle liquid asphalt to develop a better product for the shingle producers.”

And they’re producing the end product at an economically competitive price.

This company’s process also makes material they can sell to the plastics industry, carpet makers, even other shingle makers.

This gives the company multiple revenue streams…

And because the manufacturing facility is designed to be flexible, Sky Quarry can shift product sets based on what they believe will generate the maximum potential profits in whatever market conditions are happening.

In addition, Sky Quarry also has…

A State-of-the-Art Recycling Facility Acquired for pennies on the dollar
Sky Quarry recently acquired a “like new” bitumen processing facility in Utah called the “PR Spring” facility for pennies on the dollar 29

When the WTI oil benchmark plummeted to negative $37 per barrel in April 2020, the Sky Quarry management team was  able to negotiate a deal they believe may be substantially beneficial…

Now, in case you’re wondering why they bought an oil sands facility, the reason is simple. The Sky Quarry team recognized that when combined with their unique knowledge and proprietary technology…

This facility designed to extract bitumen from oil sands could also extract bitumen from waste asphalt shingles

Which is a pretty big deal considering they are also sitting on top of…

184 million barrels of “bitumen initially in place” (BIIP)

Before joining Sky Quarry, CEO – David Sealock – was an oil and gas insider for more than 30 years.

When it comes to understanding the chemistry behind how to extract and refine oil, there are few people more knowledgeable and experienced than he is.

In addition to reconfiguring the oil sands facility they recently purchased…

Deavid Sealock, CEO of Sky Quarry, has been in the oil & gas industry for over 30 years.

They also acquired the rights to nearly 6,000 contiguous acres located in the southeastern limb of Utah’s world-famous Uintah Basin.

The Basin is so rich with oil, photos show it literally oozing from the rocks.

As for why it hasn’t been recovered until now? According to management, thanks to a combination of issues related to operations, financial management, and market forces, the previous owners were unable to complete the build out.

As a result, Sky Quarry was able to acquire this facility for pennies on the dollar.

According to third-party geological studies and petroleum engineering reports, those 6,000 acres that they’ve just picked up contain up to 184 million barrels of bitumen in place.

(The resources and associated future net revenue forecasts have been prepared and presented in accordance with the Canadian standards set out in the Canadian Oil and Gas Evaluation Handbook (COGEH) and National Instrument 51-101 (NI 51-101).)

If they wanted to tap that oil right now — which they don’t — they’ve already got easy access to produce roughly 10 million barrels of bitumen defined as “Contingent Economic Resources.”

If you don’t know anything about assessing oil reserves, here’s a quick primer on the three types of resources and reserves (and how that impacts valuation).

Quick Primer on Oil Reserves and How it affects valuation:

Mineral resources are identified during the exploration phase in the mineral development process. 

During this phase, and the following deposit appraisal phase, increasingly detailed surveys and studies are carried out to identify the location, quantity, grade, geological characteristics and continuity of the resource.  30

Following the discovery and appraisal phase, a company will assess the feasibility of profitable extraction.

Factors that affect profitability include the demand, market price, mining costs, transportation costs, new technologies that can extract the material at a lower price, taxes, environmental laws, and government price controls.

Contingent Resources are those quantities of minerals which are estimated, on a given date, to be potentially recoverable from known deposits, but which are not currently considered to be commercially recoverable. 31

Understandably, a deposit’s economic value can change with time as these factors change.

Once economic viability is established, the resource is graded into one or more of three Reserve classes, each with varying degrees of certainty of recoverability:

P1:

Proved Reserves

(High degree of certainty to be recoverable)

P2:

Probable Reserves

(Additional reserves less certain to be recovered than P1 Proved)

P3:

Possible

(Additional reserves less certain to be recovered than P2 Probable).

Once the technology is considered commercial technology, Sky Quarry would expect the majority of these Contingent Economic Resources to be reclassified as Proven Reserves.

What is “Commercial Technology”?

Recovery technology and the recovery technology status descriptions are required in order to assign contingent or prospective resources.

Technology under development – is a recovery process that has been determined to be technically viable via field test and is being further field tested to determine its economic viability in the subject reservoir.

Contingent resources may be assigned if the project provides information that is sufficient and of a quality to meet the requirements for this resource class.

The PR Spring facility is considered technology under development as oil has not been produced with our technology.

Commercial technology – is a recovery method that has been proven to be successful in commercial applications in the subject reservoir, and is a prerequisite for assigning reserves. With a consistent production (usually less than one year), the technology will be considered commercial.

At today’s prices, P1 reserves are valued at anywhere $5 to $10 a barrel. This means 10 million barrels of P1 reserves could potentially add an extra $50 – 100m to the Net Present Value (NPV).

That doesn’t even include the potential P2 and P3 reserves that could be accessible at a later date.

According to management:

Not only are we extracting a sellable product, we are reclaiming unusable real estate.

The oil we make could potentially be less invasive on the environment and competitive in the market.

We’re not fracking, we’re picking up oil that’s literally seeping out of the ground.

It doesn’t need to be transported thousands of miles. It doesn’t need to be fracked and create other geological issues. Plus, the energy it takes to extract oil from the sands is far less than deep or horizontal drilling. It doesn’t require water to process it either.

