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 ~~June~~September 30, 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 ~~August~~November 1312, 2024, there were ~~296~~306,~~037~~220,~~813~~259 shares of the registrant’s common stock, $0.0001 par value, outstanding, which is the ~~only~~ only class of common or voting stock of the registrant issued.

SUSTAINABLE PROJECTS GROUP INC.

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2024 AND 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 Consolidated Unaudited Interim Financial Statements	F-6 to F-15

Page F-1

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
As at
ASSETS
Current Assets:
Cash	$	~~188~~602,136		$	847,724
Prepaid expenses and deposits		281,049			398,067
Other receivables – Note 4		3,806			-
TOTAL CURRENT ASSETS		281,237			1,245,791
Prepaid expenses and deposits		297,823			398,067
Right of Use Asset – Note 9		1,522,773			1,688,003
TOTAL CURRENT ASSETS		903,765			1,245,791
Equipment – Note 5		109,015			102,907
Right of Use Asset – Note 9		1,519,890			1,688,003
Intangible assets – Note 7		30,162			32,903
Equipment – Note 5		103,523			102,907
TOTAL ASSETS	$	1,943,187		$	3,069,604
Intangible assets – Note 7		30,372			32,903
TOTAL ASSETS	$	2,557,550		$	3,069,604
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities – Note 8	$	~~525~~496,~~384~~349		$	449,952
Amounts due to related parties – Note 12		~~784~~975,~~055~~767			502,397
Other payable – Note 4		~~8,636~~-			19,334
Payroll liabilities		2518,~~543~~409			149,148
Note payable, related party – Note 10, 12		21248,~~901~~715			-
Notes and interest payable – Note 10		7172,~~225~~045			69,605
Notes payable		7172,~~225~~045			69,605
Deposits received		7380,~~902~~468			76,545
Lease liability, current portion – Note 9		~~187~~199,~~834~~925			183,913
TOTAL CURRENT LIABILITIES		12,~~698~~091,~~480~~678			1,450,894
NON-CURRENT LIABILITIES
Lease Liability obligation, long term – Note 9		1,~~420~~422,~~096~~772			1,559,818
TOTAL NON-CURRENT LIABILITIES		1,~~420~~422,~~096~~772			1,559,818
TOTAL LIABILITIES		3,~~118~~514,~~576~~450			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
Common Stock – Note 11 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 306,220,259 (Dec. 31, 2023 – 296,037,813)		30,622			29,604
Additional Paid In Capital		34,~~586~~857,~~468~~173			3,438,273
Accumulated Deficit		(45,~~809~~742,~~664~~263	)		(3,359,757	)
Other Accumulated Comprehensive Gain (Loss)		18,203			(49,228	)
Other Accumulated Comprehensive Loss		(102,432	)		(49,228	)
TOTAL STOCKHOLDERS’ DEFICIT		(1956,~~175,389~~900	)		58,892
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	12,~~943~~557,~~187~~550		$	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)

	For the Three			For the Three			For the ~~Six~~Nine			For the ~~Six~~Nine
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
	Sept, 30, 2024			Sept. 30, 2023			Sept. 30, 2024			Sept. 30, 2023
Operating Expenses
Administrative and other operating expenses	$	2439,~~868~~088		$	2866,~~387~~512		$	~~125~~85,~~898~~062		$	4771,~~451~~738
Advertising and promotion		51,~~290~~853			821,~~157~~389			79,~~437~~290			829,~~157~~546
Amortization ROU Assets		5960,~~475~~472			5859,~~878~~530			~~118~~179,~~991~~463			58118,~~878~~408
Depreciation		10,~~357~~472			118,~~687~~995			2031,~~569~~041			1221,~~457~~452
Consulting fees		2,010			61,221			2,010			61,221
Foreign exchange		(97,877	)		(5,539	)		(17,953	)		36,686
Management fees		216,864			191,885			484,445			393,476
Consulting fees		475,588			43,763			477,598			104,984
Professional fees		69,673			55,622			147,615			138,930
Management fees		206,878			205,613			691,323			599,089
Rent expense		-			2,194			-			51,801
Professional fees		31,893			45,162			179,508			184,092
Office Maintenance & Utilities		45,545			36,116			88,434			36,116
Rent expense		-			5,998			-			57,799
Wages and salaries		150,602			146,236			295,931			199,712
Office Maintenance & Utilities		58,778			39,939			147,212			76,055
Travel Expenses		18,501			10,319			48,219			17,337
Wages and salaries		137,670			169,176			433,601			368,888
Vehicle expenses		14,247			18,878			38,200			18,878
Travel Expenses		17,708			47,133			65,927			64,470
Stock based payments		-			164,236			148,195			164,236
Vehicle expenses		14,479			4,332			52,679			23,210
Lease liability expense		41,575			45,718			84,263			45,718
Stock based payments		-			164,236			148,195			328,472
Research and development		207			-			7,977			-
Lease liability expense		41,160			44,787			125,423			90,505
Total Operating Expenses		659,214			839,534			1,618,184			1,254,368
Research and development		23,840			-			31,817			-
Operating loss before other items		(659,214	)		(839,534	)		(1,618,184	)		(1,254,368	)
Total Operating Expenses		1,022,002			921,026			2,640,186			2,175,394
Miscellaneous income		82,725			69,817			169,897			91,391
Operating loss before other items		(1,022,002	)		(921,026	)		(2,640,186	)		(2,175,394	)
Interest (expense) income		(810	)		(976	)		(1,620	)		252
Miscellaneous income		90,223			78,175			260,120			169,566
Net loss		(577,299	)		(770,693	)		(1,449,907	)		(1,162,725	)
Interest expense		(820	)		(883	)		(2,440	)		(631	)
Comprehensive loss - translation		15,611			(6,959	)		67,431			(11,857	)
Net loss		(932,599	)		(843,734	)		(2,382,506	)		(2,006,459	)
Net loss and comprehensive loss attributed to shareholders	$	(561,688	)	$	(777,652	)	$	(1,382,476	)	$	(1,174,582	)
Comprehensive loss – translation		(120,635	)		23,867			(53,204	)		12,010
Net loss and comprehensive loss attributed to shareholders	$	(1,053,234	)	$	(819,867	)	$	(2,435,710	)	$	(1,994,449	)
Loss per share of common stock
-Basic and diluted	$	(0.~~002~~004	)	$	(0.003	)	$	(0.~~005~~008	)	$	(0.~~005~~008	)
Weighted average no. of shares of common stock
-Basic and diluted		296,~~037~~369,~~813~~849			~~287~~289,~~190~~764,~~813~~270			296,~~037~~149,~~813~~300			~~217~~242,~~959~~157,~~199~~245

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 ~~Six~~Nine Months Ended ~~June~~September 30, 2024 and 2023

(Unaudited)

