Sky Quarry Signs Non-Binding Letter of Intent to Introduce BioForce Nanosciences to Potential Financing Sources

Sky Quarry signed a non-binding LOI to help BioForce seek $25 million for Nevada oil drilling.

What the company is saying

Sky Quarry Inc. is announcing a non-binding letter of intent with BioForce Nanosciences Holdings, Inc. to introduce BioForce to potential financing sources for a Nevada oil exploration, drilling, and development program. The company frames this as a step in its Nevada Oil Development Program, which targets up to $50 million in third-party investment, and as part of its broader Great Basin Energy Initiative. The announcement emphasizes the scale of BioForce’s acreage—19,957 acres of federal oil and gas leases—and highlights third-party resource estimates: 8.085 billion barrels original oil in place and 1.349 billion barrels technically recoverable at Fox Mountain, and 2.932 billion barrels original oil in place and 497 million barrels technically recoverable at South Lund. Sky Quarry stresses that its role is limited to making introductions, with no obligation to fund, no fee or compensation, and no preferential rights to any future production. Marcus Laun, Interim CEO and President, is quoted to reinforce the company’s goal of connecting exploration capital with potential local markets, specifically referencing the Eagle Springs Refinery as a possible offtake destination if commercial production is achieved. The tone is measured, repeatedly clarifying the non-binding, non-exclusive, and contingent nature of the arrangement.

What the data suggests

BioForce is seeking approximately $25 million for its Nevada oil program, with Sky Quarry acting solely as an introducer to potential financiers. The Nevada Oil Development Program, announced August 5, 2026, targets up to $50 million in third-party investment, but this is an aggregate goal, not a commitment or secured capital. BioForce holds 19,957 acres of federal leases in Nevada’s White River Valley, and has provided an independent prospective resources assessment by Ryder Scott Company, L.P. showing gross, unrisked P50 estimates: Fox Mountain with 8.085 billion barrels original oil in place and 1.349 billion barrels technically recoverable, and South Lund with 2.932 billion barrels original oil in place and 497 million barrels technically recoverable. These figures are prospective resources, not reserves, and Sky Quarry has not independently verified them. The LOI is non-binding, can be terminated at any time, and has a 180-day term. Sky Quarry receives no fee, has no obligation to provide funding, and does not gain any preferential rights to BioForce’s production. Any future offtake or crude purchase agreement would require separate negotiation and depend on commercial production, crude quality, volumes, and market-based pricing. No operational, financial, or drilling milestones have been achieved yet.

Analysis

The announcement is measured in tone and transparent about the non-binding, preliminary nature of the agreement. Most claims are forward-looking: the $25 million financing is only being sought, not secured; resource figures are prospective, not reserves; and any commercial production, offtake, or refinery benefit is contingent on multiple future steps. The company explicitly states there is no guarantee of financing, no obligation to fund, and no fee or preferential rights. The only realised facts are the signing of a non-binding LOI and the disclosure of acreage and third-party resource estimates. There is no evidence of capital committed, drilling commenced, or revenue/profit impact. The language avoids exaggeration and repeatedly clarifies the limitations and contingencies, resulting in a low hype score.

Risk flags

• ●The LOI is non-binding, non-exclusive, and can be terminated by either party at any time, meaning there is no guarantee that any financing will be secured or that the project will advance beyond the introduction stage. This exposes both parties to the risk of no tangible outcome from the agreement.
• ●BioForce’s resource estimates—8.085 billion barrels original oil in place and 1.349 billion barrels technically recoverable at Fox Mountain, 2.932 billion barrels original oil in place and 497 million barrels technically recoverable at South Lund—are prospective resources, not reserves, and have not been independently verified by Sky Quarry. There is significant geological and commercial risk that these resources may not be discovered or may prove uneconomic to develop.
• ●Sky Quarry receives no fee, compensation, or preferential rights under the LOI, and has no obligation to provide funding. This means the company’s financial upside is entirely contingent on BioForce both securing financing and achieving commercial production, followed by a separate, market-based offtake agreement, which may never materialize.
• ●Any potential benefit to Sky Quarry’s Eagle Springs Refinery is dependent on BioForce’s ability to obtain financing, successfully drill, and produce crude oil that meets refinery specifications. Each of these steps carries substantial execution risk, including permitting, drilling outcomes, crude quality, and commercial viability.
• ●The $50 million Nevada Oil Development Program target is aspirational and not a committed or secured amount. There is a risk that continued emphasis on large investment targets and resource figures may not translate into actual capital inflows or operational progress if binding agreements are not reached.

