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 utr:acre

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 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: 001-41395

 (Exact
name of Registrant as specified in its Charter)

 Delaware

 83-4600841

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 1033
 George Hanosh Boulevard

 Grants,
 NM

 87020

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (833) 658-1799

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 stock, $0.0001 par value per share

 BGXX

 The
 Nasdaq Stock Market LLC

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

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 Large
 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 Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price
of the shares of common stock on The Nasdaq Stock Market on June 30, 2023, was $ 75,060,837.

 The
number of shares of the registrant's common stock outstanding as of April 11, 2024, was 190,166,318.

 Documents
Incorporated by Reference: Certain portions of the registrant's definitive Proxy Statement for its 2024 Annual Meeting of Stockholders
are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K.

 Table
of Contents

 Page

 References to Bright Green

 ii

 Special Note Regarding Forward-Looking Statements

 ii

 Trademarks and Tradenames

 iii

 Market Data and Forecasts

 iii

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

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

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 i

 References
to Bright Green

 Unless
otherwise indicated in this Annual Report on Form 10-K (this "Annual Report"), "Bright Green Corporation," "Bright
Green," "BGC," "the Corporation," "the Company," "we," "us" and "our"
refer to Bright Green Corporation and its consolidated subsidiary.

 Special
Note Regarding Forward-Looking Statements

 This
Annual Report and the documents incorporated by reference herein may contain "forward-looking statements" within the meaning
of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Our
actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including
those set forth below under Part I, Item 1A, "Risk Factors" in this Annual Report. Except as required by law, we assume
no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. These statements,
which represent our current expectations or beliefs concerning various future events, may contain words such as "may," "will,"
"expect," "anticipate," "intend," "plan," "believe," "estimate"
or other words indicating future results, though not all forward-looking statements necessarily contain these identifying words. Such
statements may include, but are not limited to, statements concerning the following:

 the
 initiation, design, cost, timing, progress and results of, and our expected ability to undertake certain activities and accomplish
 our goals;

 the
 likelihood or timing of any regulatory approval;

 our
 ability to successfully commercialize, and our expectations regarding commercial potential with respect to, our products;

 the
 rate and degree of market acceptance of our products;

 the
 size and growth potential of the markets for our products, and our ability to serve those markets;

 our
 ability to obtain and maintain intellectual property protection;

 interactions
 with regulatory authorities in the United States and foreign countries;

 our
 ability to attract and retain experienced and seasoned scientific and management professionals to lead the Company;

 the
 performance of our third-party suppliers and manufacturers, including our ability to scale-up manufacturing levels as necessary;

 our
 ability to attract collaborators with relevant development, regulatory and commercialization expertise;

 future
 activities to be undertaken by our strategic alliance partners, collaborators and other third parties;

 our
 ability to develop sales and marketing capabilities, whether alone or with potential future collaborators;

 our
 ability to avoid, settle or be victorious at costly litigation with shareholders, former executives or others, should these situations
 arise;

 our
 ability to obtain and deploy funding for our operations and to efficiently use our financial and other resources;

 our
 ability to maintain our listing on The Nasdaq Capital Market;

 our
 ability to continue as a going concern; and

 the
 accuracy of our estimates regarding future expenses, future revenues, capital requirements and need for additional financing.

 ii

 Such
forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or performance
to differ materially from those projected. These statements are only current predictions and are subject to known and unknown risks,
uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements
to be materially different from those anticipated by the forward-looking statements. In addition, historic results of scientific research,
preclinical and clinical trials do not guarantee that future research or trials will suggest the same conclusions, nor that historic
results referred to herein will be interpreted the same in light of additional research, preclinical and clinical trial results. The
forward-looking statements contained in this Annual Report are subject to risks and uncertainties, including those discussed in our other
filings with the United States Securities and Exchange Commission (the "SEC"). Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date hereof. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except
as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information
becomes available in the future.

 Trademarks
and Tradenames

 The
Bright Green logo and other trademarks of Bright Green appearing in this Annual Report are the property of Bright Green. All other trademarks,
service marks and trade names in this Annual Report are the property of their respective owners. Solely for convenience, trademarks and
trade names referred to in this report may appear without the or symbols.

 Market
Data and Forecasts

 Unless
otherwise indicated, information in this Annual Report concerning economic conditions, our industry, and our markets, including our general
expectations and competitive position, market opportunity and market size, is based on a variety of sources, including information from
independent industry analysts and publications, as well as our own estimates and research. Our estimates are derived from industry and
general publications, studies and surveys conducted by third-parties, as well as data from our own internal research. These publications,
studies and surveys generally indicate that their information has been obtained from sources believed to be reliable, although they do
not guarantee the accuracy or completeness of such information, and we have not independently verified industry data from such third-party
sources. While we believe our internal research is reliable and that our internal estimates are reasonable, such research has not been
verified by any independent source and our internal estimates are based on our good faith beliefs as of the respective dates of such
estimates. We are responsible for all of the disclosure in this Annual Report.

 iii

 PART
I

 Item
1. Business.

 Our
Mission and Vision

Green's mission is to be the premier federally-authorized provider of plant-and fungi-based Active Pharmaceutical Ingredients (APIs) in North America. Our
vision is to improve the quality of life across a broad spectrum of demographics through the opportunities presented by medicinal applications
of plant-based products. Our Company's focus is on sustainability, high-tech agriculture, and unlocking the potential
for domestic production of plant-based medicines in the U.S. We plan to conduct significant research and development into the opportunities
presented by medicinal applications of plant-based therapies, alongside human hormone
replacement therapies and anti-aging applications. Our developments and products reflect our commitment to healthcare, reasonable costs for medicines,
and sustainability.

 Overview

 We
are a first-mover in the U.S. federally-authorized cannabis space. BGC is one of a few companies who have received from the U.S.
Drug Enforcement Administration (the "DEA"), a federal controlled substances registration for the bulk manufacturing of
cannabis under DEA Registration No. RB0649383 (the "DEA Registration"), which allows the Company to produce and export
federally legal cannabis, cannabis extracts, and tetrahydrocannabinol in the U.S. We received the DEA Registration on April 28,
2023, pursuant to the Memorandum of Agreement (the "MOA") with the DEA entered into on April 27, 2023, which replaced
the 2021 Memorandum of Agreement (the "2021 MOA") (DEA Document Control Number W20078135E). In May 2023, we received a second DEA Registration for Importing Schedule I Controlled Substances under DEA Registration
No. RB0650754.

 Unlike
state-licensed cannabis companies who engage in commercial sales to consumers, and whose businesses are legal under state law but not
federal law, subject to the milestones and requirements set forth herein, we are authorized by the federal government to sell cannabis
commercially for research and manufacturing purposes, export cannabis for international cannabis research purposes, and sell cannabis
to DEA-registered pharmaceutical companies for the production of medical cannabis products and preparations. Our business activities
under the DEA Registration are subject to applicable federal law and regulations and to our obligations under the MOA we entered into
with the DEA. Our DEA Registration is valid through July 31, 2024. For our cannabis business line, we plan to focus on the development of cannabis strains and sales
of cannabis and hemp products with high contents of CBN (cannabinol) and CBG (cannabigerol).

 In
addition to research and pharmaceutical supply sales, Bright Green will be able to sell certain cannabinoids, such as CBN (cannabinol)
and CBG (cannabigerol) as hemp isolates or extracts, and plans to sell CBN and CBG hemp products to consumers where such products are
fully legal under all applicable laws. On August 9, 2022, the DEA confirmed to BGC that cannabinoids, including, but not limited to CBN/CBG,
which meet the definition of "hemp" by having a Delta-9-tetrahydrocannabinol concentration of not more than 0.3 percent on
a dry weight basis, are outside of the DEA's jurisdiction because they are not controlled under the CSA. Hemp and hemp products
were made legal by the Agriculture Improvement Act of 2018 (the "2018 Farm Bill"), which has been codified in 21 U.S.C. §
802(16)(B)(i), and 7 U.S.C. § 1639 o. This hemp product business line will be in addition to our research and pharmaceutical
cannabis activities conducted under the DEA Registration.

 In
addition to hemp and cannabis, we plan to manufacture additional plant-based medicines derived from controlled substance plants and
fungi, including but not limited to, psilocybin, peyote cactus, and opium poppy as part of our "Drugs Made in America" strategy. In February 2024, we received approval from the
New Mexico Board of Pharmacy to produce additional Schedule I and Schedule II controlled substances at our Grants, NM facility (NM
Board of Pharmacy License Nos. CS02324187 and WD20220144). We have applied for an additional DEA Bulk Manufacturing Registration for
these additional Schedule I and Schedule II controlled substances. Our decision to expand beyond cannabis to other plant-based
medicines is in response to increased demand for additional controlled substances, the growing need to bolster domestic supply and
production of plant based medicines, and the DEA's recent decision to increase quotas for certain psychedelic controlled
substances. Psilocybin, in particular, has received significant media attention in recent years, and clinical trials on the
drug's potential are underway at the Johns Hopkins Center for Psychedelic & Consciousness Research, the University of
California, New York University, the University of Michigan, Yale University, and the Usona Institute, among others. Additionally,
in July 2023, the American Medical Association ("AMA") published language for new Current Procedural Terminology
("CPT") III codes for psychedelic therapies. The codes went into effect on January 1, 2024. These new CPT codes will
facilitate reimbursement and access to FDA-approved psychedelic therapies in the U.S. While no psychedelic-assisted therapy has yet
been approved by the FDA, several potential new drugs are in various phases of clinical trials with the potential for at least one
approval in 2024. The additional DEA Bulk Manufacturing Registration that Bright Green is seeking will allow us to supply the
growing demand for psychedelic and plant-based medicine research, as well as to produce Active Pharmaceutical Ingredients
("APIs") for a number of key pharmaceutical drugs. Given the recent prescription drug shortages experienced both in the
U.S. and in other countries, our additional approval would allow us to meet U.S. demand for these drugs and contribute a consistent
domestic supply of these drugs both for API and for research purposes.

 Because
cannabis, and the other future controlled substances we have applied for DEA Registration to manufacture, are still Schedule I and
Schedule II controlled substances in the U.S., such substances have been historically under-researched. Though the majority of Americans now
live in states where cannabis is legal, the full potential of the cannabis plant (and other controlled substance plants) for
medicinal use remains understudied due to limited access to federally-approved cannabis and other controlled substances. The DEA recently issued a call for more
cannabis research supply based on the increased demand for cannabis research in the U.S. As described herein, on April 28, 2023, we
received the DEA Registration, which allows us to produce federally legal cannabis, cannabis extracts, and tetrahydrocannabinol and
to sell legally within the U.S. to licensed researchers and pharmaceutical companies, in addition to qualifying us to export
cannabis internationally. In January 2024, the DEA increased its quotas not only for cannabis but also for psilocybin and other
psychedelics to meet medical and scientific needs. Our plan to expand our business to include additional controlled substances is in
line with our Company's mission and is in response to increased demand for these historically understudied plant
medicines.

 BGC
must comply with the terms agreed upon pursuant to the MOA which include: submitting an Individual Procurement Quota on or before
April 1 of each year utilizing DEA Form 250; submitting an Individual Manufacturing Quota on or before May 1 of each year utilizing DEA
Form 189; collecting samples of cannabis and distributing them to DEA-registered analytical laboratories for chemical analysis during
the pendency of cultivation and prior to the DEA's taking possession of the cannabis grown; providing the DEA with 15-day advance
written notification, via email, of its intent to harvest cannabis; following the DEA's packaging, labeling, storage and transportation
requirements; distributing DEA's stocks of cannabis to buyers who entered into bona fide supply agreements with the Company; providing
the DEA with 15-day advance written notification of its intent to distribute cannabis; and invoicing the DEA for harvested cannabis that
it intends to sell to the DEA.

 Having
received our DEA Registration for Bulk Manufacturing of cannabis, we are permitted to cultivate and manufacture cannabis, supply cannabis
researchers in the U.S. and globally, and produce cannabis for use in pharmaceutical production of prescription medicines within the
U.S. Our DEA Registration permits our cannabis activities under federal law, which sets BGC apart from most other U.S. cannabis companies.

 We
have assembled an experienced team of medical professionals and researchers, international horticultural growers and experts, and construction
and cannabis production professionals, which we believe position us as a future industry leader in the production of plant-based medicines.

 Background

 BGC
owns a 70-acre parcel of land on agricultural property, which includes an existing 22-acre greenhouse structure. The Company also owns
a 40-acre parcel of land nearby, and holds options for two additional 300-acre properties which are adjacent to the owned properties
(one is known as the "Candelaria" property, and the other is known as the "Azuz" property).

 We
are engaged in a phased, modular development process consisting of the following:

 renovation
 of BGC's existing 22-acre production facility;

 development
 of a 118-acre state-of-the-art agricultural manufacturing and research facility; and

 future
 greenhouse developments.

 When
completed, we believe the project will be one of the nation's largest federally authorized manufacturing and research
facilities for plant-based therapies, supplying researchers across the United States and internationally with high-quality
controlled substances. The facility will be capable of producing up to approximately 100,000 grams of cannabis resin per day with a
concentration of a minimum of 85% useful cannabinoids.

 Phase
1 of the project consists of the renovation of BGC's existing 22-acre production facility to process medicinal plants.

 We
are in the process of completing construction of the 22-acre existing greenhouse to comply with the requirements for Schedule I and Schedule II plant based drugs. Within the first 10-acres of the existing
greenhouse, we will include a two-acre university greenhouse (the "University Greenhouse") to house our cannabis
research, development, cultivation and manufacturing operations.

 In
addition to the existing greenhouse, we plan to construct two new 57-acre greenhouses, one on the Candelaria property and one on the
Azuz property. We have engaged Dalsem Complete Greenhouse Projects, B.V. ("Dalsem") and Universal FAB to complete the construction
of these facilities and have negotiated an agreement with them, which our legal team is drafting.

 BGC
will leverage automation throughout the facility to ensure that all of BGC's processes are reliable and consistent, including
the Visser transplanter robot or Visser potting robot, and automated growing systems. Additionally, we are exploring the use of
artificial intelligence in greenhouse growing and for use in moderating temperature, climate, and growing conditions. New
Mexico's uniquely predictable climate and abundant sunshine make it an ideal setting for cultivation of cannabis and other
medicinal plants in a greenhouse. BGC will use state-of-the-art technology to cultivate controlled substances plants and fungi in an
efficient, standardized, and cost-effective way. The technologies specific to our planned greenhouses include:

 technologically
 advanced greenhouse design, which allows for maximum environmental control, cost-efficiency, and a low carbon footprint;

 environmentally
 sustainable cultivation methodology and practices in harmony with New Mexico's unique climate, using naturally available resources;

 cultivation
 at a large scale to provide consistent, secure supply for researchers and the pharmaceutical industry;

 a
 patented air ventilation system, which uses ambient physical properties to generate optimal indoor conditions based upon the data
 driven growing strategy, with minimum use of energy, which in turn enables the highest yield and quality of crop in the shortest
 time;

 ebb-flood
 irrigation to enable the use of mildew resistant cultivars;

 fully-implemented
 pest/disease scouting system;

 controlled
 output through Pharma grade drying and extraction;

 extraction
 and separation techniques allowing for specific combinations of cannabinoids and other properties from cannabis for targeted therapeutics;
 and

 tamper-proof
 track & trace and record keeping system.

 Our
agricultural property has adequate utilities and water and is ideally situated to cultivate and process controlled substance plants
in harmony with the surrounding environment, using the most advanced technology. We intend to power the newly constructed
greenhouses using solar power. The result will be consistent, pure, high-quality cannabis, cannabis extracts, and other controlled substances that will provide
consistent, safe inventory for researchers around the nation.

 Planned
Business Lines

 Domestic
Cannabis for U.S. Researchers and Registered Manufacturers

 We
plan to sell cannabis to research institutions, pursuant to our DEA Registration. Sales of THC cannabis products will be made only
via bona fide supply agreements from existing DEA registrants, and will not be sold directly to consumers under current scheduling
rules.

 Our
DEA Registration permits us to supply DEA-registered research institutions with cannabis that contains high levels of THC. Additionally,
we plan to conduct in-house research at our own facilities and have submitted an application to become a DEA Schedule I Controlled Substance
Registered Researcher. Our DEA Registration will also allow us to provide our products to in-house researchers, which we believe will
allow us to conduct cutting edge research into plant-based therapies using cannabis. We have been granted several patents for cannabis
based products. See "Business-Intellectual Property".

 Given
the competitiveness of the process to obtain a DEA Registration to cultivate and process cannabis, and the continued federal illegality
of cannabis in the U.S., we believe we will be uniquely positioned to capture significant parts of the cannabis research supply market.
The market for clinical research has grown dramatically over the past decades, and we project cannabis research to take a similar trajectory.

 Cannabis
for International Export

 Our
DEA Registration allows us to export cannabis to researchers internationally. Given our state-of-the-art facility in development, as
well as the cannabis manufacturing expertise of our team, the unique climate of New Mexico and its suitability for a cannabis crop, we
anticipate significant demand for our high-quality cannabis products from international markets.

 Cannabis
for U.S. Pharmaceutical Production - CBN and CBG

 Our
DEA Registration permits us, subject to requisite terms and conditions, to sell cannabis to DEA-registered pharmaceutical companies to produce medicinal cannabis or cannabis preparations,
and we can also sell CBN and CBG to other companies developing products. There is significant potential for revenue from pharmaceutical
companies that currently manufacture or desire to manufacture drugs containing cannabis extracts, either on an over-the-counter or on
a prescription basis, and we anticipate a significant demand for CBN and CBG for the development of other products.

 CBG
and CBN are cannabinoids, like CBD, which can be extracted from the cannabis plant. The CBG and CBN extracts that we plan to produce
would be sold to pharmaceutical companies and other market participants. We are in preliminary discussions with several pharmaceutical
companies in connection with proposed supply contracts for CBN and CBG high-grade oil extracts, to be used in healthcare, hormone balance
and anti-aging studies. We plan to distinguish ourselves by focusing on the CBN and CBG cannabinoids, which offer alternative health
and wellness benefits to CBD. By focusing on cannabis-derived CBN and CBG rather than hemp-derived CBD, we will leverage the potential
growth opportunity offered by these alternative compounds. The cannabis plant contains hundreds of cannabinoids and other compounds,
and due to the ongoing federal illegality, severely restricting research on these components, many believe that there is health and wellness
potential in some of these plant derivatives that has not yet been studied.

 On
August 9, 2022, the DEA confirmed to BGC that cannabinoids, including, but not limited to CBN and CBG, which meet the definition of "hemp"
by having a Delta-9-tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis, are outside of the DEA's
jurisdiction because they are not controlled under the CSA. Hemp and hemp products were made legal by the 2018 Farm Bill, which has been
codified in 21 U.S.C. § 802(16)(B)(i), and 7 U.S.C. § 1639 o. This hemp product business line will be in addition to
our research and pharmaceutical cannabis sales conducted under the DEA Registration for the Bulk Manufacturing.

 FDA
Supply

 The
U.S. Food and Drug Administration (the "FDA") has stated that it recognizes that there is significant interest in the development of therapies and other consumer products derived
from cannabis. The FDA has stated that it is committed to protecting the public health while also taking steps to improve the efficiency
of regulatory pathways for the lawful marketing of appropriate cannabis and cannabis-derived products. The FDA has stated that it is
working to answer questions about the science, safety, and quality of products containing cannabis and cannabis-derived compounds. BGC
will be well-positioned to act as a partner to the FDA as it advances these efforts, and we will be one of the few federally registered
suppliers of cannabis available to the FDA for any of its research or exploration efforts in the space. As noted elsewhere, it is also
possible that the FDA may move forward with regulating cannabis products, which could materially affect our business plan depending on
what the future regulatory requirements would be. Moreover, there is no guarantee that the FDA will find our products safe or effective
or grant us the required approvals under the FDCA, which may inhibit our business prospects even in the case that the federal government
were to legalize cannabis.

 CBG
and CBN Hemp Products to Consumers

 We
plan to sell high-grade CBN and CBG cannabis-derived, hemp isolate products directly to consumers. On August 9, 2022, the DEA
confirmed to BGC that cannabinoids, including, but not limited to CBN/CBG, which meet the definition of "hemp" by having
a Delta-9-tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis, are outside of the DEA's
jurisdiction because they are not controlled under the CSA. Hemp and hemp products were made legal by the 2018 Farm Bill, which has
been codified in 21 U.S.C. § 802(16)(B)(i), and 7 U.S.C. § 1639 o. This hemp product business line will be in
addition to our research and pharmaceutical cannabis sales conducted under our DEA Registration.

 "Drugs Made in America"
Plant-Based Controlled Substances for U.S. Researchers and Registered Manufacturers

 We
are seeking an additional DEA Registration to Bulk Manufacture additional Schedule I and Schedule II controlled substances as part
of our "Drugs Made in America" strategy. We have already secured State of New Mexico Board of Pharmacy approval for
production of these additional controlled substances, and have submitted our application to DEA for Registration for Bulk
Manufacturing of these additional substances. Prior to commencing these operations for the new controlled substances, we will need
DEA's approval. Sales of these controlled substance products will be made only via bona fide supply agreements from existing
DEA registrants. Our additional DEA Registration would permit us to supply DEA-registered research institutions investigating the
medicinal and therapeutic potential of plant- and fungi-derived controlled substances. The market for clinical research for
psychedelic and plant-based drugs has grown significantly over the past decades, and our planned business line would meet this new
demand.

 BGC
has applied for DEA Registration to Bulk Manufacture the following controlled substances as part of our "Drugs Made in America"
plan:

I

 Ibogaine;

 Mescaline;

 Morphine-N-oxide;

 Morphine
 Methylbromide;

 Morphine
 Methylsulfonate;

 Peyote;

 Psilocybin;
 and

 Psilocyn.

II

 Morphine;

 Opium
 Poppy;

 Poppy
 Straw;

 Raw
 Opium;

 Opium
 Extracts;

 Oxycodone;

 Powdered
 Opium;

 Granulated
 Opium;

 Tincture
 of Opium;

 Opium
 Fluid Extracts;

 Poppy
 Straw Concentrate;

 Opium
 combination product; and

 Thebaine.

 Production
Capabilities

 BGC
has adopted a phased approach to increase production on its site in Grants, New Mexico. In the first phase, the existing 22-acre
Venlo greenhouse has been renovated, subject to additional construction needed to comply with the requirements for Schedule I and
Schedule II plant based drugs. and an initial 10-acres will be prepared for operations. The University Greenhouse will be contained
within those first 10-acres. Subsequently, both of the two larger greenhouses will be built in Phase 2.

 Timeline

 We
are in process of completing construction on the existing 22-acre Venlo greenhouse to comply with the requirements for Schedule I
and Schedule II plant based drug manufacture pursuant to the DEA Registration. The University Greenhouse will be located within the first 10-acres of the existing Venlo
greenhouse and the 10-acre facility will provide the initial supply of cannabis and cannabis extracts. Our first harvest will be
complete approximately two months from the first planting. We plan to implement a phased approach to the build out of Phase 1 and
Phase 2 and to plant intermittently as phases of each greenhouse reach completion. The addition of the "Drugs Made in
America" plan controlled substances, contingent upon receiving all necessary approvals, will be built out modularly in
response to demand for particular controlled substances.

 Based
on the targeted production plan, BGC will have capacity for the following outputs once all of the greenhouse facilities are complete:

 50,000
 cannabis plants in the facility at all times and at different maturity levels;

 annual
 harvested plants approximately 300,000 (multiple harvests per year); and

 capacity
 to process 5,000 lbs. of plant material per day, using supercritical CO2 extraction.

 BGC
plans to cultivate cannabis and focus on the production of dried flower, and oils and marijuana extracts. BGC may also produce edibles
which contain extracts, if permitted by DEA regulations and requested by customers. In addition to cannabis, we will have a separate area for controlled substance cactus cultivation, and a separate
controlled area for mushroom propagation. Each controlled substance will have a separate area for propagation or cultivation.

 The
BGC process draws on expertise from Controlled Environmental Agriculture Design, by Larssen ("Larssen"), who have completed
over 50 fully legal cannabis projects in jurisdictions throughout the world, including Canada, Australia and Denmark. BGC is in discussions
to enter into a supply agreement with cannabis tissue supplier Nordic Supreme. Following execution of a definitive supply agreement,
Nordic Supreme will supply BGC with proven cannabis genetics from their facilities in Denmark.

 BGC
will engage Larssen for consulting and the development of best practices for our cultivation and manufacturing operations. Larssen will
provide BGC with technical design services related to the greenhouse retrofit and construction in Grants, New Mexico. The scope of our
engagement with Larssen will be tailored to support and complement Dalsem and Universal FAB. Larssen consulted on the retrofit for the
existing 22-acre greenhouse and will consult on the Dalsem build of the two new greenhouses. Larssen will then implement a Quality Management
System, along with the applicable documents, forms, logbooks, and SOPs required to achieve GACP/GMP and DEA compliance.

 Dalsem
and Universal FAB will be BGC's principal suppliers of the greenhouse building materials which will include hot dipped galvanized
steel, aluminum system profiles for the outside cladding and horticultural glass as covering. Dalsem and Universal FAB will also provide
irrigation building materials and components for building the Visser Transplanter. There could be price fluctuations for these materials
depending on the cost of raw materials like steel, glass, and aluminum. PlantLogic will supply plastic pots and water collection for
the coco peat insert material to grow plants, and Fertoz will provide organic soil for our facility. Octillo Lumber supplied the steel
mesh, and barbed wire for the property's perimeter fence.

 Intellectual
Property

 BGC
holds four issued patents, and other approved patent applications, applications pending review and applications submitted for review.
The patents held by the Company are: Patent No. 10,668,045 for topical massage oil and cream containing CBD, CBN, Curcumin and Boswellia
Resin; Patent No. 10,946,307 Extraction of Cannabinoids, Curcuminoids and Ginsenosides; Patent No. 10,946,308 Enzymatic Method for Extraction
and Purification of Phytocannabinoids; and Patent No. 11,197,833 Fortified CBD oil for treatment of PTSD.

 Patents
Issued

 Patent Name

 Type of Patent Protection (composition of matter, method, or use)

 Patent Number

 Expiration Date

 Jurisdiction

 Topical massage oil and cream containing CBD, CBN, Curcumin and Boswella Resin

 Method & Composition

 10,668,045

 7/12/2039

 U.S.

 Extraction of Cannabinoids, Curcuminoids and Ginsenosides

 10,946,307

 7/12/2039

 U.S.

 Enzymatic Method for Extraction and Purification of Phytocannabinoids

 10,946,308

 7/12/2039

 U.S.

 Fortified CBD oil for treatment of PTSD

 11,197,833

 7/12/2039

 U.S.

 Patent
Applications Submitted

 Patent Application Name

 Type of Patent Protection (composition of matter, method, or use)

 Patent Application Number

 Patent Application Filing Date

 Jurisdiction

 Fortified CBD oil for Treatment of PTSD

 Composition

 17/523,464

 November 10, 2021

 U.S.

 Dissolution of Curcuminoids from Turmeric in Cannabis oil

 Method & Composition

 63/279,396

 U.S.

 Fortified cannabis oil and beverages containing cannabis oil and curcuminoids

 63/279,406

 U.S.

 Fortified Cannabis Oil Topical Preparations for Dermal (Skin) Health

 63/279,413

 U.S.