			Par Value at				Additional					Accumulated Other
	Common		$0.0001				Paid-in		Accumulated			Comprehensive
For June 30, 2024	Shares		Amount				Capital		Deficit			Loss			Total
For September 30, 2024	Shares		Amount				Capital		Deficit			Loss			Total
Balance, December 31, 2023		296,037,813	$	29,604	-	-	$	3,438,273	$	(3,359,757	)	$	(49,228	)	$	58,892
Stock based payments		-		-				148,195		(148,195	)		-			-
Net loss and comprehensive loss		-		-	-	-		-		(724,413	)		51,820			(672,593	)
Balance, March 31, 2024		296,037,813		29,604	-	-		3,586,468		(4,232,365	)		2,592			(613,701	)
Net loss and comprehensive loss		-		-	-	-		-		(577,299	)		15,611			(561,688	)
Balance, June 30, 2024		296,037,813	$	29,604	-	-	$	3,586,468	$	(4,809,664	)	$	18,203		$	(1,175,389	)
Shares issued for services		7,903,723		790				473,433		(474,223	)		-			-
Shares issued at $0.35 per share		2,278,723		228				797,272		-			-			797,500
Net loss and comprehensive loss		-		-	-	-		-		(458,376	)		(120,635	)		(579,011	)
Balance, September 30, 2024		306,220,259	$	30,622	-	-	$	4,857,173	$	(5,742,263	)	$	(102,432	)	$	(956,900	)

	Common		Par Value at $0.0001		Share			Additional Paid-in		Shares			Accumulated			Accumulated Other Comprehensive
For June 30, 2023	Shares		Amount		Capital			Capital		Subscribed			Deficit			Loss			Total
For September 30, 2023	Shares		Amount		Capital			Capital		Subscribed			Deficit			Loss			Total
Balance, December 31, 2022		50,000	$	-	$	7,940		$	-	$	-		$	(224,419	)	$	(4,853	)	$	(221,332	)
Common stock issued in reverse acquisition*		287,140,813		28,719		(7,940	)		-		-			(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	)
Shares subscribed at $0.25 per share		-		-		-			-		375,000			-			-			375,000
Shares subscribed at $0.35 per share		-		-		-			-		877,100			-			-			877,100
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	)
Balance		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, Sept. 30, 2023		292,696,813	$	29,270	$	-		$	2,105,021	$	469,350		$	(2,618,264	)	$	7,157		$	(7,466	)
Balance		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 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 Six			For the Six
	For the Nine			For the Nine
	Months Ended			Months Ended
	June 30, 2024			June 30, 2023
	Sept. 30, 2024			Sept. 30, 2023
Cash Flows from operating activities:
Net loss	$	(12,~~449~~382,~~907~~506	)	$	(12,~~162~~006,~~725~~459	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2031,~~569~~041			1221,~~457~~452
ROU amortization		~~118~~179,~~991~~463			58118,~~878~~408
Stock based compensation		148,195			~~164~~328,~~236~~472
Interest on lease payments		84,263			-
Shares issued for services		474,223			-
Interest on lease payments		125,423			-
Changes in current assets and liabilities
Prepaid expenses		~~117~~100,~~018~~244			(~~211~~210,~~882~~376	)
Accounts receivable		-			~~(47~~-	)
Other receivables		-(3,806	)		~~(76~~32,~~182~~180	)
Accounts payable and accrued expenses		7546,~~432~~397			~~445~~411,~~324~~426
Interest payable		12,~~620~~440			-159
Payroll liabilities		(~~123~~130,~~605~~739	)		53190,~~807~~714
Other payables		(1019,~~698~~334	)		-32,950
Deposits received		(2,643	)		71,109
Note payable, related		248,715			-
Deferred revenue		-			8,388
Deposits received		3,923			69,648
Amount due to related parties		303,559			490,341
Deferred revenue		-			9,730
Net cash used in operating activities		(717,206	)		(146,296	)
Amount due to related parties		473,370			302,066
Net cash used in operating activities		(702,951	)		(699,630	)
Cash Flows from investing activities:
Office equipment		(2,~~648~~750	)		(~~108~~106,~~837~~970	)
Filtration equipment		(2425,~~931~~888	)		(2544,~~056~~567	)
Intangible assets		-			(10,~~538~~197	)
Net cash used in investing activities		(2728,~~579~~638	)		(~~144~~161,~~431~~734	)
Cash Flows from financing activities:
Proceeds from note and interest payable, related party		-			14,605
Common stock issued in private placements		797,500			1,777,100
Proceeds from note payable and interest payable		-			6768,~~966~~786
Shares subscribed		-			1469,~~252,100~~350
Common stock issued in reverse acquisition		-			(366,607	)
Lease payments		(~~170~~266,~~865~~139	)		(4590,~~718~~505	)
Net cash (used in) provided by financing activities		(170,865	)		922,346
Net cash provided by financing activities		531,361			1,858,124
Effect of foreign exchange on cash		68(45,~~114~~360	)		(223,~~111~~657	)
Net (decrease) increase in cash		(~~847~~245,~~536~~588	)		~~629~~1,~~508~~020,417
Cash at beginning of period		847,724			-
Cash at end of period	$	~~188~~602,136		$	~~629~~1,~~508~~020,417
Supplemental Disclosures
Cash paid for:
Interest	$	-		$	-

See accompanying notes to the unaudited interim consolidated financial statements.

Page F-5

SUSTAINABLE PROJECTS GROUP INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 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 completion of the Company’s planned lithium production facilities.

The Company has accumulated a deficit of $45,~~809~~742,~~664~~263 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company had $~~188~~602,136 in cash as of ~~June~~September 30, 2024. The Company will need to raise additional cash in order to fund ongoing operations ~~over~~ over the next 12 months. The Company may seek additional equity as necessary, and it expects to raise funds through private or public ~~equity~~ equity investment in order to support its existing operations and expand the range of its 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 ~~cashflows~~cash flows for the interim ~~period~~periods 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, 2023 year-end financial statements. Operating results for the three and ~~six~~nine months ended ~~June~~ September 30, 2024 are not necessarily indicative of the results that can be expected for the year ending December 31, 2024.

Reverse Acquisition

The Exchange Transaction between the Company and Lithium Harvest was accounted for as a “reverse acquisition” since, 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 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~~Presentation

~~The Company~~For ~~restated~~presentation ~~its Consolidated Interim Balance Sheets as of June 30~~purposes, ~~2023,~~some ~~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~~accounts ~~Interim~~have ~~Financial~~been ~~Statements for each of the three and six months ended June 30, 2023 and 2022, which was originally filed with the U~~reclassified.S. Securities and Exchange Commission (the “SEC”) on August 22, 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 and six months ended June 30, 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 as of and for the three and six months ended June 30, 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 filing of the Original Form 10-Q, retroactively, and resulted in 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 its Original 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.

