false FY 0001500305

 P2Y

 2024-04-03

 us-gaap: RelatedPartyMember

 us-gaap: RelatedPartyMember

 SPGX:CommonStockOneMember

 SPGX:CommonStockOneMember

 SPGX:CommonStockTwoMember

 SPGX:CommonStockTwoMember

 2023-07-14
 2023-07-14

 SPGX:SecuritiesAgreementMember

 2023-02-13

 SPGX:SecuritiesAgreementMember
 us-gaap: ConvertibleNotesPayableMember

 2023-02-13

 SPGX:SecuritiesAgreementMember

 SPGX:OfficeLeaseMember

 SPGX:SoftwareLeaseMember

 SPGX:EquipmentLeaseMember

 SPGX:ServiceEquipmentLeaseMember

 SPGX:SustainableProjectsGroupMember

 SPGX:SustainableProjectsGroupMember

 SPGX:YERBrandsMember

 SPGX:YERBrandsMember

 SPGX:SustainableProjectsGroupMember

 SPGX:SustainableProjectsGroupMember

 SPGX:YERBrandsMember

 SPGX:YERBrandsMember

 us-gaap: ComputerEquipmentMember

 us-gaap: EquipmentMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: ConstructionInProgressMember

 us-gaap: TrademarksMember

 srt: MinimumMember

 srt: MaximumMember

 SPGX:LoanAgreementMember

 2019-03-01

 SPGX:LoanAgreementMember

 2019-02-28
 2019-03-01

 SPGX:LoanAgreementMember

 SPGX:ConvertibleLoanAgreementMember

 2019-07-12

 SPGX:ConvertibleLoanAgreementMember

 2019-07-12

 SPGX:DebtSettlementArrangementMember

 2021-05-09
 2021-05-10

 SPGX:DebtSettlementArrangementMember

 2021-05-10

 SPGX:ConvertiblePromissoryNotePayableMember

 2021-07-23

 SPGX:ConvertiblePromissoryNotePayableMember

 2021-07-22
 2021-07-23

 SPGX:ConvertiblePromissoryNotePayableMember

 2022-06-22

 SPGX:DirectorAndOfficeMember

 SPGX:DirectorAndOfficeMember

 2023-03-28
 2023-03-29

 2023-03-29

 SPGX:DirectorAndOfficeMember

 2023-04-28
 2023-04-28

 SPGX:DirectorAndOfficeMember

 2023-04-28

 SPGX:ConvetibleLoanSettlementMember

 us-gaap: PrivatePlacementMember

 us-gaap: PrivatePlacementMember

 SPGX:AggregatePrivatePlacementMember

 SPGX:AggregatePrivatePlacementMember

 SPGX:AggregatePrivatePlacementMember

 2023-12-22
 2023-12-22

 SPGX:AggregatePrivatePlacementMember

 2023-12-22

 us-gaap: RelatedPartyMember

 SPGX:NewEmploymentAgreementMember

 SPGX:StefanMuehlbauerAndTiffanyMuehlbauerMember

 SPGX:NewEmploymentAgreementMember

 SPGX:NewEmploymentAgreementMember

 SPGX:DirectorAndChiefExecutiveOfficerMember

 SPGX:NotesPayableOneMember

 SPGX:NotesPayableTwoMember

 SPGX:DirectorAndChiefExecutiveOfficerMember

 SPGX:PawJuulChiefTechnologyOfficerMember

 SPGX:PawJuulChiefTechnologyOfficerMember

 SPGX:PawJuulChiefTechnologyOfficerMember
 SPGX:NewEmploymentAgreementMember

 SPGX:PawJuulChiefTechnologyOfficerMember

 2023-05-09
 2023-05-10

 srt: DirectorMember

 srt: DirectorMember

 srt: DirectorMember

 srt: DirectorMember

 utr:sqft

 United
states

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 Annual
 report pursuant to section 13 Or 15( d)
 of the securities exchange act of 1934

 For
the fiscal year ended December 31, 2023

 transition
 report pursuant to section 13 Or 15( d)
 of the securities exchange act of 1934

 For
the transition period from ___________ to __________________

 Commission
file number 000-54875

 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

 DK - 9000

 (Address of principal executive
 offices)

 (Zip Code)

 Registrant's
telephone number, including area code: 305 - 814-2915

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act:

 Common
 stock - $0.0001 par value

 (Title of Class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

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.

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).

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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

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

 As
of June 30, 2023, the last day of the registrant's second fiscal quarter, the aggregate market value of the registrant's
common stock, $0.0001 par value, held by non-affiliates, computed by reference to the price at which the common stock was last sold prior
to June 30, 2023 was approximately $ 213,264. For purposes of the above statement only, all directors, executive officers and 10% shareholders
are assumed to be affiliates.

the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date.

 Class

 Outstanding
 at April 3, 2024

 Common stock - $0.0001 par
 value

 296,037,813

 Documents
incorporated by reference

 None

 Forward
Looking Statements

 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.

 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" and
elsewhere in this Annual Report on Form 10-K and in Part II, Item 1A. "Risk Factors" in any Quarterly Reports on Form 10-Q filed subsequently hereto. 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 Annual Report on Form 10-K 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. See Part I, Item 1A. "Risk Factors" for a more detailed
discussion of uncertainties and risks that may have an impact on our future results.

 part
I

 Item
1. Business.

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

 We
plan to start construction of our first two lithium carbonate manufacturing facilities in North Dakota and Ohio in the first half
2024, which we anticipate will be capable of manufacturing up to a total of 2,000 metric tons of lithium carbonate equivalent
("LCE"), and we plan to begin manufacturing battery-grade lithium compounds at such facilities in the second half of
2025. 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, SPGX entered into a Securities Exchange Agreement (the "Agreement") with Lithium Harvest ApS, a Denmark
private limited liability company ("Lithium Harvest"), and all of the shareholders of Lithium Harvest (the "Shareholders").
Pursuant to the terms of the Agreement, the Company acquired all of the outstanding shares of capital stock of Lithium Harvest in exchange
for issuing to the Shareholders 206,667,233 shares of SPGX's common stock (the "Exchange Transaction"). The Exchange
Transaction closed on February 14, 2023.

 Prior
to the Exchange Transaction, SPGX was a business development company engaged in project development and holdings through value-based
investments and collaborative partnerships, including a joint venture relationship with Hero Wellness Systems Inc. ("Hero Wellness")
and a purchase agreement with the inventors of the Soy-yer Dough product line. During September 2022, SPGX decided to exit the joint
venture with Hero Wellness, and following the Exchange Transaction, SPGX has not made final plans on the Soy-yer Dough
project. We impaired our intangible assets associated with this project as of December 31, 2021, as disclosed in our Annual Report on Form 10-K/A
filed December 12, 2023.

 Overview

 Our
Technology and Products

 Direct
Lithium Extraction Technology. Our Direct Lithium Extraction ("DLE") technology enables us to extract and
manufacture lithium compounds from oilfield wastewater in a few hours. Competing technologies typically extract and manufacture lithium
compounds from brine or hard rock through processes that take up to two to three years. Our DLE technology also allows us to adjust production
according to customer needs, which we believe puts us in a favorable position to meet growing demand.

Carbonate and Lithium Hydroxide. We plan to produce battery-grade lithium carbonate and lithium hydroxide for use in high
performance lithium-ion batteries for EVs and broader battery markets. We plan to produce both standardized and customer specific compounds.

 Our
Growth Strategy

 To
fully capitalize on the growing demand for lithium compounds, our growth strategy will involve continued investment in manufacturing
facilities, research and development, and our people. Essential features of our growth strategy include:

 Build
 and expand manufacturing capacities. We plan to start construction of our first two lithium carbonate manufacturing
 facilities in North Dakota and Ohio in the first half of 2024, which we anticipate will be capable of manufacturing up to a total of 2,000 metric tons of LCE, 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 LCE by the end of 2026.

 Enter new geographic
 areas and expand North American operations. We believe that U.S. and international governments will increasingly support
 the local and sustainable production of critical minerals, including lithium compounds, for the green energy transition. Our first
 lithium carbonate manufacturing facilities are planned to be established in North Dakota and Ohio, and we intend to continue to expand our operations
 in North America in the near term, and eventually expand to Europe.

 Continued investment
 in research and development and the expansion of our product portfolio. We believe that the continued evolution of battery
 technologies will require new forms of lithium to be produced. To ensure that we are well-positioned to develop new products to keep
 pace with the evolving battery technology industry, we plan to continue to focus and invest in research and development. Further,
 we plan to utilize our proprietary technology to expand our product portfolio to also include nickel, magnesium and vanadium.

 Focus on sustainability.
 We believe that lithium will continue to be an important component of the green energy transition. Likewise, we believe that there
 will be a continued and increased focus on responsible lithium production and the Environmental, Social and Governance issues and
 concerns related to the production of lithium. Operating in a socially conscious, ethical, safe and sustainable manner is reflected
 in our core values. Further, we believe that our DLE technology has the lowest environmental footprint of any lithium extraction
 technology in the industry. We believe that our sustainable extraction technology and our local manufacturing will differentiate
 us from our competitors and help us build important strategic relationships with customers and other stakeholders.

 Invest in our people.
 Our business depends on highly specialized research scientists, engineers, a technical sales force and experienced management.
 We are committed to investing in our people through training and development. We aim to attract and retain talent by cultivating
 an inclusive and positive working environment that creates and supports diversity and provides equal opportunity and fairness in
 our management systems.

 Competitive
Strengths

 We
believe the following strengths underpin our ability to grow our business and profitability:

 Direct Lithium Extraction.
 Our DLE technology enables us to extract and manufacture lithium compounds from oilfield wastewater in a few hours. Competing technologies
 typically extract and manufacture lithium compounds from brine and hard rock through a process that takes up to two to three years.
 Our DLE technology also allows us to adjust production according to customer needs, which we believe puts us in a favorable position
 to meet growing demand.

 Stable and readily
 available lithium feedstock. We use our DLE technology to produce high performance lithium compounds from oilfield wastewater
 (also referred to as "produced water"). The global oil and gas industry produces more than 250 million barrels of produced
 water per day, which will provide a stable supply of lithium feedstock. Further, our DLE technology does not require us to acquire
 land and obtain drilling permits, which we believe will allow us to establish new lithium operations and ramp production quicker
 than our competitors.

 Low capital expenditure.
 Because our DLE technology does not require us to acquire land and obtain drilling permits, we believe that we can establish lithium
 operations at a lower cost than our competitors.

 Low operating expenses.
 We believe that our operating expenses will be competitive with any other technology used in the industry. Our manufacturing facilities
 will use a high degree of automation, which we expect to lower our operating expenses. Our lithium compounds are produced from a
 waste product and will be extracted, refined and packaged in the same facility, which we believe will lower our costs for transportation.

 Local manufacturing.
 We plan to produce our products as close to our customers as possible. We believe that governments will be increasingly focused on
 the local supply of critical minerals, and recent regulatory developments in our geographical focus areas strongly incentivize battery
 and vehicle manufacturers to source locally produced lithium products.

 production. We plan to produce our lithium compounds from oilfield wastewater, and we intend to clean and reuse about 90% of
 all water used in our production. We believe that we will have the lowest environmental footprint in the
 industry, and we believe that customers and end-users will be increasingly focused on sustainable manufacturing of battery
 materials. We believe that our low environmental footprint will position us favorably against competitors using more traditional
 lithium extraction technologies.

 Our
Market

 The
market for battery grade lithium compounds is global, and we plan to sell our products worldwide. Based on estimates by Benchmark
Minerals, lithium demand is forecasted to rise from 350,000 tons in 2020 to more than 3 million tons in 2030 and over 7 million tons
in 2040, with a positive long-term price trend estimate of $15,000 per ton for battery-grade Lithium Carbonate and Lithium Hydroxide
from 2025 to 2040. We believe that the continued electrification of transportation and transition to renewable energy sources will
support continued significant growth in demand for lithium compounds over the next decade.

 Raw
Materials

 We
plan to produce our lithium products from oilfield wastewater. The annual global production of produced water is more than 250
million barrels per day. The U.S. production of produced water is more than 50 million barrels per day. Not all produced water is
suitable for lithium production, but we estimate that the current U.S. production of produced water is sufficient to produce more
than 500,000 metric tons of LCE annually.

 We
plan to enter into long-term supply agreements with a leading midstream oil and gas company for the supply of lithium rich produced
water for processing at our first two planned manufacturing facilities in North Dakota and Ohio. Further, we plan to enter into long-term lease agreements
for the land on which these two facilities are planned to be constructed.

 Water

 All
fresh water used in our production will be reused water from the production of oil and natural gas. We do not require any additional
fresh water supplies.

 Energy

 Our
production relies on a steady source of energy. We expect to use solar energy to the extent possible, but we will require an external
supply of energy for our equipment.

 Other
raw materials

 We
use a range of raw materials and chemical intermediates in our production processes. We generally expect to satisfy our requirements
through spot purchases but likely will rely on medium-to-long-term agreements for the supply of certain raw materials.

 Generally,
we are not expecting supply chain constraints, but temporary shortages of certain raw materials may occur and cause temporary price increases.
During periods of high demand, our raw materials are subject to significant price fluctuations that may have an adverse impact on our
results of operations. In addition, there could be inflationary pressure on the costs of raw materials.

 Competition

 Our
products will compete with other lithium compounds available in the market. Many of our competitors are large companies with long-term
experience in the industry. The market for battery grade lithium compounds faces barriers to entry, including access to a stable and
sufficient supply of lithium feedstock, the ability to produce a sufficient quality and quantity of lithium, technical know-how, and
sufficient lead time to develop new lithium mining projects. We believe that our DLE technology enables us to produce high quality products
quickly, at an attractive cost, and with a minimal environmental footprint, which we believe will differentiate us from our competitors.
We intend to continue to invest in research and development to further improve our products, develop new products, and build market share.

 Intellectual
Property

 Our
success depends in part upon our ability to protect and use our DLE technology and the intellectual property rights related to our DLE
technology. On December 15, 2022, we received an "Intention to Grant" notification from the Danish Patent and Trademark Office.
The Danish patent was granted during the first quarter of 2023 and will expire in 2032. Further, we have a pending application for a
U.S./International patent.

 Customers

 We
intend to sell our products to customers in the EV and broader battery markets, and plan to initially sell lithium locally to customers
in the regions close to our manufacturing facilities.

 Sales
and Marketing

 We
intend to initially sell our products directly to customers in the U.S. and anticipate that we will subsequently sell our products to
customers throughout North America, Asia and Europe.

 Manufacturing

 We
intend to manufacture the lithium compounds we extract at our own facilities. We intend to construct our first two lithium carbonate manufacturing
facilities in the first half of 2024, which we anticipate will be capable of manufacturing up to 500 and 1,000 metric tons of LCE.

 Research
and Development

 We
conduct research and development to optimize our DLE technology and our lithium products and to develop new product candidates and technologies.

 Seasonality

 Our
operations are generally not impacted by seasonality. However, production is expected to be marginally lower during the summer due to
the U.S. vacation season.

 Government
Controls and Regulations

 We
are subject to and will incur capital and operating costs to comply with U.S. federal, state and local environmental, health and safety
laws and regulations, including those governing employee health and safety, the composition of our products, the discharge of pollutants
into the air and water, and the management and disposal of hazardous substances and wastes.