 Chromatographic separation of THC, CBD and other cannabinoids

 63/279,419

 U.S.

 Cannabinoid Mixture

 Method & Composition

 63/279,369

 U.S.

 Chromatographic separation of THC, CBD and other cannabinoids

 63/279,428

 U.S.

 Method for enriching Cannabinol (CBN) in Cannabis oil

 63/279,442

 U.S.

 Generation of new varieties of cannabis by ethyl methane sulfonate (EMS) Mutagenesis of cannabis seeds

 63/279,446

 U.S.

 Selection of new varieties of cannabis through somatic embryogenesis

 63/279,451

 U.S.

 Fortified cannabis oil for treating sleep disorders

 63/279,456

 U.S.

 Selection of New Varieties of Cannabis Plants expressing Cannabinoids by Cell Culture

 16/594,714

 December 2022

 U.S.

 Current
Licenses Held

 DEA
Registration

 In
April 2023, BGC received its DEA Registration for Schedule I Controlled Substances Bulk Manufacturing of Cannabis. The Company's
DEA Registration Number is RB0649383. The expiration date of the DEA Registration is 7/31/2024. In April 2023, BGC also entered into
a new MOA, governing the terms of its cannabis activities. Previously, the Company had entered into an MOA with DEA in 2021 which was
subsequently updated this year with similar terms. The newer MOA includes an Addendum stating certain conditions for the Company's
hemp activities, and also specifies that the Company's hemp activities are not subject to the terms or requirements of the MOA.

 The
MOA with the DEA is effective for a one-year term, renewable for up to four additional one-year terms.

 In
May 2023, BGC received a second DEA Registration for Importing Schedule I Controlled Substances (DEA Reg. No. RB0650754).

 Current
Licenses

 As
described above, BGC holds two DEA Registrations: in April 2023, BGC received its DEA Registration for Schedule I Controlled
Substances Bulk Manufacturing (DEA Reg. No. RB0649383). In May 2023, BGC received a second DEA Registration for Importing Schedule I
Controlled Substances (DEA Reg. No. RB0650754).

 On
July 23, 2020, BGC received approval from the State of New Mexico Board of Pharmacy to conduct Controlled Substances Manufacturing of
Cannabis Products in the state, pursuant to receiving approval from the DEA to do so. License No. CS00229100 expires on 7/31/2024. On
March 23, 2023 we were notified that the Board of Pharmacy no longer has jurisdiction over cannabis in New Mexico.

 BGC
holds a State of New Mexico Department of Agriculture 2023 Continuous Hemp Commercial Production License, CHPL-02-2024, USDA License
No. 35-0045, which was issued on 2/16/2024 and expires 1/31/2025.

 BGC
holds a State of New Mexico Cannabis Control Division, Cannabis Research Laboratory License. No. CCD-2023-RSCH-001, which was issued
on 3/23/2023, and expired on 3/23/2024. The Company is in the process of renewing this license.

 BGC
also holds State of New Mexico Board of Pharmacy Controlled Substance licenses for additional Schedule I and Schedule II Controlled Substances:
a Controlled Substance Facility License, No. CS02324187, which expires on 5/2/2024, and a Controlled Substance Wholesaler License, No.
WD20220144, which expires on 5/2/2024.

 Industry
Overview

 US
Market Overview

 The
U.S. cannabis industry is undergoing rapid growth and change, particularly with the recent opening of opportunities for federally sanctioned
research on cannabis in partnership with the DEA, as well as the federal legalization of hemp, and corresponding state and federal hemp
research programs.

 BGC
plans to operate in the U.S. market for federally sanctioned cannabis - as a supplier of cannabis for research or DEA Registered Manufacturing
purposes, and as a researcher itself. Importantly, all of BGC's proposed activities will comply with all existing or future federal
and state regulations.

 Legal
Background - Cannabis

 Thirty-nine
U.S. states, the District of Columbia, Puerto Rico and Guam have legalized some form of whole-plant cannabis cultivation, sales and use
for certain medical purposes (medical states). Twenty-two of those states and the District of Columbia and Northern Mariana have also
legalized cannabis for adults for non-medical purposes (sometimes referred to as adult use). Under U.S. federal law, however, those activities
are illegal. Cannabis, other than hemp (defined by the U.S. government as Cannabis sativa L. with a THC concentration of not more
than 0.3% on a dry weight basis), is a Schedule I controlled substance under the U.S. Controlled Substances Act (21 U.S.C. § 801,
 et seq.) (the "CSA"). Even in states or territories that have legalized cannabis to some extent, the cultivation,
possession, and sale of cannabis in-state or where those activities are deemed involved in interstate commerce, all violate the CSA and
are punishable by imprisonment, substantial fines and forfeiture. Moreover, individuals and entities may violate federal law if they
aid and abet another in violating the CSA, or conspire with another to violate the law, and violating the CSA is a predicate for certain
other crimes, including money laundering laws and the Racketeer Influenced and Corrupt Organizations Act. The U.S. Supreme Court has
ruled that the federal government has the authority to regulate and criminalize the sale, possession and use of cannabis, even for individual
medical purposes, regardless of whether it is legal under state law.

 While
the United States Department of Justice ("DOJ"), including the U.S. Attorneys Offices through the U.S., has not enforced
those laws against companies complying with state cannabis laws, it retains the authority to do so, and as such the likelihood of
any future adverse enforcement against companies complying with state cannabis laws remains uncertain. In 2018, then U.S. Attorney
General Jefferson Sessions rescinded the DOJ's previous guidance (the Cole Memo, dated August 29, 2013) that had given federal
prosecutors discretion not to enforce federal law in states that legalized cannabis, as long as the state's legal regime
adequately addressed specified federal priorities. The Sessions memo stated that each U.S. Attorney's Office should follow
established principles that govern all federal prosecutions when deciding which cannabis activities to prosecute. Since the Sessions
memo was issued nearly five years ago, U.S. Attorneys have not targeted state law compliant entities. The policy of not prosecuting
companies complying with state cannabis laws is likely to continue under current U.S. Attorney General Merrick Garland. In April
2022, Attorney General Garland reiterated that prosecuting the possession of cannabis is "not an efficient use" of
federal resources, especially "given the ongoing opioid and methamphetamine epidemic[s]" facing the nation. Recent
statements made by Garland suggest that the DOJ may issue further guidance on cannabis enforcement, though the timing of such
guidance remains unknown. In March 2023, Garland testified in a Congressional hearing that the DOJ was continuing its work on a new
memorandum regarding cannabis enforcement. He stated that the policy will be "very close to what was done in the Cole
memorandum" but was yet to be finalized. While these statements are not promises to avoid federal interference with state
cannabis laws, and do not amount to desuetude, it does signal that the enforcement priorities of DOJ lie elsewhere. Notwithstanding
the comments made by the Attorney General, there is no guarantee that the current presidential administration will not change its
stated policy regarding the low-priority enforcement of U.S. federal cannabis laws that conflict with state laws. The current
administration could reverse course and decide to enforce U.S. federal cannabis laws vigorously, or a future administration could do so.

 Since
2014, versions of the U.S. omnibus spending bill have included a provision prohibiting the DOJ, which includes the DEA, from using appropriated
funds to prevent states from implementing their medical-use cannabis laws. In USA vs. McIntosh, the U.S. Court of Appeals for
the Ninth Circuit held that the provision prohibits the DOJ from spending funds to prosecute individuals who engage in conduct permitted
by state medical-use cannabis laws and who strictly comply with such laws. However, the court noted that, if the spending bill provision
were not continued, prosecutors could enforce against conduct occurring during the statute of limitations even while the provision was
previously in force. Other courts that have considered the issue have ruled similarly. This affords some extra protection for medical
cannabis businesses, but does not apply to adult use businesses. Furthermore, any change in the federal government's enforcement
posture with respect to state-licensed cannabis sales, including the enforcement postures of individual federal prosecutors, is still
a possibility.

 Despite
the ongoing federal illegality of cannabis, the DEA authorizes certain institutions to conduct research using cannabis, and recently
expanded those efforts. Between January 2017 and January 2019, the DEA's projections for federally approved cannabis research projects
increased dramatically, and as a result, the DEA more than quadrupled its production quota. In that time, the number of federally registered
cannabis researchers increased by more than 40 percent, from 384 to 542. Subsequently, the DEA announced that it would, for the first
time in decades, open up opportunities for additional cultivators to supply cannabis for this research.

 On
August 26, 2019, the DEA announced that it will further facilitate and expand scientific and medical research for cannabis in the United
States, including registering additional entities to produce cannabis for researchers, to increase the amount and variety of cannabis
available for research. The DEA intends this to "facilitate research, advance scientific understanding about the effects of marijuana,
and potentially aid in the development of safe and effective drug products that may be approved for marketing by the Food and Drug Administration."
In other words, the U.S. government believes that cannabis research is in the public's interest. Furthermore, this public statement
acknowledges the possibility that medical cannabis or related products may, in the future, require FDA approval and come under the FDA's
FDCA jurisdiction. However, there is no guarantee that the FDA will find our products safe or effective or grant us the required approvals
under the FDCA. Additionally, the costs of compliance with any future FDA requirements are unknown and our ability to meet those requirements
is also unknown, which may increase our operating costs and inhibit our business prospects even in the case that the federal government
were to legalize cannabis.

 On
December 18, 2020, the DEA finalized new regulations pertaining to applications by entities seeking to become registered with the DEA
to grow cannabis as bulk manufacturers for authorized purposes. Under these and other applicable regulations, applicants are responsible
for demonstrating they have met various requirements, including requirements to possess appropriate state authority, document that their
customers are licensed to perform research, and employ adequate safeguards to prevent diversion.

 On
May 14, 2021, the DEA announced that MOAs were provided to an unspecified and unnamed number of companies to collaborate with the DEA
"to facilitate the production, storage, packaging, and distribution of marijuana under the new regulations as well as other applicable
legal standards and relevant laws." To the extent these memorandums of agreement are finalized, DEA anticipates issuing DEA Registrations
to these manufacturers. Each applicant will then be authorized to cultivate cannabis - up to an allotted quota - in support of the more
than 575 DEA-licensed researchers across the nation. As individual manufacturers are granted DEA registrations, that information will
be made available on DEA's Diversion Control website. As of April 11, 2024, eight companies have been granted DEA Registration
to bulk manufacture cannabis.

 In
addition to anticipated expenses related to the DEA, we face expected costs related to compliance with existing environmental and other
regulations at the local, state, and federal level, as well as future environmental or other regulations.

 Recent
Federal Cannabis Bills

 Industry
observers were hopeful that a Democrat-controlled House and Senate, along with a Biden presidency, would increase the chances of federal
legalization of cannabis or some piecemeal policy reform. During his campaign, President Biden promised federal reform on cannabis, including
decriminalization generally. In 2022, President Biden signed into law the Medical Marijuana and Cannabidiol Research Expansion Act, a
bill aimed at easing restrictions on cannabis research — bipartisan legislation which is the first standalone cannabis reform bill
to pass both the House and Senate. Additionally, on October 6, 2022, President Biden issued a presidential proclamation pardoning federal
convictions for simple marijuana possession offenses, encouraging state governors to do the same on the state level where permissible,
and requesting that the Secretary of Health and Human Services and the Attorney General initiate an administrative process to review
cannabis's Schedule I classification under the CSA. This process could, but is not guaranteed to, change the legal status of cannabis
on a federal level. Regardless of the ultimate outcome on CSA scheduling, both actions represent significant milestones in the evolution
of federal cannabis policy.

 While
the timing of federal reform is unknown, there is bipartisan support for cannabis reform on the federal level. Members of the U.S. Congress
from the Democratic and Republican parties have introduced bills to end the federal cannabis prohibition, by de-scheduling cannabis completely
and regulating it. In the 117th Congress, Senators Cory Booker (D-NJ), Ron Wyden (D-OR), and Chuck Schumer (D-NY) filed the Cannabis
Administration And Opportunity Act, a bill that would regulate cannabis and expunge prior cannabis convictions; and Rep. Nancy Mace (R-SC)
filed the States Reform Act, which would repeal the federal prohibition of and further regulate cannabis on the federal level. This session
has seen additional incremental reform bills, including a bill that would direct the Attorney General of the United States to amend the
CSA to move cannabis from Schedule I to Schedule III of the Act (the "Marijuana 1 to 3 Act"), and a bill to allow medical
cannabis patients to purchase and possess firearms (the "Second Amendment Protection Act"). In the 118th Congress, a new
bipartisan SAFE Banking Act was introduced into the Senate (H.R. 2891), which would bar federal regulators from taking several punitive
steps against banks or financial services providers to state-legal cannabis businesses. While the timing of federal reform remains unknown,
it is expected that federal policy on cannabis will continue becoming more, rather than less, permissive, and legislative efforts to
legalize cannabis or cannabis banking at the national level are likely to continue in 2024.

 Future
pathways to, and chances of, federal legalization or even further reform benefiting the state regulated, but federally illegal operators
remain uncertain and speculative. Regardless of the future status of federal legalization of cannabis, there are already tremendous opportunities
for fully legal medical cannabis researchers, suppliers, and product developers.

 On August 29, 2023, the Department of Health and Human Services ("HHS")
issued a letter to the Drug Enforcement Administration ("DEA") recommending that cannabis be reclassified
as a Schedule III controlled substance under the CSA. If the DEA chooses to reschedule cannabis pursuant to the HHS recommendation, the
full implications are currently unknown. The DEA's decision to reclassify cannabis would neither legalize nor likely eliminate
current state cannabis programs. Under schedule III, cannabis would remain a controlled substance and state-legal programs would continue
to operate outside of federally legal channels particularly because no state operator currently holds a DEA registration to manufacture
or dispense cannabis. Additionally, states (and potentially federal agencies) may take rescheduling of cannabis as an opportunity to
update their laws in manners that are favorable or unfavorable to us. However, some fear that the DEA or FDA may impose additional requirements
or begin to target enforcement on state cannabis programs in the event of a rescheduling event.

 Market
Growth

 In
the medical market, the demand for cannabis for research is likely to increase significantly over the next few years and decades, due
to the increasing number of states legalizing cannabis and the strong public support for cannabis legalization. By 2025, 5.4 million
Americans, or 2.4% of U.S. adults, are predicted to be registered patients in medical cannabis states, according to a report by New Frontier
Data ("New Frontier"). New Frontier also projects that the medical cannabis market will nearly double to over $16 billion
in that time, taking into account more geographies within the U.S. legalizing cannabis, which will lead to market expansion, the normalization
of cannabis which will increase the number of consumers, and medical cannabis patients turning to cannabis as an alternative to prescription
drugs. The global medical cannabis market is projected to reach $87.4 billion by 2027, according to Global Market Insights ("GMI").
The DEA's aggregate production quotas for cannabis are 6,675 kg in 2024 for dried flower (an estimated $73 million market) and
1,000 kg for cannabis extract (an estimated $100 million market). These aggregate production quotas are expected to continue increasing
to meet increasing demand for cannabis research in the U.S. In addition to government funding, some institutions are already receiving
private investment in cannabis research. For example, Harvard and MIT received a $9 million donation to fund research into cannabis'
influence on brain health and behavior. Additionally, CB2 insights has noted that average prescriptions for qualifying conditions such
as chronic pain, PTSD, sleep disorders, epilepsy and anxiety saw a decline in 11% in favor of medical cannabis replacement leading the
analysts to estimate that more than $4 billion in sales that currently go to pharmaceutical products could be redirected towards medical
cannabis. Further research on cannabis legalization and its impact on public health are needed and are likely to take place over the
coming years, as the DEA has recognized the increased need for cannabis related research. Our "Drugs Made in America" plan includes a number of opioids, in addition to cannabis production, the
combined market for cannabis and opium APIs is projected to reach $11.66 billion by 2030, with a CAGR of 13.9% according to Coherent Market
Insights.

 In
2021, large pharmaceutical companies in the U.S. spent $102.3 billion on drug research and development, and the number has continued
to increase each year. The private research market, like the federal DEA research program, has an interest in investigating the uses
and risk of cannabis and hemp derivatives, not only in states that have legalized medical cannabis, but also in anticipation of potential
full legalization. Research topics of interest include:

 therapeutic
 benefits and risks of cannabis for common conditions for military veterans, including PTSD and chronic pain;

 therapeutic
 benefits and risks of cannabis for opioid addiction treatment, as well as other medical conditions and disabilities;

 cognitive
 effects of THC use in the developing brain of adolescents;

 prevention
 of and treatment for cannabis use disorder;

 effects
 of different levels of THC potency levels;

 accurate
 roadside testing to detect driving while impaired with cannabis and related topics;

 availability
 of inaccurately labeled and adulterated cannabis;

 effective
 cannabis packaging requirements for consumer and child safety;

 effect
 of cannabis legalization on workplace testing and workplace safety for safety-sensitive jobs, including the use of synthetic THC;

 effect
 of cannabis use on mental health and addiction;

 effect
 of cannabinoids on immunological responses against bacterial or viral infections.

 Regarding
the cannabis market generally, the industry is large and is growing. In 2020, there were $17.5 billion in annual industry sales, a 46%
increase from 2019. As of May 2021, capital raises in cannabis reached $6 billion, signaling increased confidence in projections of aggressive
cannabis market growth. According to a report by New Frontier Data, the U.S. legal cannabis market is predicted to more than double by
2025, reaching $41.5 billion in sales, and producing a 21% compound annual growth rate ("CAGR"). Therefore, BGC will be entering
a sizeable market with the first-mover advantage of a federally compliant business as cannabis enters a new stage of growth and development,
once it obtains authorization from the DEA to begin operations. In addition to the cannabis market, BGC will be entering a larger API market via our "Drugs Made in America"
plan.

 Human
Capital Resources

 As
of December 31, 2023, we had 5 full-time employees and contractors and 3 part-time contractors. We consider our relationship with our employees to be good. We emphasize
several measures and objectives in managing its human capital assets, including, among others, (i) employee safety and wellness,
(ii) talent acquisition and retention, (iii) employee engagement, development and training, (iv) diversity and inclusion and (v)
compensation. These targeted ideals may include annual bonuses, stock-based compensation awards, a 401(k) plan with employee
matching opportunities, healthcare, and insurance benefits, health savings and flexible spending accounts, paid time off, family
leave, family care resources, and/or employee assistance programs. We also provide our employees with access to various innovative,
flexible, and convenient health and wellness programs. We designed these programs to support employees' physical and mental
health by providing tools and resources to improve or maintain their health status and encourage engagement in healthy
behaviors.

 Facilities

 The
following table sets forth the Company's owned and leased physical properties as of December 31, 2023, which include corporate offices,
cultivation and production facilities (operating and under construction). In addition to the currently owned and leased property, the
Company holds two options, each for the purchase of 300 acres of land in Grants, New Mexico.

 Property
 Type

 Owned/Leased

 County

 State

 Agricultural
 Property - 40 acres

 Owned

 Cibola

 New
 Mexico

 Agricultural
 Property - 70 acres

 Owned

 Cibola

 New
 Mexico

 Office

 Leased

 Broward

 Florida

 As
of December 31, 2023, we notified the land owners of our intention to exercise the two options and are in process of negotiating final
terms of acquisition, which are pending financing.

 Competition

 We
will face intense competition from the illicit market as well as other more regulated companies, some of which may have longer operating
histories and more financial resources and manufacturing and marketing experience. Our "Drugs Made in America" plan faces intense competition from the international global pharmaceutical
market, and from other countries which currently lead API export for some of these substances (for example Tasmania, the world's
leading supplier of legal opioids). Additionally, with potential consolidation in the cannabis industry,
we could face increased competition by larger and better financed competitors.

 Growers
of cannabis and retailers operating in the illicit market continue to hold significant market share in the United States and are effectively
competitors to our business. Illicit market participants divert customers away through product offering, price point, anonymity and convenience.

 Outdoor
cultivation also significantly reduces the barrier to entry by reducing the start-up capital required for new entrants in the cannabis
industry. It may also ultimately lower prices as capital expenditure requirements related to growing outside are typically much lower
than those associated with indoor growing. Further, the licensed outdoor cultivation capacity is extremely large. While outdoor cultivation
is almost exclusively extraction grade, its presence in the market will have a negative effect on pricing of extraction grade wholesale
cannabis.

 Competition
is also based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing and promotional
activity, the ability to identify and satisfy consumer preferences, as well as convenience and service.

 Internationally,
cannabis companies are limited to those countries which have legalized aspects of the cultivation, distribution, sale or use of cannabis.
The barrier to entry for competitors in these is significantly influenced by the national regulatory landscape with respect to cannabis
and the economic climate subsisting in each region.

 We
expect more countries to pass regulation allowing for the use of medical and/or recreational cannabis. While expansion of the global
cannabis market will provide more opportunities to grow our international business, we also expect to experience increased global competition.

Green EB-5 Program

 On
February 1, 2023, we initiated a private placement offering of our common stock, only to accredited or qualified institutional investors,
in reliance upon Rule 506, Regulation D promulgated under the Securities Act, pursuant to the U.S. government's EB-5 immigrant
investor program. As of May 25, 2023, we have sold 44,010 shares of common stock at $39.99 per share, receiving proceeds of $1.76 million,
inclusive of $160,000 of administrative fees payable by the investor.

 On March 29, 2024, we modified our private placement offering, to authorize
20,000,000 shares to be sold at $2.00 per share pursuant to the U.S. government's EB-5 immigrant investor program. This private
placement offering allows for 50 investors to participate in the offering by making an $800,000 in exchange for 200,000 shares of common
stock. The EB-5 investment project application on file with United States Citizenship and Immigration Services ("USCIS") projects
the creation of enough jobs in a designated rural area to support up to 573 investors.

 Corporate
History

 BGC
was incorporated on April 16, 2019 under the Delaware General Corporation Law (the "DGCL"). On May 28, 2019, BGC entered
into a merger agreement (the "BGGI Agreement") with Bright Green Grown Innovation LLC, a limited liability company ("BGGI"),
whereby BGC issued to BGGI an aggregate of 123,589,000 shares of common stock (the "BGGI Merger"). In connection with the
BGGI Merger, BGC acquired two parcels of land, consisting of one 70-acre parcel and one 40-acre parcel, and a completed greenhouse structure
in Grants, New Mexico. Lynn Stockwell received 18,000,000 shares for the 70-acre parcel including the Greenhouse. She additionally received
9,500 shares for the 40 acre parcel. Share certificates were issued accordingly.

 BGC
entered into an agreement and plan of merger with Grants Greenhouse Growers, Inc., a New Mexico corporation ("GGG") on October
30, 2020 (the "GGG Agreement"), whereby BGC issued to GGG an aggregate of 1,000,000 shares of common stock (the "GGG
Merger"). In connection with the GGG Merger, BGC received an option to purchase approximately 505 acres of land near BGC's
Grants, New Mexico property at the purchase price of $5,000 per acre.

 BGC
entered into an agreement and plan of merger (the "Naseeb Agreement") with Naseeb Inc. ("Naseeb") on November
10, 2020, whereby BGC issued to Naseeb an aggregate of 10,000,000 shares of common stock (the "Naseeb Merger"). In connection
with the Naseeb Merger, BGC received certain intangible property, including rights to certain patents and patent applications, licenses
to operate cultivation facilities, and rights to additional licenses if-and-when issued.

 On
May 17, 2022, we completed a direct listing of our common stock (the "Direct Listing"), on the Nasdaq Capital Market ("Nasdaq")
under the symbol "BGXX." We incurred fees related to financial advisory service, audit, and legal expenses in connection
with the Direct Listing and incurred approximately $2.4 million in general and administrative expenses during the period ended March
31, 2023. In addition, in connection with the Direct Listing, and pursuant to a financial advisory agreement by and between the Company
and EF Hutton, division of Benchmark Investments, LLC (the "Advisor Agreement") dated April 8, 2022, on June 3, 2022, we
issued representatives and affiliates of the Advisor and related parties, an aggregate of 787,245 shares of common stock, and representatives
of Entoro Securities LLC ("Entoro") an aggregate of 787,245 shares of common stock.

 Available

 Our
principal executive offices are located at 1033 George Hanosh Boulevard, Grants, NM 87020, and our telephone number is (833) 658-1799.
Our corporate website address is  Information contained on or accessible through our website is not a part
of this Annual Report and should not be considered to be part thereof. The public may read and copy any materials that we file
with the Securities and Exchange Commission (the "SEC") electronically through the SEC website (www.sec.gov). The information
contained on the SEC's website is not incorporated by reference into this Annual Report and should not be considered to
be part thereof. We also provide access without charge to all of our SEC filings, including copies of this Annual Report, Quarterly
Reports on Form 10-Q, Annual Reports on Form 10-K, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after filing or furnishing, on our website.

 Item
1A. Risk Factors.

 Investing
in our securities involves a high degree of risk. Before you make a decision to buy our securities, in addition to the risks and
uncertainties discussed above under "Special Note Regarding Forward-Looking Statements," you should carefully consider
the risks and uncertainties described below together with all of the other information contained in this Annual Report, including
our consolidated financial statements and related notes included at the end of this Annual Report and in the section titled
"Management's Discussion and Analysis of Financial Condition and Results of Operations." If any of the events or
developments described below were to occur, our business, prospects, operating results and financial condition could suffer
materially, the trading price of our securities could decline and you could lose all or part of your investment. The risks and
uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also adversely affect our business.

 Risk
Factors Summary

 Below
is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not
address all of the risks and uncertainties that we face. You should carefully consider the full risk factor disclosure outlined in
this Annual Report, in addition to the other information herein, including the section of this Annual Report titled
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes.

