Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended

June 30, 2023

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

For the transition period from ________________________________ to __________________________________

Commission file number

000-54875

Sustainable Projects Group Inc.

(Exact name of registrant as specified in its charter)

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

2316 Pine Ridge Road 383, Naples Florida		34109
(Address of principal executive offices)		(Zip Code)

305-814-2915

(Registrant’s telephone number, including area code)

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

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

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

☒ Yes ☐ No

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

☒ Yes ☐ No

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

Larger accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒		Smaller reporting company ☒

		Emerging growth company ☐

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

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

☐ Yes ☒ No

As of August 18, 2023, there were 292,696,813 shares of the registrant’s common stock, $0.0001 par value, outstanding, which is the only class of common or voting stock of the registrant issued.

SUSTAINABLE PROJECTS GROUP INC.

For the SIX MONTHS Ended JUNE 30, 2023 AND 2022

index to UNAUDITED CONSOLIDATED INTERIM financial statements

	Page

Consolidated Unaudited Interim Balance Sheets	F-2

Consolidated Unaudited Interim Statements of Operations and Comprehensive Loss	F-3

Consolidated Unaudited Interim Statements of Stockholders’ Deficit	F-4

Consolidated Unaudited Interim Statements of Cash Flows	F-5

Notes to Consolidated Unaudited Interim Financial Statements	F-6 to F-12

Page F-1

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2023			2022

ASSETS
Current Assets:
Cash	$	621,508		$	9,363
Accounts receivables		44,005			-
Other receivables – Note 4		66,810			32,180
Inventory – Note 5		3,939			3,939
Prepaid expenses		227,681			4,403
TOTAL CURRENT ASSETS		963,943			49,885

Right Of Use Assets – Note 10		1,790,787			-
Office equipment and furniture – Note 6		93,220			625
Filtration system		25,056			-
Intangible assets – Note 7		93,243			74,778
Goodwill – Note 7		156,752			156,752

TOTAL ASSETS	$	3,123,001		$	282,040

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities – Note 11	$	563,197		$	279,888
Amounts due to related parties – Note 14		636,091			287,911
Payroll liabilities		53,807			-
Notes and interest payable, related party – Note 14		14,583			-
Notes and interest payable		67,975			-
Deferred revenues		81,903			-
Lease liability, current portion – Note 10		173,235			-
TOTAL CURRENT LIABILITIES		1,590,791			567,799

NON-CURRENT LIABILITIES
Note payable		-			56,722
Lease liability obligation – long term – Note 10		1,636,886			-
TOTAL NON-CURRENT LIABILITIES		1,636,886			56,722

TOTAL LIABILITIES		3,227,677			624,521

STOCKHOLDERS’ DEFICIT
Common Stock – Note 13 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 287,190,813		28,719			28,719
Additional Paid in Capital		17,171,767			17,007,531
Shares subscribed		1,252,100			-
Accumulated Deficit		(18,540,820	)		(17,375,748	)
Other Accumulated Comprehensive Loss		(16,442	)		(2,983	)
TOTAL STOCKHOLDERS’ DEFICIT		(104,676	)		(342,481	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,123,001		$	282,040

See accompanying notes to the consolidated financial statements.

Page F-2

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	June 30 2023			June 30 2022			June 30 2023			June 30 2022
	For the						For the
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Revenues
Gross revenues	$	-		$	1,595		$	-		$	1,595
Cost of goods sold		-			(3,472	)		-			(3,472	)
Gross margin					(1,877	)					(1,877	)

Operating and administrative expenses
General and administrative expenses		1,170			7,779			29,347			13,897
Depreciation		19,127			7,166			26,511			14,333
Amortized right of use assets		58,878			-			58,878			-
Advertising and promotion		1,041			-			1,041			-
Interest on lease		45,719			-			45,719			-
Office Maintenance & Utilities		47,829			-			47,829			-
Consulting fees		61,221			-			61,221			-
Management fees		191,887			13,384			393,478			22,384
Professional fees		55,623			8,000			138,931			15,600
Rent		2,194			-			51,801			-
Stock based compensation (Note 15)		164,236			-			164,236			-
Travel expenses		10,319			-			17,337			-
Wages and salaries		146,237			-			199,713			-
Vehicle expense		18,878			-			18,878			-
Loss on inventory write down		-			26,950			-			26,950
Total operating and administrative expenses		824,359			63,279			1,254,920			93,164

Operating loss before other items		(824,359	)		(65,156	)		(1,254,920	)		(95,041	)
Miscellaneous income		69,817						91,391
Interest expense		(1,263	)		(2,943	)		(1,543	)		(5,840	)
Net Loss		(755,805	)		(68,099	)		(1,165,072	)		(100,881	)
Translation gain (loss)		(6,745	)		(140	)		(13,459	)		(276	)
Net loss and comprehensive loss		(762,550)			(68,239)			(1,178,531)			(101,157)
Net loss attributed to non-controlling interest		-			(15,171	)		-			(16,681	)

Net loss and comprehensive loss, attributed to shareholders	$	(762,550	)	$	(53,068	)	$	(1,178,531	)	$	(84,476	)

Basic and diluted loss per share	$	(0.002	)	$	(0.000	)	$	(0.005	)	$	(0.000	)
Weighted average number of common shares outstanding		287,190,813			272,831,272			217,959,199			272,569,615

See accompanying notes to the consolidated financial statements.