This means the oil can be processed right here in our facility and be turned into useful petroleum products at a net positive impact to our environment, and do it at a competitive price.

But it gets even better…

Once they’ve extracted the bitumen from the oil sands, they now have something called “clean sand,” which is in growing demand from cement producers and export markets!

And with more demand means more opportunity to scale. How will they do it?

An Experienced Management Team With More Than $2.5 Billion in Exits and Skin in the Game!

First, you’ve got Sky Quarry’s CEO, David Sealock, who comes with more than 30 years of experience in the oil and gas industry, and more than $1.2 billion in equity and debt deals under his belt.

He’s served as the CEO – or as top management – for multiple energy companies.

He’s helped raise hundreds of millions of dollars for project financing.

David Sealock, CEO - Sky Quarry

And he’s also helped take multiple other companies public…

  • Like Deer Creek Energy, which went public in 2004 and was then acquired by French oil giant Total in 2005 for approximately C$1.6 billion.32
  • And Sunshine Oilsands, which went public in 2012 on the Hong Kong Stock Exchange at a $579m valuation. At the time, it was the biggest IPO in Hong Kong since the $1.9 billion New China Life Insurance Co Ltd dual listing in the city and Shanghai in December.33

Then you’ve got his equally brilliant co-founder, Marcus Laun.

He’s also the founder of the investment banking division of the Knight Capital Group, which — by the way — happens to be the largest market-maker of equities in the US.

Over the last 20 years, he’s also helped build more than fifteen private and publicly traded companies.

One of those, he sold for $250 million.

Long story short, they’ve built highly successful businesses before!

Marcus Laun, Co-Founder, Executive Vice President - Sky Quarry

And backing all that up, you’ve also got a blockbuster management team.

We’re talking top strategy guys and finance experts, energy industry lawyers, an oil supply chain expert, top IT talent, a construction manager who’s got 45 years of experience in oil and gas… and the list goes on.

According to Mr. Sealock…

If you take a look at the business acumen of the group, we have tremendous experience.

Thanks to the perseverance of our team, we’re moving faster than our competitors because of the dedication of our people.

As a company we’re always asking ourselves “how can we do something better for the planet and do good for our shareholders?”

That’s why we’ve decided to address the issue from an ESG perspective.

Our primary responsibilities are to the jurisdictions and communities within which we work.

At the same time, we recognize the huge economic upside to what we’re doing as well.

With this in mind, we see an opportunity to make all stakeholders thrilled – environmentalists, social groups, politicians, and shareholders.”

The team believes in their mission so much, many of the company insiders have elected to forgo salary, and several plan on investing more of their own money in this round.

Not to mention the fact they’ve already attracted interest from one of the titans on Wall Street.

While there’s no guarantee that Sky Quarry will make an exit…

Wall Street banks – like J.P. Morgan – aren’t in the business of throwing their money away on risky startups.

They’re in the business of making as much money – while taking as little risk – as possible.

At the time of publishing, J.P. Morgan owns a 20% stake in Sky Quarry…

And like any good banker looking to protect their investment, they have no interest in getting diluted off the cap table.

Which is good news because Sky Quarry is also developing…

Modular Recycling Facilities that Enable Aggressive Expansion Opportunities

Sky Quarry's plant is modular in design and can be installed at a number of high-demand locations across the country.

Even though Sky Quarry was able to pick up a state-of-the-art bitumen recovery facility and 6,000 acres of land…

That doesn’t mean they’re locked into that single location.

Thanks to their modular recycling facilities, Sky Quarry could potentially build  new recycling facilities all over the country.

In fact, they’ve already worked out the numbers…

Each one of these facilities would cost an estimated $8 million to build…

And each one will be able to process between 250 to 500 tons of waste asphalt shingles per day.

If today’s oil prices stay around ~$70 per barrel, that’s enough to completely cover the cost for an extra processing site within 18 months.

After that, they have the potential to make out an additional $6.5 to $8 million per year…

On top of what they’ll potentially make at the main site in Utah!

According to management…

Our 3 to 5 year plan is to roll out up to 10 facilities, covering the southern states of the US. With that said, the potential market penetration is unlimited.

Our technology will be modular in design, allowing us to mobilize our facilities for reuse in different jurisdictions as needed.

To address immediate environmental risks, we will build modular self-contained units that can work in parallel to quickly address clean ups – ie – process trains that can process 250 tons per day – where we can run 1 to 10 trains at a time.”

They’re also in talks with other municipalities for expansion.

Also according to management…

We are in discussions with major refineries and customers, specifically the Georgia and Florida regions. 

These discussions will enable the company to move forward with its long-term goal of building out multiple asphalt shingle recycling facilities across the U.S. and eventually on a global basis.” 34

A Clear Pathway to Multiple Exit Opportunities

When you have oil majors like BP who have ambitions to be Net Zero by 2050 35

…or, when we see Shell – one of the biggest oil producers in the world – lose a Dutch court ruling and must now legally be responsible to cut their greenhouse emissions by 45% by 2030…

It’s obvious they’re going to need breakthrough technology to meet their mandates.

The value of a green technology – and a potential increase in NPV of resources – are one of the drivers that could be the basis of a potential acquisition of Sky Quarry.