 We
 have a relatively limited history of operations, a history of losses, and our future earnings, if any, and cash flows may be volatile,
 resulting in uncertainty about our prospects;

 We
 had negative operating cash flow for the year ended December 31, 2023 and December 31, 2022;

 We
 are highly dependent on our management team, certain members of our board of directors and advisors, and the loss of our executive
 officers, non-executive directors or other key advisors or service providers could harm our ability to implement our strategies,
 impair our relationships with clients and adversely affect our business, results of operations and growth prospects;

 Our
 plan to expand our product offerings and sales channels might not be successful, and implementation of these plans might divert our
 operational, managerial and administrative resources, which could impact our competitive position;

 We
 are in discussions to consummate arrangements with certain service providers, and if these arrangements do not materialize, or materialize
 on terms that are not favorable to the Company, it could materially adversely affect our business, financial condition, results of
 operations, cash flows and day-to-day operations;

 We
 have identified a material weakness in our internal control over financial reporting and determined that our disclosure controls
 and procedures were ineffective as of June 30, 2022, as a result of the restatement of our unaudited financial information as of
 and for the quarter ended June 30, 2022. We have strengthened our review controls around the issuance of shares of common stock and
 the recording of the associated expense by adding an additional reviewer to the review process. Although our Chief Executive Officer
 and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of December
 31, 2023, we may, in the future, identify additional material weaknesses or otherwise fail to maintain an effective system of internal
 control over financial reporting or adequate disclosure controls and procedures, which may result in material errors in our financial
 statements or cause us to fail to meet our period reporting obligations;

 Cannabis
 and other controlled substances are highly regulated at the federal and state level, and authorizations for the production of
 cannabis for research are still in the early stages;

 A
 denial of, or significant delay in obtaining, or any interruption of required government authorizations to grow cannabis or other
 controlled substances for federally sanctioned purposes would likely significantly, negatively impact us;

 The
 U.S. wholesale market for cannabis and other controlled substances for research is of unknown size and is difficult to
 forecast;

 FDA
 regulation of cannabis could negatively affect the cannabis industry, which would directly affect our financial condition;

 Research
 in the United States, Canada and other countries on the medical benefits, viability, safety, efficacy and dosing of cannabis or isolated
 cannabinoids, as well as other controlled substances, may cause adverse effects on our operations;

 The
 very dynamic nature of the laws and regulations affecting the cannabis market (including the Rescheduling of cannabis under the Controlled Substances Act), the federal authorization of cannabis for research,
 or the state-regulated cannabis industry could materially adversely affect our proposed operations, and we cannot predict the impact
 that future laws or regulations may have on us;

 The
 uncertainties around funding, construction, and growing an agricultural crop pose risks to our business;

 The
 cannabis industry is subject to the risks inherent in an agricultural business, including environmental factors and the risk of crop
 failure;

 We
 are subject to environmental regulations and laws, and failure to timely or completely comply with such regulations and laws, or
 failure to obtain or maintain applicable licenses, may adversely affect our business;

 The
 growth of our business continues to be subject to new and changing federal, state, and local laws and regulations;

 We
 are subject to risks, including delays, from our ongoing and future construction projects, which may result from reliance on third
 parties, delays relating to material delivery and supply chains, and fluctuating material prices, among other factors;

 Our
 planned future sale of controlled substance products could expose us to significant product liability risks;

 We
 will need to raise substantial additional funds in the future, which funds may not be available or, if available, may not be available
 on acceptable terms;

 There
 is no guarantee that we will be able to continue to raise funds through our EB-5 Program, if and when such program receives the
 requisite regulatory approvals;

 We
 are dependent on our banking relations, and while we currently have a stable banking relationship and operate in compliance with
 all applicable laws, we could have difficulty accessing or consistently maintaining banking or other financial services due to banks'
 risk aversion toward serving even legal parts of the cannabis industry;

 We
 may engage in future acquisitions or strategic transactions, which may require us to seek additional
 financing or financial commitments, increase our expenses and/or present significant distractions to our management;

 We
 are subject to risks related to information technology systems, including cyber-security risks; successful cyber-attacks or technological
 malfunctions can result in, among other things, financial losses, the inability to process transactions, the unauthorized release
 of confidential information and reputational risk, all of which would negatively impact our business, financial condition or results
 of operations;

 Our
 common stock has a limited trading history and an active trading market may not develop or continue to be liquid, and the market
 price of our shares of common stock may be volatile;

 The
 market price of our common stock has been extremely volatile and may continue to be volatile due to numerous circumstances beyond
 our control;

 You
 may be diluted by issuances of preferred stock or additional common stock in connection with our incentive plans, acquisitions or
 otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock
 price;

 The
 future exercise of registration rights may adversely affect the market price of our common stock;

 If
 securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations
 regarding our common stock, its trading price and volume could decline;

 We
 are an "emerging growth company," and our election to comply with the reduced disclosure requirements as a public company
 may make our common stock less attractive to investors;

 Provisions
 of our amended and restated certificate of incorporation and bylaws may delay or prevent a take-over that may not be in the best
 interests of our stockholders;

 The
 requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract
 and retain executive management and qualified board members;

 Our
 failure to meet the continuing listing requirements of Nasdaq could result in a de-listing of our securities;

 If
 we cannot continue to satisfy the rules of Nasdaq, our securities may be delisted, which could negatively impact the price of our
 securities and your ability to sell them;

 Your
 ownership interest will be diluted and our stock price could decline when we issue additional shares of common stock; and

 We
 have issued warrants and may continue to issue additional securities in the future. The exercise of these warrants and the sale of
 the common stock issuable thereunder may dilute your percentage ownership interest and may also result in downward pressure on the
 price of our common stock.

 Risks
Related to our Business and Operations - General Risks

 We
have a relatively limited history of operations, a history of losses, and our future earnings, if any, and cash flows may be volatile,
resulting in uncertainty about our prospects.

 Our
lack of a significant history and the evolving nature of the market in which we operate make it likely that there are risks inherent
to our business that are yet to be recognized by us or others, or not fully appreciated, and that could result in us suffering further
losses. As a result of the foregoing, and concerns regarding the economic impact from COVID-19, an investment in our securities necessarily
involves uncertainty about the stability of our operating results or results of operations.

 We
had negative operating cash flow for the years ended December 31, 2023 and December 31, 2022.

 We
had negative operating cash flow of $2,455,612 in the year ended December 31, 2023, and a negative operating cash flow of $2,265,770 for the year
ended December 31, 2022. To the extent that we have negative operating cash flow in future periods, we may need to allocate a portion
of our cash reserves to fund such negative cash flow. We may also be required to raise additional funds through the issuance of equity
or debt securities. There can be no assurance that we will be able to generate positive cash flow from our operations, that additional
capital or other types of financing will be available when needed or that these financings will be on terms favorable to us.

 We
have not based our financial projections or valuation on actual operations.

 Our
pre-operational stage precludes us from providing financial information based on actual operations. Current financial projections are
based on assumptions concerning future operations that we believe are reasonable but may prove incorrect. Because actual conditions will
differ from those assumptions, and the differences may be material, we cannot assure you that these projections will prove accurate and
caution you against excessive reliance on them in deciding whether to invest in our equity securities. Any increase in our costs or decrease
in our revenues could affect your ability to receive a return on your investment.

 We
are highly dependent on our management team, certain members of our board of directors and advisors, and the loss of our executive officers,
non-executive directors or other key advisors or service providers could harm our ability to implement our strategies, impair our relationships
with clients and adversely affect our business, results of operations and growth prospects.

 Our
success depends, to a large degree, on the skills of our management team and our ability to retain, recruit and motivate key officers
and employees. Our active senior executive leadership team has significant experience, and their knowledge and relationships would be
difficult to replace. Leadership changes will occur from time to time, and we cannot predict whether significant resignations will occur
or whether we will be able to recruit additional qualified personnel. Competition for senior executives and skilled personnel in the
horticulture industry is intense, which means the cost of hiring, paying incentives and retaining skilled personnel may continue to increase.

 We
need to continue attracting and retaining key personnel and recruiting qualified individuals to succeed existing key personnel to ensure
the continued growth and successful operation of our business. In addition, as a provider of custom-tailored horticulture solutions,
we must attract and retain qualified personnel to continue to grow our business, and competition for such personnel can be intense. Our
ability to effectively compete for senior executives and other qualified personnel by offering competitive compensation and benefit arrangements
may be restricted by cash flow and other operational restraints. The loss of the services of any senior executive or other key personnel,
or the inability to recruit and retain qualified personnel in the future, could have a material adverse effect on our business, financial
condition or results of operations. In addition, to attract and retain personnel with appropriate skills and knowledge to support our
business, we may offer a variety of benefits, which could reduce our earnings or have a material adverse effect on our business, financial
condition or results of operations.

 Our
insurance may not adequately cover our operating risk.

 We
have insurance to protect our assets, operations and employees. While we believe our insurance coverage addresses all material risks
to which we are exposed and is adequate and customary in our current state of operations, such insurance is subject to coverage limits
and exclusions and may not be available for the risks and hazards to which we are exposed. In addition, no assurance can be given that
such insurance will be adequate to cover our liabilities or will be generally available in the future or, if available, that premiums
will be commercially justifiable. If we were to incur substantial liability and such damages were not covered by insurance or were in
excess of policy limits, or if we were to incur such liability at a time when we are not able to obtain liability insurance, our business,
results of operations and financial condition could be materially adversely affected.

 We
may have difficulty obtaining insurance at economically viable rates.

 Our
lack of operating history in an emerging area, and our plan to grow cannabis, even legally under all applicable laws, may make it difficult
to obtain insurance policies at rates competitive with rates for other crops. Insurance that is otherwise readily available, such as
workers' compensation, general liability, title insurance and directors' and officers' insurance, is more difficult
for us to find and more expensive because of our involvement in emerging areas as well as our cultivation, processing, and sale of cannabis,
albeit legally under both state and federal laws. There are no guarantees that we will be able to find insurance coverage at otherwise
competitive, or even economically viable terms.

 Changes
in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could
significantly affect our financial results.

 U.S.
GAAP and related pronouncements, implementation guidelines and interpretations with regard to a wide variety of matters that are relevant
to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions, and income taxes, are
highly complex and involve many subjective assumptions, estimates and judgments by our management. Changes to these rules or their interpretation
or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported results

 We
could be adversely affected by declines in discretionary consumer spending, consumer confidence and general and regional economic conditions.

 Our
success depends to a significant extent on discretionary consumer spending, which is heavily influenced by general economic conditions
and the availability of discretionary income. We believe the cannabis markets are heavily reliant on discretionary consumer spending.
The current economic environment as a result of COVID-19, coupled with high volatility and uncertainty as to the future global economic
landscape, may have an adverse effect on consumers' discretionary income and consumer confidence. Future volatile, negative, or
uncertain economic conditions and recessionary periods or periods of significant inflation may adversely impact consumer spending on
our products and services, which would materially adversely affect our business, financial condition and results of operations. Such
effects can be especially pronounced during periods of economic contraction or slow economic growth.

 Our
plan to expand our product offerings and sales channels might not be successful, and implementation of these plans might divert our operational,
managerial and administrative resources, which could impact our competitive position.

 BGC's
success and the planned growth and expansion of the business depends on their products and services achieving greater and broader acceptance,
resulting in a larger customer base, and on the expansion of its operations into new markets. However, there can be no assurance that
customers will purchase its products and/or services, or that they will be able to continually expand their customer base. Additionally,
if they are unable to effectively market or expand their product and/or service offerings, we will be unable to grow and expand our business
or implement our business strategy.

 BGC's
ability to grow its existing brand and develop or identify new growth opportunities depends in part on its ability to appropriately identify,
develop and effectively execute strategies and initiatives. Failure to effectively identify, develop and execute strategies and initiatives
may lead to increased operating costs without offsetting benefits and could have a material adverse effect on our results of operations.
These plans involve various risks discussed elsewhere in these risk factors, including:

 we may not receive all the required government authority renewals or authorizations needed to realize our plans;

 implementation
 of these plans may be delayed or may not be successful;

 if
 BGC's expanded product offerings and sales channels fail to maintain and enhance our distinctive brand identity, our brand
 image may be diminished, and our sales may decrease; and

 implementation
 of these plans may divert management's attention from other aspects of our business and place a strain on our management, operational
 and financial resources, as well as our information systems.

 In
addition, BGC's ability to successfully carry out our plans to expand its product offerings may be affected by, among other
things, laws and regulations pertaining to cannabis use and controlled substances research, economic and competitive conditions, changes in consumer spending patterns
and consumer preferences. BGC's expansion plans could be delayed or abandoned, could cost more than anticipated and could
divert resources from other areas of our business, any of which could impact its competitive position and reduce our revenue and
profitability.

 We
are in discussions to consummate arrangements with certain service providers, and if these arrangements do not materialize, or materialize
on terms that are not favorable to the Company, it could materially adversely affect our business, financial condition, results of operations,
cash flows and day-to-day operations.

 We
are in discussions to consummate arrangements with certain service providers. Any agreement we plan to enter into with a third party
may not materialize, or, may not be on favorable terms, and the expected benefits and growth from these agreements may not materialize
as planned. If we fail to enter into agreements with such service providers, or enter into agreements that are not on favorable terms
to the Company, it could materially adversely affect our business, financial condition, results of operations, cash flows and day-to-day
operations.

 We
have identified a material weakness in our internal control over financial reporting and determined that our disclosure controls and
procedures were ineffective as of June 30, 2022, as a result of the restatement of our unaudited financial information as of and for
the quarter ended June 30, 2022. We have strengthened our review controls around the issuance of shares of common stock and the recording
of the associated expense by adding an additional reviewer to the review process. Although our Chief Executive Officer and Chief Financial
Officer have concluded that the Company's disclosure controls and procedures were effective as of December 31, 2023, we may, in
the future, identify additional material weaknesses or otherwise fail to maintain an effective system of internal control over financial
reporting or adequate disclosure controls and procedures, which may result in material errors in our financial statements or cause us
to fail to meet our period reporting obligations.

 Under
the supervision and with the participation of our management, including our former Interim Chief Executive Officer and Chief Financial
Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2022. A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material error in our annual or interim financial statements will not be prevented or detected on a timely basis.
In Management's Report on Internal Control over Financial Reporting included in our quarterly report on Form 10-Q for the quarter
ended June 30, 2022 filed August 12, 2022, our management previously concluded that we maintained effective internal control over financial
reporting as of June 30, 2022. Our management subsequently concluded that a material weakness existed and our internal control over financial
reporting was not effective as of June 30, 2022. This determination was made as a result of a recording error of the fair value of shares
of common stock we issued for services in June 2022. Such shares have a fair value of $8.00 per share, the price of our common stock
at the time of our Direct Listing, but were initially recorded at a fair value of $4.00 per share. With this error being corrected in
amendment no. 1 to our quarterly report on Form 10-Q for the period ended June 30, 2022, net loss increased by $6,297,960. We have strengthened
our review controls around the issuance of shares of common stock and the recording of the associated expense by adding an additional
reviewer to the review process. The Company continues to evaluate and implement procedures as deemed
appropriate to enhance our disclosure controls.

 If
we identify new material weaknesses in our internal control over financial reporting, if we are unable to assert that our internal control
over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to
the effectiveness of our internal control over financial reporting, we may be late with the filing of our periodic reports, investors
may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively
affected. As a result of such failures, we could also become subject to investigations by the stock exchange on which our securities
are then listed, the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could
harm our reputation, financial condition or divert financial and management resources from our core business, and would have a material
adverse effect on our business, financial condition and results of operations.

 We
are at risk of cyber-attacks or other security breaches that could compromise sensitive business information, undermine our ability to
operate effectively and expose us to liability, which could cause our business and reputation to suffer.

 Increasingly,
companies are subject to a wide variety of attacks on their networks on an ongoing basis. In addition to traditional computer "hackers"
malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, and denial of service attacks, sophisticated
nation-state and nation-state supported actors engage in intrusions and attacks (including advanced persistent threat intrusions) and
add to the risks to internal networks, cloud deployed enterprise and customer-facing environments and the information they store and
process. Despite significant efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate
these risks. We, and our third-party software and service providers, may face security threats and attacks from a variety of sources.

 As
part of our business, we store our data, including intellectual property, and certain data about our employees, customers and vendors
in our information technology systems. Our security measures may be breached as a result of third-party action, including intentional
misconduct by computer hackers, employee error, malfeasance or otherwise. Third parties may attempt to fraudulently induce employees
or customers into disclosing sensitive information such as usernames, passwords, or other information to gain access to our customers'
data or our data, including our intellectual property and other confidential business information, or our information technology systems.
In addition, given their size and complexity, our information systems could be vulnerable to service interruptions or to security breaches
from inadvertent or intentional actions by our employees, third-party vendors and/or business partners, or from cyber-attacks by malicious
third parties attempting to gain unauthorized access to our products, systems or confidential information.

 If
a third party gained unauthorized access to our data, including any data regarding our employees, customers or vendors, the security
breach could expose us to risks. Such unauthorized access and a failure to effectively recover from breaches could compromise confidential
information, disrupt our business, harm our reputation, result in the loss of customer confidence, business and assets (including trade
secrets and other intellectual property), result in regulatory proceedings and legal claims, and have a negative impact on our financial
results.

 Risks
Related to our Business and Operations - Required DEA Authority To Grow and Process Controlled Substances

 Controlled
Substances are highly regulated at the federal and state level, and authorizations for the production of cannabis for research and
other controlled substances are still in the early stages.

 Cannabis,
other than hemp, is a Schedule I controlled substance under the CSA. Even in states or territories that have legalized cannabis to some
extent, the cultivation, possession, and sale of cannabis all remain violations of federal law that are punishable by imprisonment, substantial
fines and forfeiture. While cannabis remains a federally illegal Schedule I drug under the CSA, there is a limited exemption under which
cannabis can be grown or manufactured for uses in federally sanctioned research. To become an authorized cannabis supplier or researcher
in the United States, one must obtain a registration from the DEA and meet certain requirements imposed by the DEA, which are required
by the DEA to comply with federal statutes and international treaty law. The registration process to manufacture controlled substances
is codified under 21 U.S.C. § 823. It requires that the Attorney General determine whether registrations are in the public interest.
To do so, the Attorney General is directed to consider multiple public interest factors, including "compliance with applicable
State and local law."

 The
University of Mississippi, pursuant to a contractual agreement with National Institute on Drug Abuse ("NIDA"), was the only
federally authorized cannabis producer in the United States for years. In the face of unprecedented demand for cannabis manufacture for
research necessitating more suppliers, the program at the University of Mississippi has faced significant criticism for its poor quality
flower, mold issues, and limited availability of strains with levels of THC and CBD comparable to commercial cannabis products.

 In
recent years, the federal government has acknowledged the need for new suppliers. During his confirmation hearings in 2019, Attorney
General Barr testified that he supported authorizing more facilities to cultivate cannabis in the U.S. for research purposes. In January
2020, a senior policy advisor for the DEA, Matthew J. Strait, testified before the House Energy and Commerce Committee regarding the
DEA's progress to date. Mr. Strait acknowledged concerns about the limited supply of research-grade cannabis and the lack of chemical
diversity in the plants cultivated in Mississippi. He outlined the DEA's various steps in the past few years to expand cannabis
research and manufacturing capacity, including:

 In
 December 2015, the DEA announced to all existing Schedule I researchers that it was easing the requirements for obtaining a modification
 of their existing registration for those who wished to conduct research on cannabidiol (CBD).

 In
 early 2018, the DEA announced that it had developed and implemented an online portal for researchers to safely and securely submit
 their qualifications, research protocol and institutional approvals for a proposed Schedule I research registration thereby streamlining
 the acquisition of information necessary to process each application. Presently, the average time it takes for DEA and the FDA to
 review/approve an application is 52 days.

 On
 the manufacturing side, between 2017 and 2022, the DEA increased the aggregate production quota for cannabis by 575%, from 472 kg
 in 2017 to 3,200 kg in 2022. The increase has directly supported NIDA's provision of various strains of cannabis to researchers
 in the United States.

 In
addition to these efforts, in 2016, the DEA began accepting new research cultivation applications under regulations developed by the
Obama administration. However, no decisions were made on those applications, and, in August 2019, the DEA issued a notice to the pending
applicants, stating that it would promulgate new regulations to govern the program of growing "marihuana" for scientific
and medical research prior to issuing any registrations. During his testimony, Mr. Strait explained that the DEA is "actively taking
steps to expand" the number of registered growers, and had recently sent draft regulations to facilitate licensing additional growers
to the Office of Management and Budget.

 Those
draft regulations were published in late March 2020. Under the proposed regulations, the DEA will maintain sole ownership of all cannabis
produced under the program, requiring growers to notify the DEA of an upcoming harvest up to four months' in advance, or at a minimum,
15 days before a harvest. The DEA currently has roughly thirty-five outstanding applications for research cannabis cultivation licenses,
and the agency said it expects to approve approximately five to thirteen suppliers once the rules are finalized after a public comment
period, which has ended. The proposed rule provides that, with a limited exception, applications accepted for filing after the date the
final rule becomes effective will not be considered pending until all applications accepted for filing on or before the date the final
rule becomes effective have been granted or denied by the Administrator.

 On
December 18, 2020, the DEA finalized new regulations pertaining to applications by entities seeking to become registered with the DEA
to grow cannabis as bulk manufacturers for research purposes and provide cannabis to other DEA registered manufacturers. Under these
and other applicable regulations, applicants are responsible for demonstrating that they have met various requirements, including requirements
to possess appropriate state authority, document that their customers are licensed to perform research, and employ adequate safeguards
to prevent diversion. The DEA has registered a limited number of additional bulk manufacturers for the U.S. wholesale market for cannabis
for research.

 On
May 14, 2021, the DEA announced that it planned to provide memorandums of agreement to an unspecified and unnamed number of companies
to collaborate with the DEA "to facilitate the production, storage, packaging, and distribution of marijuana under the new regulations
as well as other applicable legal standards and relevant laws." The DEA's final rule on the topic estimated that it would
award licenses to between three and fifteen companies. To the extent these memorandums of agreement are finalized, the DEA anticipates
issuing DEA registrations to these manufacturers. Each applicant will then be authorized to cultivate cannabis – up to an allotted
quota – in support of the more than 575 DEA-licensed researchers across the nation. As of 2024, the DEA lists eight DEA-Registered cannabis manufacturers on
its website. As individual manufacturers are granted DEA registrations, that information will be made available on DEA's Diversion
Control website. While other controlled substances the Company seeks DEA Registration for have not been as limited as cannabis for research,
many are substances that have been historically understudied, and DEA has increased quotas for production of these substances due to increased
research demand (for example, psilocybin and ibogaine). For both cannabis under the DEA program and for these other substances, the programs
are either new or recently expanded due to research demand.

 A
denial of, or significant delay in obtaining, or any interruption of required government authorizations to grow cannabis and/or
manufacture other controlled substances for federally sanctioned purposes would likely significantly, negatively impact
us.

 Our
business plan depends heavily on receiving and maintaining the necessary state and federal authorizations to research cannabis and
to grow cannabis, as well as to manufacture other controlled substances, for federally sanctioned research. Bright Green may not
commence cannabis growing operations until both the State of New Mexico and the federal government, in particular the DEA, have
signed off that Bright Green has met its obligations under state law and the MOA and is compliance with all applicable regulations.
The same restriction applies to any expansion plans related to additional controlled substances as part of our "Drugs Made in
America" plan. While the DEA has registered the Company to cultivate and manufacture cannabis, the registration is subject
to an upcoming renewal in July 2024, and there is no guarantee that we will receive such renewal. We have not yet received DEA Registrations for the additional controlled substances that are
part of our "Drugs Made in America" plan. The DEA's denial of any authorizations or any delay in granting the
authorization or renewal could have a significantly negative impact on our business plans, operations and financial
results.

For the DEA Registration for bulk manufacturing of cannabis, BGC must comply with all terms agreed to in the MOA which
include:

 submitting
 an Individual Procurement Quota on or before April 1 of each year utilizing DEA Form 250;

 submitting
 an Individual Manufacturing Quota on or before May 1 of each year utilizing DEA Form 189;

 collecting
 samples of cannabis and distributing them to DEA-registered analytical laboratories for chemical analysis during the pendency of
 cultivation and prior to the DEA's taking possession of the cannabis grown;

 providing
 the DEA with 15-day advance written notification, via email, of its intent to harvest cannabis;

 following
 the DEA's packaging, labeling, storage and transportation requirements;

 distributing
 DEA's stocks of cannabis to buyers who entered into bona fide supply agreements with the Company; providing the DEA with 15-day
 advance written notification of its intent to distribute cannabis; and

 invoicing
 the DEA for harvested cannabis that it intends to sell to the DEA.

 Furthermore,
unless terminated for cause by the DEA, the MOA for the bulk manufacturing of cannabis is effective for an initial one-year term
from its effective date, subject to automatic renewal for up to four additional one-year terms. There is no guarantee, however, that
the needed authorizations will be obtained in the first place, or subsequently renewed at the one year or subsequent renewal
terms. The authorizations for the "Drugs Made in America" controlled substances are pending.

 Changes
in the competitive landscape for cannabis and other controlled substances for federally sanctioned research could significantly,
negatively impact us.

 If the DEA awards additional Federal Registrations to grow
cannabis for federally sanctioned research it would limit our competitive advantage. This would have a negative impact on our business
plans, operations and financial results.

 The
U.S. wholesale market for cannabis and other controlled substances for research is of unknown size and is difficult to
forecast.

 BGC
plans to operate in a novel market which currently only has seven other participants. The extent to which the DEA will expand the current
cannabis research program, and the supply that the DEA will require from bulk manufacturers to furnish researchers with cannabis is unknown
and unprecedented. Because this market is new and novel, there are risks to predicting the market size and the resulting revenue BGC
will obtain from government contracts to supply cannabis researchers, should the DEA registration be obtained, and any such projections
may prove inaccurate. The market for some of the other controlled substances that are part of our "Drugs Made in America" plan,
is similarly novel and undeveloped, for example for psilocybin, ibogaine, mescaline, and other controlled substances.

 We
may not develop as many cannabis or controlled substances products or a crop of the consistency, quantity, or quality that we expect, which
could have a negative adverse effect on our business plan and profitability.

 Our
success depends on our ability to attract and retain research and pharmaceutical customers, but we face competition in obtaining
customers for our cannabis materials and products. There are many factors that could impact our ability to attract and retain
customers, including our ability to successfully compete based on price, produce high quality or consistent crops, continually
produce desirable and effective APIs and products that are superior to others in the market, and the successful implementation of
our customer acquisition plan and the continued growth in the aggregate number of potential customers. Competition for customers may
result in increasing our costs while also lowering the market prices for our products, and reduce our profitability. If we are not
successful in attracting and retaining customers, we may fail to be competitive or achieve profitability or sustain profitability
over time.

 As
a result of changing customer preferences, even among research or pharmaceutical customers, many products attain financial success for
a limited period of time.

 Even
if we are successful in introducing new products, a failure to gain consumer acceptance or to update products with compelling attributes
could cause a decline in our products' popularity that could reduce revenues and harm our business, operating results and financial
condition. Failure to introduce new products or product types and to achieve and sustain market acceptance could result in our being
unable to meet consumer preferences and generate revenue, which would have a material adverse effect on our profitability and financial
results from operations.

 FDA
regulation of cannabis could negatively affect the cannabis industry, which would directly affect our financial condition.

 Should
the federal government legalize cannabis, it is possible that the FDA would seek to regulate it under the Food, Drug and Cosmetics Act.
After the U.S. government removed hemp and its extracts from the CSA as part of the Agriculture Improvement Act of 2018, the FDA Commissioner
Scott Gottlieb issued a statement reminding the public of the FDA's continued authority "to regulate products containing
cannabis or cannabis-derived compounds under the Federal Food, Drug and Cosmetic Act and section 351 of the Public Health Service Act."
He also reminded the public that "it's unlawful under the FDCA to introduce food containing added cannabidiol ("CBD")
or tetrahydrocannabinol ("THC") into interstate commerce, or to market CBD or THC products, as, or in, dietary supplements,
regardless of whether the substances are hemp-derived," and regardless of whether health claims are made, because CBD and THC entered
the FDA testing pipeline as the subject of public substantial clinical investigations for GW Pharmaceuticals' Sativex (THC and
CBD) and Epidiolex (CBD). Gottlieb's statement added that, prior to introduction into interstate commerce, any cannabis product,
whether derived from hemp or otherwise, marketed with a disease claim (e.g., therapeutic benefit, disease prevention, etc.) must first
be approved by the FDA for its intended use through one of the drug approval pathways.