 In
June 2016, modifications to the Toxic Substances Control Act in the United States were signed into law, requiring chemicals to be assessed
against a risk-based safety standard and for the elimination of unreasonable risks identified during risk evaluation. Other initiatives
in Asia and potentially in other regions will require toxicological testing and risk assessments of a wide variety of chemicals, including
chemicals used or produced by us. These assessments may result in heightened concerns about the chemicals involved and additional requirements
being placed on the production, handling, labeling or use of the subject chemicals. Such concerns and additional requirements could also
increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead
to a decrease in demand for these products.

 To
the extent we manufacture or import products into the European Union ("EU") or downstream users of our products are located
in the EU, we may be subject to the European Community Regulation on the Registration, Evaluation, Authorization and Restriction of
Chemicals ("REACH"). REACH imposes obligations on EU manufacturers and importers of chemicals and other products into the
EU to compile and file comprehensive reports, including testing data, on each chemical substance, and perform chemical safety assessments.
Currently, certain lithium products are undergoing a risk assessment review under REACH, which may eventually result in restrictions
in the handling or use of lithium carbonate and other lithium products that we produce, which may increase our production costs. In addition,
REACH regulations impose significant additional responsibilities and costs on chemical producers, importers, downstream users of chemical
substances and preparations, and the entire supply chain. REACH, if applicable to the sale or manufacture of our products, may lead to
increases in the costs of raw materials we may purchase and the products we may sell in the EU, which could increase the costs of our
products and result in a decrease in their overall demand.

 We
use and generate hazardous substances and wastes in our operations and may become subject to claims and substantial liability for personal
injury, property damage, wrongful death, loss of production, pollution and other environmental damages relating to the release of such
substances into the environment. Depending on the frequency and severity of such incidents, it is possible that the Company's revenues,
operating costs, insurability and relationships with customers, employees and regulators could be impaired.

 Human
Capital Management

 We
had 14 full-time employees as of March 1, 2024. None of our employees are represented by a labor organization or are a party to a
collective bargaining arrangement. We have not experienced any work stoppages, and we consider our relations with our employees to be
good.

 Available
Information

 We
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other
reports required by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC are available to the public free of charge on the SEC's website at www.sec.gov.

 Item
1A. Risk Factors.

 Risks
Related to Our Business

 Demand
and market prices for lithium will greatly affect the value of our investment in our lithium projects and our ability to develop them
successfully.

 The
prices of commodities vary on a daily basis. Price volatility could have dramatic effects on the results of operations and our ability
to execute our business plan. The year 2023 saw a significant decrease in lithium prices from recent highs of around $80,000 per ton to levels
of around $13,500 per ton as of the date of this report. There are no guarantees that the price of lithium materials will rebound from
current price levels. The price of lithium materials may also be reduced by the discovery of new lithium deposits and production
methods, which could not only increase the overall supply of lithium (causing downward pressure on its price), but could draw new firms
into the lithium industry that could compete with us. Even if commercial quantities of lithium are produced by us, there is no guarantee
that a profitable market will exist for the sale of the lithium. The development of our projects will be significantly affected by changes
in the market price of lithium-based end products, such as lithium carbonate and lithium hydroxide. Factors beyond our control may affect
the marketability of any lithium produced. The prices of various metals have experienced significant movement over short periods of time
and are affected by numerous factors beyond our control, including international economic and political trends, expectations of inflation,
currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production
due to improved mining and production methods. The supply of and demand for lithium is affected by various factors, including, among
others, political events, economic conditions and production costs in major producing regions. Furthermore, the price of lithium products
is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the products
produced from our projects do not meet battery-grade quality and/or do not meet customer specifications, pricing will be reduced from
that expected for battery-grade product. In turn, the availability of customers may also decrease. We may not be able to effectively
mitigate against pricing risks for our products. Depressed pricing for our products will affect the level of revenues expected to be
generated by us, which in turn could affect our value, share price and the potential value of our properties. There can be no assurance
that the price of lithium will be such that it can be produced at a profit.

 Competition
within our industry may adversely affect our businesses and results of operations.

 We
face strong competition from companies in connection with the production of lithium. Many of these companies have greater financial resources,
operational experience and technical capabilities than us, and as a result, our competitors may be able to produce and sell lithium at
a lower cost than us. Consequently, our prospects, revenues, operations and financial condition could be materially adversely affected.

 The
development of non-lithium battery technologies could adversely affect us.

 The
development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our
prospects and future revenues. While current and next generation high energy density batteries for use in EVs rely on lithium compounds
as a critical input, alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient,
faster charging and less expensive, and some of these technologies could be less reliant on lithium compounds. We cannot predict which
new technologies may ultimately prove to be commercially viable and on what time horizon, but commercialized battery technologies that
use no, or significantly less, lithium could materially and adversely impact our prospects and future revenues.

 There
is risk to the growth of lithium markets.

 Our
lithium business is significantly dependent on the continued growth in demand for lithium batteries for EVs and energy storage. To the
extent that such development, adoption and growth do not occur in the volume and/or manner that we contemplate, including for reasons
described under the heading "The development of non-lithium battery technologies could adversely affect us" above, the long-term
growth in the markets for lithium products may be adversely affected, which would have a material adverse effect on our business, financial
condition and operating results.

 Our
business is subject to hazards common to chemical and natural resource extraction businesses, any of which could injure our employees
or other persons, damage our facilities or other properties, interrupt our production and adversely affect our reputation and results
of operations.

 Our
business is subject to hazards common to chemical manufacturing, storage, handling and transportation, as well as natural resource extraction,
including explosions, fires, severe weather, natural disasters, mechanical failure, unscheduled downtime, transportation interruptions,
remediation, chemical spills, discharges or releases of toxic or hazardous substances or gases and other risks. These hazards can cause
personal injury and loss of life to our employees and other persons, severe damage to, or destruction of, property and equipment and
environmental contamination. In addition, the occurrence of disruptions, shutdowns or other material operating problems at our facilities
due to any of these hazards may diminish our ability to meet our output goals. Accordingly, these hazards and their consequences could
adversely affect our reputation and have a material adverse effect on our operations as a whole, including our results of operations
and cash flows, both during and after the period of operational difficulties.

 Our
business is subject to a number of operational risks.

 We
are subject to a number of operational risks and may not be adequately insured for certain risks, including, among others, environmental
contamination, liabilities arising from historic operations, accidents or spills, industrial and transportation accidents, which may
involve hazardous materials, labor disputes, catastrophic accidents, fires, blockades or other acts of social activism, changes in the
regulatory environment, the impact of non-compliance with laws and regulations, natural phenomena such as inclement weather conditions,
floods, earthquakes, ground movements, cave-ins, and encountering unusual or unexpected geological conditions and technological failure
of exploration methods.

 There
is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, our property, personal injury or
death, environmental damage, increased costs, monetary losses and potential legal liability and adverse governmental action. These factors
could all have an adverse impact on our future cash flows, earnings, results of operations and financial condition.

 The
resource extraction business is cyclical in nature.

 The
resource extraction business and the marketability of the products it produces are affected by worldwide economic cycles. At the present
time, the significant demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to
assess how long such demand may continue. Fluctuations in supply and demand of resources in various regions throughout the world are
common.

 As
our business is in the development stage and as we do not carry on commercial-scale production activities, our ability to fund ongoing
development is affected by the availability of financing which is, in turn, affected by the strength of the economy and other general
economic factors.

 Electronic
vehicle regulations and economic incentives may impact our business.

 Demand
for lithium-based end products, such as lithium-ion batteries for use in EVs, may be impacted by changes to government regulation and
economic incentives. Government and economic incentives that support the development and adoption of EVs in the U.S. and abroad, including
certain tax exemptions, tax credits and rebates, may be reduced, eliminated or exhausted from time to time. For example, previously available
incentives favoring EVs in areas including Canada, Germany, Hong Kong, and California have expired or were cancelled or made temporarily
unavailable, and in some cases were not replaced or reinstituted. Any similar developments could have a negative impact on overall prospects
for growth of the lithium market and pricing, which in turn could have a negative effect on us and our projects.

 Our
business depends on adequate infrastructure.

 Resource
extraction activities depend on adequate infrastructure. Reliable roads, bridges, and power sources are important determinants which
affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, or community, government or other interference
in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

 Fluctuating
construction costs can impact our business.

 As
a result of the substantial expenditures involved in resource extraction development projects, developments are prone to material cost
overruns versus budget. The capital expenditures and time required to develop new projects are considerable and changes in cost or construction
schedules can significantly increase both the time and capital required to build the project.

 Construction
costs and timelines can be impacted by a wide variety of factors, many of which are beyond our control. These include, but are not limited
to, weather conditions, ground conditions, availability of material required for construction, availability and performance of contractors
and suppliers, inflation, delivery and installation of equipment, design changes, accuracy of estimates and availability of accommodations
for the workforce.

 Project
development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project. The timeline
to obtain these government approvals is often beyond our control.

 Our
business could be adversely affected by environmental, health and safety laws and regulations.

 The
nature of our business exposes us to risks of liability under environmental laws and regulations due to the production, storage, use,
transportation and sale of materials that can cause contamination or personal injury if released into the environment. In the jurisdictions
in which we operate, or plan to operate, we are or will be subject to numerous U.S. and non-U.S. national, federal, state and local environmental,
health and safety laws and regulations, including those governing the discharge of pollutants into the air and water, the management
and disposal of hazardous substances and wastes and the cleanup of contaminated properties. Liabilities associated with the investigation
and cleanup of hazardous substances, as well as personal injury, property damages or natural resource damages arising from the release
of, or exposure to, such hazardous substances may be imposed in many situations without regard to violations of laws or regulations or
other fault, and may also be imposed jointly and severally (so that a responsible party may be held liable for more than its share of
the losses involved, or even the entire loss). Such liabilities may also be imposed on many different entities, including, for example,
current and prior property owners or operators, as well as entities that arranged for the disposal of the hazardous substances. Such
liabilities may be material and can be difficult to identify or quantify.

 Further,
some of the raw materials we handle are subject to government regulation. These regulations affect the manufacturing processes, handling,
uses and applications of our products. In addition, our production facilities require numerous operating permits. Due to the nature of
these requirements and changes in our operations, our operations may exceed limits under permits or we may not have the proper permits
to conduct our operations. Ongoing compliance with such laws, regulations and permits is an important consideration for us, and we expect
to incur substantial capital and operating costs in our compliance efforts. Compliance with environmental laws generally increases the
costs of manufacturing, registration/approval requirements, transportation and storage of raw materials and finished products, and storage
and disposal of wastes, and could have a material adverse effect on our results of operations. We may incur substantial costs, including
fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for violations arising
under these laws or permit requirements. Furthermore, environmental laws are subject to change and have become increasingly stringent
in recent years. We expect this trend to continue and to require materially increased capital expenditures and operating and compliance
costs.

 We
are subject to extensive foreign government regulation that can negatively impact our business.

 We
are subject to government regulation in non-U.S. jurisdictions in which we conduct our business, including Denmark, among others. These
jurisdictions may have different tax codes, environmental regulations, labor codes and legal frameworks, which add complexity to our
compliance with these regulations. The requirements for compliance with these laws and regulations may be unclear or indeterminate and
may involve significant costs, including additional capital expenditures or increased operating expenses, or require changes in business
practice, in each case that could result in reduced profitability for our business. Our having to comply with these foreign laws or regulations
may provide a competitive advantage to competitors who are not subject to comparable restrictions or prevent us from taking advantage
of growth opportunities. Determination of noncompliance can result in penalties or sanctions that could also adversely impact our operating
results and financial condition.

 Our
inability to protect our intellectual property rights, or being accused of infringing on intellectual property rights of third parties,
 could have a material adverse effect on our business, financial condition and results of operations.

 We
rely on the ability to protect our intellectual property rights and depend on patent, trademark and trade secret legislation to
protect our proprietary know-how. There can be no assurance that we have adequately protected or will be able to adequately protect
our valuable intellectual property rights, or will at all times have access to all intellectual property rights that are required to
conduct our business or pursue our strategies, or that we will be able to adequately protect ourselves against any intellectual
property infringement claims. There is also a risk that our competitors could independently develop similar technology, processes or
know-how; that our trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will
not be broad enough to protect our intellectual property rights; or that foreign intellectual property laws will adequately protect
such rights. The inability to protect our intellectual property could have a material adverse effect on our business, results of
operations and financial condition.

 We
could face patent infringement claims from our competitors or others alleging that our processes or products infringe on their proprietary
technologies. If we are found to be infringing on the proprietary technology of others, we may be liable for damages and we may be required
to change our processes, redesign our products partially or completely, pay to use the technology of others, stop using certain technologies
or stop producing the infringing product entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could
prompt customers to switch to products that are not the subject of infringement suits. We may not prevail in intellectual property litigation
and such litigation may result in significant legal costs or otherwise impede our ability to produce and distribute key products.

 In
addition to patents, we also rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other
trade secrets to develop and maintain our competitive position. While we generally enter into confidentiality agreements with our employees
and third parties to protect our intellectual property, we cannot assure you that our confidentiality agreements will not be breached,
that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise or that adequate remedies
will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise. In addition, our
trade secrets and know-how may be improperly obtained by other means, such as a breach of our information technologies security systems
or direct theft.

 If
we are unable to retain key personnel or attract new skilled personnel, it could have an adverse effect on our business.

 Our
success depends on our ability to attract and retain key personnel, including our management team. In light of the specialized and technical
nature of our business, our performance is dependent on the continued service of, and on our ability to attract and retain, qualified
management, scientific, technical, marketing and support personnel. Competition for such personnel is intense, and we may be unable to
continue to attract or retain such personnel. In addition, because of our reliance on our senior management team, the unanticipated departure
of any key member of our management team could have an adverse effect on our business. Our future success depends, in part, on our ability
to identify and develop or recruit talent to succeed our senior management and other key positions throughout the organization. If we
fail to identify and develop or recruit successors, we are at risk of being harmed by the departures of these key employees. Effective
succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions
involving key employees could hinder our strategic planning and execution.

 Risks
Related to Our Financial Condition

 We
will need to raise additional capital to fund ongoing operations, and such capital raising may be costly or difficult to obtain and could
dilute our stockholders' ownership interests.

 In
order for us to fund ongoing operations, we will need to raise additional capital, which additional capital may not be available on reasonable
terms or at all. Moreover, we will need to raise additional funds to accomplish the following:

 construction of our first
 two lithium carbonate manufacturing facilities;

 pursuing growth opportunities,
 including sale of lithium carbonate;

 making capital improvements
 to improve our infrastructure;

 hiring and retaining qualified
 management and key employees;

 responding to competitive
 pressures;

 complying with regulatory
 requirements such as licensing and registration; and

 maintaining compliance
 with applicable laws, regulations and auditing and filing requirements.

 Any
additional capital raised through the sale of equity or equity-backed securities may dilute our stockholders' ownership percentages
and also could result in a decrease in the market value of our equity securities.

 The
terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences,
superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders
of any of our securities then outstanding.