Consolidation

The accompanying consolidated unaudited interim financial statements include the accounts of the Sustainable Projects Group Inc., Lithium 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 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 service equipment 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 service equipment lease commenced May 10, 2023.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies previously disclosed in the December 31, 2023 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 used by management for making decisions and assessing performance of its various businesses on a corporation-wide basis. As of ~~June~~ September 30, 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 ~~six~~nine months ended ~~June~~September 30, 2024 and the year ended December 31, 2023, segment income and total ~~assets~~ assets were reported as follows:

Schedule of Segment Reporting

	For the Six		For the Year
	For the Nine		For the Year
	Months Ended		Ended
	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Sales and miscellaneous income
Sustainable Projects Group	$	-	$	-
YER Brands		-		-
Lithium Harvest		~~169~~260,~~897~~120		251,089
Total Sales	$	~~169~~260,~~897~~120	$	251,089
Total Assets
Sustainable Projects Group	$	1649,~~014~~315	$	6,090
YER Brands		-		-
Lithium Harvest		12,~~927~~508,~~173~~235		3,063,514
Total Assets	$	12,~~943~~557,~~187~~550	$	3,069,604

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 five 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.

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. These revenues are billed in advance, arrears and/or are 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 clients’ deposits are contract liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount received. Where possible, we obtain retainers to lessen our risk of non-payment by our customers. Advances from clients’ deposits are recognized as revenue as we meet 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.

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 date. Management does not believe that any pronouncements not included above will have a material effect on the Company’s 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 ~~June~~September 30, 2024 and December 31, 2023 is summarized as follows:

Schedule of Equipment

Accumulated

As of June 30, 2024

Cost

Depreciation

Net

As of September 30, 2024

Cost

Depreciation

Net

Computer

23,~~262~~998

1113,~~498~~441

1110,~~764~~557

Equipment

5,000

Office Furniture & Equipment

9296,~~663~~221

4050,~~972~~564

5145,~~691~~657

Machinery under construction

4547,~~560~~309

~~166~~172,~~485~~528

5769,~~470~~005

~~109~~103,~~015~~523

			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-10

7. Intangible Assets

Intangible assets as of ~~June~~September 30, 2024 and December 31, 2023 are summarized as follows:

~~Summary~~ Schedule of Intangible Assets

Accumulated

As of June 30, 2024

Cost

Depreciation

Net

As of September 30, 2024

Cost

Depreciation

Net

Patent - Denmark

3436,~~964~~306

45,~~802~~934

30,~~162~~372

			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 ~~June~~September 30, 2024 and December 31, 2023 are summarized as follows:

Accounts Payable:	~~Jun~~Sept. 30, 2024		Dec. 31, 2023
Accounting fee	$	2829,~~470~~288	$	25,597
Audit fee		81,750		750
Auditor fee		48,240		750
Consulting fee		73,266		73,266
Machinery under construction		966		-
Rental expenses		63,992		63,992
Professional fees		~~148~~98,123		176,767
Others		96154,~~613~~478		42,330
Accounts payable Total	$	~~493~~467,~~180~~387	$	382,702

Accrued liabilities:	~~Jun~~Sept. 30, 2024		Dec. 31, 2023
Professional fees	$	20,~~007~~775	$	-
Accounting fees		4,318		-
Auditor fees		5,000		67,250
Audit fees		5,000		67,250
General and Administrative		3,187		-
General and Administrative		2,879		-
Accrued liabilities Total	$	28,962	$	67,250
Accrued liabilities Total	$	32,204	$	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 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.

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
Right-of-use asset
Right-of-use asset, net	$	1,~~522~~519,~~773~~890		$	1,688,003
Lease liability
Current lease liability	$	~~187~~199,~~834~~925		$	183,913
Non-current lease liability		1,~~420~~422,~~096~~772			1,559,818
Total lease liability	$	1,~~607~~622,~~930~~697		$	1,743,731
Remaining lease term and discount rate
Weighted average remaining lease term		7875 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 ~~June~~September 30, 2024:

Remainder of 2024	$	~~170~~88,~~865~~713
Thereafter		2,~~041~~119,~~030~~398
Less: imputed interest		(~~603~~585,~~965~~414	)
Total	$	1,~~607~~622,~~930~~697

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 ~~June~~September 30, 2024, the Company is in default, and there was $9,~~335~~776 (~~June~~September 30, 2023 - $78,~~580~~021) in accrued interest under the loan. The Company is negotiating new terms.

Page F-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 year ended December 31, 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 repayment due date has been extended to December 31, 2024. At ~~June~~September 30, 2024, the accrued interest was $12,~~890~~268 (~~June~~September 30, 2023 - $~~386~~764).

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. ~~The~~During ~~accrued~~the ~~interest~~quarter atended ~~June~~September 30, 2023 ~~was $76. Subsequent to June 30~~, ~~2023,~~ the loan was repaid.

On June 27, 2024, the Company entered into a loan agreement with a company controlled by a director and the Chief Executive Officer of the Company, ~~loaned~~pursuant ~~the~~to ~~Company~~which $21248,~~901~~ 715 (DKK ~~152~~1,~~160~~664,079). was loaned to the Company. The loan bears no interest and is due on or before September 30, 2024. IfBecause ~~the~~it ~~loan~~was is not paid by September 30, 2024, ~~then~~ the loan ~~shall bear~~bears a rate of 5% interest thereafter.

11. Common Stock

There ~~were~~following no stock transactions ~~during~~occurred ~~the~~with ~~period~~respect ~~ended~~to ~~June~~the ~~30,~~Company’s ~~2024.~~common Atstock ~~June~~during ~~30,~~the ~~2024,~~three ~~the~~months ~~Company~~ended ~~had~~September ~~296~~30,~~037,813~~ ~~shares of common stock issued and outstanding.~~2024:

	a)	On September 27, 2024, 7,903,723 shares of common stock valued at $474,223 were issued for stock-based compensation relating to business development consulting activities performed.

	b)	On September 27, 2024, 2,278,723 shares of common stock valued at $797,500 were issued pursuant to private placement subscriptions at $0.35 per share.

At September 30, 2024, the Company had 306,220,259 shares of common stock issued and outstanding.

The following stock transactions occurred with respect to the Company’s common stock during the year ended December 31, 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~~797,703 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 December 31, 2023, the Company had 296,037,813 shares of common stock issued and outstanding.

