UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	quarterly report under section 13 Or 15(d) of the securities exchange act of 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐	transition report under section 13 Or 15(d) of the securities exchange act of 1934

For the transition period from ________________________________ to __________________________________

Commission file number

000-54875

Sustainable Projects Group Inc.

(Exact name of registrant as specified in its charter)

Nevada		81-5445107
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Tankedraget 7, Aalborg, Denmark		DK-9000
(Address of principal executive offices)		(Zip Code)

305-814-2915

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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

☒ Yes ☐ No

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

☒ Yes ☐ No

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

Larger accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☐

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

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

☐ Yes ☒ No

As of ~~December~~May 2110, ~~2023~~2024, there were ~~292~~296,~~696~~037,813 shares of the registrant’s common stock, $0.0001 par value, outstanding, which is the only class of common or voting stock of the registrant issued.

SUSTAINABLE PROJECTS GROUP INC.

For the THREE ~~AND NINE~~ MONTHS Ended ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~2023

index to UNAUDITED CONSOLIDATED INTERIM financial statements

	Page
Consolidated Unaudited Interim Balance Sheets	F-2
Consolidated Unaudited Interim Statements of Operations and Comprehensive Loss	F-3
Consolidated Unaudited Interim Statements of Stockholders’ Deficit	F-4
Consolidated Unaudited Interim Statements of Cash Flows	F-5
Notes to Unaudited Interim Consolidated Financial Statements	F-6 to F-14
Notes to Consolidated Unaudited Interim Financial Statements	F-6 to F-15

Page F-1

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM BALANCE SHEETS

	September 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	1,020,417		$	-
Other receivables – Note 4		-			32,180
Prepaid expenses		220,465			10,089
TOTAL CURRENT ASSETS		1,240,882			42,269
Right Of Use Assets – Note 9		1,674,691			-
Equipment – Note 5		127,744			-
Intangible assets – Note 7		9,532			-
TOTAL ASSETS	$	3,052,849		$	42,269
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities – Note 8	$	528,626		$	117,199
Amounts due to related parties – Note 12		448,468			146,402
Payroll liabilities		190,714			-
Interest payable, related party – Note 12		159			-
Other payable – Note 4		32,950			-
Notes and interest payable – Note 10		68,786			-
Deferred revenues		9,730			-
Deposits received		69,648			-
Lease liability, current portion – Note 9		171,826			-
TOTAL CURRENT LIABILITIES		1,520,907			263,601
NON-CURRENT LIABILITIES
Note payable		-			-
Lease liability obligation – long term – Note 9		1,539,408			-
TOTAL NON-CURRENT LIABILITIES		1,539,408			-
TOTAL LIABILITIES		3,060,315			263,601
STOCKHOLDERS’ DEFICIT
Common Stock – Note 11 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 292,696,813 (Dec 31, 2022 – Capital Shares 50,000)		29,270			7,940
Additional Paid in Capital		2,105,021			-
Shares subscribed		469,350			-
Accumulated Deficit		(2,618,264	)		(224,419	)
Other Accumulated Comprehensive Gain (Loss)		7,157			(4,853	)
TOTAL STOCKHOLDERS’ DEFICIT		(7,466	)		(221,332	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,052,849		$	42,269

(Unaudited)

	March 31,			December 31,
	2024			2023
As at
ASSETS
Current Assets:
Cash	$	399,945		$	847,724
Other receivables – Note 4		15,490			-
Prepaid expenses and deposits		239,738			398,067
TOTAL CURRENT ASSETS		655,173			1,245,791

Right of Use Asset – Note 9		1,589,453			1,688,003
Equipment – Note 5		117,508			102,907
Intangible assets – Note 7		31,223			32,903

TOTAL ASSETS	$	2,393,357		$	3,069,604

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities – Note 8	$	488,096		$	449,952
Amounts due to related parties – Note 12		687,660			502,397
Other payable – Note 4		-			19,334
Payroll liabilities		24,566			149,148
Notes and interest payable – Note 10		70,415			69,605
Deposits received		74,257			76,545
Deferred revenues		2,071			-
Lease liability, current portion – Note 9		184,135			183,913
TOTAL CURRENT LIABILITIES		1,531,200			1,450,894

NON-CURRENT LIABILITIES
Lease Liability obligation, long term – Note 9		1,475,858			1,559,818
TOTAL NON-CURRENT LIABILITIES		1,475,858			1,559,818

TOTAL LIABILITIES		3,007,058			3,010,712

STOCKHOLDERS’ DEFICIT
Common Stock – Note 11 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 296,037,813 (Dec 31, 2023 – 296,037,813)		29,604			29,604
Additional Paid In Capital		3,586,468			3,438,273
Accumulated Deficit		(4,232,365	)		(3,359,757	)
Other Accumulated Comprehensive Gain (Loss)		2,592			(49,228	)
TOTAL STOCKHOLDERS’ DEFICIT		(613,701	)		58,892

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,393,357		$	3,069,604

See accompanying notes to the unaudited interim consolidated financial statements.

Page F-2

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	For the Three			For the Three
	For the Three Months Ended						For the Nine Months Ended
	Months Ended			Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	March 31, 2024			March 31, 2023
Operating and administrative expenses
Operating Expenses
General and administrative expenses		60,973			665			108,424			1,512
Administrative and other operating expenses		101,030			19,064
Depreciation		8,995			-			21,452			-
Advertising and marketing		2,147			-
Amortized right of use assets		59,530			-			118,408			-
Depreciation		10,212			770
Advertising and promotion		21,389			-			29,546			-
Amortization of ROU Assets		59,516			-
Interest on lease		44,787			-			90,505			-
Management fees		267,581			201,591
Office Maintenance & Utilities		39,939			-			76,055			-
Professional fees		77,942			83,308
Consulting fees		43,763			-			104,984			-
Rent expense		-			49,607
Management fees		205,613			(122	)		599,089			4,262
Operating expenses		42,889			-
Professional fees		45,162			2,700			184,092			2,700
Wages and salaries		145,329			53,476
Rent		5,998			-			57,799			-
Travel expenses		29,718			7,018
Stock based compensation (Note 13)		164,236			-			328,472			-
Vehicle expenses		23,953			-
Travel expenses		47,133			-			64,470			-
Lease liability expense		42,688			-
Wages and salaries		169,176			-			368,888			-
Research and development expense		7,770			-
Vehicle expense		4,332			-			23,210			-
Stock based payments		148,195			-
Total operating and administrative expenses		921,026			3,243			2,175,394			8,474
Total operating Expenses		958,970			414,834
Operating loss before other items		(~~921~~958,~~026~~970	)		(3414,~~243~~834	)		~~(2,175,394~~	)		~~(8,474~~	)
Miscellaneous income		7887,~~175~~172			-21,574			~~169,566~~			-
Interest expense		(883	)		-			(631	)		-
Interest (expense) income		(810	)		1,228
Net Loss		(843,734	)		(3,243	)		(2,006,459	)		(8,474	)
Net loss		(872,608	)		(392,032	)
Translation gain (loss)		23,867			61			12,010			(480	)
Comprehensive gain (loss) - translation		51,820			(4,898	)
Net loss and comprehensive loss, attributed to shareholders	$	(819,867	)	$	(3,182	)	$	(1,994,449	)	$	(8,954	)
Net loss and comprehensive loss attributed to shareholders	$	(820,788	)	$	(396,930	)
Basic and diluted loss per share	$	(0.003	)	$	(0.064	)	$	(0.008	)	$	(0.179	)
Loss per share of common stock
Weighted average number of common shares outstanding		289,764,270			50,000			242,157,245			50,000
-Basic and diluted	$	(0.003	)	$	(0.003	)
Weighted average no. of shares of common stock
-Basic and diluted		296,037,813			147,958,345

See accompanying notes to the unaudited interim consolidated financial statements.

Page F-3

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

(Unaudited)

	Common			Par Value at $0.0001		Share			Additional Paid-in			Shares			Accumulated			Other Accumulated Comprehensive
												Accumulated
For September 30, 2023	Shares			Amount		Capital			Capital			Subscribed			Deficit			Loss			Total
				Par Value		Additional						Other
Balance, December 31, 2022		50,000		$	-	$	7,940		$	-		$	-		$	(224,419	)	$	(4,853	)	$	(221,332	)
	Common			at $0.0001		Paid-in			Accumulated			Comprehensive
Common stock issued in reverse acquisition*		287,140,813			28,719		(7,940	)		-			-			(387,386	)		-			(366,607	)
For March 31, 2024	Shares			Amount		Capital			Deficit			Loss			Total
Net loss and comprehensive loss		-			-		-			-			-			(392,032	)		(4,898	)		(396,930	)
Balance, December 31, 2023		296,037,813	-	$	29,604	$	3,438,273		$	(3,359,757	)	$	(49,228	)	$	58,892
Balance, March 31, 2023		287,190,813		$	28,719	$	-		$	-		$	-		$	(1,003,837	)	$	(9,751	)	$	(984,869	)
Stock based payments		-			-		148,195			(148,195	)		-			-
Shares subscribed at $0.25 per share		-			-		-			-			375,000			-			-			375,000
Net loss and comprehensive loss		-	-		-		-			(724,413	)		51,820			(672,593	)
Shares subscribed at $0.35 per share		-			-		-			-			877,100			-			-			877,100
Balance, March 31, 2024		296,037,813	-	$	29,604	$	3,586,468		$	(4,232,365	)	$	2,592		$	(613,701	)
Stock based payments		-			-		-			164,236			-			(164,236	)		-			-
Net loss and comprehensive loss		-			-		-			-			-			(606,457	)		(6,959	)		(613,416	)
Balance, June 30, 2023		287,190,813		$	28,719	$	-		$	164,236		$	1,252,100		$	(1,774,530	)	$	(16,710	)	$	(346,185	)
Shares subscribed at $0.35 per share		-			-		-			-			994,350			-			-			994,350
Shares issued at $0.25 per share		1,500,000			150		-			374,850			(375,000	)		-			-			-
Shares issued at $0.35 per share		4,006,000			401		-			1,401,699			(1,402,100	)		-			-			-
Stock based payments		-			-		-			164,236			-			(164,236	)		-			-
Net loss and comprehensive loss		-			-		-			-			-			(679,498	)		23,867			(655,631	)
Balance, September 30, 2023		292,696,813		$	29,270	$	-		$	2,105,021		$	469,350		$	(2,618,264	)	$	7,157		$	(7,466	)

* Including 71,979,703 shares of common stock were issued pursuant to a convertible loan settlement, details disclosed in Note 11.