And according to management…

This will play well in the annual reports of any of these major oil companies. Not to mention, it would be a boon to our mission here at Sky Quarry.

With a bigger distribution channel and balance sheet, we can blanket the country with this technology and pursue our goal of addressing climate change at a much higher level.”

A Wall Street “Double Dip” For Retail Investors

With an estimated $60 million in replacement value for the facility alone – not to mention the potential resource value – at a $37.5 million valuation, management believes this deal is already priced at a discount.

But to make this an even better opportunity, when you invest through this private Regulation-A+ offering, you’ll also get something called a “warrant,” which allows you to buy shares at a set price regardless of where the stock goes.

You may not have heard of warrants before, but these are what Wall Street insiders negotiate when they’re doing deals…

Like Warren Buffett – who made a deal to invest in the publicly traded Bank of America, acquiring warrants for BAC common stock at an exercise price of $7.14 each.

Eventually, the stock reached $24.32 per share, and the Oracle of Omaha netted a 240% gain… turning a $5 billion investment into $17 billion.

Of course, we’re not promising you’re going to make billions of dollars or see a 240% gain….

But this “double dip” is exactly what the insiders on Wall Street negotiate when they do deals.

Now, through this private Regulation-A+ offering…

You have the opportunity to “double dip” on this privately held company that could change the way America recycles waste asphalt shingles!

Ready to invest in Sky Quarry?

Click the button below to get started…

Investment Documents, Risks & Disclosures
An investment in the Company involves a high degree of risk. You should carefully consider the risks described above and those below before deciding to purchase any securities in this offering. If any of these risks actually occurs, our business, financial condition or results of operations may suffer. As a result, you could lose part or all of your investment.

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent such attacks). Additionally, early-stage companies are inherently more risky than more developed companies, and the risk of business failure and complete loss of your investment capital is present. You should consider general risks as well as specific risks when deciding whether to invest.

Summary

  • There is no guarantee that we will ever successfully develop the technology that is essential to our business.
  • We may not raise enough capital in this offering to begin generating revenue.
  • We are a comparatively early-stage technology company that has incurred operating losses in the past and may never achieve or maintain profitability.
  • We operate in a highly competitive industry that is dominated by several very large, well-capitalized market leaders, and the size and resources of some of our competitors may allow them to compete more effectively than we can.
  • We rely on third parties to provide services essential to the success of our business.  If the third parties we rely on to provide services necessary to our business become insolvent, it would be materially disruptive to our business, and we may incur high costs and time to secure alternative supply.
  • Substantially all of our assets are pledged as collateral to a lender.
  • We are controlled by our officers and directors.
  • In certain circumstances, investors will not have dissenters’ rights.
  • As of the date of this Offering Circular there was no market for our common stock.
  • Our auditor included a “going concern” note in its audit report on our financial statements.
  • Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under these agreements.

 

Risks Related to Our Company

Our ECOSolv Technology May Not Work as Expected.

The recovery of oil from our bitumen deposit and the process of recycling WAS is dependent on the viability of our proprietary technology which we refer to as the ECOSolv process. However, the ECOSolv technology has never been used on a commercial scale. If the ECOSolv technology does not perform as expected, our business plan is likely to fail.

We may not raise enough capital in this offering to begin generating revenue.

By the year ending December 31, 2023 the Company expects that a significant portion of its gross revenues will be derived from the operations of its PR Spring facility. However, the Company will need approximately $7,500,000 to retrofit the facility, and if less than $7,500,000 is raised in this offering, the Company will not have sufficient funds to retrofit the PR Spring facility. Similarly, by the year ending December 31, 2023 the Company expects that a significant portion of its gross revenues will be derived from recycling WAS at its PR Spring facility and at ASR facilities which the Company plans to construct at various locations in the United States. However, the Company will need approximately $8,000,000 to design, construct, and test the operational effectiveness of a pilot ASR facility. If less than $15,000,000 is raised in this offering the Company will not have sufficient funds to design, construct, and test this pilot facility.

We have a limited operating history upon which you can evaluate our performance and have a history of losses. Accordingly, our prospects must be considered in light of the risks that any new company encounters.

We were incorporated under the laws of Delaware on June 4, 2019. We have generated limited revenues and have a history of losses. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of our technology and products. We anticipate that our operating expenses will increase for the near future, and there is no assurance that we will be profitable in the near future. You should consider our business, operations, and prospects in light of the risks, expenses, and challenges faced as an emerging growth company.

Our future operating results will depend on many factors, including:

  • our ability to raise adequate working capital;
  • the success of the development of our facilities;
  • the level of our competition;
  • our ability to attract and maintain key management and employees;
  • and our ability to efficiently develop and produce sufficient quantities of saleable products from waste asphalt shingles in a highly competitive and speculative environment while maintaining quality and controlling costs.

There is no minimum amount required to be raised in this offering.

We may not have enough funds to sustain our business until it becomes profitable, as we may not accurately anticipate how quickly we may use the funds that are raised in the offering and whether such funds are sufficient to bring our business to profitability. If we fail to raise sufficient capital from this offering, we intend to seek additional financing either through the sale of equity or loans from third parties. However, there can be no assurance that we will be able to obtain any additional capital.