 In
addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting
fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash
expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial
condition.

has concluded that there is substantial doubt about our ability to continue as a going concern, and the report of our independent registered
public accounting firm contains an explanatory paragraph as to our ability to continue as a going concern, which could prevent us from
obtaining new financing on reasonable terms or at all.

 Because
we have limited operations and have sustained operating losses resulting in a deficit, substantial doubt exists regarding our ability
to remain as a going concern. Accordingly, the report of Centurion ZD CPA & Co., our new independent registered public accounting
firm, with respect to our financial statements as of and for the year ended December 31, 2023, includes an explanatory paragraph as to
our potential inability to continue as a going concern. The doubts regarding our potential ability to continue as a going concern may
adversely affect our ability to obtain new financing on reasonable terms or at all.

 We
are exposed to fluctuations in currency exchange rates, which may adversely affect our operating results.

 We
conduct our business and incur costs in the local currency of most of the countries in which we operate. Changes in exchange rates between
foreign currencies and the U.S. Dollar will affect the recorded levels of our assets, liabilities, net sales, cost of goods sold and
operating margins and could result in exchange losses. The primary currencies to which we have exposure are the Danish Krone and Euro.
Exchange rates between these currencies and the U.S. Dollar in recent years have fluctuated significantly and may do so in the future.
In addition to currency translation risks, we incur currency transaction risks whenever one of our operating subsidiaries enters into
either a purchase or a sales transaction using a different currency from its functional currency. Our operating results may be affected
by any volatility in currency exchange rates and our ability to manage effectively our currency transaction and translation risks.

 Changes
in, or the interpretation of, tax legislation or rates throughout the world could materially impact our results.

 Our
effective tax rate and related tax balance sheet attributes could be impacted by changes in tax legislation throughout the world.

 Our
future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, expirations
of tax holidays or rulings, changes in the assessment regarding the realization of the valuation of deferred tax assets, or changes in
tax laws and regulations or their interpretation. Recent developments, including the European Commission's investigations on illegal
state aid, as well as the Organization for Economic Co-operation and Development project on Base Erosion and Profit Shifting, may result
in changes to long-standing tax principles, which could adversely affect our effective tax rates or result in higher cash tax liabilities.

 We
are and will be subject to the regular examination of our income tax returns by various tax authorities. Examinations in material jurisdictions
or changes in laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under
statute or to foreign operating structures currently in place. We regularly assess the likelihood of adverse outcomes resulting from
these examinations or changes in laws, rules, regulations or interpretations to determine the adequacy of our provision for taxes. It
is possible the outcomes from these examinations will have a material adverse effect on our financial condition and operating results.

 Our
required capital expenditures can be complex, may experience delays or other difficulties, and the costs may exceed our estimates.

 Our
capital expenditures generally consist of and will consist of expenditures to maintain and improve existing equipment, facilities and
properties, and substantial investments in new or expanded equipment, facilities and properties. Execution of these capital expenditures
can be complex, and commencement of production will require start-up, commission and certification of product quality by our customers,
which may impact the expected output and timing of sales of product from such facilities. Construction of large chemical operations is
subject to numerous risks and uncertainties, including, among others, the ability to complete a project on a timely basis and in accordance
with the estimated budget for such project and our ability to estimate future demand for our products. In addition, our returns on these
capital expenditures may not meet our expectations.

 Future
capital expenditures may be significantly higher, depending on the investment requirements of any of our business lines, and may also
vary substantially if we are required to undertake actions to compete with new technologies in our industry. We may not have the capital
necessary to undertake these capital investments. If we are unable to do so, we may not be able to effectively compete in some of our
markets.

 Our
business and financial results may be adversely affected by various legal and regulatory proceedings.

 We
may be involved in legal and regulatory proceedings, which may be material in the future. The outcome of proceedings, lawsuits and claims
may differ from our expectations, leading us to change estimates of liabilities and related insurance receivables.

 Legal
and regulatory proceedings, whether with or without merit, and associated internal investigations, may be time-consuming and expensive
to prosecute, defend or conduct, may divert management's attention and other resources, inhibit our ability to sell our products,
result in adverse judgments for damages, injunctive relief, penalties and fines, and otherwise negatively affect our business.

 Due
to material weaknesses in our internal control over financial reporting related to impairment of intangible assets associated with YER
Brands Inc. and treatment of the reverse acquisition of Lithium Harvest on February 14, 2023 within the reporting of subsequent events,
we had to restate our previously issued consolidated financial statements for several prior periods, which has resulted in unanticipated
costs and may adversely affect investor confidence, our stock price, our ability to raise capital in the future and our reputation, and
may result in stockholder litigation and regulatory actions.

 We
have incurred unanticipated costs for accounting and legal fees in connection with the restatements, and the restatements may have the
effect of eroding investor confidence in our Company and our financial reporting and accounting practices and processes and may raise
reputational issues for our business. The restatements may negatively impact the trading price of our securities and make it more difficult
for us to raise capital on acceptable terms, or at all. In addition, the restatements and related material weaknesses in our internal
control over financial reporting may also result in stockholder litigation against us, or adverse regulatory consequences, including
investigations, penalties or suspensions by the SEC. Any such regulatory consequences, litigation, claim or dispute, whether successful
or not, could subject us to additional costs, divert the attention of our management, or impair our reputation. Each of these consequences
could have a material adverse effect on our business, results of operations and financial condition.

 Risks
Related to Our Securities

 The
price of our common stock may fluctuate significantly, and this may make it difficult for you to resell the shares of common stock when
you want or at prices you find attractive.

 The
price of our common stock as traded on the OTC Pink marketplace changes frequently. We expect that the market price of our common stock
will continue to fluctuate. Our stock price may fluctuate as a result of a variety of factors, many of which are beyond our control.
These factors include, among others:

 actual or anticipated announcements
 of technological innovations;

 actual or anticipated changes
 in laws and governmental regulations;

 disputes relating to patents
 or proprietary rights;

 changes in business practices;

 developments relating to
 our efforts to obtain additional financing to fund or expand our operations;

 announcements by us regarding
 potential acquisitions and strategic alliances;

 changes in industry trends
 or conditions;

 our issuance of additional
 debt or equity securities; and

 sales of a significant
 number of our shares of common stock or other securities in the market.

 In
addition, in recent years, the stock market in general has experienced extreme price and volume fluctuations. This volatility has had
a significant effect on the market price of securities issued by many small-cap companies for reasons often unrelated to their operating
performance. These broad market fluctuations may adversely affect our stock price, regardless of our operating results.

 We
are subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior
to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock,
which would likely make it difficult for our stockholders to sell their shares.

 Rule
3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security
that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited
number of exceptions which are not available to us. This classification would severely and adversely affect any market liquidity for
our common stock.

 For
any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's
account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting
forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in
penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make
a reasonable determination that the transactions in penny stocks are suitable for that person and that such person has sufficient knowledge
and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to
the penny stock market, which, in highlight form, sets forth:

 the basis on which the broker or dealer made the suitability
 determination, and

 the fact that the broker or dealer received a signed,
 written agreement from the investor prior to the transaction.

 Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in penny stocks.

 Because
of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter
difficulties in their attempt to sell shares of our common stock, which may affect the ability of stockholders to sell their shares in
any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice
and disclosure requirements could impede the sale of our common stock. In addition, the liquidity for our common stock may decrease,
with a corresponding decrease in the price of our common stock. Our common stock, in all probability, will be subject to such penny stock
rules for the foreseeable future and our stockholders will, in all likelihood, find it difficult to sell their common stock.

 If
we are unable to develop and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley
Act, it could have a material adverse effect on our business.

 We
are required to provide a quarterly management certification and an annual management assessment of the effectiveness of our internal
control over financial reporting. As of December 31, 2023, we disclosed the following material weaknesses that have not yet been remediated:
(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 generally accepted accounting principles in the
United States ("US GAAP") and SEC disclosure requirements; (4) we have ineffective controls over period end financial disclosure
and reporting processes; (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.

 In
addition, due to the material weaknesses in internal control over financial reporting, we have also determined that our disclosure controls
and procedures are ineffective.

 We
cannot assure that the measures we have taken to date, and may take in the future, will be sufficient to remediate the control deficiencies
that led to our material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future
material weaknesses to be identified in the future. The effectiveness of our internal control over financial reporting is subject to
various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future
events, the possibility of human error and the risk of fraud. Any failure to design, implement and maintain effective internal control
over financial reporting and effective disclosure controls and procedures, or any difficulties encountered in their implementation or
improvement, may result in additional material misstatements of our financial statements or cause us to fail to meet our periodic reporting
obligations, which may adversely affect our business, financial condition and results of operations and subject us to adverse regulatory
consequences, including sanctions by the SEC or violations of applicable market or exchange listing rules.

 There
could also be a negative reaction in the financial markets due to a loss of investor confidence in our Company and the reliability of
our financial statements, particularly in light of the restatement of the accompanying consolidated financial statements. Confidence
in the reliability of our financial statements could also suffer if we are unable to remediate our existing material weaknesses or report
additional material weaknesses in our internal control over financial reporting. This could materially adversely affect us and lead to
a decline in the price of our common stock.

 Future
sales of our common stock in the public market or the issuance of our common stock or securities convertible into common stock could
depress the price of our common stock.

 Our
Articles of Incorporation authorize our Board to issue shares of our common stock in excess of our current outstanding common stock.
Any additional issuances of any of our authorized but unissued shares will not require the approval of stockholders and may have the
effect of further diluting the equity interest of stockholders.

 We
may issue our common stock in the future for a number of reasons, including to attract and retain key personnel, to lenders, investment
banks or investors in order to achieve more favorable terms from these parties and align their interests with our stockholders, to management
and/or employees to reward performance, to finance our operations and growth strategy, to adjust our ratio of debt to equity, to satisfy
outstanding obligations or for other reasons. If we issue securities, our existing stockholders may experience dilution. Future sales
of our common stock, the perception that such sales could occur or the availability for future sale of shares of our common stock or
securities convertible into or exercisable for our common stock could adversely affect the market prices of our common stock prevailing
from time to time. The sale of shares issued upon the exercise of any derivative securities could also further dilute the holdings of
our then existing stockholders.

 Our
common stock is not currently traded at high volumes, and you may be unable to sell at or near ask prices if you need to sell or liquidate
a substantial number of shares at one time.

 Our
common stock is currently traded, but with very low, if any, volume, based on quotations on the OTC Pink marketplace, meaning that the
number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent.
This situation is attributable to a number of factors, including the fact that we are a small company which is still relatively unknown
to investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention
of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend
the purchase of our shares until such time as we became more seasoned and viable. In addition, many institutional investors, which account
for significant trading activity, are restricted from investing in stocks that trade below specified prices, have less than specified
market capitalizations or have less than specified trading volume. As a consequence, there may be periods of several days or more when
trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading
activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that
a broader or more active public trading market for our common stock will develop or be sustained, or that trading levels will be sustained.

eligible for future sale may adversely affect the market.

 From
time to time, certain of our stockholders may be eligible to sell all or some of their shares of our common stock by means of ordinary
brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. Rule
144 permits, under certain circumstances, the sale of securities, without any limitation, by our stockholders that are non-affiliates
that have satisfied a six-month holding period. Any substantial sale of our common stock pursuant to Rule 144 or pursuant to any resale
prospectus may have a material adverse effect on the market price of our common stock.

 Our
directors, executive officers and controlling persons as a group have significant voting power and may take actions that may not be in
the best interest of stockholders.

 Our
directors, executive officers and controlling persons as a group beneficially own approximately 89.9% of our common stock. They will have
the ability to exert substantial influence over all matters requiring approval by our stockholders, including the election of directors
and any proposed merger, consolidation or sale of all or substantially all of our assets. In addition, they could dictate the management
of our business and affairs. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control,
or impeding a merger or consolidation, takeover or other business combination that could be favorable to you. This significant concentration
of share ownership may also adversely affect the trading price for our common stock because investors may perceive disadvantages in owning
stock in a company with controlling affiliated stockholders.

 We
do not plan to pay dividends to holders of our common stock.

 We
do not anticipate paying cash dividends to the holders of our common stock at any time. Accordingly, investors in our securities must
rely upon subsequent sales after price appreciation as the sole method to realize a gain on investment. There are no assurances that
the price of our common stock will ever appreciate in value. Investors seeking cash dividends should not buy our securities.

 General
Risk Factors

 Adverse
conditions in the global economy, and volatility and disruption of financial markets, can negatively impact our business and results
of operations.

 Global
financial conditions have been subject to continued volatility. Government debt, the risk of sovereign defaults, bank failures, political
instability and wider economic concerns in many countries have been causing significant uncertainties in the markets. Disruptions in
the credit and capital markets can have a negative impact on the availability and terms of credit and capital. Uncertainties in these
markets could have a material adverse effect on our liquidity, ability to raise capital and cost of capital. High levels of volatility
and market turmoil could also adversely impact commodity prices, exchange rates and interest rates and have a detrimental effect on our
business.

 Global economic
and geopolitical events, such as the war in Ukraine and sanctions imposed on Russia, the war in Gaza and higher energy costs coupled with supply
concerns, have been disruptive to the world economy, with increased volatility in commodity markets, international trade and
financial markets and oil and gasoline prices, all of which have a trickle-down effect on supply chains, equipment and construction.
There is substantial uncertainty about the extent to which each of these events will continue to impact economic and financial
affairs, as the numerous issues arising from each event are in flux and there is the potential for escalation of conflict within Europe, the Middle East and globally. There is a risk of substantial market and financial turmoil arising from further conflict, which could
have a material adverse effect on the economics of our projects and our ability to operate our business and advance project
development. There is also a risk of recession in the United States and elsewhere, which may cause decreases in asset values and may
result in impairment losses, which could adversely impact our operations.

 Our
business and operations could suffer in the event of cybersecurity breaches, information technology system failures, or network disruptions.

 Attempts
to gain unauthorized access to our information technology systems become more sophisticated over time. These attempts, which might be
related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized
users, among others. In some cases, we might be unaware of an incident or its magnitude and effects. The theft, unauthorized use or publication
of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment
in research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that any cybersecurity
breach results in inappropriate disclosure of our customers' or licensees' confidential information, we may incur liability
as a result. The devotion of additional resources to the security of our information technology systems in the future could significantly
increase the cost of doing business or otherwise adversely impact our financial results.

 In
addition, risks associated with information technology systems failures or network disruptions, including risks associated with upgrading
our systems or in successfully integrating information technology and other systems in connection with the integration of any businesses
we acquire, could disrupt our operations by impeding our processing of transactions, financial reporting and our ability to protect our
customer or company information, which could adversely affect our business and results of operations.

 Natural
disasters or other unanticipated catastrophes could impact our results of operations.

 The
occurrence of natural disasters, such as hurricanes, floods or earthquakes, pandemics, or other unanticipated catastrophes
at any of the locations in which we or our key partners, suppliers and customers do business, could cause interruptions in our operations.
A global or regional pandemic or similar outbreak in a region of ours, our customers or our suppliers could disrupt business. If similar
or other weather events, natural disasters or other catastrophic events occur in the future, they could negatively affect the results
of operations at our sites in the affected regions as well as have adverse impacts on the global economy.

 Our
insurance may not fully cover all potential exposures.