						Par Value						Accumulated Other
	Common		Share			at $0.0001			Accumulated			Comprehensive
For March 31, 2023	Shares		Capital			Amount			Deficit			Loss			Total

Balance, December 31, 2022		50,000	$	7,940		$	-	-	$	(224,419	)	$	(4,853	)	$	(221,332	)
Balance		50,000	$	7,940		$	-		$	(224,419	)	$	(4,853	)	$	(221,332	)
Common stock issued in reverse acquisition*		287,140,813		(7,940	)		28,719			(387,386	)		-			(366,607	)
Net loss and comprehensive loss		-		-			-	-		(392,032	)		(4,898	)		(396,930	)

Balance, March 31, 2023		287,190,813	$	-		$	28,719	-	$	(1,003,837	)	$	(9,751	)	$	(984,869	)
Balance		287,190,813	$	-		$	28,719		$	(1,003,837	)	$	(9,751	)	$	(984,869	)

For September 30, 2022	Common Shares			Share Capital				Accumulated Deficit			Other Accumulated Comprehensive Loss			Total
Balance, December 31, 2021		50,000	-	$	7,940	-	-	$	(1,475	)	$	(268	)	$	6,197
Net loss for the period		-	-		-	-	-		(175	)		(133	)		(308	)
Balance, March 31, 2022		50,000	-	$	7,940	-	-	$	(1,650	)	$	(401	)	$	5,889
Net loss for the period		-	-		-	-	-		(5,056	)		(140	)		(5,196	)
Balance, June 30, 2022		50,000	-	$	7,940	-	-	$	(6,706	)	$	(541	)	$	693
Balance		50,000	-	$	7,940	-	-	$	(6,706	)	$	(541	)	$	693
Net loss for the period		-	-		-	-	-		(3,243	)		61			(3,182	)
Net loss and comprehensive loss		-	-		-	-	-		(3,243	)		61			(3,182	)
Balance, September 30, 2022		50,000	-	$	7,940	-	-	$	(9,949	)	$	(480	)	$	(2,489	)
Balance		50,000	-	$	7,940	-	-	$	(9,949	)	$	(480	)	$	(2,489	)

*	Including 71,979,703 shares of common stock issued pursuant to a convertible loan settlement, as disclosed in Note 11.

See accompanying notes to the unaudited interim consolidated financial statements.

Page F-4

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months ended September 30, 2023			For the Nine Months ended September 30, 2022
	For the Three			For the Three
	Months Ended			Months Ended
	March 31, 2024			March 31, 2023
Cash Flows from operating activities:
Net loss	$	(2872,~~006,459~~608	)	$	(8392,~~474~~032	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2110,~~452~~212			-770
Amortized right of use assets		118,408			-
ROU amortization		59,516			-
Stock based compensation		~~328~~148,~~472~~195			-
Write down of inventory		-			-
Interest on lease payments		42,688			-
Changes in current assets and liabilities
Prepaid expenses		~~(210~~158,~~376~~329	)		~~(105~~3,562	)
Other receivables		32,180			(1,299	)
Accounts receivable		-			(7,879	)
Accounts payable and accrued expenses		411,426			3,929
Other receivables		(15,490	)		6,774
Interest payable		159			-
Accounts payable and accrued expenses		38,144			400,730
Payroll liabilities		190,714			-
Interest payable		810			-
Other payables		32,950
Payroll liabilities		(124,582	)		16,993
Deposits received		69,648			-
Other payables		(19,334	)		-
Deferred revenue		9,730			-
Deposits received		(2,289	)		9,560
Amount due to related parties		302,066			-
Deferred revenue		2,071			2,247
Net cash used in operating activities		(699,630	)		(5,949	)
Amount due to related parties		185,263			352,773
Net cash (used in) provided by operating activities		(389,075	)		393,498
Cash Flows from investing activities:
Office + furniture equipment		(106,970	)		-
Office equipment		(2,012	)		(11,885	)
Filtration equipment		(4423,~~567~~599	)		-(24,887	)
Intangible assets		~~(10,197~~-	)		-(10,468	)
Net cash used in investing activities		(~~161~~25,~~734~~611	)		-(47,240	)
Cash Flows from financing activities:
Shares subscribed		469,350			-
Proceeds from note and interest payable, related party		-			19,413
Common stock issued in reverse acquisition		(366,607	)		-
Proceeds from note payable		-			67,156
Lease payment		(90,505	)		-
Common stock issued in reverse acquisition		-			(366,607	)
Common stock issued in private placements		1,777,100
Lease payments		(85,843	)		-
Proceeds from note payable and interest payable		68,786			-
Net cash used in financing activities		(85,843	)		(280,038	)
Net cash provided by financing activities		1,858,124			-
Effect of foreign exchange on cash		52,750			(5,519	)
Effect of foreign exchange on cash		23,657			(974	)
Net (decrease) increase in cash		(447,779	)		60,701
Net increase (decrease) in cash		1,020,417			(6,923	)
Cash at beginning of period		847,724			-
Cash at beginning of period		-			6,958
Cash at end of period	$	399,945		$	60,701
Cash at end of period	$	1,020,417		$	35
Supplemental Disclosures
Cash paid for:
Interest	$	-		$	-

During the quarter ended September 30, 2023, operating leases with a discounted value of $1,711,234 were recorded as Right Of Use Assets and Lease liabilities.

See accompanying notes to the unaudited interim consolidated financial statements.

Page F-5

SUSTAINABLE PROJECTS GROUP INC.

NOTES TO THE ~~UNAUDITED~~ INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2023 (Unaudited)~~2024

1. Organization and Nature of Operations

Sustainable Projects Group Inc. (the “Company”) was incorporated in the State of Nevada, USA on September 4, 2009 as Blue Spa Incorporated. On December 19, 2016, the Company amended its name from “Blue Spa Incorporated” to “Sustainable Petroleum Group Inc.” On September 6, 2017, the Company obtained a majority vote from its shareholders to amend the Company’s name from “Sustainable Petroleum Group Inc.” to “Sustainable Projects Group Inc.” to better reflect its business at the time. The name change was effective on October 20, 2017. Prior to the Exchange Transaction (as defined below), the Company was a multinational business development company that pursued investments and partnerships with companies across sustainable sectors. The Company also was involved in consulting services and collaborative partnerships.

The Company is a pure-play lithium company focused on supplying high performance lithium compounds to the fast-growing electric vehicle and broader battery markets. It has developed a proprietary technology to extract lithium from oilfield wastewater, which it believes will enable it to manufacture lithium compounds quickly, at an attractive cost, and with a minimal environmental footprint, which it expects to provide a competitive advantage over other lithium manufacturers.

On February 14, 2023, the Company entered into a Securities Exchange Agreement (the “Agreement”) with Lithium Harvest ApS (“Lithium Harvest”), and all the shareholders of Lithium Harvest (the “Shareholders”). Pursuant to the Agreement, the Company acquired all outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 shares of the Company’s common stock (the “Exchange Transaction”). In addition, the lender of a convertible note payable exercised its conversion feature and received 71,797,703 shares of common stock in exchange for its debt and interest. The Exchange Transaction represents a change of control and was accounted for as a reverse acquisition with Lithium Harvest being the accounting acquirer and the Company being the accounting acquiree. As a result of the transaction, the number of shares of common stock outstanding was increased to 287,190,813.

The Company’s year-end is December 31.

2. Going Concern

These consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles in the United States or “GAAP,” which contemplate continuation of the Company as a going concern. However, the Company has limited revenue and has sustained operating losses resulting in a deficit. In view of these matters, realization of a major portion of the assets in the accompanying consolidated interim balance sheets is dependent upon the continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financing requirements, and the successful ~~implementation~~completion of ~~the~~ the Company’s planned ~~strategy of supplying high performance~~ lithium ~~compounds~~production ~~to the electric vehicle and broader battery markets~~facility.

The Company has accumulated a deficit of $24,~~618~~232,~~264~~ 365 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The consolidated ~~interim~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company had $1399,~~020,417~~ 945 in cash as of ~~September~~March 3031, ~~2023~~2024. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 months. The Company may seek additional equity as necessary, and it expects to raise funds through private or public equity, investment ~~as well as debt, if available,~~ in order to support its existing operations and ~~develop~~expand ~~its~~the ~~first~~range ~~lithium~~of ~~extraction~~its ~~facility~~business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Page F-6

3. Summary of accounting policies

Basis of presentation

While the information presented is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and ~~cash~~cashflows ~~flows~~ for the interim ~~periods~~period presented in accordance with GAAP. All adjustments are of a normal recurring nature. These consolidated interim financial statements should be read in conjunction with the Company’s audited December 31, ~~2022~~2023 year-end financial statements. Operating results for the three ~~and nine~~ months ended ~~September~~ 30March 31, ~~2023~~2024 are not necessarily indicative of the results that can be expected for the year ending December 31, ~~2023~~ 2024.