12. Related Party transactions

Related party transactions as of ~~June~~September 30, 2024 and December 31, 2023 are summarized as follows:

Schedule of Related Party Transaction

	Jun 30, 2024		Dec 31, 2023
	Sept. 30, 2024		Dec. 31, 2023
Accounts payable	$	~~302~~416,~~775~~641	$	205,558
Accrued liabilities		~~481~~559,~~280~~126		296,839
Total	$	~~784~~975,~~055~~767	$	502,397

Stefan Muehlbauer resigned as a director on February 14, 2023 and is currently the Chief Financial Officer (“CFO”). During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company incurred management fees to the CFO totaling an aggregate of $93143,~~750~~480 (~~June~~September 30, 2023 - $5889,~~125~~375). At ~~June~~September 30, 2024, $~~182~~221,~~272~~855 (~~June~~September 30, 2023 - $~~110~~141,~~465~~715) was owing to the CFO for management fees, both current and past due, and $1821,~~727~~ 481 (~~June~~September 30, 2023 - $1,180) for reimbursement of out of pocket expenses. The Company entered into a new employment agreement with the CFO effective February 1, 2024 (the “CFO Agreement”). Under the terms of the CFO Agreement, Mr. Muehlbauer will continue to serve as the Company’s chief financial officer until December 31, 2025, except upon earlier termination pursuant to the terms of the CFO Agreement. Pursuant to the CFO Agreement, Mr. Muehlbauer is entitled to an annual base salary of $200,000 ~~and~~ and is eligible to participate in the Company’s retirement plan, subject to the eligibility terms and conditions of such plan. The CFO Agreement also indicates that Mr. Muehlbauer shall be eligible to receive (i) an annual cash bonus of up to 100% of his base salary pursuant to a separate bonus agreement and (ii) a stock-based bonus of up to 100% of his base salary pursuant to a separate stock grant agreement.

Page F-13

On February 14, 2023, Tiffany Muehlbauer resigned as Chief Technology Officer. At ~~June~~September 30, 2024, $12,766 (~~June~~September 30, 2023 - $12,766) was owing to the prior officer for past due salaries and $25,500 (~~June~~September 30, 2023 - $25,500) for management fees.

At ~~June~~September 30, 2024, the Company owed a company controlled by the above two related parties $20,647 (~~June~~September 30, 2023 - $20,647) for office expenses.

On February 14, 2023, Sune Mathiesen became a director and Chief Executive Officer (“CEO”) of the Company. During the ~~six~~nine months ended ~~June~~September 30, 2024, Lithium Harvest incurred management fees payable to the CEO totaling an aggregate of $7982,~~164~~204 (DKK 550,000) ~~(June~~ (September 30, 2023 - $~~119~~202,~~808~~050 (DKK ~~825~~1,425,000)). At ~~June~~September 30, 2024, $220,~~031~~634 (DKK 1,~~528~~476,~~691~~199) (~~June~~September 30, 2023 - $9195,~~945~~708 (DKK ~~627~~ 675,~~500~~000)) was owing to the CEO for salary, and $~~Nil~~2,658 (~~June~~DKK 17,789) for out of pocket expenses (September 30, 2023 - $~~459~~8,051 (DKK 1656,779)) ~~for out of pocket expenses~~. At ~~June~~September 30, 2024, an aggregate of $Nil (~~June~~ September 30, 2023 - $2322 (DKK 155)) was owed to the CEO for accrued interest under a loan from the CEO. The loan had a 3% interest rate and was due on or before May 1, 2023. 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.

Effective on April 1, 2024, the employment agreement with Mr. Mathiesen and Lithium Harvest was terminated by mutual agreement of the parties and Mr. Mathiesen entered into a new executive employment agreement with the Company (the “CEO Employment Agreement”). Under the terms of the CEO Employment Agreement, Mr. Mathiesen will continue to serve as the Company’s chief executive officer until December 31, 2025, except upon earlier termination pursuant to the terms of the CEO Employment Agreement. Pursuant to the CEO Employment Agreement, Mr. Mathiesen is entitled to an annual base salary of $300,000 and is eligible to participate in the Company’s retirement plan, subject to the eligibility terms and conditions of such plan. The CEO Employment Agreement also indicates that Mr. Mathiesen ~~shall~~ shall be eligible to receive (i) an annual cash bonus of up to 150% of his base salary pursuant to a separate bonus agreement and (ii) a stock-based bonus of up to 100% of his base salary pursuant to a separate stock grant agreement. 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. At ~~June~~ September 30, 2024, the Company incurred and owed management fees payable to the CEO totaling an aggregate of $75150,000 and $72,~~000~~658 for reimbursement of out of pocket expenses.

At ~~June~~September 30, 2024, a company controlled by a director and CEO was owed $Nil (~~June~~September 30, 2023 - $~~286~~70,~~176~~ 571 (DKK 1497,~~953,067~~717)) for management fees and out of pocket expenses, both current and past due. An aggregate of $Nil (~~June~~September 30, 2023 - $17,217 (DKK 118,300)) was also owed to a company controlled by the director and CEO for notes payable and accrued interest. The loan had a 3% interest rate that was due on or before May 1, 2023. The loan was repaid on April 19, 2023. On June 27, 2024, a company controlled by a director and the Chief Executive Officer of the Company loaned the Company $21248,~~901~~ 715 (DKK ~~152~~1,~~160~~664,079). The loan bears no interest and is due on or before September 30, 2024. If ~~the~~Because ~~loan~~it iswas not paid by September 30, 2024, ~~then~~ the loan ~~shall bear~~ bears a rate of 5% interest thereafter.

On February 14, 2023, Paw Juul became the Chief Technology Officer (“CTO”) of the Company. During the ~~six~~nine months ended ~~June~~September 30, 2024, Lithium Harvest incurred management fees from the CTO totaling an aggregate of $~~159~~246,~~432~~611 (DKK 1,~~100~~650,000) (~~June~~September 30, 2023 - $~~119~~202,~~808~~ 497 (DKK ~~825~~1,~~000~~428,150). At ~~June~~September 30, 2024, $~~260~~337,~~068~~311 (DKK 12,~~806~~256,850) (~~June~~September 30, 2023 - $9195,~~945~~261 (DKK ~~627~~671,~~500~~850)) was owing to the CTO for salaries. Lithium Harvest entered into an Employment Agreement with Mr. Juul 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 CTO may 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.

At ~~June~~September 30, 2024, a company controlled by the CEO and CTOs of the Company (Sune Mathiesen and Paw Juul), was owed $~~310~~1,411 for out of pocket expenses.

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 was subject to stockholder approval. The Company was 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 maximum term and/or vesting period was required to not be more than ten years from the grant date.

RSU awards were subject to vesting spread over time at the discretion of the 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 had been satisfied, such vested shares would have been made available to the participants. The RSU awards granted on May 10, 2023 provided that the recipients did 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 ~~June~~September 30, 2024, the stock based compensation expense was $640,902.

Pursuant to the terms of the Incentive Plan, because the Incentive Plan did not receive approval of the Company’s stockholders on or before May 10, 2024, the Incentive Plan and all awards issued thereunder are of no further force and effect. Therefore, the Incentive Plan and all RSU awards issued under the Incentive Plan automatically terminated on May 11, 2024.