 The
FDA has sent numerous warning letters to sellers of CBD products making health claims. The FDA could turn its attention to the cannabis
industry at large. In addition to requiring FDA approval of cannabis products marketed as drugs, the FDA could issue rules and regulations
including certified good manufacturing practices related to the growth, cultivation, harvesting and processing of cannabis. It is also
possible that the FDA would require that facilities where cannabis is grown register with the FDA and comply with certain federally prescribed
regulations. Cannabis facilities are currently regulated by state and local governments. In the event that some or all of these federal
enforcement and regulations are imposed, we do not know what the impact would be on our operations, including what costs, requirements
and possible prohibitions may be enforced. If we are unable to comply with the regulations or registration as prescribed by the FDA,
we may be unable to continue to operate our business in its proposed form or at all. There is no guarantee that cannabinoid products
that may not be fully legal now will be able to be legally commercialized in the future or that Bright Green's products or operations
will meet any new FDA regulations or interpretations of the law, which could inhibit Bright Green's business prospects even in
the case that the federal government were to legalize cannabis.

 Due
to the FDA's position on CBD, and because we are committed to complying with both state and federal laws, any legal restriction
on the sale of products that containing extracts of cannabis could limit the legally accessible CBD/legal cannabinoid market for our
proposed products.

 Additionally,
the FDA may, in the future, decide to regulate cannabis products, which could significantly accelerate or stall the development and sale
of cannabis-based products. Currently, there is uncertainty regarding the FDA's path forward regarding cannabis. If the FDA were
to regulate cannabis, it is possible that it would distinguish between DEA-approved facilities like Bright Green's, and commercial
cannabis retailers selling directly to consumers in state-legal markets. Because Bright Green's products are not going directly
to consumers, and would only reach consumers via a prescription drug that has undergone FDA clinical trials and safety testing, it is
likely that the majority of the FDA's regulation would affect state-legal cannabis operators more so than Bright Green. However,
the effect of future FDA regulation on cannabis remains uncertain and could also have an adverse effect on our business operations, operating
costs, and performance. Moreover, there is no guarantee that the FDA will find our products safe or effective or grant us the required
approvals under the FDCA, which may inhibit our business prospects even in the case that the federal government were to legalize cannabis,
and could also create unforeseen costs created by requirements to comply with the FDCA. The same risks that apply to cannabis would also apply to many of our "Drugs Made in America" controlled
substances should the FDA seek to regulate them.

 Research
in the United States, Canada and other countries on the medical benefits, viability, safety, efficacy and dosing of cannabis, isolated
cannabinoids, and other controlled substances may cause adverse effects on our operations.

 Historically
stringent regulations related to cannabis and other Schedule I and Schedule II controlled substances have made conducting medical
and academic studies challenging. Many statements concerning the potential medical benefits of cannabinoids are based on published
articles and reports, and as a result, such statements are subject to the experimental parameters, qualifications and limitations in
the studies that have been completed. Future research and clinical trials may draw different or negative conclusions regarding the
medical benefits, viability, safety, efficacy, dosing or other facts and perceptions related to medical cannabis, and other
controlled substances which have been similarly understudied, which could adversely affect social acceptance of cannabis and the
demand for their products.

 There
can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention, or other
research findings or publicity will be favorable to the cannabis market or any particular controlled substance product or will be
consistent with earlier publicity. Adverse future scientific research reports, findings and regulatory proceedings that are, or
litigation, media attention or other publicity that is, perceived as less favorable than, or that questions, earlier research
reports, findings or publicity (whether or not accurate or with merit) could result in a significant reduction in the demand for the
cannabis products of a portfolio company. Further, adverse publicity reports or other media attention regarding the safety, efficacy
and quality of cannabis (or other controlled substances we seek to produce, such as psilocybin), or our products specifically, or
associating the consumption of cannabis or other controlled substances with illness or other negative effects or events, could
adversely affect our business. This adverse publicity could arise even if the adverse effects associated with cannabis or other
controlled substances products resulted from consumers' failure to use such products legally, appropriately or as
directed.

 The
very dynamic nature of the laws and regulations affecting the cannabis market, the federal authorization of cannabis for research, or
the state-regulated cannabis industry could materially adversely affect our proposed operations, and we cannot predict the impact that
future laws or regulations may have on us.

 Local,
state and federal cannabis laws and regulations have been evolving rapidly and are subject to varied interpretations, which could require
us to incur substantial costs associated with compliance or alter our business plan and could negatively impact our business plan or
business. We can know neither the nature of any future laws, regulations, interpretations or applications nor the effect additional governmental
regulations or administrative policies and procedures, when and if promulgated, could have on our business. For example, if cannabis
is no longer illegal under federal law, and depending on future laws or guidance on cannabis for research, we may experience a significant
increase in competition. Accordingly, any change in these laws or regulations, changes in their interpretation, or newly enacted laws
or regulations and any failure by us to comply with these laws or regulations could require changes to certain of our business practices,
negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business.

 Operating
in a highly regulated business requires significant resources.

 We
intend to operate in a highly regulated business. As a result, we expect a significant amount of our management's time and external
resources to be used to comply with the laws, regulations and guidelines that impact our business, and changes thereto, and such compliance
may place a significant burden on our management and other resources.

 Additionally,
we may be subject to a variety of laws, regulations and guidelines in each of the jurisdictions in which we distribute cannabis and
where we plan to distribute other controlled substances, which may differ among these various jurisdictions. Complying with multiple
regulatory regimes will require additional resources and may impede our ability to expand into certain jurisdictions. For example,
even if cannabis were to become legal under U.S. federal law, companies operating in the cannabis industry would have to comply with
all applicable state and local laws, which may vary greatly between jurisdictions, increasing costs for companies that operate in
multiple jurisdictions.

 The
uncertainties around funding, construction, and growing an agricultural crop pose risks to our business.

 Our
planned operations are contingent on completion of raising significant additional funding for the construction of certain facilities
in Grants, New Mexico. We need significant additional capital to build out the properties, and the timing and terms of obtaining that
capital are uncertain. It is also possible that we may not be able to raise the capital required for our construction plans.

 Delays
in obtaining the capital, onerous terms for the capital, or a failure to raise the significant capital required could have a material,
negative impact on business or plans of operations. Furthermore, we will be an agricultural supplier and will be subject to agricultural
risks related to issues such as climate change, natural disasters or pests. In particular, there could be difficulties with the first
crop or harvest in any new facility.

 The
cannabis industry is subject to the risks inherent in an agricultural business, including environmental factors and the risk of crop
failure.

 The
growing of cannabis is an agricultural process. The same applies to cultivating or propagating other controlled substances. As such
we are subject to the risks inherent to an the agricultural business, including risks of crop failure presented by weather, climate
change, water scarcity, fires, insects, plant diseases and similar agricultural risks. Although some cannabis production is
conducted indoors under climate-controlled conditions, cannabis continues to be grown outdoors, and in our case, in greenhouses
using natural light, which is susceptible to climate change, and there can be no assurance that artificial or natural elements,
such as insects and plant diseases, will not entirely interrupt production activities or have an adverse effect on the production of
cannabis and, accordingly, our operations, which could have an adverse effect on our business, financial
condition and results of operations.

 We
may be vulnerable to rising energy costs, and an increase or volatility in energy prices may adversely affect our business and results
of operations.

 Cannabis
and controlled substances growing operations consume considerable energy, which makes us vulnerable to rising energy costs and/or
the availability of stable energy sources. Accordingly, rising or volatile energy costs or the inability to access stable energy
sources may have a material adverse effect on our business, financial condition and results of operations.

 We
are subject to environmental regulations and laws, and failure to timely or completely comply with such regulations and laws, or failure
to obtain or maintain applicable licenses, may adversely affect our business.

 Cultivation
and production activities may be subject to licensing requirements relating to environment regulation. Environmental legislation and
regulations are evolving in such a manner that may result in stricter standards and enforcement, larger fines and liability and potentially
increased capital expenditures and operating costs. The application of environmental laws to our business may cause us to increase the
costs of our cultivation, production or scientific activities. Unanticipated licensing delays can result in significant delays and expenses
related to compliance with new environmental regulations, and cost overruns in our business and could affect our financial condition
and results of operations. There can be no assurance that these delays will not occur.

 The
growth of our business continues to be subject to new and changing federal, state, and local laws and regulations.

 Continued
development of the cannabis industry is dependent upon further legalization of cannabis at the state level, and a number of factors could
slow or halt progress in this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation
of legislation legalizing cannabis use, or its cultivation, manufacturing, processing, transportation, distribution, storage and/or sale,
or the re-criminalization or restriction of cannabis at the state level, could negatively impact our business, even though we are primarily
regulated by the DEA. Additionally, changes in applicable federal, state, and local regulations, including zoning restrictions, environmental
requirements, FDA compliance, security requirements, or permitting requirements and fees, could restrict the products and services we
may offer or impose additional compliance costs on us. Violations of applicable laws, or allegations of such violations, could disrupt
our business and result in a material adverse effect on our operations. We cannot predict the nature of any future laws, regulations,
interpretations or applications, including local, state, federal, or environmental, and it is possible that regulations may be enacted
in the future that will be materially adverse to our business or which would have materially significant costs of compliance which could
negatively impact our business.

 We
are subject to risks, including delays, from our ongoing and future construction projects, which may result from reliance on third parties,
delays relating to material delivery and supply chains, and fluctuating material prices, among other factors.

 We
are subject to several risks in connection with the construction of our projects, including the availability and performance of
engineers and contractors, suppliers and consultants, the availability of funding, and the receipt of required governmental
approvals, licenses and permits, and the projected timeline for construction, which could change due to delays. Any delay in the
performance of any one or more of the contractors, suppliers, consultants or other persons on which we are dependent in connection
with our construction activities, a delay in or failure to receive or renew the required governmental approvals, licenses and
permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful
operation of the operational elements in connection with construction could delay or prevent the construction of the additional
phases of the facilities as planned. There can be no assurance that current or future construction plans implemented by us will be
successfully completed on time, within budget and without design defect, that the necessary personnel and equipment will be
available in a timely manner or on reasonable terms to complete construction projects successfully, that we will be able to obtain
all necessary governmental approvals, licenses and permits, or that the completion of the construction, the start-up costs and the
ongoing operating costs will not be significantly higher than anticipated by us. Any of the foregoing factors could adversely impact
our operations and financial condition.

 The
costs to procure such materials and services to build new facilities may fluctuate widely based on the impact of numerous factors beyond
our control including, international, economic and political trends, foreign currency fluctuations, expectations of inflation, global
or regional consumptive patterns, speculative activities and increased or improved production and distribution methods.

 Global
demand on shipping and transport services may cause us to experience delays in the future, which could impact our ability to obtain materials
or build our facilities in a timely manner. These factors could otherwise disrupt our operations and could negatively impact our business,
financial condition and results of operations.

 Logistical
problems, unexpected costs, and delays in facility construction, which we cannot control,
can cause prolonged disruption to or increased costs of third-party transportation services used to ship materials, which could negatively
affect our facility building schedule, and more generally our business, financial condition, results of operations and prospects. If
we experience significant unexpected delays in construction, we may have to delay or limit our production depending on the timing and
extent of the delays, which could harm our business, financial condition and results of operation.

 Product
recalls could adversely affect our business.

 Our
products could become subject to recall or return for various reasons, including product defects, such as contamination, unintended harmful
side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of our
products are recalled due to an alleged product defect, regulatory requirements or for any other reason, we could be required to incur
the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant
amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require
significant management attention. Recall of products could lead to adverse publicity, decreased demand for our products and could have
significant reputational and brand damage. Although we have detailed procedures in place for testing finished products, there can be
no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory
action or lawsuits. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material
adverse effect on our results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of
our operations by health authorities or regulatory agencies where the Company operates or products are sold, requiring further management
attention and potential legal fees and other expenses.

 Our
planned future sale of cannabis and controlled substances products could expose us to significant product liability
risks.

 We
may be subject to various product liability claims, including, among others, that our products caused injury or illness, include inadequate
instructions for use or include inadequate warnings concerning possible side effects or interactions with other substances. A product
liability claim or regulatory action against us could result in increased costs, could adversely affect our reputation with our clients
and consumers generally, and could have a material adverse effect on our business, financial condition and results of operations. There
can be no assurances that we will be able to obtain or maintain product liability insurance on acceptable terms or with adequate coverage
against potential liabilities. Such insurance is expensive and may not be available in the future on acceptable terms, or at all. The
inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims
could prevent or inhibit the commercialization of our potential products.

 Recent
Enforcement by U.S. Customs and Border Protection (CBP) against State Legal Cannabis in New Mexico Could Disrupt Transport of Our Products
and Reduce Our Profitability

 Recently,
U.S. Customs and Border Protection ("CBP") has conducted several seizures of state-legal cannabis products at interior checkpoints
in New Mexico, around the Las Cruces area. These seizures have involved detaining industry workers, confiscating hundreds of pounds of
cannabis, and disrupting the transportation of products from southern New Mexico to testing facilities and retailers in the central and
northern parts of the state. This may represent a policy change at CBP that is inconsistent with current federal non-enforcement of state-legal
operations, and has raised concerns among industry stakeholders and state lawmakers. While our Company's cannabis products are federally
legal, unlike state-legal cannabis that has been seized by CBP in New Mexico, the confusion around the laws by a government agency like
CBP could still result in our product being seized, or the transport of our product being disrupted. The loss of product due to a seizure
by CBP could interrupt our business and cause us to lose profitability, particularly if it is a key shipment that is disrupted by CBP
intervention. Additionally, a seizure of our legal products would require significant management attention and potential legal fees and
other expenses.

 A
significant failure or deterioration in our quality control systems could have a material adverse effect on our business and operating
results.

 The
quality and safety of our products are critical to the success of our business and operations. As such, it is imperative that our (and
our service providers') quality control systems operate effectively and successfully. Quality control systems can be negatively
impacted by the design of the quality control systems, the quality training programs and adherence by employees to quality control guidelines.
Although we strive to ensure that all of our service providers have implemented and adhere to high-quality control systems, any significant
failure or deterioration of such quality control systems could have a material adverse effect on our business and operating results.

 We
are subject to liability arising from any fraudulent or illegal activity by our employees, contractors and consultants.

 We
are exposed to the risk that our employees, independent contractors and consultants may engage in fraudulent or other illegal activity.
Misconduct by these parties could include intentional, reckless, or negligent conduct or disclosure of unauthorized activities to us
that violate (i) government regulations, (ii) manufacturing standards, (iii) federal, state and provincial healthcare fraud and abuse
laws and regulations, or (iv) laws that require the true, complete and accurate reporting of financial information or data. It is not
always possible for us to identify and deter misconduct by our employees and other third parties, and the precautions taken by us to
detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental
investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any actions
are brought against us, including by former employees, independent contractors or consultants, and we are not successful in defending
ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil,
criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future
earnings, and the curtailment of our operations, any of which would have an adverse effect on our business, financial condition and results
from operations.

 We
will need to raise substantial additional funds in the future, which funds may not be available or, if available, may not be available
on acceptable terms.

 Designing
and constructing cultivation, processing and distribution facilities and cultivating and producing cannabis and other controlled
substances is expensive. Changing circumstances may cause us to consume capital more rapidly than we currently anticipate. For
example, we may incur costs for the design and construction of cultivation, processing and dispensary facilities that greatly exceed
our current budget for such projects. Alternatively, we may identify opportunities to acquire additional cannabis licenses or other
controlled substances licenses that we believe would be beneficial to us. The acquisition of such licenses, and the cost of
acquiring the related cultivation, processing or distribution facilities or, if not in existence or completed, the design and
construction of such facilities may require substantial capital. In such events, we may need to raise additional capital to fund the
completion of any such projects.

 Furthermore,
the cannabis industry is in its early stages and it is likely that we and our competitors will seek to introduce new products in the
future which may include new genetic formulations. In attempting to keep pace with any new market developments, we will need to expend
significant amounts of capital to successfully develop and generate revenues from new products, including new genetic formulations. We
may also be required to obtain additional regulatory approvals from applicable authorities based on the jurisdictions in which we plan
to distribute our products, which may take significant time. We may not be successful in developing effective and safe new products,
bringing such products to market in time to be effectively commercialized or obtaining any required regulatory approvals, which together
with capital expenditures made in the course of such product development and regulatory approval processes, may have a material adverse
effect on our business, financial condition and results of operations.

 We
may need to raise additional funds in the future to support our operations. If we are required to secure additional financing, such additional
fundraising efforts may divert our management from our day-to-day activities, and we may be required to:

 significantly
 delay, scale back or discontinue the design and construction of any cultivation, processing and dispensary facilities for which we
 are awarded licenses or

 relinquish
 any cultivation, processing and dispensary licenses that we are awarded, or sell any cultivation, processing or distribution facilities
 that we are designing and constructing.

 If
we are required to conduct additional fundraising activities and we are unable to raise additional capital in sufficient amounts or on
terms acceptable to us, we may be prevented from executing upon our business plan. This would have a material adverse effect on our business,
financial condition and results of operations.

 There
is no guarantee that we will be able to continue to raise funds through our EB-5 Program, if and when such program receives requisite
regulatory approvals.

 On
February 1, 2023, we initiated our EB-5 Program, whereby we may issue up to an aggregate of 12,609,152 shares of common stock to accredited
or institutional investors, at a price of $39.99 per share. As of the date of this Annual Report, we have issued an aggregate of 44,010
shares.

 On
March 29, 2024, we modified our private placement offering authorizing 20,000,000 shares to be sold at $2.00 per share pursuant to the
U.S. government's EB-5 immigrant investor program.

 There is no guarantee that we will raise sufficient funds under the
EB-5 Program to avoid the need for parallel fundraising activities. If we are required to conduct additional fundraising activities and
we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may be prevented from executing upon
our business plan. This would have a material adverse effect on our business, financial condition and results of operations. See "Item
1A. Risk Factors – We will need to raise substantial additional funds in the future, which funds may not be available or, if available,
may not be available on acceptable terms", and "Item 1. Business – Bright Green EB-5 Program" for more information.

 We
are dependent on our banking relations, and while we currently have a stable banking relationship and operate in compliance with all
applicable laws, we could have difficulty accessing or consistently maintaining banking or other financial services due to banks'
risk aversion toward serving even legal parts of the cannabis industry.

 We
are dependent on the banking industry to support the financial functions of our company. Our business operating functions including payroll
for our employees and other expenses and transactions which are reliant on traditional banking. Additionally, we anticipate that our
clients will pay us via wire transfer to our bank accounts, or via checks that we deposit into our banks. We require access to banking
services for both us and our clients to receive payments in a timely manner. Lastly, to the extent we rely on any lines of credit, these
could be affected by our relationships with financial institutions and could be jeopardized if we lose access to a bank account.

 Important
components of our offerings depend on client accounts and relationships, which in turn depend on banking functions. Most federal and
federally-insured state banks currently do not serve businesses that grow and sell cannabis products under state laws on the stated ground
that growing and selling cannabis is illegal under federal law, even though the Treasury Department's Financial Crimes Enforcement
Network ("FinCEN"), issued guidelines to banks in February 2014 that clarified how financial institutions can provide services
to cannabis-related businesses, consistent with financial institutions' obligations under the Bank Secrecy Act. The continued uncertainty
surrounding financial transactions related to federally-illegal cannabis activities and the subsequent risks this uncertainty presents
to financial institutions may result in their discontinuing services to the cannabis industry or limit their ability to provide services
to the cannabis industry or even federally-legal cannabis businesses like ours, because of the misperception that we are a cannabis business
like federally illegal ones are. While we are not transacting in any way with non-federally legal cannabis, it is possible that banks
could view us as a risk because of our association with cannabis or a misunderstanding of our legal status.

 While
our business is federally legal and complies with the CSA, it is possible we could still face banking difficulties. Banks have and may
continue to consider us to be part of the cannabis industry that is subject to banking restrictions. If we were to lose any of our banking
relationships or fail to secure additional banking relationships in the future, we could experience difficulty and incur increased costs
in the administration of our business, paying our employees, accepting payments from clients, each of which may adversely affect our
reputation or results of operations. Additionally, the closure of many or one of our bank accounts due to a bank's reluctance to
provide services to a cannabis business, even though we are operating legally under U.S. law, would require significant management attention
from us and could materially adversely affect our business and operations.

 We
may engage in future acquisitions or strategic transactions, which may require us to seek additional
financing or financial commitments, increase our expenses and/or present significant distractions to our management.

 In the event we engage in an
acquisition or strategic transaction, we may need to acquire additional financing (particularly, if the acquired entity is not cash flow
positive or does not have significant cash on hand). Obtaining financing through the issuance or sale of additional equity and/or debt
securities, if possible, may not be at favorable terms and may result in additional dilution to our current stockholders. Additionally,
any such transaction may require us to incur non-recurring or other charges, may increase our near and long-term expenditures and may
pose significant integration challenges or disrupt our management or business, which could adversely affect our operations and financial
results. For example, an acquisition or strategic transaction may entail numerous operational and financial risks, including the risks
outlined above and additionally:

 exposure
 to unknown liabilities;

 disruption
 of our business and diversion of our management's time and attention in order to develop acquired products or technologies;

 higher
 than expected acquisition and integration costs;

 write-downs
 of assets or goodwill or impairment charges;

 increased
 amortization expenses;

 difficulty
 and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

 impairment
 of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership; and

 inability
 to retain key employees of any acquired businesses.

 Accordingly,
although there can be no assurance that we will undertake or successfully complete any transactions of the nature described above, and
any transactions that we do complete could have a material adverse effect on our business, results of operations, financial condition
and prospects.

 Risks
Related to our Business and Operations - Intellectual Property

 We
may be forced to litigate to defend our intellectual property rights, or to defend against claims by third parties against us relating
to intellectual property rights.

 We
may be forced to litigate to enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity
and scope of other parties' proprietary rights. Any such litigation could be very costly and could distract our management from
focusing on operating our business. The existence and/or outcome of any such litigation could harm our business.

 We
are subject to risks related to information technology systems, including cyber-security risks; successful cyber-attacks or technological
malfunctions can result in, among other things, financial losses, the inability to process transactions, the unauthorized release of
confidential information and reputational risk, all of which would negatively impact our business, financial condition or results of
operations.

 Our
use of technology is critical to our continued operations. We are susceptible to operational, financial and information security risks
resulting from cyber-attacks or technological malfunctions. Successful cyber-attacks or technological malfunctions affecting us or our
service providers can result in, among other things, financial losses, the inability to process transactions, the unauthorized release
of confidential or proprietary information and reputational risk. As cybersecurity threats continue to evolve, we may be required to
use additional resources to continue to modify or enhance protective measures or to investigate security vulnerabilities, which could
have a material adverse effect on our business, financial condition or results of operations.

 We
are reliant on our intellectual property; failure to protect our intellectual property could negatively affect our business, financial
condition or results of operations.

 Our
success will depend in part on our ability to use and develop new extraction technologies, know-how and new strains of cannabis. We may
be vulnerable to competitors who develop competing technology, whether independently or as a result of acquiring access to the proprietary
products and trade secrets of acquired businesses. In addition, effective future patent, copyright and trade secret protection may be
unavailable or limited in the U.S. due to federal illegality or in foreign countries and may be unenforceable under the laws of some
jurisdictions. Failure to adequately maintain and enhance protection over our proprietary techniques and processes, as well as over our
unregistered intellectual property, including policies, procedures and training manuals, could have a material adverse effect on our
business, financial condition or results of operations.

 Risks
Related to Ownership of Our Common Stock

 Our
common stock has a limited trading history and an active trading market may not develop or continue to be liquid, and the market price
of our shares of common stock may be volatile.

 Our
common stock is listed and traded on Nasdaq. Prior to the listing on Nasdaq, there had not been a public market for our common
stock, and an active market for our common stock may not develop or be sustained, which could depress the market price of our
securities and could affect the ability of our stockholders to sell our common stock at favorable prices. In the absence of an
active public trading market, investors may not be able to liquidate their investments in our shares of common stock. An inactive
market may also impair our ability to raise capital by selling our common stock or equity-linked securities, our ability to motivate
our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our
common stock or equity-linked securities consideration. Further, the market price of our common stock has been and may continue to
be, volatile. Between May 17, 2022, the date our common stock began trading on Nasdaq, and April 11, 2024, the market price of our
common stock ranged from a high of $58.00 on May 18, 2022 to a low of $0.1501 on February 13, 2024.

 The
market price of our common stock has been extremely volatile and may continue to be volatile due to numerous circumstances beyond our
control.

 The
market price of our common stock has fluctuated, and may continue to fluctuate, widely, due to many factors, some of which may be beyond
our control. These factors include, without limitation:

 "short
 squeezes";

 comments
 by securities analysts or other third parties, including blogs, articles, message boards and social and other media;

 an
 increase or decrease in the short interest in our common stock;

 actual
 or anticipated fluctuations in our financial and operating results;

 risks
 and uncertainties associated with events and macroeconomics events such as the ongoing COVID-19 pandemic, fluctuations in U.S. interest
 rates and rapid inflation; and

 overall
 general market fluctuations.

 Publicly
traded companies' stock prices in general, and our stock price in particular, have experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating performance of those companies and our company. For
example, between May 17, 2022, the date our common stock began trading on Nasdaq, and April 11, 2024, the market price of our
common stock ranged from a high of $58.00 on May 18, 2022 to a low of 0.1501 on February 13, 2024. These broad market fluctuations may adversely
affect the trading price of our common stock. In particular, a proportion of our common stock has been, and may continue to be,
traded by short sellers which may put pressure on the supply and demand for our common stock, further influencing volatility in the
market price. Additionally, these and other external factors have caused, and may continue to cause, the market price and demand of
our common stock to fluctuate, which may limit or prevent investors from readily selling their shares of common stock and may
otherwise negatively affect the liquidity of our common stock.

 A
"short squeeze" due to a sudden increase in demand for shares of our common stock could lead to extreme price volatility
in shares of our common stock.

 Investors
may purchase shares of our common stock to hedge existing exposure or to speculate on the price of our common stock. Speculation of the
price of our common stock may lead to long and short exposures. To the extent aggregate short exposure exceeds the number of shares of
our common stock available for purchase on the open market, investors with short exposure may have to pay a premium to repurchase shares
of our common stock for delivery to lenders of our common stock. Those repurchases may in turn, dramatically increase the price of our
common stock until additional shares of our common stock are available for trading or borrowing. This is often referred to as a "short
squeeze." A proportion of our common stock has been, and may continue to be, traded by short sellers which may increase the likelihood
that our common stock will be the target of a short squeeze. A short squeeze could lead to volatile price movements in shares of our
common stock that are unrelated or disproportionate to our operating performance and, once investors purchase the shares of our common
stock necessary to cover their short positions, the price of our common stock may rapidly decline. Investors that purchase shares of
our common stock during a short squeeze may lose a significant portion of their investment.

 You
may be diluted by issuances of preferred stock or additional common stock in connection with our incentive plans, acquisitions or otherwise;
future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.

 Our
certificate of incorporation, as amended and restated, authorizes us to issue up to 500,000,000 shares of common stock and up to 10,000,000
shares of preferred stock. Additionally, our amended and restated certificate of incorporation which authorizes us to issue shares of
common stock and options, rights, warrants and appreciation rights relating to our common stock for the consideration and on the terms
and conditions established by our Board of Directors (the "Board"), in its sole discretion. We could issue a significant
number of shares of common stock in the future in connection with investments or acquisitions. Any of these issuances could dilute our
existing stockholders, and such dilution could be significant. Moreover, such dilution could have a material adverse effect on the market
price for the shares of our common stock.

 The
future issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of shares of our
common stock, either by diluting the voting power of our common stock if the preferred stock votes together with the common stock as
a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class
vote, even if the action were approved by the holders of our shares of our common stock.