Our auditors have expressed doubt as to our ability to continue in business.

The accompanying financial statements have been prepared assuming we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. We had an accumulated deficit of $(798,051) at March 31, 2021, had a net loss of $396,625 for the year ended December 31, 2020 and a net loss of $(556,946) for the three months ended March 31, 2021. These matters, among others, raise substantial doubt about our ability to continue as a going concern.

Our future success is dependent on the continued service of our management team.

Our future success is dependent, in a large part, on retaining the services of our current management team. Our executive officers possess a unique and comprehensive knowledge of our industry, our technology and related matters that are vital to our success within the industry.  The knowledge, leadership and technical expertise of these individuals would be difficult to replace and the loss of one or more of our officers could have a material adverse effect on our operating and financial performance, including our ability to develop and execute our long term business strategy. We do not maintain a key person life insurance policy on any of the members of our senior management team. As a result, we would have no way to cover the financial loss if we were to lose the services of our directors or officers. Notwithstanding the above, none of our officers have any experience in recycling waste asphalt shingles.

Certain corporate actions need the consent of one of our principal shareholders.

JP Morgan Chase Bank owns approximately 20% of our outstanding shares of common stock. We have an agreement with JP Morgan which prohibits certain corporate actions without the consent of JP Morgan. See the section of this Offering Circular captioned “Business- Agreement with JP Morgan Chase Bank” for more information regarding this agreement.

We expect to raise additional capital through equity and/or debt offerings to support our working capital requirements and operating losses.

To fund future growth and development, the Company will likely need to raise additional funds in the future by offering shares of its Common Stock and/or other classes of equity, or debt that convert into shares of Common Stock, any of which offerings would dilute the ownership percentage of investors in this offering. See “Dilution.” In order to issue sufficient shares in this regard, we may be required to amend our certificate of incorporation to increase our authorized capital stock, which would require us to obtain the consent of a majority of our shareholders. Furthermore, if the Company raises capital through debt, the holders of our debt would have priority over holders of Common Stock, and the Company may be required to accept terms that restrict its ability to incur more debt. We cannot assure you that the necessary funds will be available on a timely basis, on favorable terms, or at all, or that such funds, if raised, would be sufficient. The level and timing of future expenditure will depend on a number of factors, many of which are outside our control. If we are not able to obtain additional capital on acceptable terms, or at all, we may be forced to curtail or abandon our growth plans, which could adversely impact the Company, its business, development, financial condition, operating results or prospects.

Any valuation at this stage is difficult to assess.

The valuation for this Offering was established by the Company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially early-stage companies, is challenging to assess, and you may risk overpaying for your investment.

If we cannot raise sufficient funds, we may not succeed.

We are offering Units in this Offering on a best-efforts basis and may not sell all of the Units we are offering. Even if the maximum amount is raised, we are likely to need additional funds in the future to grow. The technology and products we are developing are highly sophisticated, and we may also encounter technical challenges that require more capital than anticipated by the management team to overcome. If we cannot raise those funds for whatever reason, including reasons relating to the Company itself or to the broader economy, the Company may not survive. If we raise a substantially lesser amount than the maximum raise, we will have to find other sources of funding for some of the plans outlined in “Use of Proceeds”.

Part of our asset base is currently pledged as collateral to a lender. 

We have already entered into early financing arrangements with lenders that contain covenants that could limit our ability to engage in specified types of transactions. These covenants may limit our ability to, among other things, consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets.

A breach of any of the covenants with our lenders could result in a default under the terms of certain financings in which the lender could elect to declare all amounts outstanding thereunder to be immediately due and payable. If the current secured financial obligations are repaid, we may need to pledge all of our assets as collateral to secure additional financings in the future.

Acquisition opportunities may present themselves that in hindsight did not achieve the positive results anticipated by our management. 

From time to time, acquisition opportunities may become available to the Company. Those opportunities may involve the acquisition of specific assets, such as intellectual property or inventory, or may involve the assumption of the business operations of another entity. Our goal with any future acquisition is that any acquisition should be able to contribute neutral to positive EBITDA to the Company after integration. To effect these acquisitions, we will likely be required to obtain lender financing or issue additional shares of stock in exchange for the shares of the target entity. If the performance of the acquired assets or entity does not produce positive results for the Company, the terms of the acquisition, whether it is interest rate on debt, or additional dilution of stockholders, may prove detrimental to the financial results of the Company, or the performance of your particular shares.

The novel coronavirus (COVID-19) pandemic may have an impact on our business, financial condition and results of operations.

The COVID-19 pandemic has rapidly escalated in the United States, creating significant uncertainty and economic disruption, and leading to record levels of unemployment nationally. Numerous state and local jurisdictions have imposed, and others in the future may impose, shelter-in-place orders, quarantines, shut-downs of non-essential businesses, and similar government orders and restrictions on their residents to control the spread of COVID-19. The extent to which COVID-19 ultimately impacts our business, financial condition and results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of the COVID-19 outbreak and the effectiveness of actions taken to contain the COVID-19 outbreak or treat its impact, among others. In addition to the COVID-19 disruptions possibility adversely impacting our business and financial results, they may also have the effect of heightening many of the other risks described here under “Risk Factors,” including risks relating to changes due to our limited operating history; our ability to generate sufficient revenue, to generate positive cash flow; our relationships with third parties, and many other factors. We will endeavor to minimize these impacts, but there can be no assurance relative to the potential impacts that may be incurred.