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

~~Summary~~ Schedule of Restricted Stock Award Activity

Name	Title	Total RSUs		May 10, 2024		May 10, 2025		May 10, 2026
				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 was the updated vesting schedule prior to the automatic termination of the RSUs on May 11, 2024:

Name	Title	Total RSUs		May 10, 2024		May 10, 2025		May 10, 2026
				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

At ~~June~~September 30, 2024, there were no commitments or contingencies to report other than what has been disclosed in this 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 three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023. Lithium Harvest is subject to a Danish corporate income tax rate of 22%.

16. Legal Matters

The Company has no known legal issues pending.

17. Subsequent Events

~~Subsequent to~~There ~~June~~were ~~30, 2024, a company controlled by the CEO and director of the Company loaned the Company an additional aggregate of approximately $221,140 (DKK 1,511,919). The loan bears~~ no ~~interest~~subsequent ~~and is due on or before September 30, 2024~~events. ~~If the loan is not paid by September 30, 2024, then the loan shall bear a rate of 5% interest.~~

Page F-15

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;

	●	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;

	●	our ability to begin construction of our manufacturing facilities as planned;

	●	our ability to enter into supply and other vendor agreements necessary 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 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 for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 4, 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 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 have largely completed the environmental and construction permitting stage and plan to start physical construction of our first two lithium carbonate manufacturing facilities in North Dakota in the ~~second~~first ~~half~~quarter of ~~2024~~2025, which we anticipate will be capable of manufacturing up to a total of 2,800 metric tons of lithium carbonate, and we plan to begin manufacturing battery-grade lithium compounds at such facilities in the second half of 2025. We plan to continue to invest in manufacturing capacity and aim to have a total manufacturing capacity of approximately 6,000 metric tons of lithium carbonate by the end of 2026. No assurance can be given that we will be able to establish such facilities or begin manufacturing within this timeframe or at all.

On February 14, 2023, we entered into the Exchange Agreement with Lithium Harvest and all of the Shareholders. Pursuant to the terms of the Exchange Agreement, wethe 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 our common stock. The Exchange Transaction closed on February 14, 2023.

Prior to the Exchange Transaction, we were a business development company engaged in project development and holdings through value-based ~~investments~~ 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, we decided to exit the joint venture ~~with~~ with Hero Wellness, and following the Exchange Transaction, we have not made final plans on the Soy-yer Dough project. We impaired our intangible assets associated with this project as of December 31, 2021.

Recent Developments

On September 27, 2024, the Company issued 2,278,723 shares of common stock valued at $797,500 to accredited investors in a private placement subscription at $0.35 per share.

Page 3

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the Three			For the Three			For the ~~Six~~Nine			For the ~~Six~~Nine
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
	Sept. 30, 2024			Sept. 30, 2023			Sept. 30, 2024			Sept. 30, 2023
Operating Expenses
Administrative and other operating expenses	$	2439,~~868~~088		$	2866,~~387~~512		$	~~125~~85,~~898~~062		$	4771,~~451~~738
Advertising and promotion		51,~~290~~853			821,~~157~~389			79,~~437~~290			829,~~157~~546
Amortization ROU Assets		5960,~~475~~472			5859,~~878~~530			~~118~~179,~~991~~463			58118,~~878~~408
Depreciation		10,~~357~~472			118,~~687~~995			2031,~~569~~041			1221,~~457~~452
Consulting fees		2,010			61,221			2,010			61,221
Foreign exchange		(97,877	)		(5,539	)		(17,953	)		36,686
Management fees		216,864			191,885			484,445			393,476
Consulting fees		475,588			43,763			477,598			104,984
Professional fees		69,673			55,622			147,615			138,930
Management fees		206,878			205,613			691,323			599,089
Rent expense		-			2,194			-			51,801
Professional fees		31,893			45,162			179,508			184,092
Office Maintenance & Utilities		45,545			36,116			88,434			36,116
Rent expense		-			5,998			-			57,799
Wages and salaries		150,602			146,236			295,931			199,712
Office Maintenance & Utilities		58,778			39,939			147,212			76,055
Travel Expenses		18,501			10,319			48,219			17,337
Wages and salaries		137,670			169,176			433,601			368,888
Vehicle expenses		14,247			18,878			38,200			18,878
Travel Expenses		17,708			47,133			65,927			64,470
Stock based payments		-			164,236			148,195			164,236
Vehicle expenses		14,479			4,332			52,679			23,210
Lease liability expense		41,575			45,718			84,263			45,718
Stock based payments		-			164,236			148,195			328,472
Research and development		207			-			7,977			-
Lease liability expense		41,160			44,787			125,423			90,505
Total Operating Expenses		659,214			839,534			1,618,184			1,254,368
Research and development		23,840			-			31,817			-
Operating loss before other items		(659,214	)		(839,534	)		(1,618,184	)		(1,254,368	)
Total Operating Expenses		1,022,002			921,026			2,640,186			2,175,394
Miscellaneous income		82,725			69,817			169,897			91,391
Operating loss before other items		(1,022,002	)		(921,026	)		(2,640,186	)		(2,175,394	)
Interest (expense) income		(810	)		(976	)		(1,620	)		252
Miscellaneous income		90,223			78,175			260,120			169,566
Net loss		(577,299	)		(770,693	)		(1,449,907	)		(1,162,725	)
Interest expense		(820	)		(883	)		(2,440	)		(631	)
Comprehensive gain (loss) - translation		15,611			(6,959	)		67,431			(11,857	)
Net loss		(932,599	)		(843,734	)		(2,382,506	)		(2,006,459	)
Net loss and comprehensive loss attributed to shareholders	$	(561,688	)	$	(777,652	)	$	(1,382,476	)	$	(1,174,582	)
Comprehensive (loss) gain - translation		(120,635	)		23,867			(53,204	)		12,010
Net loss and comprehensive loss attributed to shareholders	$	(1,053,234	)	$	(819,867	)	$	(2,435,710	)	$	(1,994,449	)
Loss per share of common stock
-Basic and diluted	$	(0.~~002~~004	)	$	(0.003	)	$	(0.~~005~~008	)	$	(0.~~005~~008	)
Weighted average no. of shares of common stock
-Basic and diluted		296,~~037~~369,~~813~~849			~~287~~289,~~190~~764,~~813~~270			296,~~037~~149,~~813~~300			~~217~~242,~~959~~157,~~199~~245

See accompanying notes to the unaudited interim consolidated financial statements.