 The
future issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable
to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common
stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion
price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase
common stock at the lower conversion price, causing economic dilution to the holders of common stock.

 On
December 12, 2022, our stockholders approved the Bright Green Corporation 2022 Omnibus Equity Compensation Plan (the "Plan").
An aggregate of 13,547,384 shares of common stock are reserved for issuance under the Plan, and awards under the Plan may come in the
form of options (including non-qualified options and incentive stock options), SARs, restricted shares, performance shares, deferred
stock, restricted stock units, dividend equivalents, bonus shares or other stock-based awards.

 The
future exercise of registration rights may adversely affect the market price of our common stock.

 Certain
of our stockholders have registration rights for restricted securities. In addition, certain registration rights holders can request
underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares
intend to sell shares, could reduce the market price of our common stock.

 We
do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 We
currently intend to retain our future earnings, if any, for the foreseeable future, to fund the development and growth of our business.
We do not intend to pay any dividends to holders of our common stock in the foreseeable future. Any decision to declare and pay dividends
in the future will be made at the discretion of our Board taking into account various factors, including our business, operating results
and financial condition, current and anticipated cash needs, plans for expansion, any legal or contractual limitations on our ability
to pay dividends under our loan agreements or otherwise. As a result, if our Board does not declare and pay dividends, the capital appreciation
in the price of our common stock, if any, will be your only source of gain on an investment in our common stock, and you may have to
sell some or all of your common stock to generate cash flow from your investment.

 If
securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding
our common stock, its trading price and volume could decline.

 We
expect the trading market for our common stock to be influenced by the research and reports that industry or securities analysts publish
about us, our business or our industry. As a new public company, we do not currently have and may never obtain research coverage by securities
and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock may be
negatively impacted. If we obtain securities or industry analyst coverage and if one or more of these analysts cease coverage of our
company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our
stock price or trading volume to decline and our common stock to be less liquid. Moreover, if one or more of the analysts who cover us
downgrades our stock or publishes inaccurate or unfavorable research about our business, or if our results of operations do not meet
their expectations, our stock price could decline.

 We
are an " emerging growth company," and our election to comply with the reduced disclosure requirements as a
public company may make our common stock less attractive to investors.

 For
so long as we remain an "emerging growth company" as defined in the JOBS Act, we may take advantage of certain exemptions
from various requirements that are applicable to public companies that are not "emerging growth companies," including not
being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the
"Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy
statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a
non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We may lose our emerging growth company status and become subject to the SEC's internal control over financial reporting management
and auditor attestation requirements. If we are unable to certify the effectiveness of our internal controls, or if our internal controls
have a material weakness, we could be subject to regulatory scrutiny and a loss of confidence by stockholders, which could harm our business
and adversely affect the market price of our common stock.

 We
will cease to be an "emerging growth company" upon the earliest to occur of: (i) the last day of the fiscal year in which
we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, with at least $700 million
of equity securities held by non-affiliates; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion
in non-convertible debt securities; and (iv) the last day of the fiscal year following the fifth anniversary of becoming a public company.
As an emerging growth company, we may choose to take advantage of some but not all of these reduced reporting burdens. Accordingly, the
information we provide to our stockholders may be different than the information you receive from other public companies in which you
hold stock. In addition, the JOBS Act also provides that an "emerging growth company" can take advantage of an extended transition
period for complying with new or revised accounting standards.

 We
have elected to take advantage of this extended transition period under the JOBS Act. As a result, our operating results and financial
statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised
accounting standards. It is possible that some investors will find our common stock less attractive as a result, which may result in
a less active trading market for our common stock and higher volatility in our stock price.

 We
are a " smaller reporting company," and our election to comply with the reduced disclosure requirements as a
public company may make our common stock less attractive to investors.

 For
so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other
requirements that are applicable to other public companies that are not smaller reporting companies, such as providing only two years
of audited financing statements. We may continue to be a smaller reporting company if either (i) the market value of our stock held by
non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is
less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less
than $700 million measured on the last business day of our second fiscal quarter.

 If
we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from
certain disclosure requirements that are available to smaller reporting companies. It is possible that some investors will find our common
stock less attractive as a result, which may result in a less active trading market for our common stock and higher volatility in our
stock price.

 Provisions
of our amended and restated certificate of incorporation and bylaws may delay or prevent a take-over that may not be in the best interests
of our stockholders.

 Provisions
of our amended and restated certificate of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and
by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.

 In
addition, our amended and restated certificate of incorporation authorizes the issuance of shares of preferred stock which will have
such rights and preferences determined from time to time by our Board. Our Board may, without stockholder approval, issue additional
preferred shares with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other
rights of the holders of our common stock.

 The
choice of forum provision in our amended and restated bylaws, could limit our stockholders' ability to obtain a favorable judicial
forum for disputes with us or our directors, officers or colleagues.

 Our
amended and restated bylaws, provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive
forum for any derivative action or proceeding brought on behalf of us, any action asserting a claim of breach of a fiduciary duty owed
by any of our directors, officers or other employees to us or our stockholders, any action asserting a claim arising pursuant to any
provision of the DGCL, or any action asserting a claim governed by the internal affairs doctrine, shall be a state or federal court located
within the state of Delaware, in all cases subject to the court's having personal jurisdiction over the indispensable parties named
as defendants. The choice of forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds
favorable for disputes with us or our directors, officers or other colleagues, which may discourage such lawsuits against us and our
directors, officers and other colleagues. Alternatively, if a court were to find such choice of forum provisions to be inapplicable or
unenforceable in an action, including but not limited to claims brought in connection with the Securities Act of 1934, as amended (the
"Securities Act"), or Exchange Act, we may incur additional costs associated with resolving such action in other jurisdictions,
which could adversely affect our business and financial condition. Investors are unable to waive compliance with U.S. federal securities
laws and the rules and regulations thereunder.

 The
forum selection provision is intended to apply "to the fullest extent permitted by applicable law," subject to certain exceptions.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought
to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
In addition, the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations thereunder.

 This
choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.
As such, stockholders of the Company seeking to bring a claim regarding the internal affairs of the Company may be subject to increased
costs associated with litigating in Delaware as opposed to their home state or other forum, precluded from bringing such a claim in a
forum they otherwise consider to be more favorable, and discouraged from bringing such claims as a result of the foregoing or other factors
related to forum selection. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated
bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other
jurisdictions, which could harm our business, operating results and financial condition.

 The
requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract
and retain executive management and qualified board members.

 As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other
applicable securities rules and regulations. Compliance with these rules and regulations involves significant legal and financial compliance
costs, may make some activities more difficult, time-consuming or costly and may increase demand on our systems and resources, particularly
after we are no longer an "emerging growth company," as defined in the JOBS Act. The Exchange Act requires, among other things,
that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires,
among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order
to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this
standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from
other business concerns, which could adversely affect our business and operating results. We may need to hire more employees in the future
or engage outside consultants, which will increase our costs and expenses.

 In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for
public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations
and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application
in practice may evolve over time as regulatory and governing bodies provide new guidance. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to
invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative
expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our
efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due
to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business
may be adversely affected.

 However,
for as long as we remain an "emerging growth company," we may take advantage of certain exemptions from various reporting
requirements that are applicable to public companies that are not "emerging growth companies" including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We may take advantage of these reporting exemptions until we are no longer an "emerging growth company." We would cease to
be an "emerging growth company" upon the earliest of: (i) the last day of the fiscal year following the fifth anniversary
the last day of the fiscal year ending after the fifth anniversary of the listing of our common stock on Nasdaq; (ii) the first fiscal
year after our annual gross revenues are $1.235 billion or more; (iii) the date on which we have, during the previous three-year period,
issued more than $1.0 billion in non-convertible debt securities; or (iv) as of the end of any fiscal year in which the market value
of the common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

 As
a result of disclosure of information in this Annual Report and in filings required of a public company, our business and financial condition
are highly visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims
are successful, our business and operating results could be adversely affected, and even if the claims do not result in litigation or
are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management
and adversely affect our business and operating results.

 We
are subject to additional regulatory burdens as a public company.

 We
are required to operate, maintain and oversee financial management control systems to manage our obligations as a public company listed
on Nasdaq and registered with the SEC. These areas include corporate governance, corporate controls, disclosure controls and procedures
and financial reporting and accounting systems. We expended significant resources to improve these systems in preparation for becoming
a public company, and continue to review and improve these systems, but we cannot assure holders of our common stock that these and other
measures we might take will be sufficient to allow us to satisfy our obligations as a public company. In addition, compliance with reporting
and other requirements applicable to public companies listed on Nasdaq create additional costs for us and require management's
time and attention. We cannot predict the amount of the additional costs that we might incur, the timing of such costs or the impact
that management's attention to these matters will have on our business.

 Our
failure to meet the continuing listing requirements of Nasdaq could result in a de-listing of our securities.

 On
August 16, 2023, we received a written notification (the "Notice Letter") from Nasdaq indicating that we were not in compliance
with Nasdaq Listing Rule 5550(a)(2), as the closing bid price for our common stock was below the $1.00 per share requirement for the
last 30 consecutive business days (the "Bid Price Rule"). The Notice Letter stated that we have 180 calendar days, or until
February 12, 2024, to regain compliance with the minimum bid price requirement.

 On
February 13, 2024, we received notice (the "Approval") from Nasdaq that the Company has been granted an additional 180-day
grace period, or until August 12, 2024, to regain compliance with the Bid Price Rule. To regain compliance with the Bid Price Rule and
qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Company's common stock must
be at least $1.00 for at least 10 consecutive business days on or prior to August 12, 2024. If the Company fails to regain compliance
during the additional compliance period, then Nasdaq will notify the Company of its determination to delist the Company's common
stock, at which point the Company would have an opportunity to appeal the delisting determination to a Nasdaq Listing Qualifications
Panel (the "Panel"), but there can be no assurance that the Panel would grant the Company's request for continued listing.
As a condition of the Approval imposed by Nasdaq Listing Rule 5810(c)(3)(a), the Company notified Nasdaq that it would seek to implement
a reverse stock split, if necessary, to regain compliance with the Bid Price Rule.

 If
we fail to satisfy the continuing listing requirements of such as minimum closing bid price requirements, as discussed above, the corporate
governance, or stockholders' equity or minimum closing bid price requirements, Nasdaq may take steps to delist our common stock.
Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders' ability
to sell or purchase our common stock. In the event of a delisting, we would likely take actions to restore our compliance with Nasdaq's
listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed
again, stabilize the market price or improve the liquidity of our securities, prevent our common stock from dropping below the Nasdaq
minimum bid price requirement or prevent future non-compliance with Nasdaq's listing requirements.

 We
may be exposed to currency fluctuations.

 Although
our revenues and expenses are expected to be predominantly denominated in U.S. dollars, we may be exposed to currency exchange fluctuations.
Recent events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the
exchange rate between the U.S. dollar and the currency of other regions in which we may operate or have customers may have a material
adverse effect on our business, financial condition and operating results. We may, in the future, establish a program to hedge a portion
of our foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However,
even if we develop a hedging program, there can be no assurance that it will effectively mitigate currency risks.

 Shares
eligible for future sale may have adverse effects on our share price.

 Sales
of substantial amounts of shares or the perception that such sales could occur may adversely affect the prevailing market price for our
shares. We may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes.
Therefore, it may not be possible for existing shareholders to participate in such future share issuances, which may dilute the existing
shareholders' interests in us.

 If
we cannot continue to satisfy the rules of Nasdaq, our securities may be delisted, which could negatively impact the price of our securities
and your ability to sell them.

 Even
though our common stock is listed on Nasdaq, we cannot assure you that our common stock will continue to be listed on Nasdaq.

 We
are required to comply with certain rules of Nasdaq, including those regarding minimum shareholders' equity, minimum share price,
minimum market value of publicly held shares, and various additional requirements. We may not be able to continue to satisfy these requirements
and applicable rules. If we are unable to satisfy Nasdaq criteria for maintaining our listing, our securities could be subject to delisting.

 If
Nasdaq delists our securities from trading, we could face significant consequences, including:

 a
 limited availability for market quotations for our securities;

 reduced
 liquidity with respect to our securities;

 a
 determination that our common stock is a "penny stock," which will require brokers trading in our common stock to adhere
 to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common
 stock;

 limited
 amount of news and analyst coverage; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 Investment
in our common stock is speculative and involves a high degree of risk. You may lose your entire investment.

 There
is no guarantee that the common stock will earn any positive return in the short term or long term. A holding of our common stock is
speculative and involves a high degree of risk and should be undertaken only by holders whose financial resources are sufficient to enable
them to assume such risks and who have no need for immediate liquidity in their investment. A holding of our common stock is appropriate
only for holders who have the capacity to absorb a loss of some or all of their holdings.

 Your
ownership interest will be diluted and our stock price could decline when we issue additional shares of common stock.

 We
expect to issue from time to time in the future additional shares of common stock or securities convertible into, or exercisable or exchangeable
for, shares of common stock in connection with possible financings, acquisitions, equity incentives for employees or otherwise. Any such
issuance could result in substantial dilution to existing shareholders and cause the trading price of the common stock to decline.

 Under
our EB-5 Program, as modified on March 29, 2024, we may issue up to an aggregate of 20,000,000 shares of common stock.

 We
have issued warrants and may continue to issue additional securities in the future. The exercise of these warrants and the sale of the
common stock issuable thereunder may dilute your percentage ownership interest and may also result in downward pressure on the price
of our common stock.

 As of December 31, 2023, we have issued and have outstanding warrants to purchase (i) 9,323,810 shares of common
stock initially exercisable at a price of $1.05 per share, subject to adjustment as described therein,
and has since been reduced to $0.95 per share as a result of the May 2023 modification, (ii) 3,684,210 shares of common stock at an exercise
price of $0.95 per share, and (iii) 2,827,960 shares of common stock at an exercise price of $3.00, subject to adjustment as described
therein. Because the market for our common stock may be thinly traded, the sales and/or the perception that those sales may occur, could
adversely affect the market price of our common stock. Furthermore, the mere existence of a significant number of shares of common stock
issuable upon exercise of our outstanding securities may be perceived by the market as having a potential dilutive effect, which could
lead to a decrease in the price of our common stock.

 Item
1B. Unresolved Staff Comments.

 Not

 Item
1C. Cybersecurity.

 We
operate in the cannabis sector, which is subject to various cybersecurity risks that could adversely affect our business, financial condition,
and results of operations, including theft; fraud; extortion; harm to employees or customers; violation of privacy laws and other litigation
and legal risk; and reputational risk. We recognize the importance of assessing, identifying, and managing material risks associated
with cybersecurity threats. Both our executive management team and our board of directors are involved in the assessment, identification,
and management of such risks, including prevention, mitigation, detection, and remediation of cybersecurity incidents.

 Our
executive management team is responsible for day-to-day assessment, identification and management of material risks from cybersecurity
threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. The executive management team monitors
current events in order to remain aware of current cybersecurity threats and is informed of cybersecurity incidents as they arise by
our frontline personnel.

 Our
board of directors is responsible for oversight of risks from cybersecurity threats in conjunction with our executive management team.
Our board of directors receives updates from our management team with respect to risks from cybersecurity threats and are notified of
any new significant cybersecurity threats or incidents as they arise. Additionally, our board of directors considers risks from cybersecurity
threats as part of its overall assessment of risk management, including its general oversight of the Company's business strategy,
risk management policies, and financials.

 To
date, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our business strategy,
results of operations or financial condition, and we are not aware of any cybersecurity incidents that are reasonably likely to materially
affect the Company, including our business strategy, results of operations, or financial condition. For further information regarding
the risks associated with cybersecurity incidents, see "Risk Factors-Our business and operations would suffer in the event of computer
system failures, cyber-attacks or deficiencies in our cyber-security or those of third-party providers" in Item 1A of this Annual
Report on Form 10-K.

 Item
2. Properties.

 The
following table sets forth the Company's owned and leased physical properties as of December 31, 2023, which include corporate offices,
cultivation and production facilities (operating and under construction). In addition to the currently owned and leased property, the
Company holds two options, each for the purchase of 300 acres of land in Grants, New Mexico.

 Property
 Type

 Owned/Leased

 County

 State

 Agricultural
 Property – 40 acres

 Owned

 Cibola

 New
 Mexico

 Agricultural
 Property – 70 acres

 Owned

 Cibola

 New
 Mexico

 Office

 Leased

 Broward

 Florida

 As
of December 31, 2023, we notified the land owners of our intention to exercise the two options and are in process of negotiating final
terms of acquisition, which is contingent on financing.

 Corporate
Headquarters

 Our
principal executive offices are located at 1033 George Hanosh Boulevard Grants, NM 87020, and our telephone number is (833) 658-1799.
The Company believes that its existing facilities and other available properties will be sufficient for its needs for the foreseeable
future.

 Item
3. Legal Proceedings.

 From
time to time, we may be involved in legal proceedings arising from the normal course of business activities. Defending such proceedings
is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be
predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement
costs, diversion of management resources and other factors. Other than as set forth below, we are not presently a party to any litigation
the outcome of which, if determined adversely to us, would in our estimation, have a material adverse effect on our business, operating
results, cash flows or financial condition.

 Green Corporation v. John Fikany, D-1333-CV-202000231, State of New Mexico, County of Cibola, Thirteenth Judicial District. On
 October 23, 2020, the Company filed a complaint for declaratory judgment against a consultant of the Bright Green Group of Companies,
 an entity unrelated to the Company, to determine if defendant is entitled to 5,000,000 shares of the Company's common stock,
 based on a failure to fulfil agreed upon conditions precedent to earning such shares from the Company. Defendant counterclaimed and
 filed a third-party claim against Lynn Stockwell, founder and a director of the Company, and Ms. Stockwell's husband, for claims
 including wrongful termination and breach of contract. The Company denies defendants allegations and have set forth arguments refuting
 defendant's counterclaims and third-party claims. The trial date for the case has been scheduled for April 22, 2024.

 Green Corporation v. Jerry Capussi, D-1333-CV-202000252, State of New Mexico, County of Cibola, Thirteenth Judicial District. On
 November 16, 2020, the Company and defendant, a former consultant of Sunnyland Farms Inc, an entity unrelated to the Company, each
 filed claims for declaratory judgment seeking to determine by court order whether defendant is entitled to (i) shares of common stock
 in the Company (amounting to no more than 108,000 shares) or (ii) fair market value of defendant's equity ownership of BGGI.
 The lawsuit is in early discovery stages, and we are preparing arguments for a summary judgment motion. There are no claims for specific
 monetary liability against either party.

 Item
4. Mine Safety Disclosures.

 Not

 PART
II

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

 Market

 Our
common stock is listed on Nasdaq under the symbol "BGXX". On April 11, 2024, the closing price of our common stock was
$0.24 per share.

 Holders
of Our common stock

 As
of April 11, 2024, we had 100 holders of record of our common stock. Certain shares are held in "street" name and
accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. This number of holders
of record also does not include stockholders whose shares may be held in trust by other entities.

 Dividend
Policy

 Since
our inception, we have not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings,
if any, will be retained for use in the development and operation of our business. In the future, our Board may decide, at its discretion,
whether dividends may be declared and paid to holders of our common stock.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 The
information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part
III of this Annual Report.

 Recent
Sales of Unregistered Securities

 All
sales of unregistered securities by us during the year ended December 31, 2023 have been included previously in a Quarterly Report on
Form 10-Q or in a Current Report on Form 8-K.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. [Reserved].

 Not

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

 You
should read the following discussion and analysis of our financial condition and results of operations together with our
consolidated financial statements and the accompanying notes included in Part II, Item 8 of this Annual Report. Some of the
information contained in this discussion and analysis contains forward-looking statements that involve risks, uncertainties and
assumptions. As a result of many factors, including those factors set forth in the section titled "Risk Factors," our
actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed in the section titled "Risk
Factors." Please also refer to the section titled "Special Note Regarding Forward-Looking
Statements."

 Overview

 We
are a first-mover in the U.S. federally-authorized cannabis space. BGC is one of a few companies who have received from the U.S.
Drug Enforcement Administration (the "DEA"), a federal controlled substances registration for the bulk manufacturing of
cannabis under DEA Registration No. RB0649383 (the "DEA Registration"), which allows the Company to produce and export
federally legal cannabis, cannabis extracts, and tetrahydrocannabinol in the U.S. We received the DEA Registration on April 28,
2023, pursuant to the Memorandum of Agreement (the "MOA") with the DEA entered into on April 27, 2023, which replaced
the 2021 Memorandum of Agreement (the "2021 MOA") (DEA Document Control Number W20078135E). In May 2023, we received a second DEA Registration for Importing Schedule I Controlled Substances under DEA Registration
No. RB0650754.

 Unlike
state-licensed cannabis companies who engage in commercial sales to consumers, and whose businesses are legal under state law but not
federal law, subject to the milestones and requirements set forth herein, we are authorized by the federal government to sell cannabis
commercially for research and manufacturing purposes, export cannabis for international cannabis research purposes, and sell cannabis
to DEA-registered pharmaceutical companies for the production of medical cannabis products and preparations. Our business activities
under the DEA Registration are subject to applicable federal law and regulations and to our obligations under the MOA we entered into
with the DEA. Our DEA Registration is valid through July 31, 2024. For our cannabis business line, we plan to focus on the development of cannabis strains and sales
of cannabis and hemp products with high contents of CBN (cannabinol) and CBG (cannabigerol).

 In
addition to research and pharmaceutical supply sales, Bright Green will be able to sell certain cannabinoids, such as CBN (cannabinol)
and CBG (cannabigerol) as hemp isolates or extracts, and plans to sell CBN and CBG hemp products to consumers where such products are
fully legal under all applicable laws. On August 9, 2022, the DEA confirmed to BGC that cannabinoids, including, but not limited to CBN/CBG,
which meet the definition of "hemp" by having a Delta-9-tetrahydrocannabinol concentration of not more than 0.3 percent on
a dry weight basis, are outside of the DEA's jurisdiction because they are not controlled under the CSA. Hemp and hemp products
were made legal by the Agriculture Improvement Act of 2018 (the "2018 Farm Bill"), which has been codified in 21 U.S.C. §
802(16)(B)(i), and 7 U.S.C. § 1639 o. This hemp product business line will be in addition to our research and pharmaceutical
cannabis activities conducted under the DEA Registration.

 In
addition to hemp and cannabis, we plan to manufacture additional plant-based medicines derived from controlled substance plants and
fungi, including but not limited to, psilocybin, peyote cactus, and opium poppy as part of our "Drugs Made in America" strategy. In February 2024, we received approval from the
New Mexico Board of Pharmacy to produce additional Schedule I and Schedule II controlled substances at our Grants, NM facility (NM
Board of Pharmacy License Nos. CS02324187 and WD20220144). We have applied for an additional DEA Bulk Manufacturing Registration for
these additional Schedule I and Schedule II controlled substances. Our decision to expand beyond cannabis to other plant-based
medicines is in response to increased demand for additional controlled substances, the growing need to bolster domestic supply and
production of plant based medicines, and the DEA's recent decision to increase quotas for certain psychedelic controlled
substances. Psilocybin, in particular, has received significant media attention in recent years, and clinical trials on the
drug's potential are underway at the Johns Hopkins Center for Psychedelic & Consciousness Research, the University of
California, New York University, the University of Michigan, Yale University, and the Usona Institute, among others. Additionally,
in July 2023, the American Medical Association ("AMA") published language for new Current Procedural Terminology
("CPT") III codes for psychedelic therapies. The codes went into effect on January 1, 2024. These new CPT codes will
facilitate reimbursement and access to FDA-approved psychedelic therapies in the U.S. While no psychedelic-assisted therapy has yet
been approved by the FDA, several potential new drugs are in various phases of clinical trials with the potential for at least one
approval in 2024. The additional DEA Bulk Manufacturing Registration that Bright Green is seeking will allow us to supply the
growing demand for psychedelic and plant-based medicine research, as well as to produce Active Pharmaceutical Ingredients
("APIs") for a number of key pharmaceutical drugs. Given the recent prescription drug shortages experienced both in the
U.S. and in other countries, our additional approval would allow us to meet U.S. demand for these drugs and contribute a consistent
domestic supply of these drugs both for API and for research purposes.

 Because
cannabis, and the other future controlled substances we have applied for DEA Registration to manufacture, are still Schedule I and
Schedule II controlled substances in the U.S., they have been historically under-researched. Though the majority of Americans now
live in states where cannabis is legal, the full potential of the cannabis plant (and other controlled substance plants) for
medicinal use remains understudied due to limited access to federally-approved cannabis and other controlled substances. The DEA recently issued a call for more
cannabis research supply based on the increased demand for cannabis research in the U.S. As described herein, on April 28, 2023, we
received the DEA Registration, which allows us to produce federally legal cannabis, cannabis extracts, and tetrahydrocannabinol and
to sell legally within the U.S. to licensed researchers and pharmaceutical companies, in addition to qualifying us to export
cannabis internationally. In January 2024, the DEA increased its quotas not only for cannabis but also for psilocybin and other
psychedelics to meet medical and scientific needs. Our plan to expand our business to include additional controlled substances is in
line with our Company's mission and is in response to increased demand for these historically understudied plant
medicines.

 BGC
must comply with the terms agreed upon pursuant to the MOA which include: submitting an Individual Procurement Quota on or before
April 1 of each year utilizing DEA Form 250; submitting an Individual Manufacturing Quota on or before May 1 of each year utilizing DEA
Form 189; collecting samples of cannabis and distributing them to DEA-registered analytical laboratories for chemical analysis during
the pendency of cultivation and prior to the DEA's taking possession of the cannabis grown; providing the DEA with 15-day advance
written notification, via email, of its intent to harvest cannabis; following the DEA's packaging, labeling, storage and transportation
requirements; distributing DEA's stocks of cannabis to buyers who entered into bona fide supply agreements with the Company; providing
the DEA with 15-day advance written notification of its intent to distribute cannabis; and invoicing the DEA for harvested cannabis that
it intends to sell to the DEA.

 Having
received our DEA Registration for the Bulk Manufacturing of cannabis, we are permitted to cultivate and manufacture cannabis, supply
cannabis researchers in the U.S. and globally, and produce cannabis for use in pharmaceutical production of prescription medicines within
the U.S. Our DEA Registration permits our cannabis activities under federal law, which sets BGC apart from most other U.S. cannabis companies.

 We
have assembled an experienced team of medical professionals and researchers, international horticultural growers and experts, and construction
and cannabis production professionals, which we believe position us as a future industry leader in the production of plant-based medicines.

 Recent
Developments

 Key
Factors Affecting Our Results of Operations and Future Performance

 We
believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors
as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we
must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address these
challenges is subject to various risks and uncertainties, including those described in Part I, Item 1A of this Annual Report.

 Results
of Operations

 Year
Ended December 31, 2023, Compared to Year Ended December 31, 2022

 Revenue:

 We
are a start-up company and have not generated any revenues for the year ended December 31, 2023 and 2022. We can provide no
assurance that we will generate sufficient revenues from our intended business operations to sustain a viable business operation.

 Operating
Expenses:

 We
incurred operating expenses in the amount of $8,891,380 for the year ended December 31, 2023, as compared with $27,313,922
for the same period ended December 31, 2022. Our operating expenses for all periods consisted entirely of general and administrative
expenses and depreciation. The detail by major category within general and administrative expenses for the year ended
December 31, 2023 and 2022 is reflected in the table below.