 Our
insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and
coverage limits. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for
environmental remediation. In addition, from time to time, various types of insurance for companies in the specialty chemical industry
have not been available on commercially acceptable terms or, in some cases, have not been available at all. We are potentially at additional
risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could
adversely impact the ratings and survival of some insurers. Future downgrades in the ratings of enough insurers could adversely impact
both the availability of appropriate insurance coverage and its cost. In the future, we may not be able to obtain coverage at current
levels, if at all, and our premiums may increase significantly on coverage that we maintain.

 We
may be exposed to certain regulatory and financial risks related to climate change.

 Growing
concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject.
Climate changes include changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea
levels and increasing atmospheric and water temperatures, among others. A number of governments or governmental bodies have
introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions and the SEC's recently announced rule to require public companies to make additional climate change related disclosures.
Potentially, additional U.S. federal regulation will be forthcoming with respect to greenhouse gas emissions (including carbon
dioxide) and/or legislation that could impact our operations. In addition, we may in the future have operations in the EU, which has
agreed to implement measures to achieve objectives under the 2015 Paris Climate Agreement, an international agreement linked to the
United Nations Framework Convention on Climate Change, which set targets for reducing greenhouse gas emissions.

 The
outcome of new legislation or regulation in the U.S. and other jurisdictions in which we operate may result in new or additional requirements,
additional charges to fund energy efficiency activities, and fees or restrictions on certain activities. While certain climate change
initiatives may result in new business opportunities for us by increasing the demand for EVs and lithium-ion batteries, compliance with
these initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes,
reduced emission allowances or additional restrictions on production or operations. Adopted future climate change regulations could
also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Even without such regulation,
increased public awareness and adverse publicity about potential impacts on climate change emanating from us or our industry could harm
us. We may not be able to recover the cost of compliance with new or more stringent laws and regulations, which could adversely affect
our business and negatively impact our growth. Furthermore, the potential impact of climate change and related regulation on our customers
is highly uncertain and there can be no assurance that it will not have an adverse effect on our financial condition and results of operations.

 We
may become party to litigation or other proceedings.

 In
the ordinary course of our business, we may become party to new litigation or other proceedings in local or international jurisdictions
in respect of any aspect of our business, whether under criminal law, contract or otherwise. The causes of potential litigation cannot
be known and may arise from, among other things, business activities, employment matters, including compensation issues, environmental,
health and safety laws and regulations, tax matters, failure to comply with disclosure obligations or labor disruptions at our project
sites. Regulatory and government agencies may initiate investigations relating to the enforcement of applicable laws or regulations,
and we may incur expenses in defending them and be subject to fines or penalties in case of any violation and could face damage to our
reputation. We may attempt to resolve disputes involving foreign contractors/suppliers through arbitration in another country, and such
arbitration proceedings may be costly and protracted, which may have an adverse effect on our financial condition. Litigation may be
costly and time-consuming and can divert the attention of management and key personnel from our operations and, if adjudged adversely
to us, may have a material and adverse effect on our cash flows, results of operations and financial condition.

 We
may have certain conflicts of interest.

 Our
directors and officers may become directors or officers of other mineral resource companies or reporting issuers or may acquire or have
significant shareholdings in other mineral resource companies. To the extent that such other companies may participate in ventures in
which we may participate or wish to participate, our directors and officers may have a conflict of interest with respect to such opportunities
or in negotiating and concluding terms respecting the extent of such participation.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 Our
Company prioritizes the security of our digital and physical operations. We have engaged with reliable software providers, implementing
robust security measures, including two-factor authentication and the use of authenticators, among other tools, to enhance the security
of our information systems and data integrity. These measures are part of our ongoing efforts to mitigate the risk of unauthorized access
and ensure the confidentiality, availability, and integrity of our critical information assets. We acknowledge the necessity of a formal
cybersecurity risk management process to comprehensively address the evolving landscape of cyber threats. To this end, we are in the
early stages of developing a structured cybersecurity framework that will guide our risk assessment, threat identification, and mitigation
strategies. This framework will be designed to align with best practices in cybersecurity risk management and will be adapted as necessary
to meet our specific operational needs and risk profile.

plays a crucial role in our cybersecurity posture. Our management team is actively engaged in identifying potential risk factors
and threat vectors that could impact our operations. This involves continuous monitoring of our cybersecurity landscape and making informed
decisions to address identified risks promptly. The company's board of directors has oversight of the Company's cybersecurity efforts and receives regular
reports on the subject. We are aware of the potential risks associated with cybersecurity, including the risk
of financial loss due to ransomware or phishing attacks, disruption in operations, and the theft of intellectual property. As our production
plants are completed and become operational, we recognize the importance of enhancing our cybersecurity measures to protect against these
and other threats. We are committed to developing and implementing a comprehensive cybersecurity strategy that includes not only technical
defenses but also organizational policies and employee training to safeguard against a wide range of cyber threats.

 In
the absence of a formal cybersecurity committee, we plan to establish governance structures that will ensure oversight and strategic
direction for our cybersecurity efforts. This will include regular reviews of our cybersecurity posture and adjustments to our strategy
as the cyber threat landscape evolves. While no cybersecurity incidents have materially affected or are reasonably likely to materially
affect our business strategy, results of operations, or financial condition, we remain vigilant and proactive in enhancing our cybersecurity
defenses. Our approach is one of continuous improvement, and we are committed to implementing best practices in cybersecurity risk management
to protect our stakeholders and ensure the resilience of our operations against cyber threats. We describe how cybersecurity threats
are likely to materially affect our Company, including our business strategy, results of operations, and financial condition, in the
section titled "Risk Factors" in this Annual Report on Form 10-K.

 Item
2. Properties.

 Our corporate headquarters are located at Tankedraget 7, 9000 Aalborg,
Denmark. We have a long-term lease contract, see Note 3 for details on this property.

 Our
U.S. headquarters, which we lease on an annual basis, are located at 2316 Pine Ridge Rd #383, Naples, Florida, 34109.

 Item
3. Legal Proceedings.

 From
time to time, we may become involved in legal proceedings arising in the ordinary course of its 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
4. Mine Safety Disclosure.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Trading
Information

 Our
shares of common stock are currently traded on the OTC Pink marketplace under the symbol "SPGX." The range of high and low
bid information for shares of our common stock for each full quarterly period within the two most recent fiscal years is set forth below.
These bid prices represent prices quoted by broker-dealers on the OTC Pink marketplace. The quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions, and may not represent actual transactions.

 On
April 3, 2024, the closing price of our common stock, as reported by the OTC Pink marketplace, was $0.0457 per share.

 High

 Low

 2023:

 Fourth quarter ended December 31, 2023

 $
 0.103

 $
 0.0335

 Third quarter ended September 30, 2023

 0.315

 0.025

 Second quarter ended June 30, 2023

 0.30

 0.071

 First quarter ended March 31, 2023

 0.50

 0.025

 2022:

 Fourth quarter ended December 31, 2022

 $
 0.032

 $
 0.025

 Third quarter ended September 30, 2022

 0.10

 0.017

 Second quarter ended June 30, 2022

 0.13

 0.017

 First quarter ended March 31, 2022

 0.12

 0.062

 Record
and Beneficial Holders

 As
of April 3, 2024, there were approximately 118 holders of record of our common stock.

 Dividends

 We
have not paid any dividends on our common stock and we do not intend to pay any dividends on our common stock in the foreseeable future.

 Item
6. [ Reserved. ]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following is a discussion of our financial condition and results of operations and is intended to assist in the understanding and
assessment of significant changes and trends related to our results of operations and financial position. This discussion should be
read in conjunction with our audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 and the accompanying notes appearing elsewhere in this Annual Report on Form 10-K.

 Overview

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

 On
February 14, 2023, we entered into the Agreement with Lithium Harvest and all of the Shareholders. Pursuant to the terms of the Agreement,
we 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
and collaborative partnerships, including a joint venture relationship with 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 Hero Wellness, and following the
Exchange Transaction, SPGX has not made final plans on the Soy-yer Dough project. We impaired our intangible assets associated with this project as of December 31, 2021 as disclosed in our Annual Report on Form 10-K/A
filed December 12, 2023.

 We
plan to start construction of our first two lithium carbonate manufacturing facilities in North Dakota and Ohio in the first half of
2024, which we anticipate will be capable of manufacturing up to a total of 2,000 metric tons of LCE, 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 LCE by the end of
2026.

 In
order to meet our targets, management will focus on the achievement of several critical missions over the next year:

 Site
Selection. Our proprietary technology operates on a vastly smaller footprint compared to traditional lithium
production. While conventional production facilities require up to 65 acres for solar evaporation brine extraction and 115 acres for
hard rock mining per 1,000 metric tons of LCE production, our production facilities require only 1.4 acres and can be located in
remote areas or co-located with existing oil mining operation sites. We plan to enter into long-term lease agreements for the land
on which our first two facilities in North Dakota and Ohio are planned to be constructed.

feedstock. We are dependent on a continued supply of produced water. Currently, the disposal of produced water is a costly undertaking
for oil well operators and carries a large environmental footprint. We believe our proprietary technology offers significant cost savings
for oil well operators as water is cleaned and used for re-injection or other purposes.

 The
current U.S. production of produced water is more than 50 million barrels per day. Not all produced water is suitable for lithium
production, but we estimate that the current U.S. production of produced water is sufficient to produce more than 500,000 metric
tons of LCE annually. We plan to enter into long-term supply agreements with a leading midstream oil and gas company for the supply of lithium rich produced water for processing at our first two planned manufacturing
facilities in North Dakota and Ohio.

 Sourcing
of Components. We source the major components for our proprietary lithium extraction process from blue-chip international suppliers.
Management currently anticipates timely access to all major components. However, supply chain difficulties as seen during late 2021 and
early 2022 could delay production start dates. We have identified our major vendors and are currently in contract discussions.

 Hiring
of Key Personnel. While our production process is largely automated, we will require significant additions to our personnel to
achieve production start targets. Key areas of expansion are anticipated to include management, research and development, sales, project
management and administration. We currently have 14 full-time employees and are in the process of hiring additional key personnel.

 Results
of Operation

 2023

 2022

 Operating and administrative expenses

 Advertising and promotion

 $
 33,391

 $
 -

 Amortized right of use assets

 178,022

 -

 Consulting fees

 104,988

 -

 33,659

 -

 General and administrative expenses

 57,393

 2,192

 Interest on lease

 134,324

 -

 Management fees

 775,165

 108,190

 Office maintenance and utilities

 128,651

 -

 Professional fees

 329,116

 102,777

 Rent

 58,823

 -

 Stock based compensation (Note 13)

 492,708

 -

 Travel expenses

 108,087

 9,785

 Vehicle expense

 46,500

 -

 Wages and salaries

 516,926

 -

 Total operating and administrative expenses

 2,997,753

 222,944

 Operating loss before other items

 (2,997,753
)

 (222,944
)

 Miscellaneous income

 251,089

 -

 Interest expense

 (1,288
)

 -

 Net Loss

 (2,747,952
)

 (222,944
)

 Translation loss

 (44,375
)

 (4,585
)

 Net loss and comprehensive loss, attributed to shareholders

 $
 (2,792,327
)

 $
 (227,529
)

 Basic and diluted loss per share

 $
 (0.011
)

 $
 (4.551
)

 Weighted average number of common shares outstanding

 254,941,752

the year ended December 31, 2023, we had revenues of $0 compared to $0 during the year 2022. This is attributable to the fact that the
Company is still in the process of developing its first lithium extraction plant.

 Operating
Expenses. The Company's operating expenses for the year ended December 31, 2023 were $2,997,753 as compared to $222,944
for the prior fiscal year. The increase in operating expenses can be primarily attributed to the expansion of business activities following
the reverse acquisition of Lithium Harvest. The most significant cost drivers are related to management fees, which increased from 108,190
in the year ended December 31, 2022 to $775,165 during the year ended December 31, 2023 as the Company expanded its management team.

 Additionally, the increase in operating expenses was affected by a significant increase in wages and salaries, which increased to $516,926
for the year ended December 31, 2023 as compared to $0 in the year ended December 31, 2022.

 The
third major driver of operating expenses was the cost of stock based compensation, which amounted to $492,708 for the year ended
December 31, 2023 as compared to $0 during the year ended December 31, 2022. The stock based compensation was in the form of
restricted stock units ("RSUs"), and settlement is subject to stockholder approval.

 Additionally, the increase in operating expenses can
be attributed to the expansion of our headquarters located in Denmark. Rights of use amortization related to the long term rent agreement
on our office space for the year ended December 31, 2023 amounted to $178,022 as compared to $0 for the year ended December 31, 2022.

 Miscellaneous
Income. During the year ended December 31, 2023, the Company had miscellaneous income of $251,089, compared to $0 during the year ended December 31, 2022. This increase in miscellaneous income was attributable to income from sub-leases of office space at our
Denmark office.

 Net
Loss. During the year ended December 31, 2023, the Company had a net loss of $2,747,952, compared to $222,944 during the year ended December 31, 2022. The loss was generally attributable to increased expenses in ramping up our business activities following
the reverse acquisition of Lithium Harvest. As disclosed above, the largest cost increases experienced during the year
ended December 31, 2023 were management fees, wages and salaries, and stock based compensation.

 Translation
Loss. During the year ended December 31, 2023, the Company had a translation loss of $44,375 as compared to $4,585 during
the year ended December 31, 2022. This translation loss stems from variability in the exchange rate between U.S. Dollars and Danish
Krone.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had cash of $847,724 compared to a cash balance of $0 at December 31, 2022. The increase in cash balance
was primarily due to private placements of common stock, as well as miscellaneous income from sub-leases at our Denmark office.
During the 12-month period following the date of this report, management anticipates that the Company will not generate sufficient
revenues to continue the development of current projects and projects in the pipeline. Accordingly, the Company will be required to
obtain additional financing in order to continue its plan of operations. Management may attempt to secure debt financing for future
growth, but due to the absence of meaningful assets and limited operating history, debt financing may not be available to the
Company. Management anticipates that additional funding will be in the form of equity financing from the sale of the Company's
common stock, as well as debt if available. If we are successful in completing an equity financing, existing shareholders will
experience dilution of their interest in the Company. However, the Company does not have any financing arranged and cannot provide
investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of
operations. In the absence of such financing, the Company will not be able to develop its products or facilities and its business
plan will fail. Even if the Company is successful in obtaining equity financing and developing its 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 December 31, 2023, we had total assets of $3,069,604, and a working capital deficit of $205,103, compared with
total assets of $42,269 and a working capital deficit of $221,332 at December 31, 2022. The decrease in the working capital deficit was
primarily due to a significant increase in cash to $847,724 and prepaid expenses and deposits of $398,067 for the year ended December
31, 2023. This compares to cash of $0 and prepaid expenses and deposits of $10,089 for the year ended December 31, 2022. Additionally,
amounts due to related parties was $502,397 for the year ended December 31, 2023 as compared to $146,402 for the year ended December 31,
2022. We also saw an increase in accounts payable, which increased to $449,952 for the year ended December 31, 2023 as compared to $117,199
for the year ended December 31, 2022.