Results of Operations

Quarter Ended ~~June~~September 30, 2024 Compared to the Quarter Ended ~~June~~September 30, 2023

Operating Expenses. The Company’s operating expenses during the three months ended ~~June~~ September 30, 2024 were $~~659~~1,~~214~~022,002 as compared to $~~839~~921,~~534~~026 for the same time period of the prior fiscal year. The ~~decrease~~increase in operating expenses can be primarily attributed to aan ~~decrease~~increase in ~~stock~~consulting ~~based~~fees, ~~payments~~which ~~from~~increased from $~~164~~43,~~236~~763 during the three months ended ~~June~~September 30, 2023 to $~~Nil~~475,588 for the same period during the year 2024. ~~and~~Another ~~consulting~~factor impacting operating expenses during the three months ended September 30, 2024 was foreign exchange fees, ~~from~~which accounted for a gain of $6197,~~221~~877 as compared to $5,539 during the same period in 2023. Additionally, we saw an increase in research and development fees, which increased from $0 during the three months ended ~~June~~September 30, 2023 to $223,~~010~~840 ~~for~~during the same period ~~during~~ ~~the~~in ~~year~~ 2024,. ~~partially~~An ~~offset~~additional byfactor was an increase in ~~management~~office ~~fees~~maintenance and utilities, which increased from $~~191~~39,~~885~~939 for the three months ended ~~June~~September 30, 2023 to $~~216~~58,~~864~~ 778 for the same time period in 2024, related to the expenses of our Denmark office.

~~Miscellaneous~~We saw several offsetting ~~Income~~factors, which significantly decreased in cost year over year. ~~During~~The largest offsetting contributor was stock based payments, which decreased from $164,236 during the three months ended ~~June~~September 30, 2024, to $0 for the ~~Company~~same ~~had~~time ~~miscellaneous~~period ~~income~~during 2024 as a result of the termination of the Incentive Plan Additionally, we saw a decrease in wages and salaries, which decreased from $82169,~~725~~176 ~~compared~~during the three-month period ended September 30, 2023 to $69137,~~817~~670 during the same ~~prior~~time ~~fiscal~~period ~~year~~during ~~period~~2024. ~~This~~The ~~increase~~Company also saw a significant decrease in ~~miscellaneous~~travel ~~income~~expenses, ~~was~~which ~~attributable~~decreased from $47,133 during the three months ended September 30, 2024 to ~~income~~$17,708, ~~from~~largely ~~sub~~attributable to the re-~~leases~~location of ~~office~~our ~~space~~CEO ~~at our~~to ~~Denmark~~the ~~office~~United States.

~~Net~~Miscellaneous ~~Loss~~Income. During the three months ended ~~June~~September 30, 2024, the Company had amiscellaneous ~~net~~income ~~loss~~ of $~~577~~90,~~299,~~223 compared to ~~a net loss of~~ $~~770~~78,~~693~~175 during in the same prior fiscal year period. ~~The~~This ~~decreased~~increase ~~net~~in ~~loss~~miscellaneous income was ~~largely~~ attributable to ~~lower~~income ~~stock~~from ~~based~~sub-leases ~~payments~~of ~~and~~office ~~consulting~~space ~~expenses~~at ~~during~~our ~~the~~Denmark ~~three months ended June 30, 2024 as compared to the same period during the year 2023~~office.

~~Translation Gain~~Net (Loss). During the three~~-month~~ ~~period~~months ended September ~~June~~ 30, 2024, the Company had a ~~translation~~net ~~gain~~loss of $15932,~~611~~599, as compared to a ~~translation~~ net loss of $6843,~~959~~734 in the same prior fiscal year period. The increased net loss was largely attributable to higher consulting expenses during the three months ended September 30, 2024 as compared to the same period during the year 2023. ~~Translation~~Additionally, ~~gains~~we saw an increase in research and ~~losses~~development ~~stem~~fees, which increased from ~~variability~~$0 induring the three months ended September 30, 2023 to $23,840 during the ~~exchange rate~~same ~~between~~period Uin 2024.S. ~~Dollars~~An additional factor was an increase in office maintenance and ~~Danish~~utilities, ~~Krone~~which increased from $39,939 for the three months ended September 30, 2023 to $58,778 for the same time period in 2024, related to the expenses of our Denmark office.

~~Six~~We saw several offsetting ~~Months~~factors, ~~Ended~~which ~~June~~significantly decreased in cost year over year. The largest offsetting contributor was stock based payments, which decreased from $164,236 during the three months ended September 30, 2024 ~~Compared~~ to $0 for the ~~Six~~same ~~Months~~time ~~Ended~~period ~~June~~during 2024 as a result of the termination of the Incentive Plan. Additionally, we saw a decrease in wages and salaries, which decreased from $169,176 during the three-month period ended September 30, 2023 to $137,670 during the same time period during 2024. The Company also saw a significant decrease in travel expenses, which decreased from $47,133 during the three months ended September 30, 2024 to $17,708, largely attributable to the re-location of our CEO to the United States.

~~Operating Expenses.~~Translation ~~The~~(Loss) ~~Company’s~~Gain. ~~operating~~During ~~expenses during~~ the ~~six~~three-month ~~months~~period ended ~~June~~September 30, ~~2024~~ ~~were $1~~2024,~~618,184~~ ~~as compared to $1,254,368 for~~ the ~~same~~Company ~~time~~had ~~period~~a oftranslation ~~the~~loss ~~prior fiscal year. The increase in operating expenses can be primarily attributed to the expansion~~ of ~~business~~$120,635 ~~activities~~as ~~following the reverse acquisition of Lithium Harvest. The most significant~~compared ~~cost drivers are related~~ to ~~wages~~a ~~and~~translation ~~salaries,~~gain ~~which increased from $199,712 in the first half~~ of ~~2023 to~~ $~~295~~23,~~931~~867 during the ~~first~~same half of 2024. Additionally, the increase in operating expenses was affected by a significant increase in management fees, which increased to $484,445 for the six months ending June 30, 2024 as compared to $393,476 in the corresponding period ~~for~~during the year 2023. ~~The~~Translation ~~third~~gains ~~major driver of operating expenses was increased administrative~~ and ~~other~~losses ~~operating~~stem ~~expenses, which increased~~ from ~~$47,451~~variability ~~for the six months~~in ~~ending June 30, 2023 to $125,898 during~~ the ~~six~~exchange ~~months~~rate ~~ended~~between ~~June 30, 2024~~U. Additionally, amortization of ROU Assets relating to our office lease for our headquarters in Denmark increased to $118,991 for the six months ended June 30, 2024 from $58,878 for the six months ended June 30, 2023S. ~~These~~Dollars ~~operating~~and ~~expense~~Danish ~~increases were partially offset by a decrease in rent expense from $51,801 during the six months ended June 30, 2023 to $Nil during the six months ended June 30, 2024~~Krone.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Operating Expenses. The Company’s operating expenses during the nine months ended September 30, 2024 were $2,640,186 as compared to $2,175,394 for the same time period of the prior fiscal year. The increase in operating expenses can be primarily attributed to consulting expenses. Consulting expenses for the nine months ended September 30, 2024 were $477,598 as compared to $104,984 during the same period in the prior year. Additionally, the increase in operating expenses was affected by a significant increase in management fees, which increased to $691,323 for the nine months ended September 30, 2024 as compared to $599,089 in the corresponding period for the year 2023. The third major driver of operating expenses was increased office maintenance & utilities, which increased from $76,055 for the nine months ended September 30, 2023 to $147,212 during the nine months ended September 30, 2024.