Bottom line

This announcement signals Sky Quarry’s intent to act as a facilitator for BioForce’s $25 million Nevada oil financing, but the LOI is non-binding, non-exclusive, and provides no compensation or preferential rights to Sky Quarry. The disclosed resource figures are large but are only prospective, not proven, and have not been independently verified by Sky Quarry. No capital has been committed, no drilling has commenced, and no operational or financial milestones have been achieved. The practical impact for investors is currently negligible, as any future value depends on BioForce securing financing, achieving commercial production, and negotiating a separate offtake agreement with Sky Quarry’s refinery. The most important takeaway is that this is an early-stage, high-uncertainty arrangement with no immediate financial implications for Sky Quarry. Investors should watch for evidence of actual financing secured, drilling initiated, or binding commercial agreements before reassessing the investment case.

Announcement summary

(NASDAQ:SKYQ) Sky Quarry Inc. announced it has signed a non-binding letter of intent with BioForce Nanosciences Holdings, Inc. (BFNH) under which Sky Quarry will use commercially reasonable efforts to introduce BioForce to potential financing sources for BioForce’s Nevada oil exploration, drilling, and development program, subject to BioForce’s prior written approval of each prospective financing source. BioForce has advised Sky Quarry that it is seeking approximately $25 million for the program. The arrangement is non-exclusive, and BioForce retains sole discretion to accept or reject any financing proposal. This is the second letter of intent resulting from Sky Quarry’s efforts to attract development capital to Nevada oil projects. The agreement advances Sky Quarry’s Nevada Oil Development Program, announced August 5, 2026, which targets up to $50 million in third-party investment directly into qualified producers and projects. The Nevada program is an initial component of Sky Quarry’s broader Great Basin Energy Initiative. BioForce has reported that it holds federal oil and gas leases covering approximately 19,957 acres in Nevada’s White River Valley. BioForce furnished an independent prospective resources assessment by Ryder Scott Company, L.P. with its August 18, 2026, Form 8-K. The assessment presents gross, unrisked P50 estimates for the Fox Mountain and South Lund prospects: Fox Mountain has 8.085 billion barrels of original oil in place and 1.349 billion barrels of technically recoverable prospective oil; South Lund has 2.932 billion barrels of original oil in place and 497 million barrels of technically recoverable prospective oil. These are estimates of prospective resources, not reserves, and Sky Quarry has not independently verified them. Marcus Laun, Interim Chief Executive Officer and President of Sky Quarry, stated that the company’s goal is to connect exploration capital with a potential local market for production, and that the letter of intent provides a specific project to introduce to potential financing sources, subject to BioForce’s approval. If drilling establishes commercial production, Foreland Refining Corporation, Sky Quarry’s wholly owned subsidiary, could offer a nearby market for crude that meets refinery specifications, subject to a separate agreement on market-based terms. The Eagle Springs Refinery, operated by Foreland Refining Corporation, is near Ely, Nevada. If BioForce obtains financing and commences production, the parties intend to evaluate a potential crude oil purchase or offtake relationship. Any purchase would depend on commercial production, crude quality, volumes, pricing, transportation costs, and refinery requirements, and would require a separate definitive agreement at market-based pricing. The letter of intent gives Sky Quarry no right of first refusal, right of first offer, or other preferential right to BioForce’s production, and BioForce remains free to sell its production to any purchaser. Sky Quarry’s role under the letter of intent is limited to introducing BioForce to financing sources approved by BioForce and assisting with related presentations. Sky Quarry does not guarantee that any financing will be obtained and has no obligation to provide financing from its own balance sheet. The letter of intent provides for no fee or other transaction-based compensation to Sky Quarry. Any investment would be subject to the financing source’s independent diligence and approval and to definitive agreements negotiated directly with BioForce. The $50 million figure is the Nevada program’s aggregate third-party investment target, not a commitment. Proceeds of any financing would go directly to BioForce or an agreed project entity, and Sky Quarry would not hold or control them. The financing is not intended to involve any issuance of Sky Quarry securities. The letter of intent is non-binding with respect to any financing or offtake transaction, has a term of 180 days, and may be terminated by either party at any time.

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