Reverse Acquisition

The Exchange Transaction between the Company and Lithium Harvest was accounted for as a “reverse acquisition” since, ~~immediately~~ immediately following completion of the Exchange Transaction, the Shareholders effectuated control of the post-combination Company. For accounting purposes, Lithium Harvest was deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of Lithium Harvest (i.e., a capital transaction involving the issuance of shares by the Company for the shares of Lithium Harvest). Accordingly, the consolidated assets, liabilities and results of operations of Lithium Harvest became the historical financial statements of the Company and its subsidiaries, and the Company’s assets, liabilities and results of operations were consolidated with those of Lithium Harvest beginning on the acquisition date. No step-up in basis or intangible assets or goodwill ~~were~~ was recorded in this Exchange Transaction. As a result of the Exchange Transaction, Lithium Harvest became a wholly owned subsidiary of the Company.

Restatement of Previously Issued Consolidated Financial Statements

The Company restated its Consolidated Interim Balance Sheets as of March 31, 2023 and December 31, 2022, Consolidated Interim Statements of Operations and Comprehensive Loss, Consolidated Interim Statements of Stockholders’ Deficit, Consolidated Interim Statements of Cash Flows and its Notes to the Consolidated Interim Financial Statements for each of the three months ended March 31, 2023 and 2022, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 19, 2023 (the “Original Form 10-Q”). These consolidated interim financial statements were restated to reflect the identification of impairment of goodwill, intellectual property and inventories associated with the Company’s intellectual property related to its YER Brands subsidiary in the three months ended March 31, 2023 and 2022. These financial statements include the impairment of inventory, intellectual properties and intangible assets of YER Brands Inc.

1. Restatement of Financial Statements:

The Company restated its financial statements ~~have~~as ~~been~~of ~~restated~~and tofor ~~reflect~~the ~~prior~~three ~~period~~months ~~adjustments~~ended March 31, 2023 and 2022, included in its Original Form 10-Q, due to the identification of impairment of goodwill associated with the Company’s intellectual property related to its YER Brands subsidiary. This impairment occurred subsequent to the ~~initial~~ filing of the ~~Company’s~~Original ~~Annual Report on~~ Form 10-~~K for the year ended December 31, 2022 and the Quarterly Reports on From 10-~~Q ~~for the quarters ended March 31~~, ~~2023 and June 30, 2023 (the “Affected Reports”),~~ retroactively, and ~~has~~ resulted in ~~material~~ material adjustments to the consolidated interim financial statements. The impairment assessment was performed in accordance with GAAP.

2. Change in Accounting Treatment of Reverse Acquisition:

The Company revised its accounting treatment for a reverse acquisition that was previously reported in ~~the~~its ~~Affected~~Original ~~Reports~~Form 10-Q. Upon further evaluation, the Company determined that prior year adjustments were necessary. The Company impaired goodwill and intellectual property and wrote -off inventory of YER Brands Inc. as of the year ended December 31, 2021.

Page F-7

Consolidation

The accompanying consolidated unaudited interim financial statements include the accounts of the Sustainable Projects Group Inc., Lithium ~~Harvest~~ Harvest ApS and YER Brands Inc. All significant intercompany transactions have been eliminated in the consolidation process.

Page F-7

Operating Leases – Right of Use Assets

In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update ~~(“ASU”)~~ 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset (“ROU asset”) and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract.

The Company adopted the new standard as of April 1, 2023. The Company has elected not to recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. There are no other material asset leases, whether operating or finance, except as indicated below.

Lithium Harvest has one office lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the office lease agreement. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. This operating lease is classified as an ROU asset under the new standard (Topic 842). The office lease commenced April 1, 2023.

Lithium Harvest has one software lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease has one renewal period of one year at the end of the term. The lease is amortized straight line over the entire term of the software lease. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. This operating lease was classified as an ROU asset under the new standard (Topic 842). The software lease commenced May 1, 2023.

Lithium Harvest has one equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the equipment lease. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. This operating lease is classified as an ROU asset under the new standard (Topic 842). The equipment lease commenced June 1, 2023.

Lithium Harvest has one service equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the ~~software~~service equipment lease. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. ~~This~~ This operating lease was classified as an ROU asset under the new standard (Topic 842). The service equipment lease commenced May 10, 2023.

Stock Based Compensation

The Company follows the guideline under Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation”. The standard provides that for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, all share-based payments to both employees and directors are recognized in the income statement based on their fair values. For non-employee stock-based compensation, the Company applies ASC 505-50, “Equity—Equity-Based Payments to Non-Employees.” This standard provides that all stock-based compensation related to non-employees be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be most reliably measured or determinable.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies previously disclosed in the December 31, 2023 ~~2022~~ annual report.

Page F-8

Use of estimates

The preparation of the consolidated interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

Segment Reporting

The Company reports segment information based on the “management” approach. The management approach designates the internal ~~reporting~~ reporting used by management for making decisions and assessing performance of its various businesses on a corporation-wide basis. As of ~~September 30~~March 31, ~~2023~~2024, the Company has three reportable segments: YER Brands, Sustainable Projects Group and Lithium Harvest. The segments are determined based on several factors including the nature of products and services, nature of production processes and delivery channels and consultancy services. Each operating segment’s performance is evaluated based on its segment income. Segment income is defined as gross sales and miscellaneous income. For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and the year ended December 31, ~~2022~~2023, segment income and total assets were reported as follows:

Schedule of Segment Reporting

	For the Nine Months Ended		For the Year Ended
	For the Three		For the Year
	September 30, 2023		December 31, 2022
	Months Ended		Ended
	March 31, 2024		December 31, 2023
Sales and miscellaneous income
Sustainable Projects Group	$	-	$	-
YER Brands		-		-
Lithium Harvest		~~169~~87,~~566~~172		-251,089
Total Sales	$	~~169~~87,~~566~~172	$	-251,089
Total Assets at End of Period
Total Assets
Sustainable Projects Group	$	253,~~988~~730	$	-6,090
YER Brands		-		-
Lithium Harvest		32,~~026~~389,~~861~~627		423,~~269~~063,514
Total Assets	$	32,~~052~~393,~~849~~357	$	423,~~269~~069,604

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. This revenue is billed in advance, arrears and/or is prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered. Where there is no contract, the revenue is recognized when received.

The Company recognizes revenue in accordance with ASC 606 using the following 5five steps to identify revenues:

●	identify the contract with a customer;
●	identify the performance obligations in the contract;
●	determine the transaction price;
●	allocate the transaction price to performance obligations in the contract; and
●	recognize revenue as the performance obligation is satisfied.

Page F-9

Sub-leasing office

The Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without furniture. Accordingly, the Company recognizes revenue when services are provided. ~~This~~These ~~revenue~~revenues isare billed in advance, arrears and/or isare prepaid. The performance obligation is the monthly services rendered. Where there is a sub-leasing contract for office space with and/or without furniture, the Company bills monthly for its services as rendered.

Page F-9

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied.

Advances from ~~client~~clients’s deposits are contract liabilities with customers that represent ~~the~~our ~~Company’s~~ obligation to either transfer goods or services in the future, or refund the amount received. Where possible, ~~the~~we ~~Company~~obtain ~~obtains~~ retainers to lessen our risk of non-payment by our customers. Advances from ~~client~~clients’s deposits are recognized as revenue as ~~the~~we ~~Company~~meet ~~meets~~ specified performance obligations as detailed in the contract.

The income earned from sub-leasing office space is recognized as “miscellaneous income”.

Accounts Receivable and Concentration of Risk

Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the provision for allowances will change.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes”. (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Page F-10

Recently issued accounting pronouncements

The Company adopts new pronouncements relating to GAAP applicable to the Company as they are issued, which may be in advance of their ~~effective~~ effective date. Management does not believe that any pronouncements not included above will have a material effect on the Company’s ~~consolidated~~ ~~interim~~ consolidated financial statements.

4. Other Receivables/Payables

Other receivables/payables pertain to VAT (value added taxes) receivables/payables of Lithium Harvest. The standard VAT rate in Denmark is 25%.

5. Equipment

Equipment as of March 31, 2024 and December 31, 2023 is summarized as follows:

Schedule of Equipment

	Cost		Accumulated Depreciation		Net
			Accumulated
Computer	$	15,669	$	6,233	$	9,436
As of March 31, 2024	Cost		Depreciation		Net
Computer	$	23,354	$	9,870	$	13,484
Equipment		5,000		5,000		-
Office Furniture & Equipment		9193,~~282~~108		1733,~~541~~410		7359,~~741~~698
Machinery under construction		44,~~567~~326		-		44,~~567~~326
	$	~~156~~165,~~518~~788	$	2848,~~774~~280	$	~~127~~117,~~744~~508

			Accumulated
As of December 31, 2023	Cost		Depreciation		Net

Computer	$	21,088	$	8,461	$	12,627
Equipment		5,000		5,000		-
Office Furniture & Equipment		95,320		26,260		69,060
Machinery under construction		21,220		-		21,220
	$	142,628	$	39,721	$	102,907

Machinery under construction has not been depreciated as it is not yet available for use.

6. Reverse Acquisition

On February 14, 2023, the Company entered into the Agreement with Lithium Harvest and all the Shareholders. Pursuant to the Agreement, the Company acquired all outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 shares of the Company’s common stock. The lender of a convertible note payable exercised its conversion feature and received 71,797,703 shares of common stock in exchange for its debt and interest. The Exchange Transaction represents a change of control and was accounted for as a reverse acquisition with Lithium Harvest being the accounting acquirer and the Company being the accounting acquiree . As a result of the Exchange Transaction, the number of shares of common stock outstanding increased to 287,190,813. The purchase price of Lithium Harvest was valued at $10,333,362 using the fair market value of the Company’s common stock price on the date of the Exchange Transaction, February 14, 2023.