 For the year ended

 2023

 2022

 Stock-based compensation

 $
 3,829,218

 $
 18,833,781

 Professional fees

 2,896,749

 6,260,289

 Officer salaries

 666,136

 696,614

 Other expenses

 401,491

 125,361

 Insurance

 139,291

 145,993

 Licenses

 90,630

 87,304

 Travel

 78,422

 232,794

 Property taxes

 56,941

 58,054

 Office salaries

 50,128

 52,358

 Advertising

 43,867

 78,193

 Land option

 -

 38,500

 Total general and administrative expenses

 $
 8,252,873

 $
 26,609,241

 Depreciation

 638,507

 704,681

 Total operating expenses

 $
 8,891,380

 $
 27,313,922

 Our
general and administrative expenses decreased by $18,356,368 for the year ended December 31, 2023, as compared to December 31, 2022,
and was primarily due to decreased spending on stock-based compensation to executives and consultants, and professional fees
associated with our direct listing in May 2022.

 We
expect our general and administrative expenses to increase in future quarters as we continue with our SEC reporting obligations and the increased expenses associated with increased operational activity, which is expected for the balance of the
year.

 Liquidity
and Capital Resources

 As
of December 31, 2023, the Company had cash of $10,059 compared to $414,574 as of December 31, 2022. The decrease of 404,515 in cash
was mainly attributable to the use of funds for the construction in progress, deposits for equipment, and the costs associated with
the Company's SEC filings. This was partly offset by cash received from the sales of the Company's common stock of
$3,104,750, $880,000 through the sales of the Company's common stock from the Company's EB-5 Program, $210,000 from the
exercise of warrants, and $200,000 from a draw on the line of credit.

 Since
its inception, the Company has incurred net losses and funded its operations primarily through the issuance of equities, an advance from
the Company's Chairwoman, and draws on the line of credit provided by the Company's Chairwoman. As of December 31, 2023 and
2022, the Company had a total stockholders' equity of $10,964,945 and $11,578,836, respectively.

 The
Company is in the initial stages of building facilities to grow, research, and distribute medical plants. It has incurred recurring losses
from operations and, as of December 31, 2023 and 2022, had an accumulated deficit of $47,203,469 and $34,075,821, respectively, and negative
working capital of $5,968,030 and $7,030,929, respectively. The Company does not have sufficient working capital to pay its operating
expenses for a period of at least 12 months from the date the consolidated financial statements were authorized to be issued. Therefore,
the Company's continued existence depends on its ability to continue executing its operating plan and obtaining additional debt
or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes,
if successful, would be sufficient to support the Company's operating plan. The Company's operating plan is predicated on
a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise
additional financing, and the state of the general economic environment in which the Company operates. There can be no assurance that
these assumptions will prove accurate in all material respects or that the Company will be able to successfully execute its operating
plan. In the event that the Company is not able to raise capital from investors or credit facilities in a timely manner, the Company
will explore available options, including but not limited to an equity-backed loan against the property. In the absence of additional
appropriate financing, the Company may have to modify its plan to slow down the pace of development and commercialization.

 Sources
of Liquidity

the year ended December 31, 2023, the Company raised $3,104,750 through the issuance of the Company's common stock
and accompanying warrants to purchase shares of the Company's common stock from the Company's private placement offering
in May 2023, $880,000 through issuances of the Company's common stock from the Company's EB-5 Program, and
$210,000 through the exercise of warrants. The Company has drawn $400,000 from the Company's $15 million related party line of
credit.

 Cash
Flows

 Operating
Activities

 For the years ended

 Net cash used in operating activities

 (2,455,612
)

 (2,265,770
)

 During the years ended December 31, 2023 and 2022, all cash used in operating activities was for general and administrative
expenses.

 Investing
Activities

 For the years ended

 Net cash used in investing activities

 (2,533,653
)

 (14,368,944
)

the year ended December 31, 2023, all cash used in investing activities was for the construction of the greenhouse.

 During the year ended December 31, 2022,
 cash used in investing activities was $10,522,242 for the construction of the greenhouse, $2,689,115
to purchase an equity method investment, and $1,157,587 for deposits made towards an equipment purchase and a construction contract.

 Financing
Activities

 For the years ended

 Net cash provided by financing activities

 4,584,750

 15,766,723

the year ended December 31, 2023, cash provided by financing activities were proceeds of $3,974,750 from the issuance of common stock
and warrants, net of issuance costs, $210,000 from warrants exercised, and $400,000 from the related party line of credit.

 During the year ended December 31, 2022,
cash provided by financing activities were proceeds of $12,186,733 from the issuance of common stock and warrants, net of issuance costs,
and $3,579,990 from the related party line of credit.

 Contractual
Obligations and Commitments

 The
Company does not have any short or long-term contractual purchases with suppliers for future purchases, capital expenditure commitments
that cannot be cancelled with minimal fees, noncancelable operating leases, or any commitment or contingency that would hinder management's
ability to scale down operations and management expenses until funding is raised.

 Critical
Accounting Policies and Estimates

 The
discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these
consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates
based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a
detailed discussion about the Company's significant accounting policies, refer to Note 3 "Summary of Significant
Accounting Policies," in the Company's consolidated financial statements included in this Annual Report on Form 10-K.
During the year ended December 31, 2023, no material changes were made to the Company's significant accounting
policies.

 Recently
Issued Accounting Pronouncements

 A
description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations
is disclosed in Note 3 to the Company's consolidated financial statements.

 JOBS
Act Accounting Election

 We
qualify as an "emerging growth company" as defined in the JOBS Act. An emerging growth company may take advantage of reduced
reporting requirements that are not otherwise applicable to public companies. These provisions include, but are not limited to:

 being
 permitted to present only two years of audited financial statements and only two years of related Management's Discussion and
 Analysis of Financial Condition and Results of Operations in this Annual Report;

 not
 being required to comply with the auditor attestation requirements on the effectiveness of our internal controls over financial reporting;

 not
 being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement
 to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and
 analysis);

 reduced
 disclosure obligations regarding executive compensation arrangements; and

 exemptions
 from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
 payments not previously approved.

 We
may use these provisions until the last day of our fiscal year in which the fifth anniversary of the completion of our initial public
offering occurred. However, if certain events occur prior to the end of such five-year period, including if we become a "large
accelerated filer," our annual gross revenue exceeds $1.235 billion, or we issue more than $1.0 billion of non-convertible debt
in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

 We
have elected to take advantage of certain of the reduced disclosure obligations in this Annual Report and may elect to take advantage
of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different
than the information you receive from other public companies in which you hold stock.

 The
JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or
revised accounting standards, until those standards apply to private companies. We have elected to take advantage of the benefits of
this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other
public companies that are not emerging growth companies. Our consolidated financial statements may therefore not be comparable to
those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging
growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon
issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date
for public and private companies, we will disclose the date on which we will adopt the recently issued accounting
standard.

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

 Not

 Item
8. Financial Statements and Supplementary Data.

 Our
consolidated financial statements, together with the report of our independent registered public accounting firm, appear beginning
on page F-1 of this Annual Report for the years ended December 31, 2023 and 2022.

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

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our
disclosure controls and procedures. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required disclosure.

 Under
the supervision and with the participation of our management, including our former Interim Chief Executive Officer and Chief Financial
Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2022. A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material error in our annual or interim financial statements will not be prevented or detected on a timely basis.
In Management's Report on Internal Control over Financial Reporting included in our quarterly report on Form 10-Q for the quarter
ended June 30, 2022 filed August 12, 2022, our management previously concluded that we maintained effective internal control over financial
reporting as of June 30, 2022. Our management subsequently concluded that a material weakness existed and our internal control over financial
reporting was not effective as of June 30, 2022. This determination was made as a result of a recording error of the fair value of shares
of common stock we issued for services in June 2022. Such shares have a fair value of $8.00 per share, the price of our common stock
at the time of our Direct Listing, but were initially recorded at a fair value of $4.00 per share. With this error being corrected in
amendment no. 1 to our quarterly report on Form 10-Q for the period ended June 30, 2022, net loss increased by $6,297,960. We have strengthened
our review controls around the issuance of shares of common stock and the recording of the associated expense by adding an additional
reviewer to the review process. The Company continues to evaluate and implement procedures as deemed
appropriate to enhance our disclosure controls.

 Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving
their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and
procedures.

 As
of December 31, 2023, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the
Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective at the reasonable assurance level as of December 31, 2023.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is
defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed under the
supervision and with the participation of our management including our Chief Executive Officer and Chief Financial Officer to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets: (ii) provide reasonable assurance (a) transactions
are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted
accounting policies (b) our receipts and expenditures are being made only in accordance with authorizations of our management and
directors: and (c) regarding the prevention or timely detection of the unauthorized acquisition use or disposition of assets that
could have a material effect on our consolidated financial statements.

 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.

 As
of December 31, 2023, our management assessed the effectiveness of our internal control over financial reporting using the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
In adopting the 2013 Framework, management assessed the applicability of the principles within each component of internal control
and determined whether or not they have been adequately addressed within the current system of internal control and adequately documented.
Based on this assessment, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial
Officer, concluded that, as of December 31, 2023, our internal control over financial reporting was
effective based on those criteria.

 Changes
in Internal Control Over Financial Reporting

 As
described above, we implemented certain remediation efforts as a result of the error identified in our financial statements for the quarter
ended June 30, 2022, and the corresponding material weakness identified by management in such period. An evaluation was also performed
under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer
of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting. Except as described above, there
were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d)
or 15d-15(d) of the Exchange Act during the quarter ended December 31, 2023 that materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2023. Such information is incorporated

 Item
11. Executive Compensation.

required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2023. Such information is incorporated

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

required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2023. Such information is incorporated

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

required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2023. Such information is incorporated

 Item
14. Principal Accountant Fees and Services.

required by this item will be contained in our Definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, to be filed pursuant
to Regulation 14A with the Securities and Exchange Commission within 120 days of December 31, 2023. Such information is incorporated

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (1)
For a list of the financial statements included herein, see Index to the Financial Statements on page F-1 of this Annual Report, incorporated
into this Item by reference.

 (2)
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included
in the financial statements or the notes thereto.

 (3)
Exhibits:

 Exhibit

 Description

 2.1

 Agreement and Plan of Merger between Bright Green Corporation and Bright Green Grown Innovation LLC dated May 28, 2019, filed as Exhibit 2.1 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 2.2

 Agreement and Plan of Merger between Bright Green Corporation and Grants Greenhouse Growers Inc. dated as of October 30, 2020, filed as Exhibit 2.2 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 2.3

 Agreement and Plan of Merger between Bright Green Corporation and Naseeb Inc. dated as of November 10, 2020, filed as Exhibit 2.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 3.1

 Certificate of Incorporation of the registrant, filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 3.2

 Amended and Restated Certificate of Incorporation of the registrant, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022.

 3.3

 Bylaws of the registrant, filed as Exhibit 3.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 3.4

 Amended and Restated Bylaws of the registrant, filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022.

 3.5

 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Bright Green Corporation, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on December 16, 2022.

 4.1

 Form of Warrant, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 13, 2022.

 4.2*

 Description of Registrant's Securities

 4.3

 Form of Warrant, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2023

 4.4.

 Form of Warrant, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 6, 2023.

 10.1

 Memorandum of Agreement between Bright Green Corporation and the Department of Justice, Drug Enforcement 7 Administration, filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 10.2

 Line of Credit Note, dated June 4, 2022, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on June 7, 2022

 10.3

 Executive Employment Agreement with Edward Robinson, filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 10.4

 Consulting Agreement with Saleem Elmasri, filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1, filed with the SEC on May 4, 2022

 10.5#

 Securities Purchase Agreement dated September 7, 2022, by and between the Company and the purchasers thereto, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 13, 2022

 10.6

 Registration Rights Agreement dated September 12, 2022, by and between the Company and the purchasers thereto, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 13, 2022

 10.7

 Placement Agent Agreement dated September 12, 2022 by and between the Company and EF Hutton, division of Benchmark Investments, LLC, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on September 13, 2022

 10.8

 Executive Employment Agreement, dated September 22, 2022, by and between Bright Green Corporation. and Terry Rafih filed, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2022.

 10.9

 Secondary Stock Purchase Agreement and Release dated October 3, 2022, by and among Bright Green Corporation, Alterola Biotech, Inc. and the Sellers (as defined therein), filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 7, 2022.

 10.10

 Amendment and Restated Line of Credit Note, dated November 14, 2022, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 14, 2022.

 10.11

 Bright Green Corporation 2022 Omnibus Equity Compensation Plan, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 16, 2022.

 10.12

 Executive Employment Agreement, dated as of February 9, 2023, by and between Bright Green Corporation. and Seamus McAuley, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 15, 2023.

 10.13

 Memorandum of Agreement, dated April 27, 2023, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2023

 10.14

 Addendum to Memorandum of Agreement, dated April 27, 2023, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2023

 10.15#

 Securities Purchase Agreement dated May 21, 2023, by and between the Company and the purchasers thereto, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2023

 10.16

 Registration Rights Agreement dated May 24, 2023, by and between the Company and the purchasers thereto, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 24, 2023

 10.17

 Placement Agency Agreement dated May 21, 2023 by and between the Company and EF Hutton, division of Benchmark Investments, LLC, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on May 23, 2023

 10.18

 Executive Employment Agreement, dated as of September 20, 2023 and Effective October 2, 2023, by and between Bright Green Corporation and Gurvinder Singh, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on October 6, 2023

 10.19

 Memorandum of Understanding between Bright Green Corporation and Terry Rafih, dated February 15, 2024, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 20, 2024

 10.20

 Scope of Work between Bright Green Corporation and Titan Advisory Services LLC, dated March 7, 2024, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 11, 2024.

 10.21

 Credit Agreement dated March 14, 2024, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on March 19, 2024.

 10.22

 Settlement Agreement and Release dated March 13, 2024, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on March 19, 2024.

 10.23

 Executive Employment Agreement, dated as of March 29, 2024 and Effective March 31, 2024, by and between Bright Green Corporation and Gurvinder Singh, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 2, 2024.

 21.1*

 List of subsidiaries of the registrant

 23.1*

 Consent of SRCO, C.P.A., Professional Corporation

 24.1*

 Power of Attorney (included on the signature page of this Annual Report).

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 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. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1

 Bright Green Corporation Clawback Policy

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith.

 **Furnished
herewith.

 #Certain
schedules and exhibits have been omitted pursuant to Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally copies
of omitted schedules and exhibits to the SEC or its staff upon its request.

Indicates a management contract or compensatory plan, contract or arrangement.

 Item
16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual
Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date:
 April 16, 2024

 By:

 /s/
 Gurvinder Singh

 Name:

 Gurvinder
 Singh

 Title:

 Chief
 Executive Officer

 The
undersigned officers and directors of Bright Green Corporation, hereby severally constitute and appoint Gurvinder Singh and Saleem Elmasri,
and each of them individually, with full power of substitution and resubstitution, as their true and lawful attorneys and agents, to
do any and all acts and things in their name and behalf in their capacities as directors and officers and to execute any and all instruments
for them and in their names in the capacities indicated below, which said attorneys and agents, may deem necessary or advisable to enable
said corporation to comply with the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and
authority to sign for them or any of them in their names in the capacities indicated below, any and all amendments hereto, and they do
hereby ratify and confirm all that said attorneys and agents, or either of them, may lawfully do or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/
 Gurvinder Singh

 Chief
 Executive Officer and Director

 April

 Gurvinder
 Singh

 (Principal
 Executive Officer)

 /s/
 Saleem Elmasri

 Chief
 Financial Officer

 April

 Saleem
 Elmasri

 (Principal
 Financial Officer)

 /s/
 Sean Deson

 Director

 April

 Sean
 Deson

 /s/
 Lynn Stockwell

 Director

 April

 Lynn
 Stockwell, Director

 /s/
 Dean Valore

 Director

 April

 Dean
 Valore, Director

 /s/
 Robert Arnone

 Director

 April

 Robert
 Arnone, Director

TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 Report of Independent
Registered Public Accounting Firm

 To
the Stockholders and Board of Directors of Bright Green Corporation

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Bright Green Corporation and its subsidiary (the "Company")
as of December 31, 2023 and 2022 and the related consolidated statements of operations and comprehensive loss, changes in stockholders'
equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and 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 at December 31, 2023 and 2022 and the results of its operations and its
cash flows for the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.

 Material
Uncertainty Related to Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has incurred recurring losses from operations, has negative cash flows
from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to this matter are also described in Note 2. These consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 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 consolidated financial statements based on our audits. 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 United States 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 audit to obtain
reasonable assurance about whether the consolidated 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 consolidated 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 consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the consolidated 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 consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.

 We
 have served as the Company's auditor since 2021

 East
 Amherst, NY

 April

 /s/
 SRCO, C.P.A., Professional Corporation

 SRCO,
 C.P.A., Professional Corporation ( 6722)

 CERTIFIED
 PUBLIC ACCOUNTANTS

 F- 2

 Consolidated
Balance Sheets

 As
at December 31, 2023 and 2022

 ASSETS

 Current assets

 Cash

 $
 10,059

 $
 414,574

 Prepaid expenses and other assets

 258,230

 77,847

 Total current assets

 268,289

 492,421

 Deposits (Notes 5, 9, and 16)

 -

 1,157,587

 Other investment held at fair value (Note 6)

 726,343

 -

 Equity method investment (Note 6)

 -

 3,990,960

 Property, plant, and equipment (Notes 7 and 16)

 16,407,415

 17,146,325

 Intangible assets (Note 8)

 1,000

 1,000

 Total assets

 $
 17,403,047

 $
 22,788,293

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities

 Accounts payable (Notes 14 and 16)

 $
 4,175,220

 $
 5,033,831

 Accrued liabilities (Note 14)

 411,099

 447,325

 Due to others (Note 6)

 1,650,000

 1,650,000

 Due to related party (Note 10)

 -

 392,194

 Total current liabilities

 6,236,319

 7,523,350

 Long-term liabilities

 Related party line of credit note (Notes 10, 11, 14 and 16)

 201,783

 3,686,107

 Total long-term liabilities

 201,783

 3,686,107

 Total liabilities

 6,438,102

 11,209,457

 STOCKHOLDERS' EQUITY

 Preferred stock; $ 0.0001 par value; 10,000,000 shares authorized; no shares issued or outstanding as of December 31, 2023 and December 31, 2022, respectively (Note 11)

 -

 -

 Common stock; $.0001 par value; 500,000,000 stock authorized; 184,758,818 and 173,304,800 stock issued and outstanding at December 31, 2023 and December 31, 2022, respectively (Note 11)

 18,476

 17,329

 Additional paid-in capital (Notes 11)

 58,149,938

 45,637,328

 Accumulated deficit

 ( 47,203,469
)

 ( 34,075,821
)

 Total stockholders' equity

 10,964,945

 11,578,836

 Total liabilities and stockholders' equity

 $
 17,403,047

 $
 22,788,293

 Going Concern (Note 2)

 Commitments (Note 9)

 Contingencies (Note 15)

 Subsequent Events (Note 16)

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 3

 Consolidated
Statements of Operations and Comprehensive Loss

 For

 Years Ended

 Revenue

 $
 -

 $
 -

 Expenses

 General and administrative expenses

 8,252,873

 26,609,241

 Depreciation

 638,507

 704,681

 Total operating expenses

 8,891,380

 27,313,922

 Loss from operations

 $
 ( 8,891,380
)

 $
 ( 27,313,922
)

 Other expense

 Foreign currency transaction loss

 1,625

 -

 Loss on forfeited deposit (Notes 5, 9, and 16)

 970,026

 -

 Change in fair value of assets, net (Note 6)

 3,045,954

 -

 Change in fair value of voting agreement derivative

 -

 213,000

 Total other expense

 4,017,605

 213,000

 Loss before income taxes and equity in net losses of affiliate

 $
 ( 12,908,985
)

 $
 ( 27,526,922
)

 Income tax expense (Note 13)

 -

 -

 Loss before equity in net losses of affiliate

 $
 ( 12,908,985
)

 $
 ( 27,526,922
)

 Equity in net losses of affiliate (Note 6)

 ( 218,663
)

 ( 135,155
)

 Net loss and comprehensive loss

 $
)

 $
)

 Weighted average common shares outstanding - basic and diluted

 178,574,014

 162,058,082

 Net loss per common share - basic and diluted

 $
 ( 0.07
)

 $
 ( 0.17
)

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 4

 Consolidated
Statements of Changes in Stockholders' Equity

 For

 Additional

 Total

 Common Stock

 paid-in

 Accumulated

 stockholders'

 Shares

 Amount

 capital

 deficit

 equity

 Balance, December 31, 2021

 157,544,500

 $
 15,754

 $
 14,618,389

 $
 ( 6,413,744
)

 $
 8,220,399

 Common stock issued for cash (Note 11)

 312,500

 3,049,969

 -

 3,050,000

 Common stock and warrants issued for cash in private placement, net of issuance costs of $ 863,267 (Note 11)

 9,523,810

 9,135,781

 -

 9,136,733

 Common stock issued for services (Note 11)

 6,036,990

 18,850,629

 -

 18,851,232

 Common stock cancelled that was issued for services (Note 11)

 ( 113,000
)

 ( 11
)

 ( 17,440
)

 -

 ( 17,451
)

 Net loss

 -

 -

 -

)

)

 Balance, December 31, 2022

 173,304,800

 $
 17,329

 $
 45,637,328

 $
 ( 34,075,821
)

 $
 11,578,836

 Balance

 173,304,800

 $
 17,329

 $
 45,637,328

 $
 ( 34,075,821
)

 $
 11,578,836

 Common stock and warrants issued for cash in a private placement, net of issuance costs of $ 395,250 (Note 11)

 3,684,210

 3,104,382

 -

 3,104,750

 Common stock and warrants issued for cash in a private placement, net of issuance costs (Note 11)

 3,684,210

 3,104,382

 -

 3,104,750

 Warrants exercised for cash (Note 11)

 200,000

 209,980

 -

 210,000

 Common stock issued for a cashless conversion from related party LOC for EB-5 program (Notes 10 and 11)

 22,005

 879,998

 -

 880,000

 Common stock and warrants issued for a cashless conversion of related party LOC, net of issuance costs of $ 10,000 (Notes 10 and 11)

 2,827,960

 3,609,506

 -

 3,609,789

 Common stock issued for cash for EB-5 program (Note 11)

 22,005

 879,998

 -

 880,000

 Common stock issued for services (Note 11)

 4,697,838

 3,234,268

 -

 3,234,740

 Stock options issued for services (Notes 11 and 12)

 -

 -

 594,478

 -

 594,478

 Net loss

 -

 -

 -

)

)

 Balance, December 31, 2023

 184,758,818

 $
 18,476

 $
 58,149,938

 $
 ( 47,203,469
)

 $
 10,964,945

 Balance

 184,758,818

 $
 18,476

 $
 58,149,938

 $
 ( 47,203,469
)

 $
 10,964,945

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 5

 Consolidated
Statements of Cash Flows

 For

 Years Ended

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
)

 $
)

 Adjustments to reconcile net cash used in operating activities:

 Change in fair value of voting agreement derivative

 -

 213,000

 Loss on forfeited deposit

 970,026

 -

 Change in fair value of assets, net

 3,045,954

 -

 Equity in net losses of affiliate

 218,663

 135,155

 Depreciation

 638,507

 704,681

 Stock-based compensation

 3,829,218

 18,833,781

 Changes in operating assets and liabilities:

 Prepaid expenses and other assets

 ( 40,766
)

 90,379

 Accounts payable

 1,823,389

 4,883,896

 Accrued liabilities

 ( 36,226
)

 429,298

 Accrued interest

 223,271

 106,117

 Net cash used in operating activities

 ( 2,455,612
)

 ( 2,265,770
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Deposits

 -

 ( 1,157,587
)

 Purchase of equity method investment

 -

 ( 2,689,115
)

 Purchase of property, plant, and equipment

 ( 2,533,653
)

 ( 10,522,242
)

 Net cash used in investing activities

 ( 2,533,653
)

 ( 14,368,944
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from related party line of credit

 400,000

 5,191,057

 Payments to related party line of credit

 -

 ( 1,611,067
)

 Proceeds from issuance of common stock

 880,000

 3,050,000

 Proceeds from issuance of common stock and warrants, issued in private placement, net of issuance costs

 3,104,750

 9,136,733

 Payments to issuance costs for issuance of common stock and warrants issued in cashless conversion of related party line of credit

 ( 10,000
)

 -

 Proceeds from warrants exercised

 210,000

 -

 Net cash provided by financing activities

 4,584,750

 15,766,723

 NET DECREASE IN CASH

 ( 404,515
)

 ( 867,991
)

 CASH, BEGINNING OF YEAR

 414,574

 1,282,565

 CASH, END OF YEAR

 $
 10,059

 $
 414,574

 CASH PAID FOR

 Interest

 $
 -

 $
 -

 Taxes

 $
 -

 $
 -

 SUPPLEMENTAL NON-CASH INVESTING & FINANCING ACTIVITIES

 Transfer from due to related party to related party LOC

 $
 392,194

 $
 -

 Transfer from deposit on equipment to prepaid expenses and other assets

 $
 139,617

 $
 -

 Related party LOC in exchange for common stock for EB-5 program

 $
 ( 880,000
)

 $
 -

 Related party LOC in exchange for common stock and warrants

 $
 ( 3,619,789
)

 $
 -

 Adjustment to construction in progress for cancellation of agreement

 $
 ( 2,682,000
)

 $
 -

 Due to others for purchase of common stock in Alterola Biotech, Inc.

 $
 -

 $
 1,650,000

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 6

 Notes

 For

 1. Description of Business and Organization

Green Corporation was incorporated on April 16, 2019, under the Delaware General Corporation Law. The Company's principal executive
office is located in Grants, New Mexico. The Company holds the land, greenhouse, and patents required in the growth, production, and
research of medicinal plants. When used herein, the terms the "Company," "our," "us," "we,"
or "Bright Green" refers to Bright Green Corporation and its consolidated subsidiary.

 On
March 29, 2022, the Company filed a registration statement pursuant to the Securities Act of 1933, as amended (the "Securities
Act") on Form S-1 with the Securities and Exchange Commission ("SEC"), which was declared effective May 13, 2022, (as
amended, the "Registration Statement"), in connection with the direct listing of the Company's common stock with the
Capital Market of the Nasdaq Stock Market LLC ("Nasdaq").

 On
May 17, 2022, the Company's common stock commenced trading on Nasdaq under the symbol "BGXX."

 On
February 1, 2023, the Company initiated a private placement offering of common stock, only to accredited or qualified institutional investors,
in reliance upon Rule 506, Regulation D promulgated under the Securities Act, pursuant to the U.S. government's EB-5 immigrant
investor program. Under the EB-5 Program, the Company may issue up to an aggregate of 12,609,152 shares of common stock at $ 39.99 per
share.

 On
May 21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor and existing stockholder of the Company
for the sale by the Company of (i) 3,684,210 shares of the Company's common stock, par value $ 0.0001 per share, and (ii) warrants
to purchase up to an aggregate of 3,684,210 shares of the Company's common stock, in a private placement offering. The combined
purchase price of one share and accompanying warrant was $ 0.95. The shares and the warrants were sold and issued without registration
under the Securities Act of 1933, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not
involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in
reliance on similar exemptions under applicable state laws.