Page F-3

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2023 and 2022

	Shares		Amount		Capital		issued		Deficit			Loss			Total
			Par Value									Accumulated
	Common		at $0.0001		Additional Paid-in		Shares to be		Accumulated			Other Comprehensive
	Shares		Amount		Capital		Issued		Deficit			Loss			Total

Balance, December 31, 2022		287,190,813	$	28,719	$	17,007,531	$	-	$	(17,375,748	)	$	(2,983	)	$	(342,481	)
Net loss and comprehensive loss		-		-		-		-		(409,267	)		(6,714	)		(415,981	)

Balance, March 31, 2023		287,190,813	$	28,719	$	17,007,531	$	-	$	(17,785,015	)	$	(9,697	)	$	(758,462	)
Shares subscribed at $0.35 per share								877,100								877,100
Shares subscribed at $0.25 per share								375,000								375,000
Stock based compensation						164,236										164,236
Net loss and comprehensive loss		-		-		-				(755,805	)		(6,745	)		(762,550	)

Balance, June 30, 2023		287,190,813	$	28,719	$	17,007,531	$	1,252,100	$	(18,540,820	)	$	(16,442	)	$	(104,676	)

	Shares		Amount		Capital		issued			Deficit			Loss			Interests			Total
			Par Value										Accumulated
	Common		at $0.0001		Additional Paid-in		Shares to be			Accumulated			Other Comprehensive			*Non-* *controlling*
	Shares		Amount		Capital		Issued			Deficit			Loss			Interests			Total

Balance, December 31, 2021		286,550,813	$	28,655	$	16,986,497	$	21,098		$	(17,342,966	)	$	(268	)	$	66,979		$	(240,005	)
Shares issued at $0.033		640,000		64		21,034		(21,098	)		-			-						-
Net loss and comprehensive loss		-		-		-					(31,405	)		(133	)		(1,510	)		(31,405	)

Balance, March 31, 2022.		287,190,813		28,719		17,007,531		-			(17,374,371	)		(401	)		65,469			(273,053	)
Beginning balance, value		287,190,813		28,719		17,007,531		-			(17,374,371	)		(401	)		65,469			(273,053	)
Net loss and comprehensive loss		-		-		-		-			(53,068	)		(140	)		(15,171	)		(68,379	)

Balance, June 30, 2022		287,190,913	$	28,719	$	17,007,531	$	-		$	(17,427,439	)	$	(541	)	$	50,298		$	(341,432	)
Ending balance, value		287,190,913	$	28,719	$	17,007,531	$	-		$	(17,427,439	)	$	(541	)	$	50,298		$	(341,432	)

See accompanying notes to the consolidated financial statements.

Page F-4

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

	June 30 2023			June 30 2022
	For the			For the
	Six Months ended			Six Months ended
	June 30, 2023			June 30, 2022
Cash Flows from operating activities:
Net loss	$	(1,165,072	)	$	(100,881	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		26,511			14,333
Amortized right of use assets		58,878			-
Interest on lease		45,719			-
Stock based compensation		164,236			-
Write down of inventory		-			26,950
Changes in current assets and liabilities
Prepaid expenses		(223,278	)		830
Accounts receivable		(44,005	)		(1,292	)
Other receivables		(34,630	)		-
Inventory					3,472
Accounts payable and accrued expenses		284,204			(9,550	)
Interest payable		-			5,841
Payroll liabilities		53,807			-
Deferred revenue		81,903			-
Note payable		67,975			-
Amount due to related parties		362,763			3,955
Net cash provided by (used in) operating activities		(320,989	)		(56,342	)

Cash Flows from investing activities:
Office + furniture equipment		(104,667	)		-
Filtration equipment		(24,887	)		-
Intangible assets		(32,936	)		-
Net cash used in investing activities		(162,490	)		-

Cash Flows from financing activities:
Shares subscribed		1,252,100			-
Lease payment		(86,205	)
Proceeds (repayment) of note payable		(56,722	)		25,000
Net cash provided by financing activities		1,109,173			-

Effect of foreign exchange on cash		(13,549	)		(273	)

Net (decrease) increase in cash		612,145			(31,615	)
Cash at beginning of period		9,363			62,929
Cash at end of period	$	621,508		$	31,314

Supplemental Disclosures
Cash paid for:
Interest	$	-		$	-

During the quarter ended June 30, 2023, operating leases with a discounted value of $1,850,195 were recorded as Right Of Use Assets and Lease liabilities.

See accompanying notes to the consolidated financial statements.

Page F-5

SUSTAINABLE PROJECTS GROUP INC.

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

1. Organization and Nature of Operations

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

On February 14, 2023, the Company entered into a Securities Exchange Agreement (the “Agreement”) with Lithium Harvest ApS (“Lithium Harvest”), and all the shareholders of Lithium Harvest (the “Shareholders”). Pursuant to the Agreement, the Company acquired all outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 shares of the Company’s common stock (the “Exchange Transaction”). In addition, the lender of a convertible note payable exercised its conversion feature and received 71,797,703 shares of common stock in exchange for its debt and interest. The Exchange Transaction represented a change of control and was accounted for as a share reorganization with Lithium Harvest being the accounting acquirer and Sustainable Projects Group Inc. being the accounting acquiree. As a result of the transaction, the number of shares of the Company’s common stock outstanding was increased to 287,190,813, and Lithium Harvest became a wholly owned subsidiary of Sustainable Projects Group Inc. Because the transaction was recognized as a share reorganization, it was recognized retroactively as if it occurred on January 31, 2021. All amounts subsequent to that date include the accounts of both Sustainable Projects Group Inc. and Lithium Harvest.

The Company’s year-end is December 31.

2. Going Concern

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

The Company has accumulated a deficit of $18,540,820 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company had $621,508 in cash as of June 30, 2023. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 months. The Company may seek additional equity as necessary, and it expects to raise funds through private or public equity investment in order to support the existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Page F-6

3. Summary of accounting policies

Basis of presentation

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

Reorganization

Although the Company was the legal acquirer of Lithium Harvest and the accounting acquiree, it was not a business at the time of the Exchange Transaction and, according to FASB ASC 805-10-15-4, the Exchange Transaction could not be accounted for as a reverse transaction and no goodwill could be recognized. Differences between the fair value of the investment and the identifiable net assets purchased are recorded as a charge to equity.

Consolidation

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

Operating Leases – Right of Use Assets

In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”). The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset (“ROU asset”) and a lease liability on the balance sheet for all leases with terms longer than 12 months. For leases with an initial term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the term of the lease. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. Similarly, lessors will be required to classify leases as sales-type, finance or operating, with classification affecting the pattern of income recognition. Classification for both lessees and lessors will be based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted.

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

Lithium Harvest has one office lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the office lease agreement. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. This operating lease is classified as a right-to-use asset under the new standard (ASU 2016-02). The office lease commenced April 1, 2023.

Lithium Harvest has one software lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease has one renewal period of one year at the end of the term. The lease is amortized straight line over the entire term of the software lease. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. This operating lease was classified as a right-to-use asset under the new standard (ASU 2016-02). The software lease commenced May 1, 2023.