 Net
Cash Used in Operating Activities

the year ended December 31, 2023, net cash used in operating activities was $1,331,262 compared to $2,373 for the year ended December
31, 2022. The increase in cash used in operating activities was primarily due to the expansion of our operating activities. The largest
components of this increase in cash used in operating activities were from stock based compensation and amounts due to related parties
for accrued salaries.

 Additionally, we saw an increase in accounts payable related to expenses incurred in the expansion of our business, particularly in rental
expenses and consulting fees. Furthermore, we saw an increase in amortization of right of use assets relating to our long-term lease for
our Danish offices.

 Net
Cash Used in Investing Activities

the year ended December 31, 2023, net cash used in investing activities was $178,596 compared to $0 for the year ended December 31, 2022.
This increase in net cash used can largely be attributed to investments in office furniture and equipment. Additional factors were investments
in filtration equipment and intangible assets related to our patent application.

 Net
Cash Provided by Financing Activities

the year ended December 31, 2023, net cash provided by financing activities was $2,386,574 as compared with financing activities of
$0 for the year ended December 31, 2022. The net cash generated in financing activities was due to private placements of common
stock.

 Significant
Accounting Estimates

 The
preparation of the consolidated financial statements in conformity with US 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
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.

 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 $3,600,189 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 $847,724 in cash as of December 31, 2023. Cash used by operations was $1,331,262 for the year ended December 31,
2023. 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.

 Consolidation

 The
accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries YER Brands Inc. and,
prior to September 30, 2022, our joint venture, Hero Wellness Systems Inc. (formerly Vitalizer Americas Inc.) ("Hero Wellness").
The Company controls 55% of Hero Wellness. At September 30, 2022, Hero Wellness' assets were impaired and the Company impaired
its investment and eliminated Hero Wellness' accounts from the consolidated financial statements. Previously, pursuant to ASC Topic
810, the joint venture company was considered as a variable interest entity that required the Company to consolidate its account. All
intercompany balances and transactions were eliminated in this consolidation. The operating results of the joint venture were included
in the Company's consolidated financial statements and the non-controlling interest that was not attributable to the Company was
reported separately.

 Equity
Investments

 We
invest in equity securities of public and non-public companies for business and strategic purposes. Investments in public companies are
carried at fair value based on quoted market prices. Investments in equity securities without readily determinable fair values are carried
at cost, minus impairment, if any. We review our equity securities without readily determinable fair values on a regular basis to determine
if the investment is impaired. For purposes of this assessment, we consider the investee's cash position, earnings and revenue
outlook, liquidity and management ownership, among other factors in our review. If management's assessment indicates that an impairment
exists, we estimate the fair value of the equity investment and recognize in current earnings an impairment loss that is equal to the
difference between the fair value of the equity investment and its carrying amount.

 Revenue
Recognition

 In
May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the recognition of Revenue from Contracts
with Customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods
or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue
is recognized. The guidance addresses several areas, including transfer of control, contracts with multiple performance obligations,
and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty
of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized
from costs incurred to obtain or fulfill a contract.

 Recently
issued accounting pronouncements

 In
June 2016, the FASB issued ASU 2016-13, "Financial Instruments – Credit Losses." The provision sets forth a "current
expected credit loss" model which requires us to measure all expected credit losses for financial instruments held at the reporting
date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the prior incurred loss
model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance
sheet credit exposures. SPGX adopted this standard as of December 31, 2022, with no impact.

 We
adopt new pronouncements relating to US GAAP applicable to us as they are issued, which may be in advance of their effective date. Management
does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying
consolidated financial statements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

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

 Item
8. Financial Statements and Supplementary Data

 For
the YEARS ENDED DECEMBER 31, 2023 AND 2022

to THE CONSOLIDATED financial statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 2769)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F-7 to F-19

 Page F- 1

 Report of Independent Public Accountant

 Centurion ZD CPA &
 Co.

 Certified Public Accountants (Practising)

 Unit 1304, 13/F, Two Harbourfront,

 22 Tak Fung Street, Hunghom, Hong Kong.

 22 13 1304

 Tel: (852) 2126 2388 Fax: (852) 2122 9078

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and the Board of Directors of
Sustainable Projects Group, Inc.:

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of Sustainable Projects Group Inc. and its subsidiaries (the "Company") as of December 31, 2023 and 2022, the related
consolidated statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows, for the years ended
December 31, 2023 and 2022, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the consolidated results of its operations and its cash flows for the years ended December 31,
2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

 Material
Uncertainty Relating to Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a significant
working capital deficiency and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion
is not modified with respect to this matter.

 Basis
for Opinion

 These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 Critical
Audit Matter

 Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. We determined that there are no critical audit matters.

 /s/ Centurion ZD CPA & Co.

 We have served as
the Company's auditor since 2023.

 Hong Kong, China

 April 4, 2024

 PCAOB ID: 2769

 Page F- 2

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 ASSETS

 Current Assets:

 Cash

 $
 847,724

 $
 -

 Other receivables – Note 4

 -

 32,180

 Prepaid expenses and deposits

 398,067

 10,089

 TOTAL CURRENT ASSETS

 1,245,791

 Right Of Use Assets – Note 9

 1,688,003

 -

 Equipment – Note 5

 102,907

 -

 Intangible assets – Note 7

 32,903

 -

 TOTAL ASSETS

 $
 3,069,604

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 LIABILITIES

 CURRENT LIABILITIES:

 Accounts payable and accrued liabilities – Note 8

 $
 449,952

 $
 117,199

 Amounts due to related parties – Note 12

 502,397

 146,402

 Payroll liabilities

 149,148

 -

 Other payables – Note 4

 19,334

 -

 Notes and interest payable – Note 10

 69,605

 -

 Deposits received

 76,545

 -

 Lease liability, current portion – Note 9

 183,913

 -

 TOTAL CURRENT LIABILITIES

 1,450,894

 263,601

 NON-CURRENT LIABILITIES

 Lease liability obligation – long term – Note 9

 1,559,818

 -

 TOTAL NON-CURRENT LIABILITIES

 1,559,818

 -

 TOTAL LIABILITIES

 3,010,712

 263,601

 STOCKHOLDERS' DEFICIT

 Common Stock – Note 11 Par Value: $ 0.0001 Authorized 500,000,000 shares Common Stock Issued: 296,037,813 (Dec 31, 2022 – Capital Shares 50,000)

 29,604

 7,940

 Additional Paid in Capital

 3,438,273

 -

 Accumulated Deficit

 ( 3,359,757
)

 ( 224,419
)

 Other Accumulated Comprehensive Loss

 ( 49,228
)

 ( 4,853
)

 TOTAL STOCKHOLDERS' DEFICIT

 58,892

 ( 221,332
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 3,069,604

 $

 See
accompanying notes to consolidated financial statements.

 Page F- 3

 S USTAINABLE

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 December 31

 December 31

 2023

 2022

 Operating and administrative expenses

 Advertising and promotion

 $
 33,391

 $
 -

 Amortized right of use assets

 178,022

 -

 Consulting fees

 104,988

 -

 33,659

 -

 General and administrative expenses

 57,393

 2,192

 Interest on lease

 134,324

 -

 Management fees

 775,165

 108,190

 Office maintenance and utilities

 128,651

 -

 Professional fees

 329,116

 102,777

 Rent

 58,823

 -

 Stock based compensation (Note 13)

 492,708

 -

 Travel expenses

 108,087

 9,785

 Vehicle expense

 46,500

 -

 Wages and salaries

 516,926

 -

 Total operating and administrative expenses

 2,997,753

 222,944

 Operating loss before other items

 ( 2,997,753
)

 ( 222,944
)

 Miscellaneous income

 251,089

 -

 Interest expense

 ( 1,288
)

 -

 Net Loss

 ( 2,747,952
)

 ( 222,944
)

 Translation loss

 ( 44,375
)

 ( 4,585
)

 Net loss and comprehensive loss, attributed to shareholders

 $
 ( 2,792,327
)

 $
 ( 227,529
)

 Basic and diluted loss per share

 $
 ( 0.011
)

 $
 ( 4.551
)

 Weighted average number of common shares outstanding

 254,941,752

 See
accompanying notes to the consolidated financial statements.

 Page F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

 For
the Years Ended December 31, 2023 and 2022

 Common

 Par Value at $0.0001

 Share

 Additional

 Paid-in

 Other

 Comprehensive

 For
 December 31, 2023

 Amount

 Capital

 Capital

 Subscribed

 Deficit

 Loss

 Total

 Balance, December 31, 2022

 $
 -

 $
 7,940

 $
 -

 $
 -

 $
 ( 224,419
)

 $
 ( 4,853
)

 $
 ( 221,332
)

 Common stock issued in reverse merger *

 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
)

 Shares subscribed at $ 0.25 per share

 -

 -

 -

 -

 877,100

 -

 -

 877,100

 Shares subscribed at $ 0.35 per share

 -

 -

 -

 -

 375,000

 -

 -

 375,000

 Stock based payments

 -

 -

 -

 164,236

 -

 ( 164,236
)

 -

 -

 Net loss and comprehensive loss

 -

 -

 -

 -

 -

 ( 606,457
)

 ( 6,959
)

 ( 613,416
)

 Balance, June 30, 2023

 287,190,813

 $
 28,719

 $
 -

 $
 164,236

 $
 1,252,100

 $
 ( 1,774,530
)

 $
 ( 16,710
)

 $
 ( 346,185
)

 Shares subscribed at $ 0.35 per share

 -

 -

 -

 -

 994,350

 -

 -

 994,350

 Shares issued at $ 0.25 per share

 1,500,000

 -

 374,850

 ( 375,000
)

 -

 -

 -

 Shares issued at $ 0.35 per share

 4,006,000

 -

 1,401,699

 ( 1,402,100
)

 -

 -

 -

 Stock based payments

 -

 -

 -

 164,236

 -

 ( 164,236
)

 -

 -

 Net loss and comprehensive loss

 -

 -

 -

 -

 -

 ( 679,498
)

 23,867

 ( 655,631
)

 Balance, September 30, 2023

 292,696,813

 $
 29,270

 $
 -

 $
 2,105,021

 $
 469,350

 $
 ( 2,618,264
)

 $
 7,157

 $
 ( 7,466
)

 Shares subscribed at $ 0.35 per share

 -

 -

 -

 -

 700,000

 -

 -

 700,000

 Shares issued at $ 0.35 per share

 3,341,000

 -

 1,169,016

 ( 1,169,350
)

 -

 -

 -

 Stock based payments

 -

 -

 -

 164,236

 -

 ( 164,236
)

 -

 -

 Net loss and comprehensive loss

 -

 -

 -

 -

 -

 ( 577,257
)

 ( 56,385
)

 ( 633,642
)

 Balance, December 31, 2023

 296,037,813

 $
 29,604

 $
 -

 $
 3,438,273

 $
 -

 $
 ( 3,359,757
)

 $
 ( 49,228
)

 $
 58,892

 *

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

 Other

 Common

 Share

 For December 31, 2022

 Capital

 Deficit

 Comprehensive

 Total

 Balance, December 31, 2021

 -

 $
 7,940
 -
 -

 $
 ( 1,475
)

 $
 ( 268
)

 $
 6,197

 Net loss for the period

 -
 -

 -
 -
 -

 ( 175
)

 ( 133
)

 ( 308
)

 Balance, March 31, 2022

 -

 $
 7,940
 -
 -

 $
 ( 1,650
)

 $
 ( 401
)

 $
 5,889

 Net loss for the period

 -
 -

 -
 -
 -

 ( 5,056
)

 ( 140
)

 ( 5,196
)

 Balance, June 30, 2022

 -

 $
 7,940
 -
 -

 $
 ( 6,706
)

 $
 ( 541
)

 $

 Net loss for the period

 -
 -

 -
 -
 -

 ( 3,243
)

 ( 3,182
)

 Balance September 30 2022

 $
 7,940
 -
 -

 $
 ( 9,949
)

 $
 ( 480
)

 $
 ( 2,489
)

 Balance

 -

 $
 7,940
 -
 -

 $
 ( 9,949
)

 $
 ( 480
)

 $
 ( 2,489
)

 Net loss for the period

 -
 -

 -
 -
 -

 ( 214,470
)

 ( 4,373
)

 ( 218,843
)

 Balance, December 31, 2022

 -

 $
 7,940
 -
 -

 $
 ( 224,419
)

 $
 ( 4,853
)

 $
 ( 221,332
)

 Balance

 -

 $
 7,940
 -
 -

 $
 ( 224,419
)

 $
 ( 4,853
)

 $
 ( 221,332
)

 See
accompanying notes to the consolidated financial statements.

 Page F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 Year ended
 2023

 Year ended
 2022

 Cash Flows from operating activities:

 Net loss

 $
 ( 2,747,952
)

 $
 ( 222,944
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 33,659

 -

 Amortized right of use assets

 178,022

 -

 Stock based compensation

 492,708

 -

 Interest on lease payments

 134,324

 -

 Changes in current assets and liabilities

 Prepaid expenses and deposits

 ( 387,978
)

 ( 10,089
)

 Other receivables

 32,180

 ( 32,180
)

 Accounts payable and accrued expenses

 332,753

 116,438

 Payroll liabilities

 149,148

 -

 Other payables

 19,334

 Deposits received

 76,545

 -

 Amount due to related parties

 355,995

 146,402

 Net cash used in operating activities

 ( 1,331,262
)

 ( 2,373
)

 Cash Flows from investing activities:

 Office furniture and equipment

 ( 121,409
)

 -

 Filtration equipment

 ( 21,220
)

 -

 Intangible assets

 ( 35,967
)

 -

 Net cash used in investing activities

 ( 178,596
)

 -

 Cash Flows from financing activities:

 Common stock issued in reverse acquisition

 ( 366,607
)

 -

 Lease payment

 ( 262,874
)

 -

 Common stock issued in private placements

 2,946,450

 Proceeds from note payable and interest payable

 69,605

 -

 Net cash provided by financing activities

 2,386,574

 -

 Effect of foreign exchange on cash

 ( 28,992
)

 ( 4,585
)

 Net increase (decrease) in cash

 847,724

 ( 6,958
)

 Cash at beginning of period

 -

 6,958

 Cash at end of period

 $
 847,724

 $
 -

 Supplemental Disclosures

 Cash paid for:

 Interest

 $
 124.00 -

 $
 -

the year ended December 31, 2023, operating leases with a discounted value of $ 1,743,731 were recorded as Right Of Use Assets and Lease
liabilities.

 See
accompanying notes to the consolidated financial statements.

 Page F- 6

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 December
31, 2023

 1.
 Organization and Nature of Operations

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 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 balance sheets is dependent upon the continued operations of the Company, which in turn is dependent
upon the Company's ability to meet its financing requirements, and the successful implementation of the Company's planned
strategy of supplying high performance lithium compounds to the electric vehicle and broader battery markets.

 The
Company has accumulated a deficit of $ 3,359,757 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 $ 847,724 in cash as of December 31, 2023. The Company will need to raise additional cash in order to fund ongoing operations
over the next 12 months. The Company may seek additional equity as necessary, and it expects to raise funds through private or public
equity, as well as debt, if available, in order to support its existing operations and develop its first lithium extraction facility.
There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

 Page F- 7

 3.
 Summary of accounting policies

 Summary
of Accounting Policies

 Use
of estimates and assumptions

 The
preparation of the consolidated 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.