Page F-1110

7. Intangible Assets

Intangible assets as of March 31, 2024 and December 31, 2023 are summarized as follows:

Summary of Intangible Assets

	Cost		Accumulated Depreciation		Net
			Accumulated
Patent - Denmark	$	10,197	$	665	$	9,532
As of March 31, 2024	Cost		Depreciation		Net
	$	10,197	$	665	$	9,532
Patent - Denmark	$	35,132	$	3,909	$	31,223

			Accumulated
As of December 31, 2023	Cost		Depreciation		Net

Patent - Denmark	$	35,967	$	3,064	$	32,903

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 are summarized as follows:

Accounts Payable:	~~September~~Mar 3031, ~~2023~~2024		~~December~~Dec 31, ~~2022~~2023
Accounting fee	$	1831,~~038~~346	$	-25,597
Audit fee		50,750		-750
Consulting fee		73,266		-73,266
Purchase of property and equipment		63,659		-
Purchase of property, plant and equipment		29,171		-
Rental expenses		63,992		-63,992
Professional fees		~~239~~129,~~950~~435		~~117~~176,~~199~~767
Others		5471,~~221~~750		-42,330
Accounts payable Total	$	~~513~~449,~~876~~710	$	~~117~~382,~~199~~702

Accrued liabilities:	~~September~~Mar 3031, ~~2023~~2024		~~December~~Dec 31, ~~2022~~2023
Accounting fee		7,500
Professional fees	$	11,000	$	-
Audit fee	$	7,250	$	-
Audit fees		26,589		67,250
Accrued liabilities Total	$	14,750	$	-
General and Administrative		797		-
Accrued Liabilities Total	$	38,386	$	67,250

Page F-11

9. Right of Use Assets and Lease Liability

The Company has entered into lease agreements with various third parties. The terms of the Company’s operating leases range from 12 to 94 months. These operating leases are included in “Right of Use Assets” on the Company’s Consolidated Interim Balance Sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments ~~are~~is included in “Lease liability” on the Company’s Consolidated Interim Balance Sheets. Additionally, the Company has entered into various short-term operating leases with an initial term of 12 months or less. These leases are not recorded on the Company’s Consolidated Interim Balance Sheets. All operating lease expense is recognized on a straight-line basis over the lease term.

	September 30, 2023
	March 31,			December 31,
Right-of-use asset
	2024			2023
Right-of-use asset, net	$	1,674,691
Right-of-use asset
Lease liability
Right-of-use asset, net	$	1,589,453		$	1,688,003
Current lease liability	$	171,826
Lease liability
Non-current lease liability		1,539,408
Current lease liability	$	184,135		$	183,913
Total lease liability	$	1,711,234
Non-current lease liability		1,475,858			1,559,818
Remaining lease term and discount rate
Total lease liability	$	1,659,993		$	1,743,731
Weighted average remaining lease term		87 months
Remaining lease term and discount rate
Discount rate used		10	%
Weighted average remaining lease term		81 months			84 months
Discount rate used		10	%		10	%

Commitments

The following table summarizes the future minimum lease payments due under the Company’s operating leases as of ~~September~~March 3031, ~~2023~~2024:

2023	$	84,160
Remainder of 2024	$	257,529
Thereafter		2,~~347~~050,~~252~~829
Less: imputed interest		(~~720~~648,~~178~~365	)
Total	$	1,~~711~~659,~~234~~993

Page F-12

10. Notes Payable, Convertible Notes Payable and Obligation to Issue Shares

On March 1, 2019, the Company entered into an unsecured loan agreement for $50,000 with an interest rate of 3.5% per annum. The loan was originally due on or before April 15, 2022. On March 28, 2022, the term of the loan agreement was extended to April 15, 2024. At ~~September~~March 3031, ~~2023~~2024, there was $8,~~021~~899 (March 31, 2023 - $7,144) in accrued interest under the loan. As of the date of this report, the loan is in default. The Company is negotiating new terms.

~~On July~~Page 12, 2019, the Company entered into an unsecured convertible loan agreement with a relative of the Company’s CEO in the amount of $20,000 with an interest rate of 3.0% per annum. The loan was due on or before July 12, 2022. The lender had the option to convert the whole loan and the accrued interest into shares of common stock of the Company at the price of $1.45 per share. On May 10, 2021, the Company agreed to a debt settlement arrangement whereby it would issue 640,000 shares of common stock in settlement of the principal amount outstanding under the loan of $20,000 as well as accrued interest and fees valued at $1,098. The transaction value was calculated to be $0.033 per share. The shares were issued during the nineF-~~month period ended September 30, 2022.~~12

On July 23, 2021, the Company borrowed $100,000 pursuant to a two-year unsecured convertible promissory note, bearing interest at 10% per annum. The loan could be renewed at the option of the lender and was secured by a security agreement with collateral consisting of the Company’s present and future assets. The outstanding principal and unpaid accrued interest would automatically convert into shares of the Company’s common stock on or before the maturity date upon the closing of a “Qualified Transaction” in an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. In the event that a Qualified Transaction was not consummated on or prior to the maturity date, the lender had the right to convert the principal and unpaid accrued interest of the note into shares of the Company’s common stock in an amount equal to 25% of the fully diluted capitalization of the Company. A Qualified Transaction is defined as the reverse acquisition of the Company with a target company. On June 22, 2022, the Company received an additional loan advance of $25,000. On February 14, 2023, the lender exercised the convertible feature of the debt, and the outstanding principal and accrued interest under the loan was converted into 71,797,703 shares of common stock valued at a total amount of $3,589,885.

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2023, Lithium Harvest entered into two notes payable with a company controlled by the CEO of the Company, with one note in the principal amount of $17,173 (DKK 118,000) and the other in the principal amount of $2,183 (DKK 15,000), and each with a 3% interest rate per annum that was due on or before May 1, 2023. These loans have been repaid. (See Note 12)

On March 29, 2023, the Company entered into a $10,000 note payable with a 15% interest rate per annum with a related party. The loan is repayment due ondate orhas ~~before~~been extended to December 31, ~~2023~~2024. At ~~September~~March 3031, ~~2023~~2024, the accrued interest was $~~764~~1,516 (March 31, 2023 - $12).

On April 28, 2023, a company controlled by a director and the Chief Technology Officer of the Company loaned the Company $14,506 (DKK 99,000). The loan had a 3% interest rate that was due on or before June 30, 2023. During the ~~quarter~~year ended ~~September~~December 3031, 2023, the loan was repaid.

11. Common Stock

~~The~~There ~~following~~were no stock transactions ~~occurred~~during ~~with~~the ~~respect~~period toended ~~the~~March ~~Company’s~~31, ~~common~~2024. ~~stock~~At ~~during~~March ~~the~~31, ~~nine~~2024, ~~months~~the ~~ended~~Company ~~September~~had 30296,037,813 ~~2023:~~shares of common stock issued and outstanding.

a)The following ~~On February 14, 2023, 206,667,233 shares of common~~ stock ~~valued~~transactions atoccurred ~~$10,333,362~~with ~~were~~respect ~~issued~~ to the ~~shareholders~~Company’s ofcommon ~~Lithium~~stock ~~Harvest~~during ~~pursuant to~~ the ~~Agreement~~year ~~with~~ended ~~Lithium~~December ~~Harvest~~31, ~~with respect to the Exchange Transaction.~~2023:

a) On February 14, 2023, 206,667,233 shares of common stock valued at $10,333,362 were issued to the shareholders of Lithium Harvest pursuant to the Agreement with Lithium Harvest with respect to the Exchange Transaction. b) On February 14, 2023, 71,979,703 shares of common stock valued at $3,589,885 were issued to a lender pursuant to a convertible loan settlement in connection with the Exchange Transaction. c) On August 18, 2023, 1,500,000 shares of common stock valued at $375,000 were issued to an investor pursuant to a private placement subscription at $0.25 per share. d) On August 18, 2023, an aggregate of 4,006,000 shares of common stock valued at $1,402,100 were issued to investors pursuant to private placement subscriptions at $0.35 per share. e) On December 22, 2023, an aggregate of 3,341,000 shares of common stock valued at $1,169,350 were issued to investors pursuant to private placement subscriptions at $0.35 per share.

As of ~~September~~December 3031, 2023, the Company had ~~commitments to issue shares subscribed for by investors in private placements that had not closed at $0.35 per share. As of September 30~~296, ~~2023~~037,813 ~~investors had subscribed to purchase $469,350 of common stock, which represents 1,341,000~~ shares of common stock ~~to be~~ issued ~~upon~~and ~~closing of the financing~~outstanding.

12. Related- Party ~~Transactions~~transactions

Related party transactions as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 are summarized as follows:

Schedule of Related Party Transaction

	September 30, 2023		December 31, 2022
	Mar 31, 2024		Dec 31, 2023
Accounts payable	$	~~240~~260,~~984~~290	$	~~146~~205,~~402~~558
Accrued liabilities		~~207~~427,~~484~~370		-296,839
Total	$	~~448~~687,~~468~~660	$	~~146~~502,~~402~~397

Stefan Muehlbauer resigned as a director ~~of the Company~~ on February 14, 2023 and is currently the Chief Financial Officer (“CFO”) ~~of the Company~~. During the three ~~nine~~ months ended ~~September~~March 3031, ~~2023~~2024, the Company incurred management fees to the CFO totaling an aggregate of $8931,~~375~~250 (March 31, 2023 - $15,625). At ~~September~~March 3031, ~~2023~~2024, $~~141~~140,~~715~~875 (March ~~was~~31, 2023 - $110,465) was owing to the CFO for management fees, ~~consisting~~both of current and past due ~~amounts~~, and $2,742 (March 31, 2023 - $1,180 ~~for~~) for reimbursement of out of pocket expenses. The Company entered into an Employment Agreement with the CFO on February 14, 2023. His annual salary is $125,000, payable on a monthly basis with other benefits. The employment agreement is for a period of one year and at such time, the CFO will be eligible to receive a one-time, lump sum bonus of $25,000, subject to other conditions and terms. ~~This~~The ~~Employment Agreement was filed as Exhibit 10.3 to the~~ Company’s ~~Current Report on~~is currently ~~Form 8~~re-Knegotiating ~~filed~~a ~~with~~new ~~the~~employment ~~Securities~~agreement ~~and~~with ~~Exchange~~Mr. ~~Commission on February 15, 2023~~Muehlbauer.