Lithium Harvest has one equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the equipment lease. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. This operating lease is classified as a right-to-use asset under the new standard (ASU 2016-02). The equipment lease commenced June 1, 2023.

Lithium Harvest has one service equipment lease. The lease conveys no ownership at the end of the lease term and contains no purchase option nor any guarantee of residual value. The lease does not contain renewal periods at the end of the term. The lease is amortized straight line over the entire term of the software lease. The Company uses an annual interest rate of 10%, or a rate of 2.50% per quarter. This operating lease was classified as a right-to-use asset under the new standard (ASU 2016-02). The service equipment lease commenced May 10, 2023.

Stock Based Compensation

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

Significant Accounting Policies

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

Page F-7

Use of estimates

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

Segment Reporting

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

Schedule of Segment Reporting

	For the Six		For the Year
	Months Ended		Ended
	June 30, 2023		December 31, 2022

Sales and miscellaneous income
Sustainable Projects Group	$	-	$	-
YER Brands		-		-
Lithium Harvest		91,391		-
Total Sales	$	91,391	$	-

Total Assets at End of Period
Sustainable Projects Group	$	25,989	$	13,435
YER Brands		211,910		226,336
Lithium Harvest		2,885,102		42,269
Total Assets	$	3,123,001	$	282,040

Revenue Recognition

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

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

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

Page F-8

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

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

Recently issued accounting pronouncements

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

4. Other Receivables

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

5. Inventory

Schedule of Inventory

	June 30 2023		Dec 31 2022

YER Brands (Materials)	$	3,939	$	3,939
Total	$	3,939	$	3,939

6. Office Furniture and Equipment

	June 30 2023			Dec 31 2022

Cost – YER Brands	$	5,000		$	9,789
Cost – Sustainable Projects Group Inc.		4,089			-
Cost – Lithium Harvest		104,747			-
Property plant and equipment gross		104,747			-
Accumulated depreciation		(20,616	)		(9,164	)
Total	$	93,220		$	625

7. Asset Purchase and Goodwill

On May 8, 2020, the Sustainable Projects Group Inc. entered into a Letter of Intent with Sawyer & Samantha Sparks to purchase all marketing rights, production know-how and limited existing inventory and equipment (the “Assets”) of Soy-yer Dough. Soy-yer Dough is a gluten free modelling clay. As part of the agreement, Sustainable Projects Group Inc. issued 105,264 shares of common stock to Sawyer & Samantha Sparks for meeting certain milestones, with each share valued at $2.85,resulting in an aggregate value of $300,002.

Goodwill was recorded on the Soy-yer Dough purchase as the amount of the investment in excess of the value of the identifiable net assets purchased. The amount is not amortized but rather is tested for impairment at least annually. The identifiable assets and goodwill were calculated as follows:


Purchase Price	$	300,002
Allocated to:
License		135,000
Equipment		5,000
Inventory		3,250
Identifiable net assets		143,250

Allocated to Goodwill	$	156,752

8. Reorganization

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

Because the transaction was recognized as a share reorganization, it was retroactively applied as if it occurred on January 31, 2021. All amounts subsequent to that date include the accounts of both Sustainable Projects Group Inc. and Lithium Harvest.

Page F-9

9. Intangible Assets

The intellectual property and trademarks acquired on the Soy-yer Dough purchase (See Note 7, Asset purchase and goodwill) were identified as intangible assets with finite useful lives and are amortized on a straight-line basis over their useful lives of five years. Amortization commences when the assets are available for use. Intellectual property consist of production process, know-how, product recipe, marketing, and branding.

The Lithium Harvest Danish patent will be amortized on a straight-line basis over its useful life of 115 months.

Summary of Intangible Assets

			June 30, 2023				December 31, 2022
	Cost		Depreciation		Net		Net
Intellectual property – 60 mths	$	135,000	$	84,375	$	50,625	$	64,125
Branding, Visual Identity – 36 mths		7,181		133		7,048		-
Trademark, patents -		13,421		412		13,009		10,653
Website – 36 mths		22,987		426		22,561		-
	$	178,589	$	85,346	$	93,243	$	145,653

Amortization over the next three years for the above will be as follows:


2023	$	19,077
2024	$	38,155
2025	$	16,252
Total	$	73,484

10. Right of Use Assets (“ROU”) and Lease Liability

The Company has four (4) operating leases ranging from 36 months to 94 months that it capitalized as ROU assets. The discounted interest rate used was 10%. As at June 30, 2023, the ROU assets are the following:

		Amount		Accum Amort		Remaining Balance
Office lease	94 mths	$	1,822,312	$	58,165	$	1,764,147
Software lease	36 mths		17,658		981		16,677
Service lease	60 mths		5,506		183		5,323
Equipment lease	60 mths		4,719		79		4,640
		$	1,850,195	$	59,408	$	1,790,787

The remaining lease liabilities at June 30, 2023 were $1,810,121. The current portion of the lease liability was $173,235 and the non-current portion of the lease liabilities was $1,636,886. Lease payments required are as follows:

Schedule of Operating Lease Liability

Year
2023	$	173,942
2024		347,885
2025		347,885
2026		344,863
2027		340,956
2028		339,288
2029		338,301
2030		338,301
2031		28,192
Total		2,599,611
Amount representing interest		(789,490	)
Lease obligation, net		1,810,121
Less current portion		(173,235	)
Non-current portion lease obligation	$	1,636,886

11. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of June 30, 2023 and December 31, 2022 are summarized as follows:

	June 30, 2023		Dec 31, 2022

Accounts payable	$	554,447	$	164,906
Accrued liabilities		8,750		114,982
Total	$	563,197	$	279,888

Related-party transactions as of June 30, 2023 and December 31, 2022 are summarized as follows

Schedule of Related Party Transaction

	June 30, 2023		Dec 31, 2022

Accounts payable	$	450,997	$	287,911
Accrued liabilities		185,094		-
Total	$	636,091	$	287,911

Page F-10

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

On March 1, 2019, the Company entered into an unsecured loan agreement for $50,000 with an interest rate of 3.5% per annum. The loan was originally due on or before April 15, 2022. On March 28, 2022, the term of the loan agreement was extended to April 15, 2024. At March 31, 2023, there was $7,144 in accrued interest under the loan.