 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 were
recorded in this Exchange Transaction. As a result of the Exchange Transaction, Lithium Harvest became a wholly owned subsidiary of the
Company.

 Consolidation

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

 Operating
Leases – Right of Use Assets

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

 Page F- 8

 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.

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.

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.

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.

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.

 Stock
Based Compensation

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

 Page F- 9

 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 December
31, 2023, 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 year ended December 31, 2023 and the year ended December 31, 2022, segment income and total assets
were reported as follows:

 Schedule of Segment Reporting

 2023

 2022

 Sales and miscellaneous income

 Sustainable Projects Group

 $
 -

 $
 -

 YER Brands

 -

 -

 Lithium Harvest

 251,089

 -

 Total Sales

 $
 251,089

 $
 -

 Total Assets at End of Period

 Sustainable Projects Group

 $
 6,090

 $
 -

 YER Brands

 -

 -

 Lithium Harvest

 3,063,514

 Total Assets

 $
 3,069,604

 $

 Revenue
Recognition

 The
Company adopted 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.

 Page F- 10

 Sub-leasing
office

 The
Company recognizes revenue when the Company transfers promised services to the customer. The performance obligation is the monthly services
rendered. The Company has one main revenue source at the moment from Lithium Harvest, which is sub-leasing office space with and/or without
furniture. Accordingly, the Company recognizes revenue when services are provided. This 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.

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

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

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

 Accounts
Receivable and Concentration of Risk

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

 Intangible
assets

 Intangible
assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable
and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these
attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measured at
cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite
useful life shall not be amortized until its useful life is determined to be longer indefinite. An intangible asset subject to amortization
shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is
considered.

 License
agreements have been capitalized, recorded at cost and amortized over the life of the contracts. Website costs have been capitalized
and will be subject to amortization once the website is operational. They will be amortized over the life of the license to which it
supports.

 Equipment

 Equipment
represents purchases made for assets, whose useful life was determined to be greater than one year. The assets are initially recorded
at cost and depreciated over their estimated useful lives on a 3 year straight line basis.

 Loss
per share

 The
Company reports basic loss per share in accordance with ASC Topic 260, Earnings Per Share ("ASC 260"). Basic loss per share
is based on the weighted average number of common shares outstanding and diluted loss per share is based on the weighted average number
of common shares outstanding and dilutive common stock equivalents. Basic loss per share is computed by dividing net loss (numerator)
applicable to common stockholders by the weighted average number of common shares outstanding (denominator) for the period. Loss per
share presented in the financial statements is basic loss per share as defined by ASU 260. There is no diluted net loss per share on
the potential exercise of the equity-based financial instruments; thus, a state of anti-dilution has occurred.

 Page F- 11

 Website
development costs

 The
Company recognized the costs associated with developing a website in accordance with ASC 350-50, "Website Development Cost"
that codified the American Institute of Certified Public Accountants ("AICPA") Statement of Position ("SOP")
NO. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". Relating to website development
costs, the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO. 00-2, "Accounting for Website Development
Costs". The website development costs are divided into three stages, planning, development and production. The development stage
can further be classified as application and infrastructure development, graphics development and content development. In short, website
development cost for internal use should be capitalized except content input and data conversion costs in content development stage.

 Costs
associated with the website consist primarily of website development costs paid to third parties. These capitalized costs will be amortized
based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development
of website content will be charged to operations as incurred. Website development costs related to the customers are charged to cost
of sales.

 Concentration
of credit risk

 The
Company places its cash and cash equivalents with a high credit quality financial institution. The Company maintains United States Dollars.
The Company minimizes its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution.

 Financial
instruments

 The
Company's financial instruments consist principally of cash, accounts payable, accrued liabilities and notes payable. The carrying
amounts of such financial instruments in the accompanying financial statements approximate their fair values due to their relatively
short-term nature or the underlying terms are consistent with market terms. It is management's opinion that the Company is not
exposed to any significant currency or credit risks arising from these financial instruments.

 Fair
value measurements

 The
Company follows the guidelines in ASC Topic 820 "Fair Value Measurements and Disclosures". Fair value is defined as the price
that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair
value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk
measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions
and credit risk.

 The
Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases
the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.
All financial instruments approximate their fair value.

 Level 1 — Observable
 inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 Level 2 — Observable
 inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets
 or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially
 the full term of the assets or liabilities

 Level 3 — Inputs
 are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in
 pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models
 and discounted cash flow models.

 Page F- 12

 Advertising
and Promotion Costs

 The
Company follows ASC 720, "Advertising Costs" and expenses costs as incurred.

 Credit
Losses

 In
June 2016, the FASB issued ASU 2016-13, "Financial Instruments – Credit Losses". The ASU sets forth a "current
expected credit loss" (CECL) model which requires the Company to measure all expected credit losses for financial instruments held
at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing
incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies
to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim
periods within those fiscal years, with early adoption permitted. The Company adopted this ASU with no impact on its financial
statements.

 Income
Taxes

 The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, "Income Taxes". 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 %.

 Page F- 13

 5.
 Equipment

 Schedule
of Equipment

 Cost

 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

 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.

 7.
 Intangible Assets

 Summary
of Intangible Assets

 Cost

 Net

 Patent - Denmark

 $
 35,967

 $
 3,064

 $
 32,903

 8.
 Accounts Payable and Accrued Liabilities

 Accounts
payable and accrued liabilities as of December 31, 2023 and December 31, 2022 are summarized as follows:

 Schedule of Accounts Payable and Accrued Liabilities

 Accounts Payable:

 2023

 2022

 Accounting fee

 $
 25,597

 $
 -

 Audit fee

 -

 Consulting fee

 73,266

 -

 Rental expenses

 63,992

 -

 Professional fees

 176,767

 117,199

 Others

 42,330

 -

 Accounts payable Total

 $
 382,702

 $
 117,199

 Accrued liabilities:

 2023

 2022

 Audit fee

 $
 67,250

 $
 -

 Page F- 14

 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 Balance
Sheets and represent the Company's right to use the underlying asset for the lease term. The Company's obligation to make
lease payments are included in "Lease liability" on the Company's Consolidated 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 Balance Sheets. All operating lease expense is recognized on a straight-line basis over the
lease term.

 Schedule
of Operating Lease Right and Lease Liability

 2023

 Right-of-use asset

 Right-of-use asset, net

 $
 1,688,003

 Lease liability

 Current lease liability

 $
 183,913

 Non-current lease liability

 1,559,818

 Total lease liability

 $
 1,743,731

 Remaining lease term and discount rate

 Weighted average remaining lease term

 84 months

 Discount rate used

 %

 Commitments

 The
following table summarizes the future minimum lease payments due under the Company's operating leases as of December 31, 2023:

 Schedule of Future Minimum Lease Payments

 2024

 $
 351,532

 Thereafter

 2,099,565

 Less: imputed interest

 ( 707,366
)

 Total

 $
 1,743,731

 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 December
31, 2023, there was $ 8,462 in accrued interest under the loan.

 On
July 12, 2019, the Company entered into an unsecured convertible loan agreement with a relative of the Company's CEO in the amount
of $ 20,000 with an interest rate of 3.0 % per annum. The loan was due on or before July 12, 2022. The lender had the option to convert
the whole loan and the accrued interest into shares of common stock of the Company at the price of $ 1.45 per share. On May 10, 2021,
the Company agreed to a debt settlement arrangement whereby it would issue 640,000 shares of common stock in settlement of the principal
amount outstanding under the loan of $ 20,000 as well as accrued interest and fees valued at $ 1,098. The transaction value was calculated
to be $ 0.033 per share. The shares were issued during the year ended December 31, 2022.

 Page F- 15

 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.

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 December 31, 2023, the accrued
interest was $ 1,142.

 On
April 28, 2023, a company controlled by a director and the Chief Technology Officer of the Company loaned the Company $ 14,506 (DKK 99,000).
The loan had a 3 % interest rate that was due on or before June 30, 2023. During the year ended December 31, 2023, the loan was repaid.

 11.
 Common Stock

 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, 71,979,703
 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.

 Page F- 16

 12.
 Related-Party Transactions

 Related
party transactions as of December 31, 2023 and December 31, 2022 are summarized as follows:

 Schedule of Related Party Transaction

 December 31, 2023

 December 31, 2022

 Accounts payable

 $
 205,558

 $
 146,402

 Accrued liabilities

 296,839

 -

 Total

 $
 502,397

 $
 146,402

Muehlbauer resigned as a director of the Company on February 14, 2023 and is currently the Chief Financial Officer ("CFO")
of the Company. During the year ended December 31, 2023, the Company incurred management fees to the CFO totaling an aggregate of $ 120,625.
At December 31, 2023, $ 140,875 was owing to the CFO for management fees, consisting of current and past due amounts, and $ 2,020 for reimbursement
of out of pocket expenses. The Company entered into an Employment Agreement with the CFO on February 14, 2023. His annual salary is $ 125,000,
payable on a monthly basis with other benefits. The employment agreement is for a period of one year and at such time the CFO will be
eligible to receive a one-time, lump sum bonus of $ 25,000, subject to other conditions and terms.

 On
February 14, 2023, Tiffany Muehlbauer resigned as Chief Technology Officer of the Company. At December 31, 2023, $ 12,766 was owing to
Ms. Muehlbauer for past due salaries and $ 25,500 for management fees.

 At
December 31, 2023, the Company owed a company controlled by Stefan Muehlbauer and Tiffany Muehlbauer the amount of $ 20,647 for office
expenses.

 On
February 14, 2023, Sune Mathiesen became a director and Chief Executive Officer ("CEO") of the Company. During the year ended
December 31, 2023, Lithium Harvest incurred management fees payable to the CEO totaling an aggregate of $ 285,020 (DKK 1,925,000). At
December 31, 2023, $ 151,764 (DKK 1,025,000) was owing to the CEO for salaries, and $ 2,771 (DKK 18,714) for reimbursement of out of pocket
expenses. 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.

 At
December 31, 2023, a company controlled by the director and CEO was owed $ 40,425 (DKK 273,027) for out of pocket expenses, current and
past due. 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. During the year ended December 31, 2023, the loans
were repaid.

 On
February 14, 2023, Paw Juul became the Chief Technology Officer ("CTO") of the Company. During the year ended December 31,
2023, Lithium Harvest incurred management fees from the CTO totaling an aggregate of $ 285,020 (DKK 1,925,000). At December 31, 2023,
$ 143,895 (DKK 971,850) 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 the current annual salary.

 Page F- 17

 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. During the year ended December 31, 2023, the loan was repaid.

 13.
 Stock Based Compensation

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

 Restricted
stock and RSU awards are subject to vesting spread over time at the discretion of the committee administering the Incentive Plan. Upon
the vesting of RSUs and the Company's determination that any necessary conditions precedent to the release of vested shares have
been satisfied, such vested shares will then be made available to the participants. Except as otherwise provided in the Incentive Plan
or award agreement, the participants with a restricted stock award shall have all the rights of a stockholder, including the right to
vote the shares of restricted stock. The RSU awards granted on May 10, 2023 provide that the recipients do not have rights of a stockholder
prior to vesting. The fair value of the Company's common stock on the grant date was $ 0.072 per share. At December 31, 2023, the
stock based compensation expense was $ 492,708. The table below sets forth the vesting schedule with respect to the RSUs granted on May
10, 2023.

 Summary
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

 CEO, Director

 6,111,111

 Paw Juul

 CTO, Director

 5,625,000

 CFO

 1,736,111

 578,704

 578,704

 578,703

 Kristian Jensen

 Director

 1,458,333

 Restricted stock award shares

 4,976,852

 4,976,852

 4,976,851

 14.
 Commitments and Contingencies

 At
December 31, 2023, there was no commitment and contingency to report other than what has been disclosed in this report.

 Page F- 18

 15.
 Income Taxes

 The
Company and its subsidiaries file separate income tax returns.

 Income
tax recovery differs from that which would be expected from applying the effective tax rates to the net loss for the year ended December
31, 2023 and 2022 for the Company as follows:

 Schedule of Effective Tax Rates

 Year Ended Dec 31, 2023

 Year Ended Dec 31, 2022

 Net loss for the year

 $
 ( 2,747,952
)

 $
 ( 222,944
)

 Statutory and effective tax rate

 %

 %

 Income tax recovery at the effective rate

 ( 577,100
)

 ( 49,048
)

 Change in statutory, foreign tax, foreign exchange rates and other

 ( 6,600
)

 -

 Permanent differences

 103,400

 -

 Tax benefit deferred

 480,300

 49,048

 Income tax recovery

 $
 -

 $
 -

 The
Company has accumulated net operating losses for income tax purposes of $ 2,049,049 of which $ 1,340,280 will expire beginning in 2029
and the balance of $ 708,769 is indefinite. The components of the net deferred tax asset at December 31, 2023 and December 31, 2022, the
statutory tax rate and the effective tax rate, and the amount of the valuation, are scheduled below:

 Schedule of Components of the Net Deferred Tax Asset

 Dec 31, 2023

 Dec 31, 2022

 Tax losses carried forward

 $
 4,089,500

 $
 224,419

 Intangible Assets and Goodwill temporary differences

 211,900

 -

 Leases

 49,500

 -

 Net timing differences

 4,350,900

 224,419

 Statutory and effective tax rate

 %

 %

 Deferred tax assets

 913,700

 49,372

 Valuation allowance

 ( 913,700
)

 ( 49,372
)

 Net deferred asset

 $
 -

 $
 -

 The
change in the valuation allowance for the period ended December 31, 2023 was $ 480,300.
The 2022 income tax figures include only those of Lithium Harvest and accordingly, are not comparable to the 2023
income tax numbers.

 The
Company files income tax returns in the United States of America and in the States of Florida and Indiana for Sustainable Projects
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 year ended December 31, 2023 and 2022. Lithium Harvest is subject to a Denmark
corporate income tax rate of 22 %.
The Company is current with all its tax filings.

 16.
 Legal Matters

 The
Company has no known legal issues pending.

 17.
 Subsequent Events

 None.

 Page F- 19

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Not
applicable.

 Item
9A. Controls and Procedures.

 Disclosure
Controls and Procedures

 In
connection with the preparation of this Annual Report on Form 10-K, 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 December 31, 2023. 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.

 Management's
Report on Internal Controls over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act). The Company's internal control over financial reporting is a process designed under the supervision
of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of SPGX's financial statements for external purposes in accordance with US GAAP.

 Because
of 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.

conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023,
based on criteria established in Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO"). As a result of this assessment, management identified material weaknesses in 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.

 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 US 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 December 31, 2023. 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 of December 31, 2022 and December 31, 2021, were not remediated and therefore remained ineffective at December 31, 2023.

 As
a result of the material weakness in internal control over financial reporting described above, management has concluded that, as of
December 31, 2023, SPGX's internal control over financial reporting was not effective based on the criteria in Internal Control
– Integrated Framework issued by COSO.

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

 (i)

 appointing one or more
 outside directors to its board of directors who will also be appointed to the audit committee of the Company resulting in a fully
 functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls 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 US 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 US 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 US GAAP and SEC disclosure requirements.