On February 14, 2023, Tiffany Muehlbauer resigned as Chief Technology Officer of the Company. At September 30, 2023, $12,766 was owing to Ms. Muehlbauer for past due salaries and $25,500 for management fees.

Page F-13

AtOn ~~September~~February 3014, 2023, ~~the~~Tiffany ~~Company~~Muehlbauer ~~owed~~resigned aas ~~company~~Chief ~~controlled~~Technology byOfficer. ~~Stefan~~At ~~Muehlbauer~~March ~~and~~31, ~~Tiffany~~2024, ~~Muehlbauer~~$12,766 (March 31, 2023 - $12,766) was owing to the ~~amount~~prior ofofficer for past due salaries and $2025,~~647~~500 (March 31, 2023 - $25,500) for ~~office expenses~~management fees.

OnAt ~~February~~March 1431, ~~2023~~2024, ~~Sune Mathiesen became a director and Chief Executive Officer (“CEO”) of~~ the Company. ~~During~~owed ~~the~~a ~~nine~~company ~~months ended~~controlled ~~September~~by ~~30, 2023, Lithium Harvest incurred management fees payable to~~ the ~~CEO~~above ~~totaling~~two anrelated ~~aggregate~~parties of $~~202~~20,~~050~~647 (~~DKK~~March 131,~~425,000). At~~ ~~September 30,~~ 2023, ~~$95,708~~- ~~(DKK 675,000) was owing to the CEO for salaries, and~~ $820,~~051 (DKK 56,779~~647) for ~~reimbursement of out of pocket~~office expenses. At September 30, 2023, an aggregate of $22 (DKK 155) was owed to the CEO for accrued interest under a loan made by the CEO to the Company. The loan had a 3% interest rate that was due on or before May 1, 2023. The loan has been repaid. (See Note 10.) Lithium Harvest entered into an Employment Agreement with Mr. Mathiesen on February 14, 2023. His annual salary is approximately $300,000 (DKK 2,200,000), payable on a monthly basis with other benefits. The employment agreement is non-terminable until December 31, 2025. Subject to other conditions and terms, the CEO may be eligible to receive an annual bonus of up to 150% of his current annual salary. This Employment Agreement was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

AtOn ~~September~~February 3014, 2023, Sune Mathiesen became a ~~company~~director ~~controlled~~and byChief Executive Officer (“CEO”) of the ~~director~~Company. ~~and~~During the three months ended March 31, 2024, Lithium Harvest incurred management fees payable to the CEO ~~was~~totaling ~~owed~~an aggregate of $7079,~~571~~744 (DKK 550,000) (March 31, 2023 - $40,023 (DKK ~~497~~275,~~717~~000)). At ~~for~~March ~~management~~31, ~~fees~~2024, $227,785 (DKK 1,575,000) (March 31, 2023 - $40,023 (DKK 275,000)) was owing to the CEO for salary, and $1,390 (DKK 9,614) (March 31, 2023 - $1,915 (DKK 13,157)) for out of pocket expenses,. ~~current~~At ~~and~~March ~~past~~31, ~~due.~~2024, Anan aggregate of $17nil (March 31,~~217~~ 2023 - $2,195 (DKK ~~118~~15,~~300~~088) ) was ~~also~~ owed to ~~a company controlled by~~ the ~~director and~~ CEO for a note payable and accrued interest. The loan had a 3% interest rate ~~that~~and iswas due on or before May 1, 2023. ~~This~~The loan was repaid on April 17, 2023. (See Note 10) Lithium Harvest entered into an Employment Agreement with Mr. Mathiesen on February 14, 2023. His annual salary is approximately $300,000 (DKK 2,200,000), payable on a monthly basis with other benefits. The employment agreement is non-terminable until December 31, 2025. Subject to other conditions and terms, the CEO may be eligible to receive an annual bonus of up to 150% of his current annual salary.

OnAt ~~February~~March 1431, ~~2023~~2024, ~~Paw~~a ~~Juul~~company ~~became~~controlled ~~the~~by ~~Chief~~a ~~Technology~~director ~~Officer~~and ~~(“CTO”)~~CEO ofwas ~~the~~owed ~~Company. During the nine months ended September 30, 2023, Lithium Harvest incurred management fees from the CTO totaling an aggregate of~~ $~~202~~95,~~497~~815 (DKK 1662,~~428,150~~500). At(March ~~September 30~~31, 2023, - $95284,~~261~~243 (DKK ~~671~~1,~~850~~953,067)) ~~was~~for ~~owing~~management tofees ~~the~~and ~~CTO~~out ~~for~~of ~~salaries.~~pocket ~~Lithium~~expenses, ~~Harvest~~both ~~entered~~current ~~into~~and anpast ~~Employment Agreement with Mr~~due. ~~Juul~~An onaggregate ~~February~~of 14$Nil (March 31, 2023. ~~His annual~~- ~~salary is approximately~~ $~~300~~17,~~000~~217 (DKK 2118,~~200,000~~300),) ~~payable~~was onalso aowed ~~monthly~~to ~~basis~~a ~~with~~company ~~other~~controlled ~~benefits.~~by ~~The~~the ~~employment~~director ~~agreement~~and isCEO ~~non-terminable~~for ~~until~~notes ~~December~~payable ~~31, 2025. Subject to other conditions~~ and ~~terms,~~accrued ~~the~~interest. ~~CTO~~The ~~may~~loan behad ~~eligible~~a ~~to receive an annual bonus up to 150~~3% ofinterest ~~the~~rate ~~current~~that ~~annual~~was ~~salary.~~due ~~This~~on ~~Employment~~or ~~Agreement~~before ~~was~~May ~~filed~~1, ~~as Exhibit 10~~2023.5 toThe ~~the~~loan ~~Company’s~~was ~~Current~~repaid ~~Report~~ on ~~Form 8-K~~ ~~filed~~April ~~with the Securities and Exchange Commission on February 15~~19, 2023. (See Note 10)

On ~~April~~February 2814, 2023, aPaw ~~Company~~Juul ~~controlled~~became bythe aChief ~~director~~Technology ~~and~~Officer (“CTO”) of the Company,. ~~Paw~~During ~~Juul~~the three months ended March 31, ~~loaned~~2024, Lithium Harvest incurred management fees from the ~~Company~~CTO totaling an aggregate of $1479,~~506~~744 (DKK 550,000) (March 31, 2023 - $40,023 (DKK 99275,000). At ~~The~~March ~~loan~~31, 2024, $198,405 ~~had~~(DKK a1,371,850) (March 3%31, ~~interest~~2023 ~~rate~~- ~~that~~$40,023 (DKK 275,000)) was ~~due~~owing onto orthe ~~before~~CTO ~~June~~for 30salaries. Lithium Harvest entered into an Employment Agreement with Mr. Juul on February 14, 2023. AsHis annual ofsalary ~~September~~is 30approximately $300,000 (DKK ~~2023~~2,200,000), payable on a monthly basis with other benefits. The employment agreement is non-terminable until December 31, 2025. Subject to other conditions and terms, the ~~loan~~CTO ~~was~~may ~~repaid~~be eligible to receive an annual bonus up to 150% of his current annual salary.

On April 28, 2023, a Company controlled by a director and CTO of the Company, Paw Juul, loaned the Company $14,506 (DKK 99,000). The loan had a 3% interest rate that was due on or before June 30, 2023. The loan was repaid on August 24, 2023.

Page F-14

13. Stock Based Compensation

On May 10, 2023, the Company granted restricted stock unit (“RSU”) awards to certain key employees and directors under the Company’s 2023 Equity Incentive Plan (the “Incentive Plan”). The settlement of these RSU awards is subject to stockholder approval. The Company is authorized to grant options and other stock-based awards to executive officers, directors, employees and consultants enabling them to acquire up to 45,000,000 shares of common stock of the Company. The exercise price of each option equals the market price of the Company’s shares of common stock as calculated on the date of the grant. The maximum term and/or vesting period shall not be more than ten years from the grant date. The vesting period for all options is at the discretion of the board of directors of the Company and shall not be more than ten years from the grant date. The options are non-transferable.

Restricted stock and RSU awards are subject to vesting spread over time at the discretion of the ~~Committee~~committee administering the Incentive Plan. Upon the vesting of RSUs and the Company’s determination that any necessary conditions precedent to the release of vested shares have been satisfied, such vested shares will then be made available to the participants. Except as otherwise provided in the Incentive Plan or award agreement, the participants with a restricted stock award shall have all the rights of a stockholder, including the right to vote the shares of restricted stock. The RSU awards granted on May 10, 2023 provide that the recipients do not have rights of a stockholder prior to vesting. The fair value of the Company’s common stock on the grant date was $0.072 per share. At ~~September~~March 3031, ~~2023~~2024, the stock based compensation expense was $~~328~~640,~~472~~902. ~~The table below sets forth the vesting schedule with respect to the RSUs granted on May 10, 2023.~~

The table below sets forth the vesting schedule with respect to the RSUs granted on May 10, 2023.