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

On July 23, 2021, the Company borrowed $100,000 pursuant to a two-year unsecured convertible promissory note, bearing an interest at 10% per annum. The loan could be renewed at the option of the lender and was secured by a security agreement with collateral consisting of the Company’s present and future assets. The outstanding principal and unpaid accrued interest would automatically convert into shares of the Company’s common stock on or before the maturity date upon the closing of a “Qualified Transaction” in an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. In the event that a Qualified Transaction was not consummated on or prior to the maturity date, the lender had the right to convert the principal and unpaid accrued interest of the note into shares of the Company’s common stock in an amount equal to 25% of the fully diluted capitalization of the Company. A Qualified Transaction is defined as the reverse merger of the Company with a target company. On June 22, 2022, the Company received an additional loan advance of $25,000. On February 14, 2023, the lender exercised the convertible feature of the debt, and the outstanding principal and accrued interest under the loan was converted into 71,797,703 shares of common stock valued at a total amount of $3,589,885. This transaction was retroactively recorded as if it occurred on January 31, 2021.

During the quarter ended March 31, 2023, Lithium Harvest entered into two notes payable with a company controlled by the CEO of the Company, with one note in the principal amount of $17,173 (DKK 118,000) and the other in the principal amount of $2,183 (DKK 15,000), and each with a 3% interest rate per annum that is due on or before May 1, 2023. These loans have been repaid. (See Note 14)

On March 29, 2023, the Company entered into a $10,000 note payable with a 15% interest rate per annum. The loan is due on or before December 31, 2023.

On April 28, 2023, a company controlled by a director and the Chief Technology Officer of the Company loaned the Company $14,506 (DKK 99,000). The loan has a 3% interest rate that was due on or before June 30, 2023. As at June 30, 2023, the loan remains outstanding and the accrued interest was $76.

13. Common Stock

The following stock transactions occurred with respect to the Company’s common stock during the six months ended June 30, 2023, but were recorded retroactively as if they occurred on January 31 2021:

	a)	On February 14, 2023, 206,667,233 shares of common stock valued at $10,333,362 were issued to the shareholders of Lithium Harvest pursuant to the Agreement with Lithium Harvest with respect to the Exchange Transaction.

	b)	On February 14, 2023, 71,979,703 shares of common stock valued at $3,589,885 were issued to a lender pursuant to a convertible loan settlement in connection with the Exchange Transaction.

During the year ended December 31, 2022, the Company issued 640,000 shares of common stock in a debt settlement transaction, settling a convertible note payable with a principal balance of $20,000 and accrued interest of $1,098.

Page F-11

14. Related-Party Transactions

Stefan Muehlbauer resigned as a director of the Company on February 14, 2023 and is currently the Chief Financial Officer (“CFO”) of the Company. During the six months ended June 30, 2023, the Company incurred management fees to the CFO totaling an aggregate of $59,625. At June 30, 2023, $110,465 was owing to the CFO for management fees, consisting of current and past due amounts, and $1,180 for reimbursement of out of pocket expenses. The Company entered into an Employment Agreement the CFO on February 14, 2023. His annual salary is $125,000, payable on a monthly basis with other benefits. The employment agreement is for a period of one year and at such time the CFO will be eligible to receive a one-time, lump sum bonus of $25,000, subject to other conditions and terms. This Employment Agreement was filed as Exhibit 10.3 to the Company’s Current Report on a Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

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

At June 30, 2023, the Company owed a company controlled by Stefan Muehlbauer and Tiffany Muehlbauer the amount of $20,647 for office expenses.

On February 14, 2023, Sune Mathiesen became a director and Chief Executive Officer (“CEO”) of the Company. During the six months ended June 30, 2023, Lithium Harvest incurred management fees payable to the CEO totaling an aggregate of $119,808 (DKK 825,000). At June 30, 2023, $91,945 (DKK 627,500) was owing to the CEO for salaries and $2,459 (DKK 16,779) for reimbursement of out of pocket expenses. At June 30, 2023, an aggregate of $23 (DKK 155) was owed to the CEO for accrued interest under a loan made by the CEO to the Company. The loan had a 3% interest rate that was due on or before May 1, 2023. The loan has been repaid. (See Note 12) Lithium Harvest entered into an Employment Agreement with Mr. Mathiesen on February 14, 2023. His annual salary is approximately $300,000 (DKK 2,200,000), payable on a monthly basis with other benefits. The employment agreement is non-terminable until December 31, 2025. Subject to other conditions and terms, the CEO may be eligible to receive an annual bonus of up to 150% of his current annual salary. This Employment Agreement was filed as Exhibit 10.2 to the Company’s Current Report on a Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

At June 30, 2023, a company controlled by the director and CEO was owed $286,176 (DKK 1,953,067) for management fees and out of pocket expenses, current and past due. An aggregate of $17,217 (DKK 118,300) was also owed to a company controlled by the director and CEO for a notes payable and accrued interest. The loan has a 3% interest rate that is due on or before May 1, 2023. The loan has been repaid. (See Note 12)

On February 14, 2023, Paw Juul became the Chief Technology Officer (“CTO”) of the Company. During the six months ended June 30, 2023, Lithium Harvest incurred management fees from the CTO totaling an aggregate of $119,808 (DKK 825,000). At June 30, 2023, $91,945 (DKK 627,500) was owing to the CTO for salaries. Lithium Harvest entered into an Employment Agreement with Mr. Juul on February 14, 2023. His annual salary is approximately $300,000 (DKK 2,200,000), payable on a monthly basis with other benefits. The employment agreement is non-terminable until December 31, 2025. Subject to other conditions and terms, the CTO may be eligible to receive annual bonus up to 150% of the current annual salary. This Employment Agreement was filed as Exhibit 10.5 to the Company’s Current Report on a Form 8-K filed with the Securities and Exchange Commission on February 15, 2023.

On April 28, 2023, a Company controlled by a director and CTO, Paw Juul, of the Company loaned the Company $14,506 (DKK 99,000). The loan has a 3% interest rate that was due on or before June 30, 2023. As of June 30, 2023, the loan remains outstanding and the accrued interest was $76.