 On
September 20, 2023, the Company formed Regional Center Bright Green, LLC ("RCBG"). RCBG is a wholly-owned subsidiary of the
Company and is registered as a limited liability company in New Mexico. RCBG was created to assist foreign investors in obtaining permanent
residency in the United States by investing in U.S. businesses, while adhering to the EB-5 Immigrant Investor Program guidelines. As
of December 31, 2023, the subsidiary was not yet operational.

 The
Company is a start-up company at December 31, 2023 and has no revenue.

 F- 7

 Notes

 For

 2. Going Concern and Basis of Presentation

 The
accompanying consolidated financial statements have been prepared by the Company in conformity with accounting principles generally accepted
in the United States of America ("U.S. GAAP"). U.S. GAAP contemplates the continuation of the Company as a going concern.
For the fiscal years ended December 31, 2023 and 2022, the Company had no revenues from product sales and incurred a net loss of $ 13,127,648
 and $ 27,662,077,
respectively. Net cash used in operations for the years ended 2023 and 2022 was $ 2,455,612
 and $ 2,265,770,
respectively. The Company has incurred recurring losses from operations, and as of December 31, 2023, had an accumulated deficit of $ 47,203,469
 (December 31, 2022 – $ 34,075,821)
and had a negative working capital of $ 5,968,030
(December 31, 2022 – $ 7,030,929).

 The
Company is in its initial stages of building facilities to grow, research, and distribute medical plants. The Company has historically
financed its operations through the sale of equity securities and debt financing. The Company does not have sufficient working capital
to pay its operating expenses for a period of at least 12 months from the date the consolidated financial statements were authorized
to be issued. Therefore, the Company's continued existence depends on its ability to continue executing its operating plan and
obtaining additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding
that management believes, if successful, would be sufficient to support the Company's operating plan.

 In
2023, the Company raised $ 3,104,750
through the issuance of common stock and accompanying warrants to purchase shares of common stock from the Company's private
placement offering in May 2023, $ 880,000
through common stock issuances from the Company's EB-5 Program, and $ 210,000
through the exercise of warrants. The Company has drawn $ 400,000
from the Company's $ 15,000,000
related party line of credit. The related party line of credit was used to pay in full the related party loan balance of $ 392,194.
The related party line of credit was paid down $ 880,000
in exchange for 22,005
shares of the Company's common stock valued at $ 39.99
per share pursuant to the Company's EB-5 Program, and the related party line of credit was paid down $ 3,619,789
in exchange for 2,827,960
shares of the Company's common stock and accompanying warrants to purchase shares of common stock, leaving available $ 14,800,000
to draw from that credit facility (Note 10). However, there is substantial doubt about the Company's ability to continue as a
going concern due to the necessity to generate positive cash flows from operations and/or obtain additional financing. There is no
assurance that the Company will be able to generate positive cash flows from operations or obtain additional financing on terms
acceptable to the Company, if at all.

 In
addition, the Company's current and future operations are subject to various risks and uncertainties, including but not limited
to general economic conditions, competition, and regulatory matters. Accordingly, the Company's operation plan is predicated on
various assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue raising additional
financing, and the state of the general economic environment in which the Company operates.

 F- 8

 Notes

 For

 2.

 Going Concern and Basis of Presentation (continued)

 These
risks and uncertainties may have a material adverse effect on the Company's financial condition and operating results. Management
has taken actions to address the Company's liquidity needs, including managing expenses, developing pathways to revenue, and pursuing
additional financing, such as the EB-5 Program announced on February 1, 2023. However, there can be no assurance that such actions will
be sufficient to enable the Company to continue as a going concern. There can be no assurance that these assumptions will prove accurate
in all material respects or that the Company will be able to successfully execute its operating plan.

 The
consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In
addition, the Company does not have any short or long-term contractual purchases with suppliers for future purchases, capital expenditure
commitments that cannot be canceled with minimal fees, noncancelable operating leases, or any commitment or contingency that would hinder
management's ability to scale down operations and management expenses until funding is raised.

 The
Company's ability to continue as a going concern is dependent upon the outcome of the matters described above. The consolidated
financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 This
disclosure is intended to inform users of the consolidated financial statements about the Company's current financial condition
and its ability to continue as a going concern. The Company will continue to monitor its liquidity position and take appropriate actions
as necessary to address any potential going concern issues.

 3. Summary of Significant Accounting Policies

 A. Basis of Measurement

 The
consolidated financial statements of the Company have been prepared on a historical cost basis except as indicated otherwise.

 B. Principles of Consolidation

 The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Regional Center Bright Green,
LLC. Intercompany transactions and balances have been eliminated upon consolidation.

 F- 9

 Notes

 For

 3.

 Summary of Significant Accounting Policies (continued)

 C. Property, Plant, and Equipment

 Property,
plant, and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings
as incurred; additions, renewals, and betterments are capitalized. When property, plant, and equipment are retired or otherwise disposed
of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.
Depreciation of property, plant, and equipment, except land, which is not depreciated, is provided using the declining balance method,
or straight-line method, with estimated lives as follows:

 Summary
of Estimated Useful Life

 Building
 and improvement - declining balance method

 year life

 Furniture
 and fixtures - straight-line method

year life

 Construction
in progress is not depreciated until the asset is placed in service.

 D. Long-lived Assets

 The
Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. ASC Topic 360 requires that long-lived assets be reviewed annually for impairment whenever
events or changes in circumstances indicate that the assets' carrying amounts may not be recoverable; it further requires impairment
losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based
on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed
of is determined in a similar manner, except that fair values are reduced for the cost of disposal.

 E. Intangible Assets

 The
Company's intangible assets consist of certain licenses which will be amortized over the term of each license (Note 8). The intangible
assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows
estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based
on the amount by which the carrying amount exceeds the fair value of the long-lived assets.

 F- 10

 Notes

 For

 3.

 F. Fair Value of Financial Instruments

 In
accordance with ASC 820 (Topic 820, Fair Value Measurements and Disclosures), the Company uses a three-level hierarchy for fair value
measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions
developed from market data obtained from outside sources (observable inputs) and our own assumptions about market participant assumptions
developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into
three levels based on the source of inputs as follows:

 Level
1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

 Level
2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs
that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that
are not considered to be active; and

 Level
 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 Categorization
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying
amounts of the Company's cash, other assets, accounts payable, accrued liabilities, due to others, and due to related party approximated
their fair values as of December 31, 2023 and 2022 due to their short-term nature. The Company's Alterola investment is also accounted for at fair value
and recorded in Other investment held at fair value on the consolidated balance sheets. In
accordance with the levels defined above, Level 1, the fair value of the Company's Alterola investment was $ 726,343 as of December 31, 2023.

 G. Investment Under the Equity Method

 When
the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity's operating
and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing
the fair value option available under U.S. generally accepted accounting principles ("GAAP"). Significant influence generally
exists when the Company owns 20 % to 50 % of the entity's common stock or in-substance common stock. In addition, the Company may
recognize its share of an investee's earnings based on an estimated amount for the investee's earnings when the investee's
financial information is not sufficiently timely for the Company's reporting period.

 F- 11

 Notes

 For

 3.

 Summary of Significant Accounting Policies (continued)

 G. Investment Under the Equity Method (continued)

 Under
the equity method of accounting, the investment is initially recorded at cost, including transaction costs incurred to acquire the investment,
and thereafter adjusted for additional investments, distributions, and the proportionate share of earnings or losses of the investee.
The Company's equity method investment is reviewed for impairment whenever events or changes in circumstances indicate that an
other-than-temporary decline in value may have occurred. If it is determined that a loss in value of the equity method investment is
other than temporary, an impairment loss is measured based on the excess of the carrying amount of an investment over its estimated fair
value. Impairment analyses are based on current plans, intended holding periods, and available information at the time the analysis is
prepared.

 Derivative
Financial Instruments

 The
Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives.
Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment
of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded
derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statement of operations and comprehensive
loss each period. Bifurcated embedded derivatives are classified with the related host contract in the Company's consolidated balance
sheets.

 H.
 Other Investment Held at Fair Value

 In accordance with ASC 825, the Company records its investment at
fair value under the Other investment held at fair value in the Company's consolidated balance sheets and changes in fair value are
recognized as Change in fair value of assets, net, a component of Other expense in the consolidated statements
of operations and comprehensive loss.

 At
the most recent remeasurement date, the Company evaluated its ability to continue to exercise significant influence over its investment
and determined that it no longer had significant influence. The Company's Alterola investment is accounted for at fair value under ASC
321 and recorded in Other investment held at fair value on the consolidated balance sheets and changes in fair value are recognized
as Change in fair value of assets, a component of Other expense, net in the consolidated statements of
operations and comprehensive loss (Note 6).

 I. Advertising Costs

 Advertising
costs are charged to operations when incurred. Advertising costs totaled $ 43,867 and $ 78,193 for the year ended December 31,
2023 and 2022, respectively.

 J. Income Taxes

 The
Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and
liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences,
and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be
realized.

 F- 12

 Notes

 For

 3.

 J. Income Taxes (continued)

 Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not
changed its methodology for estimating the valuation allowance. A change in valuation allowance affects earnings in the period the adjustments
are made and could be significant due to the large valuation allowance currently established.

 Under
ASC 740, a tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that
is greater than 50% likely to be realized on examination. For tax positions not meeting the "more likely than not" test,
no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented (Note 13).

 K. Basic and Diluted Earnings (Loss) Per Share

 Basic
earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The dilutive
effect on earnings (loss) per share is calculated, presuming the exercise of outstanding stock options, warrants, and similar instruments.
It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period.

 For
the years ended December 31, 2023, and 2022, all outstanding stock options, warrants, and similar instruments were excluded from the
computation of diluted net loss per share, because the exercise price of these instruments exceeded the average market price of the Company's
common stock, making them anti-dilutive.

 L. Segment Reporting

 ASC
280-10, "Disclosures about Segments of an Enterprise and Related Information", establishes standards for how public business
enterprises report information about operating segments in the Company's consolidated financial statements. Operating segments
are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating
decision-maker in deciding how to allocate resources and in assessing performance. Significantly all of the assets of the Company are
located in the United States of America and the Company is a start-up company as at December 31, 2023 and 2022 and has no revenue. The
Company's reportable segments and operating segments will include its growth, production, and research of medicinal plants operations.

 F- 13

 Notes

 For

 3.

 M. Use of Estimates

 The
preparation of the consolidated financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. The
Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical
experience, various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities, and the accrual of costs and expenses that are not readily
apparent from other sources. This applies in particular to valuation allowance for deferred tax assets, valuation of warrants, stock
options, stock-based compensation, going concern assessment, impairment of non-current assets, and assignment of the useful lives of
property, plant, and equipment. The actual results experienced by the Company may differ materially and adversely from the
Company's estimates. To the extent there are material differences between the estimates and the actual results, future results
of operations will be affected.

 N. Stock-Based Compensation

 The
Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued
to acquire goods or services, including grants of employee stock options, be recognized in the consolidated statements of operations
and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the
time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense
related to stock-based awards is recognized over the requisite service period, which is generally the vesting period.

 The
Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the
fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable,
using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive management,
management, accounting, operations, corporate communication, and financial and administrative consulting services.

 O. Warrants

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in FASB, ASC 480 and ASC 815. The assessment considers whether the warrants are
freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants
meet all of the
requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own ordinary
shares and whether the warrant holders could potentially require "net cash settlement" in a circumstance outside of the Company's
control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or
modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each consolidated balance sheet date
thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements
of operations and comprehensive loss.

 F- 14

 Notes

 For

 3.

 P. Recently Adopted Accounting Standards

 In
February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02, "Leases (Topic 842)", which establishes a right-of-use (ROU) model
that requires a lessee to record an ROU asset and a lease liability on the statement of financial position for all leases with terms
longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense
recognition in the statement of activities. The new standard became effective for public business entities on January 1, 2019, with early
adoption permitted. The new standard became effective for the Company on May 17, 2022, the date the Company became a public entity. The
Company adopted this accounting policy as of May 17, 2022. A modified retrospective transition approach is required for lessees for capital
and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial
statements, with certain practical expedients available. While the Company continues to evaluate certain aspects of the new standard,
including those still being revised by the FASB, the new standard does not have a material effect on the Company's consolidated
financial statements. As of December 31, 2023, the Company has one month to month lease, whereas the new standard does not apply.

 In
October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure
Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety
of topics in the codification. Certain amendments represent clarifications to or technical corrections of the current requirements. Each
amendment in the ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing
regulations by June 30, 2027. The Company is currently assessing the impact this standard will have on the Company's future consolidated
financial statements.

 F- 15

 Notes

 For

 3.

 Q. Recently Issued but Not Adopted Accounting Standards

 In
November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
The amendments in ASU 2023-07 are intended to enhance disclosures for significant segment expenses for all public entities required
to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a
measure of segment profit or loss that its chief operating decision maker ("CODM") uses to assess segment performance
and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure
of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful
financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable
segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess
segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts,
such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU
2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity
identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its
reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the
amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently
assessing the impact this standard will have on the Company's future consolidated financial statements.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in
ASU 2023-07 are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09
require annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet
a quantitative threshold, and a disaggregation of income taxes paid, net of refunds. The amendments in ASU 2023-09 also eliminate certain
existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments in ASU
2023-09 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December
15, 2024. Early adoption is permitted. The amendments in ASU 2023-09 should be applied prospectively. The Company is currently assessing
the impact this standard will have on the Company's future consolidated financial statements.

 Management
does not believe that other recently issued, but not yet effective, accounting standards could have a material effect on the Company's
consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under
the circumstances.

 F- 16

 Notes

 For

 4. Concentration of Credit Risk

 Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $ 250,000. The Company had $ nil and $ 187,821 in
excess of the FDIC insured limit at December 31, 2023 and 2022, respectively.

 5. Deposits

 As
of December 31, 2022, deposits were comprised of two down payments. One was for a construction of equipment contract for which the Company
had not yet taken title. The other was for a construction contract for which the work had not started. As of December 31, 2023, the Company
has still not taken title of the equipment and the construction contract was completed (Note 9).

 On March 13, 2024, the Company entered
into and signed a Settlement and Release Agreement, in which the deposit was forfeited, leased equipment was
returned, and 118,535,168 shares of common stock of Alterola was transferred to the vendor in lieu of payment. Additionally, all parties involved mutually released, relieved, acquitted, remised, and discharged
each other as per the Settlement and Release Agreement (Notes 9 and 16).

 6. Equity Method Investment in Alterola

 On
October 3, 2022, the Company entered into a Secondary Stock Purchase Agreement and Release (the "Secondary SPA") with Phytotherapeutix
Holdings Ltd., a United Kingdom entity, Equipped4 Holdings Limited, a United Kingdom entity, TPR Global Limited, a United Kingdom entity
(each, a "Seller" and collectively, the "Sellers") and Alterola Biotech Inc., a Nevada corporation ("Alterola")
providing for the purchase by Bright Green of shares of Common Stock of Alterola from the Sellers (the "Transferred Shares").

 The
Secondary SPA provided that, as of the date thereof, the authorized shares of Alterola consisted of 2,000,000,000 shares of common stock,
$ 0.001 par value, of which 807,047,948 shares were issued and outstanding. The Sellers held 67 % of Alterola's total outstanding
shares prior to the closing of the Secondary SPA. As a result of this transaction, the Company obtained ownership or voting power of
approximately 25 % of the total outstanding shares of Alterola. The Sellers Transferred Shares consisted of, in aggregate, 201,761,982
shares of Common Stock, which were sold to the Company for a purchase price of $ 3,999,999, pursuant to the payment schedule set forth
in the Secondary SPA. Following the receipt of each installment payment, the Sellers agreed to loan to Alterola the proceeds such Seller
received from the foregoing sale of its Transferred Shares, pursuant to a loan agreement. As of December 31, 2023 and 2022, the Company
has a liability to the Sellers of $ 1,650,000, which is in default as of December 31, 2023. The liability is not interest-bearing and
not secured.

 On
March 13, 2024, the Company entered into and signed a Settlement Agreement with the Sellers, in which the Company transferred 27,742,273 of the Transferred Shares to
each of the Sellers. Additionally, all parties involved mutually released, relieved, acquitted, remised, and discharged each other from
any further claims as outlined in the Release Agreement (Note 16).

 Voting
Agreement

 Concurrently
with the signing of the Secondary SPA, Bright Green and the Sellers entered into a voting agreement (the "Voting Agreement")
whereby the Sellers agreed to vote in favor
of the adoption of an agreement to effect Bright Green's acquisition of Alterola or the Alterola's merger into Bright Green
or a subsidiary of Bright Green, as the case may be, pursuant to additional terms set forth in the Voting Agreement.

 F- 17

 Notes

 For

 6. Equity Method Investment in Alterola (continued)

 The
Voting Agreement was initially measured at fair value utilizing the Black-Scholes option pricing model based on the following assumptions:
dividend rate of 0.0 %, risk free rate of 4.0 %, term of 0.5 years, volatility of 66.0 %, the stock price of $ 26,400,000, inclusive of
a Control Premium of 65 % valued at $ 10,400,000, determined using the Recent Transaction Method as the transaction was determined to
be arms-length, and a strike price of $ 61.3 million reflecting the option to purchase the remaining 75 % of the outstanding shares of
common stock for $ 46.0 million. The issuance date fair value of the Voting Agreement was determined to be $ 213,000 of the gross payment
to the Sellers of $ 3,999,999.

 As
of December 31, 2022, the value of the option was impaired to $nil to reflect the likelihood that the option would be exercised according
to the terms set forth. As of December 31, 2023, the option has expired.

 Equity
Method Accounting Treatment

 The
Company's 25 % ownership of Alterola allowed the Company to have significant influence over the operations and decision-making at
Alterola. Accordingly, the Company accounted for the transaction under the equity method and recorded the carrying value of the Company's
investment in Alterola common shares at cost, including the transaction costs incurred to obtain the equity method investment, in the
consolidated balance sheets.

 The
following table provides summarized balance sheet information for Alterola as of September 30, 2023 and December 31, 2022:

of Financial Statement Information

 September 30, 2023

 Current assets

 $
 197,208

 $
 192,011

 Non-current assets

 300,000

 12,018,147

 Current liabilities

 2,519,231

 1,822,696

 Non-current liabilities

 -

 151,255

 Equity (Deficit)

 $
 ( 2,022,023
)

 $
 10,236,207

 The
following table provides summarized income statement information for Alterola for the nine months ended September 30, 2023 and the year ended December 31, 2022:

 Nine Months Ended

 Year Ended

 September 30, 2023

 Total revenues

 $
 -

 $
 -

 Net loss

 $
 874,653

 $
 4,980,510

 F- 18

 Notes

 For

 6. Equity Method Investment in Alterola (continued)

 For
the year ended December 31, 2022 and the period through October 16, 2023, the Company maintained significant influence through its ownership
interest and accounted for its Alterola investment under the equity method. For the year ended December 31, 2022, the Company recorded
a loss of $ 135,155 to account for its 25% share of Alterola's net loss from October 3, 2022, through the year ended December 31,
2022. As of December 31, 2022, the equity method investment balance was $ 3,990,960.

 For
the year ended December 31, 2023, the Company recorded
a loss of $ 218,663 to account for its 25% share of Alterola's net loss for the period ended October 16, 2023. On October
16, 2023, Alterola issued shares of its common stock in exchange for forgiveness of debt diluting the Company's 25% share to approximately
15%. The Company evaluated its ability to continue to exercise significant influence over its investment and determined that it no longer
had significant influence. Subsequent to this remeasurement date, the Company's Alterola investment is accounted for at fair value under
ASC 321 and recorded in Other investment held at fair value on the consolidated balance sheets. Any changes in fair value of the Company's
Alterola investment are recorded as a Change in fair value of assets in its consolidated statements of operations and comprehensive loss.
Based on quoted market prices, the fair value of the Company's Alterola investment was $ 726,343 as of December 31, 2023. For the
year ended December 31, 2023, the Company recorded $ 3,045,954 of Change in fair value of assets.

 The
following table summarizes the activity of the Company's equity method investment in Alterola:

of Equity Method Investment in Alterola

 Equity Method

 Investment in Alterola

 Balance at December 31, 2021

 $
 -

 Company's initial investment in Alterola

 4,126,115

 Company's 25% share in net loss recognized in 2022

 ( 135,155
)

 Balance at December 31, 2022

 3,990,960

 Company's 25% share in net loss recognized through October 16, 2023

 ( 218,663
)

 Company's 25% share in net loss

 ( 218,663
)

 Change in fair value of assets

 ( 3,045,954
)

 Balance at December 31, 2023

 $
 726,343

 7. Property, Plant, and Equipment

 The
Company owns an expansive 22 -acre modern Dutch "Venlo style" glass greenhouse situated on 70 acres in Grants, New Mexico.
It is being retrofitted for growing, processing and distribution of medicinal plants, including Marijuana, for medical researchers licensed
by the Drug Enforcement Administration.

 Property,
plant, and equipment at December 31, 2023 and 2022, consisted of the following:

of Property Plant and Equipment

 Furniture and fixtures

 $
 88,690

 $
 88,690

 Land

 260,000

 260,000

 Construction in progress

 10,635,866

 10,736,269

 Building and improvements

 8,883,851

 8,883,851

 Property, plant and equipment gross

 19,868,407

 19,968,810

 Accumulated depreciation

 ( 3,460,992
)

 ( 2,822,485
)

 Net property, plant, and equipment

 $
 16,407,415

 $
 17,146,325

 F- 19

 Notes

 For

 7. Property, Plant, and Equipment (continued)

 The
amount of interest expense capitalized and included in construction in progress was $ 223,271 and $ 106,117 for the years ended December
31, 2023 and 2022, respectively (Note 10).

 On
January 19, 2024, the Company reached an agreement with the vendor to cancel approximately $ 2,650,000
of construction in progress. As part of the agreement, the vendor also agreed to cancel the related accounts payable and completion
of the project. The project was being constructed at the vendor's location. The adjustment is reflected in the construction in
progress balance as of December 31, 2023 (Note 16).

 Real
Estate Options

 In
2020, the Company entered into a merger agreement with Grants Greenhouse Growers, Inc. and acquired the following two land options:

 -
 A
Real Estate Option Agreement dated October 5, 2020, and expiring on December 31, 2021, for $ 1,500 monthly payments up until June 30,
2021, and $ 1,750 monthly payments from July 1, 2021 to December 31, 2021, with a one-year extension starting on January 1, 2022 for $ 2,000
monthly payments, with the option to purchase 330 acres for $ 5,000 per acre.

 -
 A
 Real Estate Option Agreement dated October 21, 2020, and expiring on December 31, 2021, for
 $ 1,000 monthly payments, with a one-year extension starting on January 1, 2022 for $ 1,500
 monthly payments, with the option to purchase 175 acres for $ 5,000 per acre.

 As
of December 31, 2022, the Company notified the two landowners of the Company's intention to exercise the two Real Estate Option
Agreements. The Company is in the process of negotiating final terms of the two acquisitions. As of December 31, 2023, the acquisitions
have not been completed.

 8. Intangible Assets

 Intangible
assets at December 31, 2023 and 2022, consisted of the following:

of Intangible Assets

 Licenses

 $
 1,000

 $
 1,000

 Accumulated amortization

 -

 -

 Net intangible assets

 $
 1,000

 $
 1,000

 9. Commitments

 In
2022, the Company entered a contract to purchase equipment for $ 2,219,285. The Company made a deposit totaling $ 1,109,643 as of December
31, 2022. The remaining balance of $ 1,109,642 is due upon delivery of the equipment. In addition, the Company entered into and paid in
full a construction contract for $ 47,944 as of December 31, 2022. The construction was completed in March 2023, and the contract was
fulfilled (Note 5).

 On
March 13, 2024, the Company entered into and signed a Settlement and Release Agreement, in which the deposit was forfeited, leased
equipment was returned, and 118,535,168 shares
of common stock of Alterola was transferred to the vendor in lieu of payment. Additionally, all parties involved mutually released,
relieved, acquitted, remised, and discharged each other as per the Settlement and Release Agreement (Notes
5 and 16).

 F- 20

 Notes

 For

 10. Related Party Line of Credit Note

 On
June 5, 2022, the Company and LDS Capital LLC ("Lender"), whose managing member is a member of the Company's Board
of Directors (the "Board"), entered into an unsecured line of credit in the form of a note (the "June
Note"). The June Note provides that the Company may borrow up to $ 5,000,000,
including an initial loan of $ 3,000,000,
through June 4, 2025 (the "June Note Maturity Date") from Lender. Prior to the June Note Maturity Date, the Company may
borrow up to an additional $ 2,000,000
under the June Note, at Lender's sole discretion, and subject to the Company's request of such additional funds from
Lender (each loan furnished under the June Note individually, a "Loan," and collectively, the "Loans"). The
Company has the right, but not the obligation, to prepay any Loan, in whole or in part, prior to the June Note Maturity Date.
Interest on the unpaid principal amount of any Loan accrues through the earlier of the June Note Maturity Date or the date of
prepayment on such Loan, at a rate of 2 %
per annum plus the Prime Rate (the rate of interest per annum announced from time to time by JP Morgan Chase Bank as its prime
rate). If the principal and interest, if any, of any Loan is not paid in full on the June Note Maturity Date, additional penalty
interest will accrue on such Loan in the amount of 2 %
per annum. The Company amended the line of credit on November 14, 2022, to increase the capacity by $ 10,000,000. On January 31, 2023, LDS Capital LLC assigned the note to its sole member, Lynn Stockwell, who is the Company's
Chairwoman and majority shareholder.

 As
of December 31, 2023, the Lender has funded the Company $ 5,983,250 (December 31, 2022 – $ 5,191,057), with the Company paying back
$ 6,110,855 (December 31, 2022 – $ 1,611,067) of those funds, which includes $ 327,605 in interest. As of December 31, 2023, there
was accrued interest of $ 1,783 (December 31, 2022 – $ 106,117). The funds have been used for the construction in progress, and during
the year ended December 31, 2023, interest expense of $ 223,271 (December 31, 2022 – $ 106,117) has been capitalized (Note 7).

 On
February 1, 2023, through a cashless conversion, the related party line of credit note was used to pay the related party loan balance
of $ 392,194 in full.

 On
February 6, 2023, through a cashless conversion, the related party line of credit note was paid down $ 880,000 in exchange for an $ 880,000
investment for 22,005 shares of the Company's common stock valued at $ 39.99 per share pursuant to the Company's EB-5 Program
(Note 11).

 On
March 14, 2023, the Company drew an additional $ 200,000 on the related party line of credit note.

 F- 21

 Notes

 For

 10. Related Party Line of Credit Note (continued)

 At
August 31, 2023, the amount of principal, interest, and other costs outstanding under the related party line of credit note was $ 3,619,789
(the "Repayment Obligation"). On September 1, 2023, the Company and the Lender entered into an agreement (the "Repayment
Agreement") pursuant to which, in consideration for the cancellation and full satisfaction of the Repayment Obligation, the Company
issued to the Lender (i) 2,827,960 shares (the "Shares") of the Company's common stock, par value $ 0.0001 per share
(the "Common Stock"), representing a conversion of outstanding principal at $ 1.15 per Share, and (ii) warrants representing
a conversion of outstanding principal at $ 0.13 per warrant to purchase up to 2,827,960 shares of Common Stock at a price of $ 3.00 per
share (Note 11).