				Vesting Schedule (Number of Shares)
Name	Title	Total RSUs		May 10, 2024		May 10, 2025		May 10, 2026
Sune Mathiesen	CEO, Director		6,111,111		2,037,037		2,037,037		2,037,037
Paw Juul	CTO, Director		5,625,000		1,875,000		1,875,000		1,875,000
Stefan Muehlbauer	CFO, Secretary		1,736,111		578,704		578,704		578,703
Kristian Jensen	Director		1,458,333		486,111		486,111		486,111
Restricted stock award shares			-		4,976,852		4,976,852		4,976,851

On February 1, 2024, the Company received the resignation of Kristian Jensen as director. In accordance with the Incentive Plan, the unvested RSU award granted to Mr. Jensen in the amount of 1,458,333 units was forfeited. Below is the updated vesting schedule as at March 31, 2024:


				Vesting Schedule (Number of Shares)
Name	Title	Total RSUs		May 10, 2024		May 10, 2025		May 10, 2026
Sune Mathiesen	CEO, Director		6,111,111		2,037,037		2,037,037		2,037,037
Paw Juul	CTO, Director		5,625,000		1,875,000		1,875,000		1,875,000
Stefan Muehlbauer	CFO, Secretary		1,736,111		578,704		578,704		578,703
Restricted stock award shares			13,472,222		4,490,741		4,490,741		4,490,740

14. Commitments and Contingencies

AsAt ofMarch ~~September 30~~31, ~~2023~~2024, ~~the~~there ~~Company~~were ~~had~~no commitments toor ~~issue~~contingencies ~~shares subscribed for by investors in private placements that had not closed at $0.35 per share. As of September 30, 2023, investors had subscribed~~ to ~~purchase~~report ~~$469,350~~other ofthan ~~common~~what ~~stock,~~has ~~which~~been ~~represents~~disclosed ~~1,341,000~~in ~~shares of~~this ~~common stock to be issued upon closing of the financing~~report.

15. Income Taxes

The Company and its subsidiaries file separate income tax returns.

The Company files income tax returns in the United States of America and in the States of Florida and Indiana (for Sustainable Projects ~~Group~~ Group Inc. and YER Brands Inc., respectively), and is subject to a U.S. federal corporate income tax rate of 21%. The Company generated a taxable loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023. Lithium Harvest ~~ApS~~ is subject to ~~Denmark~~a Danish corporate income tax rate of 22%.

16. Legal Matters

The Company has no known legal issues pending.

~~17. Subsequent~~Page ~~Events~~F-15

Subsequent to September 30, 2023, the Company received $700,000 pursuant to a private placement at $0.35 per share of common stock.

On December 26, 2023, the Company issued 3,341,000 shares of common stock valued at $1,169,350 in a private placement at a price of $0.35 per share.

Page F-14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Cautionary Language Regarding Forward-Looking Statements and Industry Data

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in this report. Important factors that may cause actual results to differ from projections include, but are not limited to:

● changes in economic and business conditions; ● estimates of and volatility in lithium prices or demand for lithium; ● our limited operating history in the lithium industry; ● availability of raw materials; ● increases in the cost of raw materials and energy; ● the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries; ● ~~estimates of and volatility in lithium prices or demand for lithium; ●~~ changes in our market in general; ● the occurrence of regulatory actions, proceedings, claims or litigation; ● changes in laws and government regulations impacting our operations; ● the effects of climate change, including any regulatory changes to which we might be subject; ● hazards associated with chemicals manufacturing; ● changes in accounting standards; ● our ability to access capital and the financial markets; ● volatility and uncertainties in the debt and equity markets; ● the development of an active trading market for our common stock; ● the occurrence of cyber-security breaches, terrorist attacks, industrial accidents or natural disasters; ● technology or intellectual property infringement, including through cyber-security breaches, and other innovation risks; ● recruiting, training and developing employees; ● our failure to successfully execute our growth strategy, including any delays in our future growth; ● ~~decisions~~our weability ~~may~~to ~~make~~begin inconstruction ~~the~~of ~~future~~our manufacturing facilities as planned; ● ~~uncertainties~~our asability to ~~the~~enter ~~duration~~into supply and ~~impact~~other ofvendor ~~the~~agreements ~~COVID-19~~necessary ~~pandemic~~to sustain our operations; ● decisions we may make in the future; and ● other specific risks that may be referred to in this report.

Page 2

All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management are forward-looking statements. When used in this report, the words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions, or expectations will be achieved. We disclose important ~~factors~~ factors that could cause our actual results to differ materially from our expectations under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K/A for the year ended December 31, ~~2022~~2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on ~~December~~April 124, 2023, and in Part II, Item 1A. “Risk Factors” in any Quarterly Reports on Form 10-Q filed subsequently thereto, including any risks described in Part II, Item 1A. “Risk Factors” of this report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We have no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements, except as required by federal securities laws.

Overview

Sustainable Projects Group Inc. (“SPGX,” “we,” “us,” our” or the “Company”) is a pure-play lithium company focused on supplying high performance lithium compounds to the fast-growing electric vehicle ~~(“EV”)~~ and broader battery markets. We have developed a proprietary technology to extract lithium from oilfield wastewater, which we believe will enable us to manufacture lithium compounds quickly, at an attractive cost, and with a minimal environmental footprint, which we expect to provide us with a competitive advantage over other lithium manufacturers. We believe this competitive advantage will enable us to capitalize on the acceleration of vehicle electrification and renewable energy adoption.

We plan to ~~establish~~start construction of our first two lithium carbonate manufacturing ~~facility~~facilities in ~~the~~North ~~first~~Dakota ~~quarter~~and Ohio in the second half of 2024, which we anticipate will be capable of manufacturing up to 1a total of 2,000 metric tons of lithium carbonate equivalent ~~(“LCE”)~~, and we plan to begin manufacturing battery-grade lithium compounds at such ~~facility~~facilities in the ~~first~~second half of 2025. No assurance can be given that we will be able to establish such ~~facility~~ facilities or begin manufacturing within this timeframe or at all.

On February 14, 2023, ~~SPGX~~we entered into a Securities Exchange Agreement (the “Agreement”) with Lithium Harvest ApS, a Denmark private limited liability company (“Lithium Harvest”), and all of the shareholders of Lithium Harvest (the “Shareholders”). Pursuant to the terms of the Agreement, ~~the~~we ~~Company~~ acquired all of the outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 shares of ~~SPGX’s~~our common stock (the “Exchange Transaction”). The Exchange Transaction closed on February 14, 2023.

Prior to the Exchange Transaction, ~~SPGX~~we ~~was~~were a business development company engaged in project development and holdings through value-based investments and collaborative partnerships, including a joint venture relationship with Hero Wellness Systems Inc. (“Hero Wellness”) and a purchase agreement with the inventors of the Soy-yer Dough product line. During September 2022, ~~SPGX~~we decided to exit the joint venture with Hero Wellness, and following the Exchange Transaction, ~~SPGX~~we ~~has~~have not made ~~concrete~~final plans on ~~expansion of~~ the Soy-yer Dough project. We impaired our intangible assets associated with this project as of December 31, 2021.

Page 3

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the						For the
	For the Three			For the Three
	Three Months Ended						Nine Months Ended
	Months Ended			Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	March 31, 2024			March 31, 2023
Operating and administrative expenses
Operating Expenses
General and administrative expenses		60,973			665			108,424			1,512
Administrative and other operating expenses		101,030			19,064
Depreciation		8,995			-			21,452			-
Advertising and marketing		2,147			-
Amortized right of use assets		59,530			-			118,408			-
Depreciation		10,212			770
Advertising and promotion		21,389			-			29,546			-
Amortization of ROU Assets		59,516			-
Interest on lease		44,787			-			90,505			-
Management fees		267,581			201,591
Office Maintenance & Utilities		39,939			-			76,055			-
Professional fees		77,942			83,308
Consulting fees		43,763			-			104,984			-
Rent expense		-			49,607
Management fees		205,613			(122	)		599,089			4,262
Operating expenses		42,889			-
Professional fees		45,162			2,700			184,092			2,700
Wages and salaries		145,329			53,476
Rent		5,998			-			57,799			-
Travel expenses		29,718			7,018
Stock based compensation (Note 13)		164,236			-			328,472			-
Vehicle expenses		23,953			-
Travel expenses		47,133			-			64,470			-
Lease liability expense		42,688			-
Wages and salaries		169,176			-			368,888			-
Research and development expense		7,770			-
Vehicle expense		4,332			-			23,210			-
Stock based payments		148,195			-
Total operating and administrative expenses		921,026			3,243			2,175,394			8,474
		958,970			414,834
Operating loss before other items		(~~921~~958,~~026~~970	)		(3414,~~243~~834	)		~~(2,175,394~~	)		~~(8,474~~	)
Miscellaneous income		7887,~~175~~172			-21,574			~~169,566~~			-
Interest expense		(883	)		-			(631	)		-
Interest (expense) income		(810	)		1,228
Net Loss		(843,734	)		(3,243	)		(2,006,459	)		(8,474	)
Net loss		(872,608	)		(392,032	)
Translation gain (loss)		23,867			61			12,010			(480	)
Comprehensive gain (loss) - translation		51,820			(4,898	)
Net loss and comprehensive loss, attributed to shareholders	$	(819,867	)	$	(3,182	)	$	(1,994,449	)	$	(8,954	)
Net loss and comprehensive loss attributed to shareholders	$	(820,788	)	$	(396,930	)
Basic and diluted loss per share	$	(0.003	)	$	(0.064	)	$	(0.008	)	$	(0.179	)
Loss per share of common stock
Weighted average number of common shares outstanding		289,764,270			50,000			242,157,245			50,000
-Basic and diluted	$	(0.003	)	$	(0.003	)
Weighted average no. of shares of common stock
-Basic and diluted		296,037,813			147,958,345

Results of Operations

Quarter Ended ~~September~~March 3031, ~~2023~~2024 Compared to the Quarter Ended ~~September~~March 3031, ~~2022~~2023

Operating Expenses. The Company’s operating expenses during the three months ended ~~September~~March 3031, ~~2023~~2024 were $~~921~~958,~~026~~970 as compared to $3414,~~243~~834 for the same time period of the prior fiscal year. The increase in operating expenses can be primarily attributed to the ~~expansion~~ expansion of business activities following the reverse acquisition of Lithium Harvest. The most significant cost drivers are related to ~~management fees~~stock based payments, which increased from ($~~122)~~0 in the ~~third~~first quarter of ~~2022~~2023 to $~~205~~148,~~613~~195 during the ~~third~~first quarter of ~~2023~~2024. asAs disclosed above, the ~~Company~~stock ~~expanded~~based ~~its management~~compensation ~~team~~in the form of RSUs requires stockholder approval prior to settlement. Additionally, the increase in operating expenses was affected by a significant increase in wages and salaries, which increased to $~~169~~145,~~176~~329 for the three months ~~ending~~ended ~~September~~March 3031, ~~2023~~2024 as compared to $053,476 in the corresponding quarter for the year ~~2022~~2023. The third major driver of operating expenses was ~~the~~increased ~~cost~~administrative ofand ~~stock~~other ~~based~~operating ~~compensation~~expenses, which ~~amounted~~increased tofrom $~~164~~19,~~236~~064 for the ~~three~~quarter ~~months ended~~ending ~~September 30~~March 31, 2023 ~~as compared~~ to $0101,030 during the ~~same~~quarter ~~three~~ending ~~month~~March ~~period~~31, 2024. This increase in ~~the~~cost ~~year~~is ~~2022~~largely attributed to expansion of our operating activities. AsAdditionally, ~~disclosed~~management ~~above~~fees increased from $201,591 for the ~~stock~~quarter ~~based~~ended ~~compensation in~~March ~~the~~31, ~~form~~2023 ofto ~~RSUs~~$267,581 ~~requires~~for ~~stockholder~~the ~~approval~~quarter ended ~~prior~~March to31, ~~settlement~~2024.