15. Stock Based Compensation

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

Restricted stock awards are subject to vesting and spread over time at the discretion of the Committee administering the Incentive Plan. Upon the vesting of shares of restricted stock and the Company’s determination that any necessary conditions precedent to the release of vested shares have been satisfied, such vested shares will then be made available to the participants. Except as otherwise provided in the Incentive Plan or award agreement, the participants with a restricted stock award shall have all the rights of a stockholder, including the right to vote the shares of restricted stock. The RSU awards granted on May 10, 2023 provide that the recipients do not have rights of a stockholder prior to vesting. The fair value of the Company’s common stock on the grant date was $0.072 per share. At June 30, 2023, the stock based compensation expense was $164,236. The table below sets forth the vesting schedule with respect to the RSUs granted on May 10, 2023.

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

16. Subsequent Events

The Company issued a total of 5,506,000 restricted shares of common stock to residents of Denmark in an unregistered private placement that closed on August 18, 2023. The shares were issued in two tranches. The 1,5000,000 shares issued in the first tranche were sold at a price of $0.25 per share, for total gross proceeds of $375,000. The 4,006,000 shares issued in the second tranche were sold at a price of $0.35 per share, for total gross proceeds of $1,402,100.

Page F-12

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

Cautionary Language Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “report” or this “Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in this report. Important factors that may cause actual results to differ from projections include, but are not limited to:

	●	changes in economic and business conditions;

	●	our limited operating history in the lithium industry;

	●	availability of raw materials;

	●	increases in the cost of raw materials and energy;

	●	the pace of adoption and cost of developing electric transportation and storage technologies dependent upon lithium batteries;

	●	estimates of and volatility in lithium prices or demand for lithium;

	●	changes in our market in general;

	●	the occurrence of regulatory actions, proceedings, claims or litigation;

	●	changes in laws and government regulations impacting our operations;

	●	the effects of climate change, including any regulatory changes to which we might be subject;

	●	hazards associated with chemicals manufacturing;

	●	changes in accounting standards;

	●	our ability to access capital and the financial markets;

	●	volatility and uncertainties in the debt and equity markets;

	●	the development of an active trading market for our common stock;

	●	the occurrence of cyber-security breaches, terrorist attacks, industrial accidents or natural disasters;

	●	technology or intellectual property infringement, including through cyber-security breaches, and other innovation risks;

	●	recruiting, training and developing employees;

	●	our failure to successfully execute our growth strategy, including any delays in our future growth;

	●	decisions we may make in the future;

	●	uncertainties as to the duration and impact of the COVID-19 pandemic; and

	●	other specific risks that may be referred to in this report.

Page 2

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

Information regarding market and industry statistics contained in this Form 10-Q is included based on information available to us that we believe is accurate. It is generally based on publications that are not produced for purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We have no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements, except as required by federal securities laws.

Overview

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

We plan to establish our first lithium carbonate manufacturing facility in 2023, which we anticipate will be capable of manufacturing up to 1,000 metric tons of lithium carbonate equivalent (“LCE”), and we plan to begin manufacturing battery-grade lithium compounds at such facility in the first half of 2024. No assurance can be given that we will be able to establish such facility or begin manufacturing within this timeframe or at all.

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

Prior to the Exchange Transaction, SPGX was a business development company engaged in project development and holdings through value-based investments and collaborative partnerships, including a joint venture relationship with Hero Wellness Systems Inc. (“Hero Wellness”) and a purchase agreement with the inventors of the Soy-yer Dough product line. During September 2022, SPGX decided to exit the joint venture with Hero Wellness, and following the Exchange Transaction, SPGX has not made concrete plans on expansion of the Soy-yer Dough project.

On June 22, 2023, SPGX signed of a nonbinding letter of intent (the “LOI”) with a leading midstream water management company to form a joint venture company through which the parties intended to establish manufacturing facilities with respect to lithium carbonate and water for beneficial reuse. After further discussions and negotiations, the parties decided not to pursue the formation of the contemplated joint venture company and the LOI expired pursuant to its terms.

Page 3

Our Market

The market for battery grade lithium compounds is global, and we plan to sell our products worldwide. Based on estimates by Benchmark Minerals, lithium demand is forecasted to rise from 350,000 tons in 2020 to 2.5 million tons in 2030 and over 7 million tons in 2040, with a positive long-term price trend estimate of $15,000 per ton for battery-grade Lithium Carbonate and Lithium Hydroxide from 2025 to 2040. We believe that the continued electrification of transportation and transition to renewable energy sources will support continued significant growth in demand for lithium compounds over the next decade.

Raw Materials

Lithium

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

We plan to enter into long-term supply agreements with oil and gas companies and service providers for the supply of produced water. The Company expects to enter into one or more long-term supply agreements for the supply of produced water before the end of the third quarter of 2023, although no assurance can be given that this will occur during such quarter or at all.

Water

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

Energy

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

Other raw materials

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

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

Competition

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

Page 4

Intellectual Property

Our success depends in part upon our ability to protect and use our DLE technology and the intellectual property rights related to our DLE technology. On December 15, 2022 we received an “Intention to Grant” notification from the Danish Patent and Trademark Office. The Company´s Danish patent has been granted. Further, we have a pending application for a U.S. patent. The patents will expire in 2042.

Customers

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

Sales and Marketing

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

Manufacturing

We intend to manufacture the lithium compounds we extract at our own facilities. We intend to begin construction of our first commercial manufacturing facility in 2023, although no assurance can be given that construction will begin during 2023 or at all.

Research and Development

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

Seasonality

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

Government Controls and Regulations

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

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

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

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

Human Capital Management

We had ten full-time employees as of June 30, 2023. None of our employees are represented by a labor organization or are a party to a collective bargaining arrangement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Available Information

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

In addition, we voluntarily send an annual report to our stockholders. This annual report includes audited financial statements and other information about the Company’s performance, operations, and strategies. Stockholders can elect to receive this annual report in electronic form by visiting our Investor Relations website at www.spgroupe.com or by contacting our Investor Relations department at info@spgroupe.com. Information contained on our website is not a part of this Form 10-Q and the inclusion of our website address is an inactive textual reference only.

Page 5

SUSTAINABLE PROJECTS GROUP INC.

CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	For the						For the
	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Revenues		-			-			-			-
Gross revenues	$	-		$	1,595		$	-		$	1,595
Cost of goods sold		-			(3,472	)		-			(3,472	)
Gross margin					(1,877	)					(1,877	)

Operating and administrative expenses
General and administrative expenses		1,170			7,779			29,347			13,897
Depreciation		19,127			7,166			26,511			14,333
Amortized right of use assets		58,878			-			58,878			-
Advertising and promotion		1,041			-			1,041			-
Interest on lease		45,719			-			45,719			-
Office Maintenance & Utilities		47,829			-			47,829			-
Consulting fees		61,221			-			61,221			-
Management fees		191,887			13,384			393,478			22,384
Professional fees		55,623			8,000			138,931			15,600
Rent		2,194			-			51,801			-
Stock based compensation		164,236			-			164,236			-
Travel expenses		10,319			-			17,337			-
Wages and salaries		146,237			-			199,713			-
Vehicle expense		18,878			-			18,878			-
Loss on inventory write down					26,950						26,950
Total operating and administrative expenses		824,359			63,279			(1,254,920	)		93,164

Operating loss before other items		(824,359	)		(65,156	)		(1,254,920	)		(95,041	)
Miscellaneous income		69,817						91,391
Interest expense		(1,263	)		(2,943	)		(1,543	)		(5,840	)
Net Loss		(755,805	)		(68,099	)		(1,165,072	)		(100,881	)
Translation gain (loss)		(6,745	)		(140	)		(13,459	)		(276	)
Net loss and comprehensive loss		(762,550	)		(68,239	)		(1,178,531	)		(101,157	)
Net loss attributed to non-controlling interest		-			(15,171	)		-			(16,681	)

Net loss and comprehensive loss, attributed to shareholders	$	(762,550	)	$	(53,068	)	$	(1,178,531	)	$	(84,476	)

In addition, management anticipates incurring the following expenses during the next 12-month period:

	●	Management anticipates spending approximately $250,000 in ongoing general and administrative expenses per month for the next 12 months, for a total anticipated expenditure of $3,000,000 over the next 12 months. The general and administrative expenses for the year will consist primarily of employee and rental expenses, professional fees for the audit and legal work relating to SPGX’s regulatory filings throughout the year, as well as transfer agent fees, development costs and general office expenses.

	●	In addition to the general and administrative expenses described above, management anticipates spending approximately $200,000 per year in complying with SPGX’s obligations as a reporting company under the Exchange Act. These expenses will consist primarily of professional fees relating to the preparation of the Company’s financial statements and completing and filing its annual report, quarterly reports, and current report filings with the SEC.

Page 6

As of June 30, 2023, the Company had cash of $621,508 and total liabilities of $3,227,677. During the 12-month period following the date of this report, management anticipates that the Company will not generate sufficient revenues to continue the development of current projects and projects in the pipeline. Accordingly, the Company will be required to obtain additional financing in order to continue its plan of operations. Management believes that debt financing will not be available for the Company to fund its plan of operations as it does not have tangible assets to secure any debt financing. Management anticipates that additional funding will be in the form of equity financing from the sale of the Company’s common stock. However, the Company does not have any financing arranged and cannot provide investors with any assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its plan of operations. In the absence of such financing, the Company will not be able to develop its products and its business plan will fail. Even if the Company is successful in obtaining equity financing and developing its various business ventures, additional development of its website and marketing program will be required. If the Company does not continue to obtain additional financing, it will be forced to abandon its business and plan of operations.

Liquidity and Capital Resources

As of June 30, 2023, the Company had a cash balance of $621,508 and a working capital deficit of $626,848, compared to a cash balance of $9,363 and a working capital deficit of $517,914 as of December 31, 2022 and a cash balance of $60,701 and a working capital deficit of as $973,152 as of March 31, 2023.

Liquidity

The notes to the Company’s financial statements as of December 31, 2022 included in the Annual Report, disclose the Company’s uncertain ability to continue as a going concern. The Company has accumulated a deficit of $18,540,820 since inception and has yet to achieve profitable operations and further losses are anticipated in the development of our business. The Company’s ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 months. However, there is no assurance that such funds will be available on acceptable terms, or at all.

Capital Resources

Cash flow from operating activities was $320,989 for the six-month period ended June 30, 2023. The Company will need to raise additional cash in order to fund ongoing operations over the next 12 months. The Company may seek additional equity as necessary, and it expects to raise funds through private or public equity investments, in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Net Cash Flows Provided By (Used in) Operating Activities.

Net cash flows used by operating activities during the six-month period ended June 30, 2023 was $320,989, as compared to a net cash flows used by operating activities of $56,342 for the same time period for the prior year fiscal period, with the increase in cash used in operating activities primarily due to a ramp up in operating activities and associated increased costs for salaries, rent and other operating expenses.

Net Cash Flows used in Investing Activities.

The Company’s net cash flow used in investing activities during the six months ended June 30, 2023 was $162,490, as compared to a net cash flow used by investing activities of $0 for the same time period for the prior year fiscal period, with the increase in cash used primarily due to investments in office equipment and filtration equipment.

Net Cash Flows from Financing Activities.

The Company’s net cash flow from financing activities during the six months ended June 30, 2023 was $1,109,173, as compared to $0 in the same period for the prior year fiscal period, with the increase primarily due to issuance of company shares.

Results of Operations

Quarter Ended June 30, 2023 Compared to the Quarter Ended Juned 30, 2022

Net Loss. During the three months ended June 30, 2023, the Company had a net loss of $762,550. The loss was generally attributable to increased professional fees, employee expenses and other operating expenses such as administrative fees, management fees, wages, rent and stock based compensation, compared to the same period for the prior fiscal period, when the Company had a net loss of $53,068.

Revenue. During the three months ended June 30, 2023, the Company had revenues of $0 compared to $1,595 from the same period in the prior year. The low level of revenues is largely attributable to the fact that the Company is still working to develop its first lithium production plant, which is anticipated to be operational in 2024, although no assurance can be given that this will occur during 2024 or at all.

Operating Expenses. The Company’s operating expenses during the three months ended June 30, 2023 were $824,359 as compared to $63,279 for the same time period of the prior fiscal year. The increase in operating expenses can be attributed to management and professional fees, stock based compensation, as well as rental expenses for our offices in Denmark and expansion of our workforce.

Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

Net Loss. During the six months ended June 30, 2023, the Company had a net loss of $1,178,531. The loss was generally attributable to professional fees, employee expenses and other operating expenses such as administrative fees, management fees, financing fees and depreciation, compared to the same period for the prior fiscal period, when the Company had a net loss of $84,476.