 The
Company determined the Repayment Agreement should be accounted for as an extinguishment in accordance ASC 405, Liabilities, and ASC 470-50,
Debt. The Company measured the difference between the fair value of the equity interests granted and the carrying value of the obligation,
determining that the carrying value exceeded the fair value of the interests granted. The Company determined that a gain would be recorded;
however, the Company recorded the $ 2,090,564 gain as a capital transaction due to the related party nature of the Lender.

 On
December 1, 2023, the Company drew an additional $ 200,000 on the related party line of credit note, leaving available $ 14,800,000 to
draw from that credit facility.

 11. Stockholders' Equity

 The
Company has authorized 500,000,000 shares of $ 0.0001 par value common stock and 10,000,000 shares of $ 0.0001 par value preferred stock.
As of December 31, 2023, and 2022, there were 184,758,818 and 173,304,800, respectively, of common shares issued and outstanding. The
Company has not issued any preferred shares to date.

the year ended December 31, 2023, the Company issued the following:

 -
 200,000
 warrants exercised in exchange for 200,000 shares of common stock issued for cash at $ 1.05
 per share, to one accredited investor in February 2023;

 -
 22,005
 shares of common stock issued at $ 39.99 per share, to the Company's Chairwoman in February
 2023, through a cashless conversion; the related party line of credit note was paid down
 $ 880,000 in exchange for an $ 880,000 investment, pursuant to the Company's EB-5 Program
 (Note 10);

 -
 22,005
 shares of common stock issued at $ 39.99 per share, to one accredited investor in March 2023,
 pursuant to the Company's EB-5 Program;

 F- 22

 Notes

 For

 11.
 Stockholders'
 Equity (continued)

 -
 875,000
 shares of common stock for services rendered, at a fair value of $ 0.9416 per share, to the
 Company's former Executive Chairman, in March 2023 (Note 14);

 -
 500,000
 shares of common stock for services rendered, at a fair value of $ 1.13 per share, to the
 Company's former Chief Executive Officer, in May 2023 (Note 14);

 -
 3,684,210
 shares of common stock and warrants to purchase up to an aggregate of 3,684,210 shares of
 common stock, at a combined purchase price of $ 0.95 per share and accompanying warrant, in
 a private placement offering, in May 2023 (the "May 2023 Private Placement");

 -
 875,000
 shares of common stock for services rendered, at a fair value of $ 1.01 per share, to the
 Company's former Executive Chairman, in June 2023 (Note 14);

 -
 137,838
 shares of common stock for services rendered, at a fair value of $ 0.74 per share, to a consultant
 of the Company, in July 2023;

 -
 2,827,960
 shares of common stock and warrants to purchase up to an aggregate of 2,827,960 shares of
 common stock at an exercise price of $ 3.00 per share, issued at a combined price of $ 1.28
 per share and accompanying warrant, to the Company's Chairwoman, through a cashless
 conversion; the related party line of credit note was paid in full $ 3,619,789 in exchange
 for a $ 3,619,789 investment, in September 2023 (Note 10);

 -
 60,000
 shares of common stock for services rendered, at a fair value of $ 0.4015 per share, to a
 consultant of the Company, in September 2023;

 -
 500,000
 shares of common stock for services rendered, at a fair value of $ 0.4015 per share, to the
 Company's Chief Financial Officer, in September 2023 (Note 14);

 -
 875,000
 shares of common stock for services rendered, at a fair value of $ 0.3959 per share, to the
 Company's former Executive Chairman, in September 2023 (Note 14);

 -
 1,800,000
 shares of stock options for services rendered, at a fair value of $ 0.3303 per share, an exercise
 price of $ 0.3353 per share, which vest immediately, expire on November 16, 2033, with 600,000
 each to three Directors of the Company, in November 2023 (Notes 12 and 14); and

 F- 23

 Notes

 For

 11.
 Stockholders'
 Equity (continued)

 -
 875,000
 shares of common stock for services rendered, at a fair value of $ 0.3301 per share, to the
 Company's former Executive Chairman, in December 2023 (Note 14).

the year December 31, 2022, the Company issued the following:

 -
 12,500
 shares of common stock at a purchase price of $ 4.00 per share, for gross cash proceeds of
 $ 50,000, to one accredited investor in January 2022;

 -
 500,000
 shares of common stock for services rendered, at a fair value of $ 4.00 per share determined
 using the per share purchase price of the latest $ 4.00 private placement Round, to the Chief
 Financial Officer of the Company, in April 2022;

 -
 1,574,490
 shares of common stock for services rendered, at a fair value of $ 8.00 per share determined
 using the per share purchase price of the latest $ 8.00 private placement Round, to six consultants
 in April 2022;

 -
 5,000
 shares of common stock that were issued in January 2021 to a director of the Company, for
 services valued at $ 2.00 per share determined using the per share purchase price of the $ 2.00
 Round, were canceled in April 2022;

 -
 300,000
 shares of common stock at a purchase price of $ 10.00 per share, for gross cash proceeds of
 $ 3,000,000, to two accredited investors in May 2022;

 -
 108,000
 shares of common stock that were issued in June 2019 to a consultant of the Company, for
 services valued at $ 0.069 per share determined using an asset approach, were canceled in
 June 2022;

 -
 9,523,810
 shares of common stock and warrants to purchase up to an aggregate of 9,523,810 shares of
 common stock, at a combined purchase price of $ 1.05 per share and accompanying warrant, in
 a private placement offering, in September 2022 (the "September 2022 Private Placement");
 and

 -
 3,962,500
 shares of common stock for services rendered, with (i) 3,000,000 shares issued at a fair
 value of $ 1.25 per share, (ii) 87,500 shares at a fair value of $ 1.08 per share, and (iii)
 875,000 shares at a fair value of $ 0.4695 per share, to the former Chief Executive Officer
 of the Company, in December 2022.

 Private
Placement Offerings

 September
2022 Private Placement

 On
September 7, 2022, the Company entered into a Securities Purchase Agreement with investors for the sale by the Company of 9,523,810 shares
of common stock and warrants to purchase up to an aggregate of 9,523,810 shares of common stock. The combined purchase price of one share
and the accompanying warrant ("September 2022 Warrants") was $ 1.05.

 F- 24

 Notes

 For

 11.
 Stockholders'
 Equity (continued)

 Subject
to certain ownership limitations, the September 2022 Warrants are exercisable immediately after issuance at an exercise price equal to
$ 1.05 per share of Common Stock, subject to adjustments as provided under the terms of the September 2022 Warrants. The September 2022
Warrants have a term of five years from the date of issuance. The September 2022 Private Placement closed on September 12, 2022. The
Company received gross proceeds of approximately $ 10 million before deducting transaction-related fees and expenses payable by the Company.
As of December 31, 2023, 200,000 of the September 2022 Warrants have been redeemed for $ 210,000.

 In
connection with the September 2022 Private Placement, the Company entered into a Registration Rights Agreement with the investors. The
Company's registration statement on Form S-1 to register the securities issued in the September 2022 Private Placement went effective
on September 21, 2022.

 Transaction
costs incurred related to the September 2022 Private Placement include the following: (i) placement agent fees of $ 800,000, (ii) legal
expenses of $ 55,617, and (iii) escrow agent expenses of $ 7,650.

 May
2023 Private Placement

 On
May 21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor and existing stockholder of the Company.
The combined purchase price of one share and the accompanying warrant ("May 2023 Warrants") was $ 0.95. Subject to certain
ownership limitations, the May 2023 Warrants are exercisable immediately after issuance at an exercise price equal to $ 0.95 per share
of Common Stock, subject to adjustments as provided under the terms of the May 2023 Warrants. The May 2023 Warrants have a term of five
years from the date of issuance. The May 2023 Private Placement closed on May 24, 2023. The Company received gross proceeds of approximately
$ 3.5 million before deducting transaction related fees and expenses payable by the Company.

 In
connection with the May 2023 Private Placement, the Company entered into a Registration Rights Agreement with the investor. The Company's
registration statement on Form S-3 to register the securities issued in the May 2023 Private Placement went effective on June 5, 2023.

 Transaction
costs incurred related to the May 2023 Private Placement include the following: (i) placement agent fees of $ 316,850, and (ii) legal
expenses of $ 78,400.

 Warrants

 September
2022 Warrants

 In
the Company's September 2022 Private Placement, Warrants to purchase up to 9,523,810 shares of Common Stock were issued ("September
2022 Warrants"). The September 2022

 F- 25

 Notes

 For

 11.
 Stockholders'
 Equity (continued)

 Warrants
were initially exercisable at a price of $ 1.05 per share, subject to adjustment as set forth in the September 2022 Warrants, at any time
after September 12, 2022 and will expire on September 13, 2027. In connection with the May 2023 Private Placement, the exercise price
of the September 2022 Warrants issued in the September 2022 Private Placement was reduced to $ 0.95 per share.

 The
fair value of the September 2022 Warrants immediately prior to the modification was $ 7,399,000, and the fair value of the September 2022
Warrants immediately after the modification was $ 6,901,000, representing a decrease in fair value of $ 498,000. In accordance with ASU
2021- 04, as the modification was a result of issuing equity and there was no increase in fair value, the Company accounted for the adjustment
as a reduction of additional paid-in capital with a corresponding offset recorded to additional paid-in capital.

 May
2023 Warrants

 In
the Company's May 2023 Private Placement, Warrants to purchase up to 3,684,210 shares of Common Stock were issued ("May 2023
Warrants"). The fair value of the May 2023 Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions
current at the date of issuance (i.e., share price of $ 0.78, exercise price of $ 0.95, term of five years, volatility of 165.0 %, risk-free
rate of 3.8 %, and dividend rate of 0.0 %). The grant date fair value of the May 2023 Warrants was estimated to be $ 1,600,000 on May
24, 2024 and is reflected within additional paid-in capital as of December 31, 2023.

 September
2023 Warrants

 In
connection with the Repayment Obligation disclosed in Note 10, Warrants to purchase up to 2,827,960 shares of Common Stock were issued
("September 2023 Warrants"). The fair value of the September 2023 Warrants was determined utilizing a Monte Carlo simulation
considering all relevant assumptions current at the date of issuance (i.e., share price of $ 0.46, exercise price of $ 3.00, expected life
of one year, volatility of 149%, risk-free rate of 5.36 %, and dividend rate of 0.0 %). The grant date fair value of the September 2023
Warrants was estimated to be approximately $ 149,180 on September 1, 2023, and is reflected within additional paid-in capital as of December
31, 2023.

 F- 26

 Notes

 For

 12. Stock-Based Compensation

 In
2022, the Company adopted the Bright Green Corporation 2022 Omnibus Equity Compensation Plan, which allows for various types of stock-based
awards. These awards can be in the form of stock options (including non-qualified and incentive stock options), SARs, restricted shares,
performance shares, deferred stock, restricted stock units ("RSUs"), dividend equivalents, bonus shares, or other types of
stock-based awards.

 As
of December 31, 2023 and 2022, there were 3,050,000 and nil, respectively, of awards granted under the Plan. The awards consisted
of 2,425,000 shares of stock options and 625,000 shares of RSUs.

 The
Company's stock-based compensation costs for the years ended December 31, 2023, and 2022 were $ 3,829,218
 and $ 18,833,781,
respectively, with the costs allocated to general and administrative expenses. Stock options accounted for $ 594,478
 of the total stock-based compensation costs for
the year ended December 31, 2023.

 Stock
Options

 The
Company uses the Black-Scholes option pricing model to value stock option grants to employees, non-employees, and directors. The fair
value of the Company's common stock is used to determine the fair value of stock options. The Black-Scholes option pricing model
requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of
the award, (iii) the risk-free interest rate, and (iv) expected dividends. The historical volatility is calculated based on a period
of time commensurate with the expected term assumption. The Company uses the simplified method to calculate the expected term for options
granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of
the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity
date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has
never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur.

 The
fair value of the stock options was estimated using the following assumptions:

 Schedule of Fair Value
of The Stock Options

 2023

 2022

 Weighted average fair value at grant date

 $
 0.3303

 $
 -

 Valuation assumptions:

 Expected life of options (years)

 5.00

 -

 Expected stock volatility

 213.90
 %

 -

 Risk-free interest rate

 4.42
 %

 -

 Expected dividend yield

 0.00
 %

 -

 F- 27

 Notes

 For

 12.

 Stock-Based Compensation
 (continued)

the year ended December 31, 2023, the Company granted the following stock options:

 -
 On
 September 20, 2023, the Company granted 625,000 shares of stock options with an exercise
 price of $ 0.385, which vest in thirty equal monthly installments beginning April 1, 2024,
 to the Chief Executive Officer of the Company (Note 14); and

 -
 On
 November 16, 2023, the Company granted 1,800,000 shares of stock options with an exercise
 price of $ 0.3353, a fair value of $ 0.3303, vesting immediately, and expiring on November
 16, 2033, with 600,000 each to three Directors of the Company (Notes 11 and 14).

year ended December 31, 2022, the Company did no t issue any stock options.

 The
following table summarizes stock option activity for the year ended December 31, 2023:

 Schedule of Summarizes Stock Option Activity

 Stock Options Outstanding & Exercisable

 Weighted Average

 Number of

 Weighted Average

 Remaining Life

 Stock Options

 Exercise Price

 (Years)

 Balance, December 31, 2022

 -

 $
 -

 Granted

 2,425,000

 0.3353

 Exercised

 -

 -

 Expired

 -

 -

 Balance, December 31, 2023

 2,425,000

 $
 0.3353

 9.90

 On March 31, 2024, the 625,000 shares of stock options granted to the Chief
Executive Officer of the Company were canceled by mutual agreement between the Company and the Chief Executive Officer (Notes 14 and 16).

 Restricted
Stock Units

 The
Company accounts for the fair value of restricted stock units ("RSUs") using the closing market price of the Company's
common stock on the date of the grant. Stock-based compensation cost for RSUs is measured at the grant date based on the estimated fair
value of the award and is recognized as expense over the requisite service period (generally the vesting period), net of forfeitures.

the year ended December 31, 2023, the Company granted the following RSUs:

 -
 On
 September 20, 2023, the Company granted 625,000 shares of RSUs, which vest in thirty equal
 monthly installments beginning April 1, 2024, to the Chief Executive Officer of the Company
 (Note 14).

the year ended December 31, 2022, the Company did no t issue any RSUs.

 On March 31, 2024, the 625,000 shares of RSUs granted to the Chief Executive
Officer of the Company were canceled and replaced with 5,500,000 RSUs by mutual agreement between the Company and the Chief Executive
Officer (Notes 14 and 16).

 F- 28

 Notes

 For

 13. Income Taxes

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax
assets as of December 31, 2023 and 2022, based on estimates of recoverability. While the Company has optimistic plans for its business
strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty
with respect to its ability to generate sufficient profits from its business model.

 The
current and deferred income tax expenses for the year December 31, 2023 and 2022, was $ nil. The provision for income taxes differs
from that computed at combined corporate tax rate of approximately 25.8 % (2022 – 25.8 %) as follows:

of Income Tax Provision

 2023

 2022

 Loss before income taxes

 $
)

 $
)

 The
(benefit) provision for income taxes for 2023 and 2022 consists of the following:

 2023

 2022

 Current:

 Federal

 -

 -

 State

 -

 -

 Total current (benefit) provision

 -

 -

 Deferred:

 Federal

 ( 2,520,309
)

 ( 5,727,839
)

 State

 ( 576,071
)

 ( 1,309,220
)

 Total current (benefit) provision

 ( 3,096,380
)

 ( 7,037,059
)

 Valuation allowance

 3,096,380

 7,037,059

 Total (benefit) expense

 $
 -

 $
 -

 The
federal and state tax effects of the temporary differences and carry forwards that give rise to deferred tax assets consists of the following:

of Federal and State Tax Effects of Temporary Differences and Carryforwards

 2023

 2022

 Other

 1,401,963

 728,201

 Net operating loss carry over

 9,716,764

 7,294,146

 Total deferred tax assets

 11,118,727

 8,022,347

 Less: valuation allowance

 ( 11,118,727
)

 ( 8,022,347
)

 Deferred tax assets, net of valuation allowance

 $
 -

 $
 -

 F- 29

 Notes

 For

 13.

 Income Taxes (continued)

 As of December 31, 2023 and 2022, the Company decided that a valuation allowance relating to the above deferred tax
assets of the Company was necessary, largely based on the negative evidence represented by losses incurred and a determination that it
is not more likely than not to realize these assets, such that, a corresponding valuation allowance, for each respective period, was recorded
to offset deferred tax assets. Management has based its assessment on the Company's lack of profitable operating history. As of
December 31, 2023 and 2022, the Company has approximately $ 37,661,876 and $ 28,577,832 respectively, of Federal net of operating losses
available to reduce taxable income of future years. The federal loss carryforward expires indefinitely. The benefit from the non-capital
loss carry-forward balance has not been recorded in the consolidated financial statements.

 The Company is subject to U.S. federal jurisdiction and the state of New Mexico income taxes. Management has not filed
federal or state income tax returns due to incurring cumulative losses. Therefore, the Company's actual tax position may differ
from their book position. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified
in the consolidated financial statements as tax expense.

 14. Related Party Transactions

 Other
than the transactions disclosed elsewhere in the consolidated financial statements, the following are the other significant related party
transactions and balances:

in common stock issued for services during the year ended December 31, 2023, were 3,500,000 shares of common stock issued to
the former Executive Chairman of the Company (Note 11).

in common stock issued for services during the year ended December 31, 2023, were 500,000 shares of common stock issued to the
former Chief Executive Officer of the Company (Note 11).

in common stock issued for services during the year ended December 31, 2023, were 500,000 shares of common stock issued to the
Chief Financial Officer of the Company (Note 11).

in stock options issued for services during the year ended December 31, 2023, were 1,800,000 shares of stock options issued
to three Directors of the Company (Notes 11 and 12).

in stock-based awards granted during the year ended December 31, 2023, were 625,000 shares of stock options and 625,000 shares
of RSUs issued to the Chief Executive Officer of the Company. On March 31, 2024, both the 625,000 shares of stock options and 625,000
shares of RSUs were canceled by mutual agreement between the Company and the Chief Executive Officer (Notes 12 and 16).

 F- 30

 Notes

 For

 14.

 Related Party Transactions
 (continued)

 At
December 31, 2023 and 2022, $ 400,000
and $ 400,000, respectively, was due to the Company's former interim Chief Executive Officer, who is also the Company's
former Executive Chairman. The amounts, which includes $ 200,000
and $ 300,000, respectively, in accrued bonus, is included in accrued liabilities in the consolidated balance sheet. On February 15,
2024, the Company issued 2,420,000
shares of common stock as a final settlement for the unpaid remuneration and bonus compensation (Notes 11 and 16).

 At
December 31, 2023 and 2022, $ 23,460
and $ nil, respectively, was due to a company majority owned by the Company's former Chief Executive Officer. The amount is
included in accounts payable in the consolidated balance sheets.

 At
December 31, 2023 and 2022, $ 68,037
 and $ 65,856,
respectively, was due to a company wholly owned by the Company's Chief Financial Officer, who also is a shareholder.
The amount is included in accounts payable in the consolidated balance sheets.

 At
December 31, 2023 and 2022, $ 66,667
and $nil, respectively, was due to a company wholly owned by the Company's Chief Executive Officer. The amount is included in
accounts payable in the consolidated balance sheets.

 At
December 31, 2023 and 2022, $ 400,000
and $ 143,900, respectively, was due to a firm that has one of its partners serving on the Company's Board of Directors. The amount
is included in accounts payable in the consolidated balance sheets.

 At
December 31, 2023 and 2022, the outstanding balance on the line of credit of $ 201,783
and $ 3,686,107, respectively, was due to a Lender, who is the Company's
Chairwoman and majority shareholder (Note 10).

 15. Contingencies

 In
the ordinary course of business, the Company is routinely defendants in, or parties to a number of pending and threatened legal
actions including actions brought on behalf of various classes of claimants. In view of the inherent difficulty of predicting the
outcome of such matters, the Company cannot state what the eventual outcome of such matters will be. Legal provisions are
established when it becomes probable that the Company will incur an expense related to a legal action and the amount can be reliably
estimated. Such provisions are recorded at the best estimate of the amount required to settle any obligation related to these legal
actions as at the consolidated balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
Management and internal and external experts are involved in estimating any amounts that may be required. The actual costs of
resolving these claims may vary significantly from the amount of the legal provisions. The Company's estimate involves
significant judgement, given the varying stages of the proceedings, the fact that the Company's liability, if any, has yet to
be determined and the fact that the underlying matters will change from time to time. Other than as set forth below, the Company is
not presently a party to any litigation. The Company is
not able to make a reliable assessment of the potential losses as these matters are at an early stage, accordingly, no amounts have
been accrued in the consolidated financial statements.

 F- 31

 Notes

 For

 15.

 Contingencies (continued)

Green Corporation v. John Fikany, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company
filed a complaint for declaratory judgment against a consultant of the Bright Green Group of Companies, an entity unrelated to the Company,
to determine if defendant is entitled to 5,000,000 shares of the Company's common stock, based on a failure to fulfill agreed upon
conditions precedent to earning such shares from the Company. Defendant counterclaimed and filed a third-party claim against a director
of the Company, and her spouse, for claims including wrongful termination and breach of contract. The Company denies defendants allegations
and have set forth arguments refuting defendant's counterclaims and third-party claims. The trial date for the case has been scheduled for April 22, 2024.

Green Corporation v. Jerry Capussi, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company
and defendant, a former consultant of Sunnyland Farms Inc., an entity unrelated to the Company, have each filed claims for declaratory
judgment seeking to determine by court order whether defendant is entitled to (i) shares of common stock in the Company (amounting to
no more than 108,000 shares) or (ii) fair market value of defendant's equity ownership of BGGI. The lawsuit is in early discovery
stages, and the Company is preparing arguments for a summary judgment motion. There are no claims for specific monetary liability against
either party.

 16. Subsequent Events

 The
Company's management has evaluated the subsequent events up to April 16, 2024. The date the consolidated financial statements
were issued, pursuant to the requirements of ASC 855, and has determined the following constitute material subsequent events:

 On
January 19, 2024, the Company reached an agreement with a vendor to cancel approximately $ 2,650,000
of construction in progress. As part of the agreement, the vendor also agreed to cancel the related accounts payable and completion
of the project (Note 7).

 On
January 30, 2024, the Company issued 450,000 shares of common stock for services rendered, at a fair value of $ 0.2116 per share, to four
consultants of the Company.

 On February 7, 2024, the Company entered into a short-term note with 1401330
Ontario Ltd. (the "Bridge Lender"), a Company owned and controlled by a member of the Board of Directors, for $ 150,000. Additionally,
the Company agreed to pay the Bridge Lender $ 15,000 as interest. The note is personally guaranteed by the Company's Chairwoman.

 On
February 8, 2024, the Company drew an additional $ 100,000
 on the related party line of credit note.

 F- 32

 Notes

 For

 16.
 Subsequent
 Events (continued)

 On
February 15, 2024, Mr. Terry Rafih, the former Executive Chairman, resigned. Mr. Rafih and the Company entered into a Memorandum of
Understanding (the "Separation Agreement"). The Separation Agreement provided that the Company (i) issue to Mr. Rafih 2,537,500
shares of the Company's common stock, representing the acceleration of the vesting of the balance of shares of common stock
issuable pursuant to a one-time award of 10
million shares of common stock approved by the stockholders of the Company at the 2022 Special Meeting of Stockholders, and (ii)
further issue to Mr. Rafih 2,420,000
shares of common stock, in lieu of an aggregate of $ 450,000
of unpaid cash renumeration and bonus compensation during his tenure with the Company. The 4,957,000
shares of common stock were issued on February 15, 2024.

 On
March 7, 2024, the Company entered into a scope of work agreement with Titan Advisory Services, LLC, a limited liability company controlled
by Saleem Elmasri, Chief Financial Officer of the Company, through which Mr. Elmasri provides services to the Company (the "CFO
Agreement"). The CFO Agreement is effective as of March 1, 2024. Pursuant to the CFO Agreement, Mr. Elmasri shall continue to act
as Chief Financial Officer of the Company through February 28, 2025, and provides Mr. Elmasri with a $ 25,000 monthly cash fee, and 600,000
restricted stock units, which were issued on March 7, 2024 and vest in equal monthly installments over a period of one year beginning
one month from the date of grant.

 On March 13, 2024, the Company entered
into and signed a Settlement and Release Agreement with
United Science, LLC ("United") and Alterola, in which a deposit made to United was forfeited, leased equipment was returned
to United, 118,535,168 shares of common stock of Alterola was transferred to United in lieu of payment of outstanding invoices, and
 83,226,820 shares of common stock of Alterola was returned to the three shareholders (Equipped4 Holdings Limited ("Equipped"),
Phytotherapeutix Holdings Ltd. ("Phyto"), and TPR Global Limited ("TPR")) who initially sold the shares to the
Company for settlement of the $ 1,650,000 outstanding balance on the share purchase. Equipped, Phyto, and TPR each received 27,742,273 shares
of common stock of Alterola

 On March 14, 2024, the Company entered
into a credit agreement with JVR Holdings, pursuant to which JVR Holdings agreed to provide the Company with a line of credit facility
up to a maximum amount of $ 60 million, to be drawn in tranches. The line of credit is contingent on the Company formalizing a JVR Holdings
approved plan for a construction project to expand the Company's current research, production and extraction processing facility
Grants, New Mexico.

 On March 25, 2024, the Company drew an additional
$ 10,000 on the related party line of credit note.

 On
March 31, 2024, the Company entered into an Amended Executive Employment Agreement with the Company's Chief Executive Officer (the
"CEO"), which replaced in its entirety the executive employment agreement entered into between the Company and the CEO on
October 2, 2023. The Agreement provides the CEO a monthly base salary of $ 35,833.33 through October 2, 2024, a monthly base salary of
$ 38,333.00 from October 2, 2024 to October 2, 2025, and a monthly base salary of $ 41,667.00 from October 2, 2025 to October 2, 2026.
The agreement provides for customary reimbursement for certain expenses, and eligibility to participate in the Company's benefit
plans and executive compensation programs generally. Additionally, the 625,000 shares of stock options and 625,000 shares of RSUs that
were issued in September 2023, under the original Executive Employment Agreement, were canceled and replaced with 5,500,000 RSUs. The
Agreement provides for the award of up to an aggregate of 5,500,000 restricted stock units, which vest in accordance with the terms provided
in the Agreement, with 500,000 RSUs vested on March 31, 2024, 3,000,000 RSUs vesting ratably over a period of twenty-four 24 months beginning
April 2, 2024, and the remaining 2,000,000 RSUs, along with cash bonuses, vesting upon the achievement of certain milestones as outlined
in the Amended Executive Employment Agreement.

 On April 5, 2024, the Company drew an additional
$ 20,000 on the related party line of credit note.

 On April 9, 2024, the Company drew an additional
$ 40,000 on the related party line of credit note, leaving available $ 14.6 million to draw from that credit facility.

 F- 33