We saw several offsetting factors, which significantly decreased in cost year over year. The largest offsetting contributor was stock based payments, which decreased from $328,472 during the nine months ended September 30, 2024 to $148,195 for the same time period during 2024. Additionally, we saw a decrease in rent expense, which decreased from $57,799 during the nine-month period ended September 30, 2023 to $0 during the same time period during 2024. The Company also saw a significant decrease in foreign exchange costs, which amounted to $36,686 during the nine months ended September 30, 2023, versus a gain of $17,953 during the corresponding period in 2024.

Page 4

Miscellaneous Income. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company had miscellaneous income of $~~166~~260,~~897~~120, compared to $91169,~~391 during~~566 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 ~~six~~nine months ended September ~~June~~ 30, 2024, the Company had a net loss of $12,~~449~~382,~~907~~506, compared to a net loss of $12,~~162~~006,~~725~~ 459 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~~increase ~~cost~~in ~~increases~~net ~~experienced~~loss ~~during~~can ~~the~~be primarily attributed to consulting expenses. Consulting expenses ~~six-month~~for ~~period~~the nine months ended ~~June~~September 30, 2024 were ~~attributable~~$477,598 as compared to ~~wages~~$104,984 ~~and~~during ~~salaries~~the same period in 2024. Additionally, the increase in operating expenses was affected by a significant increase in management fees, ~~administrative~~which ~~and~~increased ~~other~~to ~~operating~~$691,323 for the nine months ended September 30, 2024 as compared to $599,089 in the corresponding period for 2023. The third major driver of operating expenses was increased office maintenance and ~~amortization~~utilities, ofwhich ~~ROU~~increased ~~assets~~from $76,055 ~~partially~~for ~~offset~~the bynine amonths ~~decrease~~ended inSeptember ~~rent~~30, ~~expense~~2023 to $147,212 during the nine months ended September 30, 2024.

~~Translation~~We saw several offsetting factors, which significantly decreased in cost ~~Gain~~year ~~(Loss)~~over year. ~~During~~The largest offsetting contributor was stock based payments, which decreased from $328,472 during the ~~six-month~~nine ~~period~~months ended September ~~June~~ 30, 2024 to $148,195 for the ~~Company~~same ~~had~~time period during 2024. Additionally, we saw a ~~translation~~decrease ~~gain~~in ofrent expense, which decreased from $6757,~~431~~799 asduring ~~compared~~the tonine-month aperiod ~~translation loss~~ended ofSeptember ~~$11~~30,~~857~~ 2023 to $0 during the same time period during ~~the~~2024. ~~year~~The ~~2023.~~Company ~~Translation~~also ~~gains~~saw a ~~and~~significant ~~losses~~decrease ~~stem~~in ~~from~~foreign ~~variability~~exchange incosts, which amounted to $36,686 during the ~~exchange~~nine months ended September 30, 2023, versus a ~~rate~~gain ~~between~~of ~~U.S.~~$17,953 ~~Dollars~~during ~~and~~the ~~Danish~~corresponding ~~Krone~~period in 2024.

Translation (Loss) Gain. During the nine-month period ended September 30, 2024, the Company had a translation loss of $53,204 as compared to a translation gain of $12,010 during the same period during the year 2023. Translation gains and losses stem from variability in the exchange rate between U.S. Dollars and Danish Krone.

Liquidity and Capital Resources

As of ~~June~~September 30, 2024, we had cash of $~~188~~602,136, compared to a cash balance of $847,724 at December 31, 2023. The decrease in cash balance ~~was~~ was primarily due to increasing operating expenses as disclosed above. During the 12-month period following the date of this report, ~~management~~ 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~~ 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~~ 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~~ 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~~ and its business plan will fail. Even if the Company is successful in obtaining equity financing and developing its business, additional development of its lithium extraction facilities 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 ~~June~~September 30, 2024, we had total assets of $12,~~943~~557,~~187~~550, and a working capital deficit of $1,~~417~~187,~~243~~913, compared with total assets of $3,069,604 and a working capital deficit of $205,103 at December 31, 2023. The increase in the working capital deficit was primarily due to a significant decrease in cash from $847,724 on December 31, 2023 ~~2003~~ to $~~188~~602,136 on ~~June~~September 30, 2024. Additionally, the Company saw a decrease in pre-paid expenses from $398,067 at December 31, 2023 to $297,823 at September 30, 2024. The increase in working capital deficit was also driven by increased amounts due to related parties as well as accounts payable and accrued ~~liabilities~~expenses, partially offset by a decrease in payroll liabilities.

Page 5

Net Cash Used in Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash used in operating activities was $~~717~~702,~~206~~951 compared to $~~146~~699,~~292~~630 for the ~~six~~nine months ended ~~June~~September 30, 2023. The increase in cash used in operating activities was primarily related to the expansion of business activities following the reverse acquisition of of Lithium Harvest. AsThe ~~disclosed above, the~~ largest drivers of this increase in net cash used in operating activities were ~~increased~~shares ~~wages~~issued for services and ~~salaries~~prepaid expenses. For the nine months ended September 30, ~~management~~2024 ~~fees~~shares issued for services were $474,223 ~~administrative~~as ~~and~~compared ~~other~~to ~~operating~~$0 during the same period in 2023. Additionally, prepaid expenses ~~and~~for ~~amortization~~the ofnine ~~ROU~~months ~~assets~~ended September 30, ~~partially~~2024 ~~offset~~were byan increase of $100,244 as compared to a decrease of $210,376 in the corresponding period for 2023. The third major driver of net cash used in operating activities was an increase in ~~rent~~notes ~~expense~~payable to a related party, which increased from $0 for the nine months ending September 30, 2023 to $248,715 for the same period during 2024.

We saw several offsetting factors, such as a decrease in accounts payable and accrued expenses, as well as payroll liabilities. Additions to accounts payable for the nine months ended September 30, 2024 were $46,397 as compared to $411,426 during the same period in 2023. Additional payroll liabilities decreased by $130,739 for the nine months ended September 30, 2024, as compared to an addition of $190,714 during the same period in 2023. Additionally, stock based compensation for the nine months ended September 30, 2024 was $148,195 as compared to $328,472 for the same period in 2023.

Net Cash Used in Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash used in investing activities was $2728,~~579~~638 compared to $~~144~~161,~~431~~734 for the ~~six~~nine months ended ~~June~~September 30, 2023. The decrease in cash used in investing activities was primarily due to decreased spending for office equipment ~~and~~ and the completion of our website design process.