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Revenue. During the six months ended June 30, 2023, the Company had revenues of $0 compared to $1,595 from the same period in the prior year. The low level of revenues is largely attributable to the fact that the Company is still working to develop its first lithium production plant, which is anticipated to be operational in 2024, although no assurance can be given that this will occur during 2024 or at all.

Operating Expenses. The Company’s operating expenses during the six months ended June 30, 2023 were $1,254,920 as compared to $93,164 for the same time period of the prior fiscal year. The increase in operating expenses can be attributed to management and professional fees, as well as rental expenses for our offices in Denmark and expansion of our workforce.

Going Concern

We have limited operations and have sustained operating losses resulting in a deficit. In view of these matters, realization values may be substantially different from carrying values as shown. We have accumulated a deficit of $18,540,820 since inception and have yet to achieve profitable operations and further losses are anticipated in the development of our business. Our ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We had $621,508 in cash and cash equivalents as of June 30, 2023. Cash used by operations was $320,989 for the six months ended June, 2023. We will need to raise additional cash in order to fund ongoing operations over the next 12 months. We expect to finance our operations through public or private equity, debt or other available financing transactions. However, there is no assurance that such additional funds will be available for us on acceptable terms, if at all.

Future Financings

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

Inflation

Management anticipates increased inflation in all areas of operations. High rates of inflation could impact the Company’s development costs for its first production plant expected to be operational in 2024.

Off-balance Sheet Arrangements

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Significant Accounting Estimates

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

Page 8

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

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

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

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

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

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

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2023.

Based on that evaluation, management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC’s rules and forms.

Changes in Internal Controls over Financial Reporting

Except as discussed below, there were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the quarter ended June 30, 2023, the Company and its management worked to implement the following changes in the Company internal controls over financial reporting:

●

The Company appointed an independent director; and

●

The size of the Company’s Board of Directors increased from one to three directors as of May 11, 2023.

Limitations on the Effectiveness of Controls and Procedures

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

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Part II – Other Information

Item 1. Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the best of management’s knowledge, none of the Company’s property or assets are the subject of any material pending legal proceedings.

Item 1A. Risk Factors.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item. See Part I, Item 1A. “Risk Factors” of the Annual Report for risk factors identified at the end of the last fiscal year.

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

On May 10, 2023, the Company’s Board of Directors adopted the Sustainable Projects Group Inc. 2023 Equity Incentive Plan (the “Incentive Plan”), subject to stockholder approval. The Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. All of the Company’s employees, officers and directors, as well as consultants and advisors, are eligible to receive awards under the Incentive Plan.

On May 11, 2023, the Company issued an aggregate of 14,930,555 restricted stock units (the “RSUs”) as awards under the Incentive Plan to certain officers and directors of the Company. The RSUs will vest in increments of one-third in May of each of 2024, 2025 and 2026, subject to earlier vesting and forfeiture on terms and conditions set forth in the applicable award agreement. The vesting of the RSUs is further subject to approval of the Incentive Plan by the Company’s stockholders. Upon vesting, the Company will issue one share of common stock for each vested RSU, provided that, under certain circumstances, the Company may pay cash in an amount equal to the fair market value of the shares otherwise issuable in settlement of the vested RSUs, net of any required tax withholdings. The issuance of the RSUs under the Incentive Plan was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.

The Company issued a total of 5,506,000 restricted shares of common stock to residents of Denmark in an unregistered private placement that closed on August 18, 2023 (the “August Private Placement”). The shares were issued in two tranches. The 1,5000,000 shares issued in the first tranche were sold at a price of $0.25 per share, for total gross proceeds of $375,000. The 4,006,000 shares issued in the second tranche were sold at a price of $0.35 per share, for total gross proceeds of $1,402,100. The issuance of the shares of common stock in the August Private Placement was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Regulation S under the Securities Act as an offer and sale made outside the United States that involved no directed selling efforts in or into the United States.

Item 3. Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of the Company. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4. Mining Safety Disclosures.

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

Item 5. Other Information.

The information in Part II, Item 2 of this report regarding the issuance of RSUs under the Incentive Plan and the issuance of shares of common stock in the August Private Placement is incorporated by reference into this Part II, Item 5.

The descriptions of Incentive Plan and the RSU awards do not purport to be complete and are qualified in their entirety by reference to the full text of the Incentive Plan, which is attached to this report as Exhibit 10.1 and incorporated into this Part II, Item 5 by reference, and to full text of the Form of Restricted Stock Unit Award Agreement, which is attached to this report as Exhibit 10.2 and incorporated into this Part II, Item 25 by reference.

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Item 6. Exhibits

Index to and Description of Exhibits

Exhibit	Description	Filed or furnished with this Form 10-Q
2.1	Securities Exchange Agreement among the Company, Lithium Harvest ApS and, for certain limited purposes, its shareholders, dated as of February 14, 2023 (incorporated herein by reference to Exhibit 2.1 to Current Report on Form 8-K filed February 14, 2023).

3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1/A Amendment #1 filed on December 17, 2010).

3.2	By-Laws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on September 13, 2010).

3.3	Certificate of Amendment (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 filed on September 13, 2010).

3.4	Certificate of Amendment (incorporated by reference to Exhibit to 3.4 to Current Report on Form 8-K filed on December 19, 2016).

3.5	Certificate of Amendment (incorporated by reference to Exhibit 3.5 to Current Report on Form 8-K filed on October 26, 2017).

*10.1	Sustainable Projects Group Inc. 2023 Equity Incentive Plan.	X

*10.2	Form of Restricted Stock Unit Award Agreement.	X

31.1	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.	X

31.2	Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.	X

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.	X

32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.	X

101	Financial statements from the quarterly report on Form 10-Q of SPGX for the period ended June 30, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Unaudited Interim Balance Sheets, (ii) the Condensed Consolidated Unaudited Interim Statements of Operations; (iii) the Condensed Consolidated Unaudited Interim Statements of Stockholders’ Equity and Comprehensive Income, and (iv) the Condensed Consolidated Unaudited Interim Statements of Cash Flows	X

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.	X

* Management contract or compensatory plan or arrangement

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Signatures

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

	Sustainable projects Group Inc.