Miscellaneous Income. During the three months ended ~~September~~March 3031, ~~2023~~2024, the Company had miscellaneous income of $7887,~~175~~172, compared to $021,574 during the same prior fiscal year period. This increase in miscellaneous income was attributable to income from sub-leases of office space at our Denmark office.

Net Loss. During the three months ended ~~September~~March 3031, ~~2023~~2024, the Company had a net loss of $~~843~~872,~~734~~608, compared to a net loss of $3392,~~243~~032 in the same prior fiscal year period. The increased loss was generally attributable to increased expenses in ramping up our business activities following the reverse acquisition of Lithium Harvest. As disclosed above, the largest cost increases experienced during the three-month period ended ~~September~~ 30March 31, ~~2023~~2024 ~~were~~stock ~~management~~based ~~fees~~payments, wages and salaries, administrative and ~~stock~~other ~~based~~operating expenses, ~~compensation~~and management fees.

Translation Gain (Loss). During the three-month period ended ~~September~~March 3031, ~~2023~~2024, the Company had a translation gain of $2351,~~867~~820 as compared to a translation loss of $614,898 during the same period during the year ~~2022~~2023. This translation gain stems from variability in the exchange rate between U.S. Dollars and Danish Krone.

Page 4

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Operating Expenses. The Company’s operating expenses during the nine months ended September 30, 2023 were $2,175,394, as compared to $8,474 for the same prior fiscal year period. The increase in operating expenses can be primarily attributed to management fees, wages and salaries as well as stock based compensation. For the nine-month period ended September 30, 2023, the Company recorded management fees of $599,089 as compared to $4,262 for the same period during the year 2022. This increase resulted from the expansion of our management team following the reverse acquisition of Lithium Harvest. Wages and salaries for the nine months ended September 30, 2023 amounted to $368,888 as compared to $0 for the same period for the year 2022. This significant increase is the result of the expansion of our workforce following the reverse acquisition of Lithium Harvest and resulting expansion of our business activities. Additionally, stock based compensation for the nine months ended September 30, 2023 was recorded at $328,472, as compared to $0 for the same period during the year 2022. As disclosed above, the stock based compensation in the form of RSUs requires stockholder approval prior to settlement.

Miscellaneous Income. During the nine months ended September 30, 2023, the Company had miscellaneous income of $169,566, compared to $0 during the same prior fiscal year period. This increase in miscellaneous income was primarily attributable to income from sub-leases of office space at our offices located in Denmark.

Net Loss. During the nine months ended September 30, 2023, the Company had a net loss of $2,006,459, compared to $8,474 in the same prior fiscal year period. The loss was generally attributable to increased expenses in ramping up our business activities following the reverse acquisition of Lithium Harvest. The largest components of the increase in expenses were management fees, wages and salaries, and stock based compensation.

Translation Gain (Loss). During the nine-month period ended September 30, 2023, the Company had a translation gain of $12,010, as compared to a translation loss of $480 during the same period during the year 2022. This translation gain (loss) stems from variability in the exchange rate between U.S. Dollars and Danish Krone.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024, we had cash ~~and cash equivalents~~ of $1399,~~020~~945,~~417~~ compared to a cash balance of $0847,724 at December 31, ~~2022~~2023. The ~~increase~~decrease in cash balance was primarily due to ~~private~~increasing ~~placements~~operating ofexpenses ~~common stock,~~ as ~~well~~ ~~miscellaneous~~disclosed ~~income from sub-leases at our Denmark office~~above. During the 12-month period following the date of this report, management anticipates that the Company will not generate sufficient revenues to continue the development of current projects and projects in the pipeline. Accordingly, the Company will be required to obtain additional financing in order to continue its plan of operations. Management may attempt to secure debt financing for future growth, but due to the absence of meaningful assets and limited operating history, debt financing may not be available to the Company. Management anticipates that additional funding will be in the form of equity financing from the sale of the Company’s common stock, as well as debt if available. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in the Company. However, the Company does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of operations. In the absence of such financing, the Company will not be able to develop its products or facilities and its business plan will fail. Even if the Company is successful in obtaining equity financing and developing its ~~various~~ business ~~ventures~~, additional development of its ~~website~~lithium ~~and~~extraction ~~marketing~~facilities ~~program~~ will be required. If the Company does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.

As of ~~September~~March 3031, ~~2023~~2024, we had total assets of $32,~~052~~393,~~849~~357, and a working capital deficit of $~~280~~876,~~025~~027, compared with total assets of $423,~~269 and~~069,604 and a working capital deficit of $~~221~~205,~~332~~103 at ~~September~~December 3031, ~~2022~~2023. The increase in the working capital deficit was primarily due to a significant decrease in cash from $847,724 on December 31, 2003 to $399,945 on March 31, 2024. Furthermore, the increase in ~~payroll~~working capital ~~payables~~was asdriven ~~well~~by asamounts ~~lease~~due ~~obligations~~to related parties.

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Net Cash (Used in) Provided by Operating Activities

During the quarter ended ~~September~~March 3031, ~~2023~~2024, net cash used in operating activities was $~~699~~389,~~630~~075 compared to net cash provided of $5393,~~949~~498 for the quarter ended ~~September~~March 3031, ~~2022~~2023. The increase in cash used in operating activities was primarily related to the expansion of business activities following the reverse acquisition of Lithium Harvest. As disclosed above, the largest drivers of this increase in net cash used in operating activities were increased ~~management~~stock ~~fees~~based payments, wages and salaries, administrative and ~~stock~~other ~~based~~operating ~~compensation~~expenses, and management fees.

Net Cash Used in Investing Activities

During the quarter ended ~~September~~March 3031, ~~2023~~2024, net cash used in investing activities was $~~161~~25,~~734~~611 compared to $047,240 for the quarter ended ~~September 30,~~March ~~2022~~31, 2023. The ~~increase~~decrease in cash used in investing activities was primarily due to ~~investments~~decreased inspending for office equipment and ~~filtration~~the ~~equipment~~completion of our website design process.

Net Cash ~~Provided~~Used byin Financing Activities

During the quarter ended ~~September~~March 3031, ~~2023~~2024, net cash flows ~~provided~~used byin financing activities was $185,~~858,124~~843 as compared with ~~financing activities of~~ $0280,038 for the quarter ended ~~September~~March 3031, ~~2022~~2023. ~~The~~During the quarter ended March 31, 2024, net cash ~~generated~~ used in financing activities was ~~primarily~~ due to ~~common~~lease payments. ~~stock~~During ~~issued~~the inquarter ~~private~~ended ~~placements~~March ~~and~~31, ~~subscriptions~~2023, ~~for~~net ~~in-process~~cash ~~private~~used ~~placements, partially~~in ~~offset~~financing byactivities ~~the~~was ~~issuance~~largely due ofto ~~common~~share ~~stock~~issuances inrelated to the Exchange Transaction.

Management anticipates incurring the following expenses during the next 12-month period:

	●	Management anticipates spending approximately $250,000 in ongoing general and administrative expenses per month for the next 12 months, for a total anticipated expenditure of $3,000,000 over the next 12 months. The general and administrative expenses for the year are expected to consist primarily of employee and rental expenses, professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, development costs and general office expenses.
	●	In addition to the general and administrative expenses described above, management anticipates spending approximately $200,000 per year in complying with our obligations as a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These expenses are expected to consist primarily of professional fees relating to the preparation of the Company’s financial statements and completing and filing its annual report, quarterly reports, and current report filings with the SEC.

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Going Concern

We have limited operations and have sustained operating losses resulting in a deficit. In view of these matters, realization values may be substantially different from carrying values as shown. We have accumulated a deficit of $24,~~618~~232,~~264~~365 since inception and have yet to to achieve profitable operations and further losses are anticipated in the development of our business. Our ability to continue as a ~~going~~ going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable ~~level~~ level of operations. Our consolidated ~~interim~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty. We had $1399,~~020,417~~945 in cash ~~and cash equivalents~~ as of ~~September~~March 3031, ~~2023~~2024. Cash used by operations was $~~699~~389,~~630~~ 075 for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2023~~2024. We will need to raise additional cash in order to fund ongoing operations over the next 12 months. We expect to finance our operations through public or private equity, debt or other available financing transactions. However, there is no assurance that such additional funds will be available for us on acceptable terms, if at all.

Future Financings

Management anticipates raising financing through debt financing, if available, or the sale of the Company’s common stock in order to continue to fund the Company’s business operations. Issuances of additional common stock will result in dilution to the Company’s existing stockholders. There is no assurance that the Company will achieve any additional sales of its common stock or arrange for debt or other financing to fund its planned activities.