Net Cash ~~(Used in)~~ Provided by Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash ~~flows~~flow ~~used~~provided inby financing activities was $~~170~~531,~~865~~361 as compared with $~~922~~1,~~346~~858,124 generated for the ~~six~~nine months ended ~~June~~September 30, 2023. During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash ~~used~~provided inby financing activities was due to ~~lease~~common stock issued in a private placement of shares, partially offset by an increase in lease payments. During the ~~six~~nine months ended ~~June~~September 30, 2023, net cash provided by financing activities was primarily ~~largely~~ due to common stock issued in private ~~placement~~placements ~~shares~~and ~~subscribed~~subscriptions for ~~the~~in-process private placements, ~~Company’s~~partially offset by the issuance of common stock in the Exchange Transaction.

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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 $45,~~809~~742,~~664~~263 since inception and have yet to achieve profitable operations and further losses are anticipated in the development of our business. Our 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. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We had $~~188~~602,136 in cash as of ~~June~~September 30, 2024. Cash used by operations was $~~717~~702,~~206~~951 for the ~~six~~nine months ended ~~June~~September 30, 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.

Inflation

While inflation has eased significantly globally, management anticipates continued 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 the second half of 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 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.

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 Securities Exchange Act of 1934, as amended (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 ~~June~~September 30, 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.

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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 ~~June~~September 30, 2024. Material weaknesses (5) and (6) were identified by the Company’s Chief Financial Officer in connection with the re-audit of its financial statements as as of December 31, 2022 and December 31, 2021, were not remediated and therefore remained ineffective at ~~June~~September 30, 2024.

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 three 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 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 three 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 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.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal control 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 ~~June~~September 30, 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 our Company, nor is any such litigation threatened as of the date of this filing.

Item 1A. Risk Factors.

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 4, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~On September 27, 2024, the Company issued 7,903,723 shares of common stock valued at $474,223 to a consultant relating to business development consulting activities performed.

The issuance of these shares was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S under the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mining Safety Disclosures.

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

Item 5. Other Information.

~~Trading~~During ~~Arrangements~~the three months ended September 30, 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).

~~During the~~Page three months ended June 30, 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).10

CEO Executive Agreement

On August 13, 2024, the Company entered into a new executive employment agreement (the “CEO Employment Agreement”) with its chief executive officer, Sune Mathiesen, effective as of April 1, 2024. Under the terms of the CEO Employment Agreement, Mr. Mathiesen will continue to serve as the Company’s chief executive officer until December 31, 2025 (the “Expiration Date”), except upon the earlier termination of the CEO Employment Agreement as discussed below. Following the Expiration Date, the CEO Employment Agreement may be terminated by Mr. Mathiesen or the Company for any reason.

Pursuant to the CEO Employment Agreement, Mr. Mathiesen is entitled to an annual base salary of $300,000 and is eligible to participate in the Company’s retirement plan, subject to the eligibility terms and conditions of such plan. The CEO Employment Agreement also indicates that Mr. Mathiesen shall be eligible to receive (i) an annual cash bonus of up to 150% of his base salary pursuant to a separate bonus agreement and (ii) a stock-based bonus of up to 100% of his base salary pursuant to a separate stock grant agreement. Under the CEO Employment Agreement, Mr. Mathiesen also is: (i) entitled to a company car, and the Company pays for all expenses related to such company car; (ii) the reimbursement of reasonable moving costs to the Houston area; and (iii) for so long as Mr. Mathiesen remains employed by the Company, for up to the initial two consecutive years following the date Mr. Mathiesen relocates to the Houston area, reimbursement for reasonable housing costs in the Houston area, up to a total amount of $6,500 per month.

Pursuant to the CEO Employment Agreement, if Mr. Mathiesen’s employment is involuntarily terminated by the Company without Cause (as defined below) or by reason of his death or Disability (as defined below), then, subject to his timely execution and non-revocation of a release of claims, in addition to compensation that has been earned but not yet paid, he will be entitled to a severance amount equal to his then current base monthly salary from the date of his termination until the Expiration Date, or, if such termination occurs after the Expiration Date, his then current base monthly salary for a period of 12 months following his date of termination.

For purposes of the CEO Employment Agreement, “Cause” means: (i) any act by Mr. Mathiesen that is materially detrimental to the Company’s best interests or that constitutes common law fraud, a felony or any other criminal act involving moral turpitude; (ii) gross misconduct, material neglect or any act of disloyalty or dishonesty by Mr. Mathiesen related to or connected with Mr. Mathiesen’s employment by the Company or otherwise likely to cause material harm to the Company or its reputation; (iii) a material violation by Mr. Mathesen of the Company’s written policies, codes of conduct or direction of the Company’s board of directors; (iv) wrongful appropriation by Mr. Mathiesen of the Company’s funds or property or other material breach of Mr. Mathiesen’s fiduciary duties to the Company; or (v) the material breach of the CEO Employment Agreement by Mr. Mathiesen, or any other written agreement between the Company and Mr. Mathiesen.

For purposes of the CEO Employment Agreement, “Disability” means the inability of Mr. Mathiesen to perform on a full-time basis the duties and responsibilities of Mr. Mathiesen’s employment with the Company by reason of Mr. Mathiesen’s illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 120 days or more during any 180 day period. A period of inability is “uninterrupted” unless and until Mr. Mathiesen returns to full time work for a continuous period of at least 30 days.

The CEO Employment Agreement also required Mr. Mathiesen to enter into a confidentiality and restrictive covenant agreement, which contains a 12 month post-termination non-solicitation requirement and a perpetual confidentiality requirement, among other terms and conditions.

The foregoing description of the CEO Employment Agreement is qualified in its entirety by reference to the full text of the CEO Employment Agreement, which is filed as Exhibit 10.2 and incorporated herein by reference.

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Item 6. Exhibits

Index to and Description of Exhibits

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.
10.1		Employment Agreement, by and between the Company and ~~Stefan~~Sune ~~Muehlbauer~~Mathiesen, dated ~~May~~August 1713, 2024, incorporated herein by reference to Exhibit 10.12 to the Company’s ~~Current~~Quarterly Report on Form 810-KQ filed ~~May~~on 21August 14, 2024.
10.2		Employment Agreement, by and between the Company and Sune Mathiesen, dated August 13, 2024.
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 ~~June~~September 30, 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, ~~and~~ (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: August 14, 2024	By:	/s/ Sune Mathiesen
Date: November 13, 2024	By:	/s/ Sune Mathiesen
	Name:	Sune Mathiesen
	Title:	President & Chief Executive Officer
		(Principal Executive Officer)
Date: August 14, 2024	By:	/s/ Stefan Muehlbauer
Date: November 13, 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.