Our operations are currently geographically concentrated and therefore subject to regional economic, regulatory and capacity risks.

Initially, all of our operations will take place at our PR Spring facility in eastern Utah. As a result of this early geographic concentration, we may be disproportionately exposed to the effect of regional supply and demand factors, delays or interruptions in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, weather events or interruption of the processing or transportation of our products. Additionally, we may be exposed to additional risks, such as changes in laws and regulations that could limit our operations at PR Spring.

 

Risk Factors Related to Asphalt Shingles Recycling

The nature of our operations may involve various risks.

Our anticipated operations in asphalt shingle recycling and reclamation involves many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Furthermore, the marketability of any products produced from waste asphalt shingles will be affected by numerous factors beyond our control. These factors include, but are not limited to, price fluctuations, proximity and capacity of processing equipment, equipment and labor availability and government regulations (including, without limitation, regulations relating to prices, taxes, royalties, allowable production, importing and exporting of base components of asphalt cement, shingle granules, sand aggregate, limestone and fiberglass, land use and environmental protection). The extent of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

The viability of our business plan, business operations, and future operating results and financial condition are and will be exposed to fluctuating prices for our end-products.

Prices for asphalt cement, shingle granules, sand aggregate, limestone and fiberglass, and their related products are affected by supply and demand, which can fluctuate significantly. Factors that influence supply and demand include operational issues, natural disasters, weather, political instability or conflicts, and economic conditions. Price fluctuations can have a material effect on our ability to raise capital and fund our activities, our potential future earnings, and our financial condition.

Environmental and regulatory compliance may impose substantial costs on us.

Our operations are or will be subject to stringent federal, state and local laws and regulations relating to improving or maintaining environmental quality. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested many years ago.

Our activities are or will be subject to extensive laws and regulations governing our remediation, and recycling activities, as well as those governing exports, taxes, labor standards, occupational health, waste disposal, land use, protection and remediation of the environment, protection of endangered and protected species, operational safety, toxic substances and other matters. Generally, our activities and operations, may be subject to risks and liabilities associated with pollution of the environment and disposal of any waste products. Compliance with these laws and regulations may impose substantial costs on us and may subject us to potential liabilities. In addition, should there be changes to existing laws or regulations, our competitive position within the industry may be adversely affected, as many industry players may have greater resources than we do.

We may be exposed to third party liability and environmental liability in the operation of our business.

Our operations could result in liability for personal injuries, property damage, discharge of hazardous materials, remediation and clean-up costs and other environmental damage. We could be liable for environmental damages caused by previous owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, and the payment of such liabilities could have a material adverse effect on our financial condition and results of operations. The release of harmful substances in the environment or other environmental damages caused by our activities could result in us losing our operating and environmental permits or inhibit us from obtaining new permits or renewing existing permits. We currently have a limited amount of insurance and at such time as we commence operations we expect to be able to obtain and maintain additional insurance coverage for our operations, including limited coverage for sudden environmental damages. Accordingly, we could incur substantial costs to comply with environmental laws and regulations which could affect our ability to operate as planned.

Because of the speculative nature of asphalt shingle recycling, there is risk that our business may not succeed.

We cannot provide investors with any assurance that we will be able to obtain requisite amount of feed stock or asphalt shingles necessary for the success of our operations, which may force us to abandon or curtail our business plan and, as a result, any investment in us may become worthless.

The price for asphalt cement, shingle granules, sand aggregate, limestone and/or fiberglass is subject to a variety of factors that are beyond our control.

These factors include:

  • consumer and/or industrial demand;
  • supply of asphalt shingles;
  • domestic governmental regulations and taxes;
  • the price and availability of solvent materials and feedstocks;
  • adverse weather conditions;
  • worldwide economic conditions.

The market for asphalt cement, shingle granules, sand aggregate, limestone and/or fiberglass may be highly competitive, and intensely competitive pressures could force us to abandon or curtail our business plan.

The market for asphalt cement, shingle granules, sand aggregate, limestone and/or fiberglass products may be highly competitive, and we can only expect competition to intensify in the future. Numerous well-established companies are focusing significant resources on similar recycling and remediation activities and may be competing with us for opportunities.    Competitors include larger companies which, in particular, may have access to greater resources, may be more successful in the recruitment and retention of qualified employees and may conduct their own marketing operations, which may give them a competitive advantage.  Actual or potential competitors may be strengthened through the acquisition of additional assets and interests.  As a result, there can be no assurance that we will be able to compete successfully or that competitive pressures will not adversely affect our business, results of operations and financial condition. If we are not able to successfully compete in the marketplace, we could be forced to curtail or even abandon our current business plan, which could cause any investment in us to become worthless.

Decommissioning costs are unknown and may be substantial.  Unplanned costs could divert resources from other projects.