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

 (i)

 insufficient written policies
 and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
 requirements;

 (ii)

 ineffective controls over
 period end financial disclosure and reporting processes;

 (iii)

 ineffective controls over
 required impairments of intellectual assets; and

 (iv)

 lack of internal control
 over financial reporting in the controls over the accounting treatment of subsequent events.

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

the year ended December 31, 2023, the Company and its management worked to implement the following changes in the Company's internal
control over financial reporting:

 the
 Company initiated planning for the creation of an audit committee; and

 the
 Company appointed Stefan Muehlbauer as Secretary to assist the board in its control function.

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

 Changes
in Internal Control over Financial Reporting

 There
were no changes (other than as described above) in the Company's internal control over financial reporting (as defined in
Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2023, that materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.

 Item
9B. Other Information

 During the three months ended December 31, 2023, 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).

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 Item
10. Directors, Executive Officers, and Corporate Governance.

 The
names, ages and positions of our directors and executive officers as of March 1, 2023, are as follows:

 Name

 Age

 Position

 Chairman, President,
 Chief Executive Officer and Director

 Chief Financial Officer
 and Director

 Paw Juul

 Chief Technology Officer
 and Director*

 *
Mr. Juul's appointment as a director is effective 10 days following the mailing of an information statement that satisfies the
requirements of Rule 14F-1 under the Exchange Act to the Company's stockholders.

 Sune
Mathiesen. Mr. Mathiesen has served as the Chairman, President, Chief Executive Officer and a director of the Company since February
14, 2023. Prior to joining the Company, Mr. Mathiesen served as the President and Chief Executive Officer of Lithium Harvest since August
2020. Prior to co-founding Lithium Harvest, Mr. Mathiesen served as Chief Executive Officer and a Director of LiqTech International Inc.
(Nasdaq: LIQT) from July 2014 to May 2022. Mr. Mathiesen has also served as a CEO and Director of Masu A/S, a Danish company, since February
2013. He is the owner and Chief Executive Officer of Sune Mathiesen Holding ApS, which he founded in August 2020, and Masu Consult ApS,
which he founded in January 2018. He previously served as CEO and Director of Provital A/S from June 2012 to August 2015. Before that
he served as Country Manager of Broen Lab Group from July 2010 to May 2011 and as Country Manager of GPA Flowsystem from August 1997
to June 2010. Mr. Mathiesen has been working hands-on with technical products within the valves and fittings industry for the past 20
years. He has a degree in commercial science from Via College in Randers, Denmark. The Board has concluded that Mr. Mathiesen should
serve as a director because his significant experience in management and business development enables him to make valuable contributions
to the Board.

Muehlbauer. Mr. Muehlbauer has been the Chief Executive Officer of the Company since May 2018, the Chief Financial Officer of
the Company from January 2018 to May 2018 and since July 2018, the Chief Communications Officer and a director of the Company since February
2017, and the Treasurer and Corporate Secretary of the Company since January 2018. Mr. Muehlbauer also has served as Chief Executive
Officer of Arma Communications Inc., a business development and marketing agency, since 2013. Previously, Mr. Muehlbauer held positions
with several leading investment banks in Europe, including as the Chief Operating Officer at Silvia Quandt & Cie AG, where he was
responsible for building up the institution's research and corporate finance activities. Mr. Muehlbauer received his degree in
Finance from the University of Miami. The Board has concluded that Mr. Muehlbauer should serve as a director because of his significant
business experience, investment banking background and knowledge of financial markets.

 Paw
Juul. Mr. Juul has served as the Chief Technology Officer of the Company since February 14, 2023. Prior to joining the Company,
Mr. Juul served as the Chief Technology Officer of Lithium Harvest since August 2020. Prior to co-founding Lithium Harvest, Mr. Juul
served as the Chief Executive Officer of LiqTech Water A/S, a subsidiary of LiqTech International Inc. from September 2014 until March
2022. Mr. Juul co-founded Pivotal A/S in 2009 and served as its Chief Technology Officer until August 2014. Mr. Juul has also been the
Chief Executive Officer of QLT Water ApS since May 2022 and FENO Holding ApS since January 2018. Mr. Juul has extensive experience in
new business development, specifically in the water treatment industry. Mr. Juul holds a master's degree in Biomedical Engineering
from Aalborg University in Aalborg, Denmark. The Board has concluded that Mr. Juul should serve as a director because his significant
experience in management, business development and the water treatment industry enables him to make valuable contributions to the Board.

 Nomination
Procedure for Directors

 The
Company does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by
the board of directors. The Company has not adopted a policy that permits shareholders to recommend candidates for election as directors
or a process for shareholders to send communications to the board of directors.

 Audit
Committee Financial Expert

 The
Company has no audit committee financial expert. Given the Company's limited financial resources, the Company's Board of
Directors has determined that the cost of identifying and appointing a director who would qualify as an audit committee financial expert
outweighs the benefits of having an audit committee financial expert.

 Identification
of Audit Committee

 The
Company does not have a separately designated standing audit committee. Rather, the Company's entire board of directors
performs the required functions of an audit committee. See "Director Independence" under Part III, Item 13. Certain Relationships and Related Transactions, and Director
Independence below for more information on independence.

 The
Company's board of directors is responsible for: (1) selection and oversight of the Company's independent accountant; (2) establishing
procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by the Company's employees of concerns regarding accounting and auditing
matters; (4) engaging outside advisors; and, (5) funding the outside auditor and any outside advisors engaged by the audit committee.

 As
of the date of this Annual Report on Form 10-K, the Company did not have a written audit committee charter or similar document.

 Code
of Ethics

 The
Company has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See
Exhibit 14 – Code of Ethics for more information. The Company undertakes to provide any person with a copy of its financial code
of ethics free of charge. Please contact the Company at 305-814-2915 to request a copy of the Company's financial code of ethics.
Management believes the Company's financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical
conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt
internal reporting of code violations; and provide accountability for adherence to the code.

 Item
11. Executive Compensation.

 Summary
Compensation Table

 The
following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded
to, earned by, or paid to our named executive officers for fiscal 2023 and 2022.

 Name
 and principal position (a)

 Year
 (b)

 Salary
 ($) (c)

 Bonus
 ($) (d)

 Stock
 Awards ($) (e)

 Option
 Awards ($) (f)

 Non-
 Equity Incentive Plan ($) (g)

 Non-
 qualified Deferred Compensation Earnings ($) (h)

 All
 other compensation ($) (i)

 Total
 ($)
 (j)

 Sune
 Mathiesen, CEO

 *2023

 285,020

 Nil

 300,000

 nil

 nil

 nil

 nil

 600,000

 *2022

 nil

 Nil

 nil

 nil

 nil

 nil

 nil

 nil

 Paw Juul,
 CTO

 2023

 285,020

 Nil

 300,000

 nil

 nil

 nil

 nil

 600,000

 2022

 nil

 nil

 nil

 nil

 nil

 nil

 n il

 nil

 Muehlbauer, CEO

 2023

 120,625

 nil

 125,000

 nil

 nil

 nil

 nil

 250,000

 2022

 nil

 nil

 nil

 nil

 nil

 nil

 nil

 40,500

 *In 2022, the Company incurred management fees from a company controlled by Sune Mathiesen of $108,190. In 2023, the Company incurred additional management fees from a company controlled by Sune Mathiesen of $83,000.

 Amounts in the "Stock Awards" column reflect the aggregate grant date fair value of RSUs computed in accordance with Financial Accounting
Standards Board ASC Topic 718. Disclosure of the relevant assumptions related to the valuation of awards is provided in Note 13.

 Outstanding
Equity Awards at Fiscal Year-End

 Stock Awards

 Number of shares or units of stock that have not vested

 Market value of shares or units of stock that have not vested

 Equity incentive plan awards: number of unearned shares, units or other rights that have not vested

 Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested

 Name

 (#)

 (#)

 (#)

 ($)

 (a)

 (g)

 (h)

 (i)

 (j)

 6,111,111

 $
 1,772,222

 nil

 nil

 1,736,111

 $
 503,472

 nil

 nil

 Paw Juul

 5,625,000

 $
 1,631,250

 nil

 nil

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

 Restricted
stock and RSU awards are subject to vesting spread over time at the discretion of the committee administering the Incentive Plan. Upon
the vesting of RSUs and the Company's determination that any necessary conditions precedent to the release of vested shares have
been satisfied, such vested shares will then be made available to the participants. Except as otherwise provided in the Incentive Plan
or award agreement, the participants with a restricted stock award shall have all the rights of a stockholder, including the right to
vote the shares of restricted stock. The RSU awards granted on May 10, 2023 provide that the recipients do not have rights of a stockholder
prior to vesting. The fair value of the Company's common stock on the grant date was $0.072 per share. At December 31, 2023, the
stock based compensation expense was $492,708. The table below sets forth the vesting schedule with respect to the RSUs granted on May
10, 2023.

 Vesting Schedule (Number of Shares)

 Name

 Title

 Total RSUs

 May 10, 2024

 May 10, 2025

 May 10, 2026

 CEO, Director

 6,111,111

 Paw Juul

 CTO, Director

 5,625,000

 CFO

 1,736,111

 578,704

 578,704

 578,703

 Kristian Jensen

 Director

 1,458,333

 4,976,852

 4,976,852

 4,976,851

 Director
Compensation

 Fees
 earned or paid in cash

 Stock
 awards

 Total

 Name

 ($)

 ($)

 ($)

 (a)

 (b)

 (c)

 (h)

 Kristian
 Jensen

 nil

 $
 105,000

 $
 105,000

 For
the year ending December 31, 2023, the Company had one independent director, Kristian Jensen. As part of the equity awards program described
above, Mr. Jensen received 1,458,333 RSUs, which had a grant date fair value of $105,000.

 Employment
Agreements

 In
connection with the Exchange Transaction, the Company entered into employment agreements with each of Sune Mathiesen, Stefan Muehlbauer
and Paw Juul to serve as the Chief Executive Officer, Chief Financial Officer and the Chief Technology Officer, respectively, of the
Company.

 Transition
Employment Agreement with Sune Mathiesen

 On
February 14, 2023, we entered into an executive service agreement with Mr. Mathiesen, effective as of January 14, 2023, providing for
his employment as our Chief Executive Officer (the "CEO Agreement").

to the CEO Agreement, Mr. Mathiesen is entitled to an initial annual base salary of $300,000 and annual pension contributions that
amount to 10% of Mr. Mathiesen's annual base salary. The CEO 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 annual base salary pursuant to a separate stock grant agreement. Under the CEO Agreement, Mr. Mathiesen
is also entitled to a company car, and we will pay for all expenses related to such company car. During the year ended December 31,
2023, Mr, Mathiesen did not receive a company car.

 The
CEO Agreement is non-terminable until December 31, 2025, after which date, upon providing 12 months advance notice, the CEO Agreement
may be terminated by either Mr. Mathiesen or us.

 The
CEO Agreement contains a perpetual confidentiality requirement.

 U.S.
Employment Agreement with Sune Mathiesen

 Upon
Mr. Mathiesen's relocation to the U.S., we intend to enter into a new executive employment agreement with him to replace the CEO
Agreement and provide for Mr. Mathiesen's continued employment as our Chief Executive Officer (the "U.S. CEO Agreement")
through December 31, 2025 (the "U.S. CEO Agreement Expiration Date"), except upon the earlier termination of the U.S. CEO
Agreement as discussed below. Following the U.S. CEO Agreement Expiration Date, the U.S. CEO Agreement may be terminated by Mr. Mathiesen
or us for any reason.

to the U.S. CEO Agreement, Mr. Mathiesen is entitled to an annual base salary of approximately $300,000 and is eligible to
participate in our retirement plan, subject to the eligibility terms and conditions of such plan. The U.S. CEO 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 U.S.
CEO Agreement, Mr. Mathiesen also is: (i) entitled to a company car, and we pay 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 us,
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 $5,000 per month.

to the U.S. CEO Agreement, if Mr. Mathiesen's employment is involuntarily terminated by us 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 U.S. CEO Agreement Expiration Date, or, if such termination occurs after
the U.S. CEO Agreement Expiration Date, his then current base monthly salary for a period of 12 months following his date of termination.

 For
purposes of the U.S. CEO Agreement, "Cause" means: (i) any act by Mr. Mathiesen that is materially detrimental to our 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 us or otherwise likely to cause material harm to us or our reputation; (iii) a material violation by Mr. Mathiesen of our written
policies, codes of conduct or direction of our board of directors; (iv) wrongful appropriation by Mr. Mathiesen of our funds or property
or other material breach of Mr. Mathiesen's fiduciary duties to us; or (v) the material breach of the U.S. CEO Agreement by Mr.
Mathiesen, or any other written agreement between us and Mr. Mathiesen.

 For
purposes of the U.S. CEO 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 us 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
U.S. CEO Agreement requires 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.

 Employment
Agreement with Stefan Muehlbauer

 On February 14, 2023,
we entered into an executive employment agreement with Stefan Muehlbauer providing for his employment as our Chief Financial Officer
(the "CFO Agreement"), or such other role as determined by us from time to time, through February 14, 2024 (the "CFO
Agreement Term"), except upon the earlier termination of the CFO Agreement as discussed below. Since the expiration of the CFO
Agreement, Mr. Muehlbauer and the Company have started negotiating a new employment agreement while continuing to perform under the terms
of the CFO Agreement.

 Pursuant to the CFO Agreement, Mr. Muehlbauer was entitled to an annual base salary of $125,000 and was eligible
to participate in our benefit plan, subject to the eligibility terms and conditions of such plans or programs. The CFO Agreement also
indicates that Mr. Muehlbauer was eligible to receive a one-time cash bonus of $25,000 at the end of the CFO Agreement Term. The cash bonus has not been awarded as of April 4, 2024.

 The CFO Agreement may be terminated by either Mr. Muehlbauer or us, if either party provides 30 days' advance
notice. Further, we may terminate the CFO Agreement immediately without notice if Mr. Muehlbauer is in breach of the CFO Agreement or
for other serious cause.

 The CFO Agreement required Mr. Muehlbauer to enter into a confidentiality and restrictive covenant agreement, which
contained a 12 month post-termination non-solicitation requirement, a 24 month post-termination non-disparagement requirement, a 12 month
post-termination, non-competition requirement, and a perpetual confidentiality requirement, among other terms and conditions.

 For
purposes of the U.S. CFO Agreement, "Disability" means the inability of Mr. Muehlbauer to perform on a full-time basis the
duties and responsibilities of Mr. Muehlbauer's employment with us by reason of Mr. Muehlbauer'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. Muehlbauer returns to full time work for a continuous period
of at least 30 days.

 The
U.S. CFO Agreement requires Mr. Muehlbauer 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.

 Transition
Employment Agreement with Paw Juul

 On
February 14, 2023, we entered into an executive service agreement with Mr. Juul, effective as of January 14, 2023, providing for his
employment as our Chief Technology Officer (the "CTO Agreement").

to the CTO Agreement, Mr. Juul is entitled to an initial annual base salary of approximately $300,000 and annual pension contributions
that amount to 10% of Mr. Juul's annual base salary. The CTO Agreement also indicates that Mr. Juul 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 annual base salary pursuant to a separate stock grant agreement. Under the CTO Agreement, Mr. Juul is also entitled to a
company car, and we will pay for all expenses related to such company car.