Inflation

Management anticipates increased inflation in all areas of operations. High rates of inflation could impact the Company’s development costs for its first production plant expected to be operational in 2025. During the construction of our first production plant, we expect to rely on the delivery of certain components from third party vendors, such as filtration equipment, piping and other goods. We cannot rule out that inflation could affect the cost of these components during the construction process, leading to increased development costs. Additionally, the Company could suffer from negative effects from wage inflation. We anticipate increasing our number of employees for the construction and operation phase of our first lithium production plant. Wage inflation could lead to higher than anticipated employee expenses during this hiring process.

Critical Accounting Estimates

The preparation ~~Estimates~~of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated interim financial statements and the reported amounts of expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

The preparation of the consolidated interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated interim financial statements and the reported amounts of expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

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A critical accounting estimate is defined as a financial statement item where significant judgment is required in the selection of accounting policies and the determination of estimates. The accounting estimates that require more significant judgment are included below:

	1.	Revenue recognition: We use judgment in determining the timing of revenue recognition and the amount of revenue to be recognized. This judgment is based on the timing of delivery, customer acceptance and other factors. Our revenue recognition policies are subject to periodic review and changes, and any changes could have a material impact on our financial statements.

	2.	Allowance for doubtful accounts: We estimate the allowance for doubtful accounts based on historical data, current economic conditions and other factors. The actual amount of uncollectible accounts may differ from our estimates, and any significant changes could impact our financial statements.

	3.	Inventory valuation: We estimate the value of inventory based on historical cost, estimated future demand and other factors. We regularly review our inventory and may write down the value if it is deemed to be obsolete or overvalued. Any significant changes to our inventory valuation could impact our financial statements.

	4.	Depreciation and amortization: We estimate the useful lives of our property, plant and equipment and intangible assets, and the residual values used in our depreciation and amortization calculations. Our estimates are subject to change based on economic conditions, technological advancements and other factors, and any changes could have a material impact on our financial statements.

	5.	Impairment of long-lived assets: We periodically review our long-lived assets for impairment and estimate the fair value of those assets. Our estimates are based on a variety of factors, including market conditions and future plans for the assets. If the estimated fair value of the assets is lower than the carrying value, we recognize an impairment charge. Any changes to our estimates could result in impairment charges and have a material impact on our financial statements.

	6.	Exchange rates and translational risks: We are exposed to exchange rate fluctuations and translational risks, particularly with respect to the Danish Krone. We estimate the impact of these fluctuations on our financial statements and make adjustments as necessary. The fluctuations in exchange rates could have a significant impact on the value of our assets and liabilities denominated in foreign currencies, and on our results of operations when translating these amounts into our functional currency. Any material changes in exchange rates could have a significant impact on our financial statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September~~March 3031, ~~2023~~2024. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective as a result of the material weaknesses in internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

Management has identified material weaknesses in our internal ~~control over financial reporting. A material weakness is a control deficiency, or~~ ~~a combination of deficiencies, in internal~~ control over financial reporting ~~such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis~~.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

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The matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

(1) We currently lack a functioning audit committee and lack a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) We currently have inadequate segregation of duties consistent with control objectives;

(3) We have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; and

(4) We have ineffective controls over period end financial disclosure and reporting processes.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The above- mentioned material weaknesses (1), (2), (3) and (4) contributed to additional material weaknesses:

(5) We have ineffective controls over timely impairments of intangible assets; and

(6) We lack internal control over financial reporting in the controls over the accounting treatment of subsequent events.

Material weaknesses (1), (2), (3) and (4), which were originally identified by the Company’s Chief Financial Officer in connection with fiscal year 2021 financial results, were not remediated and therefore remained ineffective at ~~September~~March 3031, ~~2023~~2024. Material weaknesses (5) and (6), ~~which~~ were identified by the Company’s Chief Financial Officer in connection with the re-audit of its financial statements as of December 31, 2022 and December 31, 2021, were not remediated and therefore remained ineffective at ~~September~~March 3031, ~~2023~~2024.

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The Company is committed to improving its financial organization. As part of this commitment and when funds are available, the Company intends to create a position to segregate duties consistent with control objectives and increase its personnel resources and technical accounting expertise within the accounting function by:

(i) appointing one or more outside directors to its board of directors who will also be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal ~~controls~~control over financial reporting; (ii) preparing and implementing sufficient written policies and checklists that will set forth procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements; (iii) preparing and implementing sufficient written policies and checklists that will set forth procedures for the treatment of impairment for intangible assets with respect to the requirements and application of GAAP; and (iv) preparing and implementing sufficient written policies and checklists that will set forth procedures for the treatment of subsequent events with respect to the requirements and application of GAAP and SEC disclosure requirements.

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Management believes that the appointment of one or more outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses:

(i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; (ii) ineffective controls over period end financial disclosure and reporting processes; (iii) ineffective controls over required impairments of intellectual assets; and (iv) lack of internal control over financial reporting in the controls over the accounting treatment of subsequent events.

Further, management believes that the hiring of additional personnel who have technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the Company’s finance department. The Company expects additional personnel will also provide the cross training needed to support the Company if personnel turnover issues occur within the finance department.

~~During~~Management will ~~the~~continue ~~quarter~~to ~~ended~~monitor ~~September~~and ~~30,~~evaluate ~~2023,~~the effectiveness of the Company’s internal control over financial reporting on an ongoing basis and ~~its~~is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. The material weaknesses will not be considered remediated until management ~~worked~~completes tothe ~~implement~~design and implementation of the ~~following~~measures ~~changes~~described above, inuntil the ~~Company’s~~controls ~~internal~~operate ~~control~~for ~~over~~a ~~financial~~sufficient ~~reporting:~~period of time, and until management has concluded, through testing, that the controls are effective.

● The Company initiated planning for the creation of an audit committee; and ● The Company appointed Stefan Muehlbauer as Secretary to assist the board in its control function.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above, until the controls operate for a sufficient period of time, and until management has concluded, through testing, that the controls are effective.

Changes in Internal Control over Financial Reporting

There were no changes (other than as described above) in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended ~~September~~March 3031, ~~2023~~ 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls and Procedures

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s controls and procedures, even when and if all material weaknesses have been remediated, will prevent all potential error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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Part II – Other Information

Item 1. Legal Proceedings.

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on on our ~~Company~~company, nor is any such litigation threatened as of the date of this ~~report~~filing.

Item 1A. Risk Factors.

There ~~have~~ have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K/A filed with the SEC on ~~December~~April 124, ~~2023~~2024.

Item 2. Unregistered Sales of Equity Securities, ~~Use of Proceeds,~~ and ~~Issuer~~Use ~~Purchases~~ of ~~Equity Securities~~Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

~~During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of the Company~~None. ~~Also, during this quarter, no material arrearage in the payment of dividends has occurred.~~

Item 4. Mining Safety Disclosures.

There are no current mining activities at the date of this report.

Item 5. Other Information.

~~None~~During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules).

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Item 6. Exhibits

Index to and Description of Exhibits

Exhibit	Description	Filed or furnished with this Form 10-Q
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1/A Amendment #1 filed on December 17, 2010).
3.2	By-Laws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on September 13, 2010).
3.3	Certificate of Amendment (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 filed on September 13, 2010).
3.4	Certificate of Amendment (incorporated by reference to Exhibit to 3.4 to Current Report on Form 8-K filed on December 19, 2016).
3.5	Certificate of Amendment (incorporated by reference to Exhibit 3.5 to Current Report on Form 8-K filed on October 26, 2017).
10.1	Form of Subscription Agreement of Sustainable Projects Group Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 26, 2023).
31.1	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.	X
31.2	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.	X
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.	X
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.	X
101	Financial statements from the quarterly report on Form 10-Q of SPGX for the period ended September 30, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Interim Balance Sheets, (ii) the Consolidated Interim Statements of Operations and Comprehensive Loss; (iii) the Consolidated Interim Statements of Stockholders’ Deficit, and (iv) the Consolidated Interim Statements of Cash Flows.	X
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.	X

The exhibits listed in the following exhibit index are filed as part of this report.

Exhibit		Description
2.1		Securities Exchange Agreement, among the Company, Lithium Harvest ApS and, for certain limited purposes, its shareholders, dated as of February 14, 2023, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed February 14, 2023.

3.1		Articles of Incorporation and Certificate of Amendment, dated September 4, 2009, incorporated herein by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1 filed on September 13, 2010.

3.2		By-Laws, incorporated herein by reference to Exhibit 3.2 to the Company’s registration statement on Form S-1 filed on September 13, 2010.

3.3		Certificate of Amendment to Articles of Incorporation, dated August 16, 2010, incorporated herein by reference to Exhibit 3.3 to the Company’s registration statement on Form S-1 filed on September 13, 2010.

3.4		Certificate of Amendment to Articles of Incorporation, dated November 9, 2016, incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed December 19, 2016.

3.5		Certificate of Amendment to Articles of Incorporation, dated October 18, 2017 incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed October 26, 2017.

31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1		Certification of principal executive officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of principal financial officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following information from the quarterly report on Form 10-Q of Sustainable Projects Group Inc. for the period ended March 31, 2024, formatted in Inline XBRL: (i) the Consolidated Interim Balance Sheets, (ii) the Consolidated Interim Statements of Operations and Comprehensive Loss; (iii) the Consolidated Interim Statements of Stockholders’ Deficit, (iv) the Consolidated Interim Statements of Cash Flows, (v) the Notes to Consolidated Unaudited Interim Financial Statements and (vi) the information in Part II, Item 5.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Signatures

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

	Sustainable projects Group Inc.
Date: December 27, 2023	By:	/s/ Sune Mathiesen
Date: May 10, 2024	By:	/s/ Sune Mathiesen
	Name:	Sune Mathiesen
	Title:	President & Chief Executive Officer
		(Principal Executive Officer)
Date: December 27, 2023	By:	/s/ Stefan Muehlbauer
Date: May 10, 2024	By:	/s/ Stefan Muehlbauer
	Name:	Stefan Muehlbauer
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · Sustainable Projects Group Inc.