In the future, we may become responsible for costs associated with abandoning and reclaiming facilities which we use for recycling of asphalt shingles.  Abandonment and reclamation of these facilities and the costs associated therewith is often referred to as “decommissioning.” The use of funds to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

We may have difficulty marketing or distributing the asphalt cement, shingle granules, sand aggregate, limestone and/or fiberglass we may produce, which could harm our financial condition.

In order to sell the finished asphalt cement, shingle granules, sand aggregate, limestone and fiberglass that we are able to produce from the asphalt shingles recycling process, if any, we must be able to make economically viable arrangements for the storage, transportation and distribution of these products to the market.  We will rely on local infrastructure and the availability of transportation for storage and shipment of our products, but infrastructure development and storage and transportation facilities may be insufficient for our needs at commercially acceptable terms in the localities in which we operate.

Furthermore, weather conditions or natural disasters, actions by companies doing business in one or more of the areas in which we will operate, or labor disputes may impair the distribution of our products and in turn diminish our financial condition or ability to maintain our operations.

We rely on technology to conduct our business, and our technology could become ineffective or obsolete.

We rely on technology, including proprietary techniques, processes, and intellectual property, as well as closely-held economic models, to develop our plans and estimates and to guide our development, processing, and production activities.  We will be required to continually enhance and update our technologies in order to maintain its efficacy and to avoid obsolescence.  As such, our business may carry with it a greater degree of technological risk than other projects that employ commercially proven technologies. If major process design changes are required, the costs of doing so may be substantial and may be higher than the costs that we anticipate for technology maintenance and development.  If we are unable to maintain the efficacy of our technology, our ability to manage our business and to compete may be impaired.  Further, even if we are able to maintain technical effectiveness, our technology may not be the most efficient means of reaching our objectives, in which case we may incur higher operating costs than we would were our technology more efficient.

We do not yet have a market for any of our recycled products.

There can be no assurance that a market will develop for our recycled products. We do not have any sales or supply agreements with any company for the byproducts of waste asphalt shingles.

Our shingle remediation activities will be dependent upon having an available supply of waste asphalt shingles from waste haulers, shingle manufacturers or other third parties.

As of the date of this Offering Circular we did not have any supply agreements with landfills and/or private waste haulers.

 

Risks Related to Oil Sands Exploration

We do not have any proven oil reserves.

As of the date of this Offering Circular our bitumen deposit did not have any proven oil reserves. If our oil sands do not contain economically recoverable heavy oil and bitumen, and/or we are unable to commercially extract such quantities, we may be forced to abandon or curtail our business plan and, as a result, any investment in us may become worthless.

The price of oil has historically been volatile. 

Our future financial condition and results of operations will depend, in part, upon the price for oil. Oil prices historically have been volatile and likely will continue to be volatile in the future, especially given current world geopolitical conditions. Our cash flows from operations will be highly dependent on the prices that we receive for oil. This price volatility also affects the amount of our cash flows available for capital expenditures and our ability to borrow money or raise additional capital. The price for oil is subject to a variety of additional factors that are beyond our control. These factors include:

  • the level of consumer and industrial demand for oil;
  • the domestic and foreign supply of oil;
  • the ability of the members of the Organization of Petroleum Exporting Countries (“OPEC”) to agree to and maintain oil price and production controls;
  • domestic governmental regulations and taxes;
  • adverse weather conditions;
  • market uncertainty due to political conditions in oil and gas producing regions; and
  • worldwide economic conditions.

These factors as well as the volatility of the energy markets generally make it extremely difficult to predict future oil price movements with any certainty. In a low oil price environment oil sands exploration and development may not be economically or financially viable or profitable. Prolonged periods of low oil prices, or rising costs, could result in our mining and processing operations being delayed or cancelled.

Furthermore, our ability to sell oil will be affected by numerous factors beyond our control. These factors include, but are not limited to, proximity and capacity of refineries and pipelines and processing equipment, equipment and labor availability and government regulations (including, without limitation, regulations relating to taxes, royalties, importing and exporting of oil, and land use and environmental protection). Weather conditions or natural disasters or labor disputes may impair the distribution of oil and in turn diminish our financial condition and our ability to maintain our operations.

Our operations are currently geographically concentrated and therefore subject to regional economic, regulatory and capacity risks.

Initially, all of our operations will be conducted at our PR Spring Facility in eastern Utah. As a result of this geographic concentration, we may be disproportionately exposed to the effect of regional supply and demand factors, delays or interruptions of production from oil sands caused by governmental regulation, processing or transportation capacity constraints, market limitations, or weather events.

Oil sands development involves many risks.

The oil sands development business involves a variety of operating hazards and risks such as explosions, fires, spills, pollution, release of toxic gas and other environmental hazards and risks. These hazards and risks could result in substantial losses to us from, among other things, injury or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of operations. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available to us and/or force us to expend substantial monies in connection with litigation or settlements.

Environmental and regulatory compliance may impose substantial costs on us.

Our operations will be subject to stringent federal, state and local laws and regulations relating to improving or maintaining environmental quality. Environmental laws often require parties to pay for remedial action or to pay damages regardless of fault. Environmental laws also often impose liability with respect to divested or terminated operations, even if the operations were terminated or divested many years ago.