 The
CTO Agreement is non-terminable until December 31, 2025, after which date, upon providing 12 months advance notice, the CTO Agreement
may be terminated by either Mr. Juul or us.

 The
CTO Agreement contains a perpetual confidentiality requirement.

 U.S.
Employment Agreement with Paw Juul

 Upon
Mr. Juul's relocation to the U.S., we intend to enter into a new executive employment agreement with him to replace the CTO Agreement
and provide for Mr. Juul's continued employment as our Chief Technology Officer (the "U.S. CTO Agreement") through
December 31, 2025 (the "U.S. CTO Agreement Expiration Date"), except upon the earlier termination of the U.S. CTO Agreement
as discussed below. Following the U.S. CTO Agreement Expiration Date, the U.S. CTO Agreement may be terminated by Mr. Juul or us for
any reason.

to the U.S. CTO Agreement, Mr. Juul will be entitled to an annual base salary of $300,000 and will be eligible to participate in our
retirement plan, subject to the eligibility terms and conditions of such plan. The U.S. CTO Agreement also indicates that Mr. Juul 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 U.S. CTO Agreement, Mr. Juul also will
be: (i) entitled to a company car, and we will pay for all expenses related to such company car; (ii) the reimbursement of reasonable
moving costs to the Houston area; and (iii) for so as Mr. Juul remains employed by us, for up to the initial two consecutive years following
the date Mr. Juul relocates to the Houston area, reimbursement for reasonable housing costs in the Houston area, up to a total amount
of $5,000 per month.

to the U.S. CTO Agreement, if Mr. Juul's employment is involuntarily terminated by us 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 U.S. CTO Agreement Expiration Date, or, if such termination occurs after the U.S. CTO
Agreement Expiration Date, his then current base monthly salary for a period of 12 months following his date of termination.

 For
purposes of the U.S. CTO Agreement, "Cause" means: (i) any act by Mr. Juul that is materially detrimental to our 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. Juul related to or connected with Mr. Juul's employment by us or otherwise likely
to cause material harm to us or our reputation; (iii) a material violation by Mr. Juul of our written policies, codes of conduct or direction
of our board of directors; (iv) wrongful appropriation by Mr. Juul of our funds or property or other material breach of Mr. Juul's
fiduciary duties to us; or (v) the material breach of the U.S. CTO Agreement by Mr. Juul, or any other written agreement between us and
Mr. Juul.

 For
purposes of the U.S. CTO Agreement, "Disability" means the inability of Mr. Juul to perform on a full-time basis the duties
and responsibilities of Mr. Juul's employment with us by reason of Mr. Juul'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. Juul returns to full time work for a continuous period of at least 30 days.

 The
U.S. CTO Agreement requires Mr. Juul 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.

 Item
12. Security Ownership of Certain Beneficial Holders and Management and Related Stockholder Matters.

 Equity
Compensation Plan Information

 The following table sets forth information regarding outstanding grants and shares available for grant under
our 2023 Equity Incentive Plan.
All information is as of December 31,
202 3.

 Plan category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 nil

 $
 nil

 nil

 Equity compensation plans not approved by security holders

 14,930,555
 (1)

 nil
 (2)

 30,069,445
 (3)

 Total

 14,930,555

 $
 nil

 30,069,445

 (1)
Represents shares that may be issued pursuant to outstanding RSUs granted under the Incentive Plan. The settlement of these RSU awards
is subject to stockholder approval.

 ( 2) The
RSUs, once vested, convert into shares of our common stock on a one-for-one basis for no additional consideration.

 (3) Represents
shares available for future issuance under the 2023 Equity Incentive Plan.

 On
August 22, 2023, the Company's board of directors approved the 2023 Equity Incentive Plan, pursuant to which. the Company is
authorized to grant options and other stock-based awards to executive officers, directors, employees and consultants enabling them
to acquire up to 45,000,000 shares of common stock of the Company. Any shares subject to an award under the Incentive Plan that
expires, is cancelled or forfeited, is settled for cash or otherwise does not result in the issuance of all of the shares subject to
such award shall, to the extent of such cancellation, forfeiture, expiration, cash settlement or non-issuance, again become
available for awards under the Incentive Plan. In addition, if (i) payment of the exercise price of any award or satisfaction of any
tax withholding obligations arising from any award is made through the tendering of shares or by the withholding of shares by the
Company, or (ii) any shares are repurchased by the Company with proceeds received from the exercise of a stock option issued under
the Incentive Plan, then the shares so tendered, withheld or repurchased shall become available for awards under the Incentive
Plan.

 The exercise price of each option equals the market price of the
Company's shares of common stock as calculated on the date of the grant. The maximum term and/or vesting period shall not be
more than ten years from the grant date. The vesting period for all options is at the discretion of the board of directors of the
Company and shall not be more than ten years from the grant date. The options are non-transferable.

 Restricted
stock and RSU awards are subject to vesting spread over time at the discretion of the committee administering the Incentive Plan. Upon
the vesting of RSUs and the Company's determination that any necessary conditions precedent to the release of vested shares have
been satisfied, such vested shares will then be made available to the participants. Except as otherwise provided in the Incentive Plan
or award agreement, the participants with a restricted stock award shall have all the rights of a stockholder, including the right to
vote the shares of restricted stock. The RSU awards granted on May 10, 2023 provide that the recipients do not have rights of a stockholder
prior to vesting, and the settlement of these RSU awards is subject to stockholder approval.

 Beneficial Ownership of Securities

 The
following table sets forth information regarding the beneficial ownership of our common stock on April 4, 2024 by (a) each person who
is known by us to beneficially own 5% or more of our common stock, (b) each of our directors and executive officers, and (c) all of our
directors and executive officers as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide
that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security,
which includes the power to dispose of or to direct the disposition of the security or the right to acquire such powers within 60 days.
In computing the number of shares of our common stock beneficially owned by a person or entity and the percentage ownership, the Company
deemed outstanding shares of its common stock subject to options held by that person or entity that are currently exercisable or exercisable
within 60 days of April 4, 2024. The Company did not deem these shares outstanding, however, for the purpose of computing the percentage
ownership of any other person or entity. Unless otherwise noted, the address of each beneficial owner is c/o Sustainable Projects Group
Inc., 2316 Pine Ridge Rd #383, Naples, Florida.

 The
beneficial ownership of the Company's common stock is based on 296,190,813 shares of the Company's common stock issued and
outstanding as of April 4, 2024.

 Name

 Number of
 Beneficially
 Owned

 Percentage of
 Beneficially
 Owned (2)

 Greater than 5% Stockholders

 Kestrel Flight Fund LLC (1)

 71,797,703

 24.3
 %

 A NP14 ApS (2)

 21,700,059

 7.3
 %

 Directors and Executive Officers

 Sune Mathiesen (3)

 92,483,587

 31.2
 %

 1,000,000

 0.3
 %

 Paw Juul (4)

 92,483,587

 31.2
 %

 All directors and executive officers as a group (3 persons)

 185,967,174

 62.2
 %

 *

 Less than one percent of
 outstanding shares.

 (1)

 Albert Hanser is the Managing
 Partner of Kestrel Flight Fund LLC. The address of Kestrel Flight Fund LLC is 149 Meadowbrook Road, Weston, Massachusetts 02493.

 (2)

 Aldo Petersen is the managing
 director of A NP14 ApS. The address of A NP14 ApS is Amaliegade 6, DK-1256 K benhavn K.

 (3)

 Consists of 92,483,587
 shares owned directly by Sune Mathiesen Holding ApS. Mr. Mathiesen is the managing director of Sune Mathiesen Holding ApS.

 (4)

 Consists of 92,483,587
 shares owned by FENO Holding ApS. Mr. Juul is the managing director of FENO Holding ApS.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Transactions
with Related Persons

 We
describe below transactions or series of similar transactions, since January 1, 2022, or currently proposed, to which we were a party
or will be a party, in which, the amounts involved exceeded $120,000 or 1% of the Company's total assets, whichever is less; and

 any of our directors, executive
 officers or beneficial holders of more than 5% of any class of our capital stock, or any immediate family member of, or person sharing
 the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

 Transactions
with Directors & Officers

Muehlbauer resigned as a director of the Company on February 14, 2023 and is currently the Chief Financial Officer ("CFO")
of the Company. During the year ended December 31, 2023, the Company incurred management fees to the CFO totaling an aggregate of $120,625.
At December 31, 2023, $140,875 was owing to the CFO for management fees, consisting of current and past due amounts, and $2,020 for reimbursement
of out of pocket expenses.

 On
February 14, 2023, Tiffany Muehlbauer resigned as Chief Technology Officer of the Company. At December 31, 2023, $12,766 was owing to
Ms. Muehlbauer for past due salaries and $25,500 for management fees.

 At
December 31, 2023, the Company owed a company controlled by Stefan Muehlbauer and Tiffany Muehlbauer the amount of $20,647 for office
expenses.

 On
February 14, 2023, Sune Mathiesen became a director and Chief Executive Officer ("CEO") of the Company. During the year ended
December 31, 2023, Lithium Harvest incurred management fees payable to the CEO totaling an aggregate of $285,020 (DKK 1,925,000). At
December 31, 2023, $151,764 (DKK 1,025,000) was owing to the CEO for salaries, and $2,771 (DKK 18,714) for reimbursement of out of pocket
expenses.

 In 2022, the Company incurred management fees from a company controlled by Sune Mathiesen of $108,190. In 2023, the Company incurred additional management fees from a company controlled by Sune Mathiesen of $83,000.

 At
December 31, 2023, a company controlled by the director and CEO was owed $40,425 (DKK 273,027) for out of pocket expenses, current and
past due. 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. During the year ended December 31, 2023, the loans
were repaid.

 On
February 14, 2023, Paw Juul became the Chief Technology Officer ("CTO") of the Company. During the year ended December 31,
2023, Lithium Harvest incurred management fees from the CTO totaling an aggregate of $285,020 (DKK 1,925,000). At December 31, 2023,
$143,895 (DKK 971,850) was owing to the CTO for salaries.

 Securities
Exchange Agreement

 On
February 14, 2023, SPGX entered into the Agreement with Lithium Harvest and the Shareholders. Pursuant to the terms of the Agreement,
the Company acquired all of the outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233
shares of SPGX's common stock. The Exchange Transaction closed on February 14, 2023.

 Following
the issuance to the Shareholders of the shares of the Company's common stock, the Shareholders hold approximately 72% of the outstanding
voting power and capital stock of the Company and the holders of SPGX's common stock prior to the Exchange Transaction hold approximately
3%. The Shareholders include Sune Mathiesen Holding ApS, of which Mr. Mathiesen is the managing director; FENO Holding ApS, of which
Mr. Juul is the managing director; and A NP14 ApS, of which Mr. Petersen is the managing director, which entities hold 31.2%,
31.2% and 7.3%, respectively, of the outstanding voting power and capital stock of the Company. Kestrel Flight Fund LLC, which held a
convertible loan issued by the Company prior to the Exchange Transaction, holds approximately 24.3% of the outstanding voting power and
capital stock of the Company.

 The
Company's Related Party Transactions

 As
described above, Albert Hanser is the Managing Partner of Kestrel Flight Fund LLC and directly or indirectly holds 24.3% of the issued
and outstanding shares in the Company. Kestrel Flight Fund LLC loaned the Company $100,000 pursuant to a Loan Agreement dated July 21,
2021, by and between the Company and Kestrel Flight Fund LLC, which was subsequently amended on June 22, 2022, to increase the loan amount
by $25,000 to a total of $125,000 (the "Loan"). The Loan accrued interest at the rate of 10% per annum and converted into
the Company's common stock upon the effectiveness of the Exchange Transaction.

 Director
independence

 The
Company's board of directors currently consists of Stefan Muehlbauer and Sune Mathiesen. Pursuant to Item 407(a)(1)(ii) of Regulation
S-K of the Securities Act, the Company's board of directors has adopted the definition of "independent director" as
set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. In summary, an "independent director" means a person other than
an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's
board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director.

 As
of the date of the Annual Report on Form 10-K, the Company did not maintain a separately designated audit, compensation or nominating
committee.

 The
Company has also adopted the heightened definitions of independence applicable to members of audit and compensation committees under
the Nasdaq Listing Rules. The Company's board of directors has determined that none of the company's directors as of the
date of this report are "independent" for purposes of 5605(a)(2) of the Nasdaq Listing Rules and the rules applicable to
audit and compensation committee members.

 Item
14. Principal Accounting Fees and Services

 Audit
Fees

 The
aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the Company's
audit of annual financial statements and for review of financial statements included in the Company's Quarterly Reports on Form
10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for
those fiscal years was:

 2023 - $60,000

 2022
- $24,600

 Audit-Related
Fees

 The
aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably
related to the performance of the audit or review of the Company's financial statements and are not reported in the preceding paragraph:

 2023 - $nil

 2022

 Tax
Fees

 The
aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning was:

 2023

 2022

 All
Other Fees

 The
aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other
than the services reported in paragraphs (1), (2), and (3) was:

 2023

 2022

 Item
15. Exhibits, Financial Statement Schedules.

 1.
Financial Statements

 Financial
statements of Sustainable Projects Group Inc. have been included in Item 8 above.

 2.
Financial Statement Schedules

 All
schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions
or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have
been omitted from this Item 15.

 3.
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

 Executive Service Agreement, by and between the Company and Sune Mathiesen, dated as of February 14, 2023, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 14, 2023.

 10.2

 Form of Employment Agreement, by and between the Company and Sune Mathiesen, incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 14, 2023.

 10.3

 Employment Agreement, by and between the Company and Stefan Muehlbauer, dated as of February 14, 2023, incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed February 14, 2023.

 10.4

 Executive Service Agreement, by and between the Company and Paw Juul, dated as of February 14, 2023, incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed February 14, 2023.

 10.5

 Form of Employment Agreement, by and between the Company and Paw Juul, incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K, filed February 14, 2023.

 10.6

 Sustainable Projects Group Inc. 2023 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 22, 2023).

 10.7

 Form of Restricted Stock Unit Award Agreement. (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 22, 2023).

 Code of Ethics, incorporated herein by reference to Exhibit 14 to the Company's registration statement on Form S-1 filed on September 13, 2010.

 21.1

 Subsidiaries of the Registrant, incorporated herein by reference to Exhibit 21.1 to the Company's Current Report on Form 8-K, filed February 14, 2023.

 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.

 Financial statements from
 (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss; (iii) the Consolidated
 Statements of Stockholders' Deficit, (iv) the Consolidated Statements of Cash Flows and (v) the information in Part II, Item 9B. (included)

 Cover Page Interactive

 Signatures

to the requirements of Section 13 or 15(d) 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 person.

 projects Group Inc.

 By:

 /s/

 Name:

 Title:

 President & CEO

 Dated:

 April 4, 2024

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated have signed this report below.

 Signature

 Title

 Date

 /s/

 Chairman,
 President and Chief Executive Officer

 (principal
 executive officer)

 April 4, 2024

 Sune
 Mathiesen

 /s/

 Chief
 Financial Officer

 (principal
 financial and principal accounting officer)

 April 4, 2024

 Muehlbauer