Our oil production and processing activities will be subject to extensive laws and regulations governing development, production, taxes, labor standards, occupational health, waste disposal, land use, protection and remediation of the environment, protection of endangered and protected species, operational safety, toxic substances and other matters. Compliance with these laws and regulations, or changes to existing laws or regulations, will impose substantial costs on us and may subject us to significant potential liabilities.

We are required to obtain various regulatory permits and approvals in order to operate. There is no assurance that these regulatory approvals will be obtained at all or with terms and conditions acceptable to us.

We may be exposed to third party liability and environmental liability in the operation of our business.

Our operations could result in liability for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs and other environmental damage. We could be liable for environmental damages caused by previous owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, and the payment of such liabilities could have a material adverse effect on our financial condition and results of operations. The release of harmful substances in the environment or other environmental damages caused by our activities could result in us losing our operating and environmental permits or inhibit us from obtaining new permits or renewing existing permits. We currently have a limited amount of insurance and, at such time as we commence operations, we expect to be able to obtain and maintain additional insurance coverage for our operations, including limited coverage for sudden environmental damages, but we do not believe that insurance coverage for environmental damage that occurs over time is available at a reasonable cost. Moreover, we do not believe that insurance coverage for the full potential liability that could be caused by environmental damage is available at a reasonable cost. Accordingly, we may be subject to liability in the event of certain environmental damage.

Decommissioning costs are unknown and may be substantial.  Unplanned costs could divert resources from other projects.

In the future, we may become responsible for costs associated with abandoning and reclaiming wells and facilities which we use for processing of oil sands.  Abandonment and reclamation of these facilities and the costs associated therewith is often referred to as “decommissioning”. If decommissioning is required before economic depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs.  The use of other funds to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

 

Risks Related to Our Common Stock

Investors in this offering may not be entitled to a jury trial with respect to certain claims which could result in less favorable outcomes to the plaintiff(s) in any action against us.

Investors in this offering will be bound by the Subscription Agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the Company arising out of or relating to these agreements. By signing this agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If the Company opposes a jury trial demand based on any waiver, a court would determine whether the waiver would be enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal laws. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the Federal securities laws has not been finally adjudicated by a Federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware and in the Court of Chancery in the State of Delaware, which governs the Subscription Agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently, and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the Subscription Agreement. You should consult legal counsel regarding the jury waiver provision before signing the Subscription Agreement.

If you bring a claim against the Company in connection with matters arising under the Subscription Agreement, including claims under Federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Subscription Agreement with a jury trial. No condition, stipulation, or provision of the Subscription Agreement serves as a waiver by an investor, of compliance with any provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the shares that were in effect immediately prior to the transfer of the Shares, including but not limited to the Subscription Agreement.

Claims of U.S. civil liabilities may not be enforceable against our management.

Certain members of our Board of Directors and senior management are residents of Canada, and many of the assets of such persons are located outside the United States. As a result, it may not be possible to serve process on such persons in the United States or to enforce judgments obtained in U.S. courts against them based on civil liability provisions of the securities laws of the United States.

The United States and Canada do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Consequently, a final judgment for payment given by a court in the United States, whether or not predicated solely upon U.S. securities laws, would not automatically be recognized or enforceable in Canada. In addition, uncertainty exists as to whether Canadian courts would entertain original actions brought in the United States against the Company’s Canadian directors or senior management predicated upon the securities laws of the United States or any state in the United States. Any final and conclusive monetary judgment for a definite sum obtained against us in U.S. courts would be treated by the courts of Canada as a cause of action in itself and sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that certain requirements are met. Whether these requirements are met in respect of a judgment based upon the civil liability provisions of the U.S. securities laws, including whether the award of monetary damages under such laws would constitute a penalty, is an issue for the court making such decision. If a Canadian court gives judgment for the sum payable under a U.S. judgment, the Canadian judgment will be enforceable by methods generally available for this purpose. These methods generally permit the Canadian court discretion to prescribe the manner of enforcement.

As a result, U.S. investors may not be able to enforce any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws, against the Company’s officers or directors who are residents of Canada

We may issue shares of preferred stock that would have a liquidation preference to our common stock.

Our articles of incorporation currently authorize the issuance of 25,000,000 shares of our preferred stock. The board has the power to issue shares without shareholder approval, and such shares can be issued with such rights, preferences, and limitations as may be determined by our board of directors. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of any holders of preferred stock that may be issued in the future. We presently have no commitments or contracts to issue any shares of preferred stock. Authorized and unissued preferred stock could delay, discourage, hinder or preclude an unsolicited acquisition of our company, could make it less likely that shareholders receive a premium for their shares as a result of any such attempt, and could adversely affect the market prices of, and the voting and other rights, of the holders of outstanding shares of our common stock.

As of the date of this Offering Circular there was no market for our common stock.

If you want to sell your shares of common stock in the future, you may not be able to find a buyer. Although we intend to apply in the future for quotation of our common stock on the over-the-counter market there are several requirements that we may or may not be able to satisfy in a timely manner. Even if we obtain that quotation, we do not know the extent to which investor interest will lead to the development and maintenance of a liquid trading market. In addition, should a market develop for our common stock in the future, many brokerage firms will not accept the deposit of microcap securities or the fees charged to deposit your securities with a broker may be high. You should assume that you may not be able to liquidate your investment for some time should a public market develop for our common stock.

Disclosure requirements pertaining to penny stocks may reduce the level of trading activity for our common stock if and when it is publicly traded.

Trades of the Company’s common stock, should a market ever develop, may be subject to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

 

Footnotes

  1. https://news.mongabay.com/2021/04/behind-the-buzz-of-esg-investing-a-focus-on-tech-giants-and-no-regulation/
  2. [Disclaimer: There is no guarantee any additional investments will be made or maintained by these groups, and a failure to do so could make it difficult to raise enough investors to successfully complete the offering.]
  3. https://www.epa.gov/smm/recycling-economic-information-rei-report
  4. https://www.epa.gov/sites/production/files/2017-05/documents/final_2016_rei_report.pdf
  5. https://www.youtube.com/watch?v=T3WQQsSGYkM
  6. https://fee.org/articles/the-worlds-recycling-system-is-falling-apart-whats-going-on/
  7. https://drive.google.com/file/d/1CwtHXWdfSTAvYV01kAC0JD4lH374o6g5/view?usp=sharing
  8. https://www.epa.gov/landfills/municipal-solid-waste-landfills
  9. https://steelysdrinkware.com/growing-global-landfill-crisis/#:~:text=The%20environmental%20problems%20caused%20by%20landfills%20are%20numerous.,climate%20change%2C%20but%20they%20also%20contribute%20to%20it.
  10. https://steelysdrinkware.com/growing-global-landfill-crisis/#:~:text=The%20environmental%20problems%20caused%20by%20landfills%20are%20numerous.,climate%20change%2C%20but%20they%20also%20contribute%20to%20it.
  11. https://www.audubon.org/magazine/july-august-2015/new-yorks-fresh-kills-landfill-gets-epic
  12. http://www.gfredlee.com/Landfills/NRC_EngrBarriers.pdf
  13. https://www.sciencedirect.com/topics/earth-and-planetary-sciences/construction-waste
  14. https://nepis.epa.gov/Exe/ZyPDF.cgi/P100SSJP.PDF?Dockey=P100SSJP.PDF
  15. https://www.epa.gov/facts-and-figures-about-materials-waste-and-recycling/construction-and-demolition-debris-material
  16. https://www.transparencymarketresearch.com/construction-waste-market.html
  17. https://www.cdrecycler.com/article/the-importance-of-materials-recovery-coordination-in-construction–demolition/
  18. (Note: projection assumes an average $25 tipping fee and an estimated operating cost of $25)
  19. https://www.networx.com/article/asphalt-shingle-recycling-facts-and-figu
  20. https://nepis.epa.gov/Exe/ZyPDF.cgi/P100SSJP.PDF?Dockey=P100SSJP.PDF
  21. https://nerc.org/documents/summary_of_state_candd_reg_requirements.pdf
  22. https://www.co-asphalt.com/assets/IS138-2019_RAP-RAS-WMA_Survey.pdf
  23. https://www.businesswire.com/news/home/20120531005532/en/Shingles-Recycled
  24. https://www.forconstructionpros.com/equipment/material-processing-debris-handling/article/10533815/recycled-asphalt-shingles-ras-cut-costs-and-stretch-highway-dollars
  25. https://www.wasterecyclingmag.ca/feature/from-roof-to-road/
  26. https://www.artba.org/government-affairs/policy-statements/highways-policy/
  27. https://www.fhwa.dot.gov/policy/23cpr/
  28. https://www.foxnews.com/story/asphalt-shortage-delays-road-maintenance-nationwide
  29. https://www.oilsandsmagazine.com/news/2018/2/25/us-oil-sands-receivership-asset-sales
  30. http://minesqc.com/en/informations-sheets/what-are-mineral-resources-and-mineral-reserves-what-is-the-difference-between-them/
  31. https://www.spe.org/en/industry/petroleum-resources-classification-system-definitions/
  32. https://www.mining.com/laricina-to-raise-up-to-400m-in-private-placement-pushing-out-ipo/
  33. https://financialpost.com/commodities/energy/sunshine-oilsands-prices-579m-hk-ipo-at-bottom
  34. [Disclaimer: There is no guarantee these customers will sign an agreement. All statements by management regarding future potential customers should be treated as speculative in nature]
  35. https://www.bp.com/en/global/corporate/news-and-insights/press-releases/bernard-looney-announces-new-ambition-for-bp.html

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communication forum

  • Edward Mc Veigh

    How do I get a tin I live in Ireland [email protected]

  • Martin De Venuta

    Is there a current plant in operation and how do they get the roof shingles delivered to them?

    There are thousands of shingle roofs that get replaced every day across America and those shingles are torn off by the roofers along with plywood too. How do you separate the materials?

    How many plants are you planning to build in America and where?

    I agree with the concept but have an issue in understanding this company’s growth. This company is based in Utah. What are the plans for growth? Staying in Utah alone or going across the United States?

  • Senitiki Rokocakau

    I am located in Fiji, can I invest?

  • Leonardo Lee

    Hello.
    When do you expect to start generating income?
    Once you do, what are your revenue goals for the first 5 years?

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