Date: August 22, 2023	By:	*/s/ Sune Mathiesen*
	Name:	Sune Mathiesen
	Title:	President & Chief Executive Officer
		(Principal Executive Officer)

Date: August 22, 2023	By:	*/s/ Stefan Muehlbauer*
	Name:	Stefan Muehlbauer
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Page 13

Exhibit 10.1

SUSTAINABLE PROJECTS GROUP INC.

2023 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

1.	Purpose.	1
2.	Definitions.	1
3.	Administration of the Plan.	5
4.	Shares Available Under the Plan.	6
5.	Eligibility.	7
6.	General Terms of Awards.	7
7.	Stock Option Awards.	9
8.	Stock Appreciation Right Awards.	10
9.	Restricted Stock Awards.	10
10.	Stock Unit Awards.	11
11.	Other Stock-Based Awards.	11
12.	Changes in Capitalization, Change in Control.	11
13.	Plan Participation and Service Provider Status.	13
14.	Tax Withholding.	13
15.	Effective Date, Duration, Amendment and Termination of the Plan.	13
16.	Performance-Based Award.	14
17.	Other Provisions.	14

1. Purpose. The purpose of the Sustainable Projects Group Inc. 2023 Equity Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.

2. Definitions. In this Plan, the following definitions will apply.

(a) “Affiliate” means any entity that is a Subsidiary or Parent of the Company.

(b) “Agreement” means the written or electronic agreement, notice or other document containing the terms and conditions applicable to each Award granted under the Plan, including all amendments thereto. An Agreement is subject to the terms and conditions of the Plan.

(c) “Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units or an Other Stock-Based Award.

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” means what the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate, or in the absence of any such then-effective agreement or definition, a Participant’s (i) embezzlement or misappropriation of Company funds or property, (ii) failure to comply with any applicable confidentiality, noncompetition or data security agreement or obligation, (iii) failure to comply with any applicable Company handbook or policy; (iv) ongoing material failure to perform satisfactorily the duties reasonably required of the Participant by the Company (other than by reason of Disability); (iv) material violation of any law, rule, regulation, court order or regulatory directive (other than traffic violations, misdemeanors or other minor offenses); (iv) material breach of the Company’s business conduct or ethics code or of any fiduciary duty or similar obligation owed to the Company or any Affiliate; (vii) engaging in any act or practice that involves personal dishonesty on the part of the Participant or demonstrates a willful and continuing disregard for the best interests of the Company and its Affiliates; or (viii) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to the Company or any of its Affiliates, their business or any of their customers, employees or vendors. “Cause” shall be determined in the sole discretion of the Company.

(f) “Change in Control” means one of the following:

(1) An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding Voting Securities, except that the following will not constitute a Change in Control:

(A) any acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company;

(B) any formation of a Group consisting solely of beneficial owners of the Company’s Voting Securities as of the effective date of this Plan, if such Group would own securities of the Company representing more than 50% of the combined voting power of the Company’s outstanding Voting Securities as of the effective date of this Plan;

(C) any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of more than 50% of the Company’s Voting Securities.

If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of more than 50% of the combined voting power of the Company’s Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred.

(2) Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board.

(3) A (i) sale or other disposition of all or substantially all of the assets of the Company, or (ii) merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving entity, is consummated, unless, immediately following such transaction, the voting power of the Company’s outstanding Voting Securities immediately prior to such transaction (the “pre-transaction voting power”) continues to represent 50% or more of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity resulting from such transaction (including beneficial ownership through any Parent of such entity), and the pre-transaction voting power is held by beneficial owners in substantially the same proportions as held immediately prior to such transaction.

Notwithstanding the foregoing, if an Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(f) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A.

(g) “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.

(h) “Committee” means two or more Non-Employee Directors designated by the Board to administer the Plan under Section 3, each member of which shall be (i) an independent director within the meaning of applicable stock exchange rules and regulations and (ii) a non-employee director within the meaning of Exchange Act Rule 16b-3. The Committee shall be the Compensation Committee of the Board unless otherwise specified by the Board.

(i) “Company” means Sustainable Projects Group Inc., a Nevada corporation, and any successor thereto.

(j) “Continuing Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the then Continuing Directors, but excluding, for purposes of this clause (ii), an individual whose initial assumption of office occurs as the result of an actual or threatened proxy contest involving the solicitation of proxies or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid or settle an actual or threatened proxy contest.

(k) “Continuous Service” means that the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or an Affiliate notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under applicable laws. A Service Provider’s Continuous Service shall be deemed to have terminated upon a Separation from Service from the Company and its Affiliates. Except as otherwise provided in this Plan or any Agreement, Service shall not be deemed terminated in the case of (i) any approved leave of absence of up to three (3) months; (ii) transfers among the Company and any Affiliates in any Service Provider capacity; or (iii) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity. Notwithstanding the foregoing, except as otherwise determined by the Committee, in the event of any sale or spin-off of an Affiliate, service as a Service Provider for such Affiliate following such spin-off shall be deemed to be Continuous Service for purposes of the Plan and any Award under the Plan.

(l) “Disability” means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its Affiliates that covers the Participant or (B) if there is no such long-term disability plan or policy, “total and permanent disability” within the meaning of Code Section 22(e)(3).

(m) “Employee” means an employee of the Company or an Affiliate.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.

(o) “Exchange Act Person” means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial ownership of the Company’s Voting Securities.

(p) “Exchange Program” means a program under which (i) outstanding Options or SARs are surrendered or cancelled in exchange for Options or SARs of the same type (which may have lower or higher exercise prices and different terms), Awards of a different type and/or cash, or (ii) the exercise price of an outstanding Option or SAR is reduced.

(q) “Fair Market Value” means the fair market value of a Share determined as follows:

(1) If the Shares are readily tradable on an established securities market (as determined under Section 409A), then Fair Market Value will be the closing sales price for a Share on the principal securities market on which it trades on the date for which it is being determined, or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

(2) If the Shares are not then readily tradable on an established securities market (as determined under Section 409A), then Fair Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies the requirements of Section 409A.

(r) “Full Value Award” means an Award other than an Option Award or Stock Appreciation Right Award.

(s) “Global Service Provider” means a Service Provider who is located outside of the United States, who is not compensated from a payroll maintained in the United States, or who is otherwise subject to (or could cause the Company to be subject to) legal, tax or regulatory requirements of countries outside of the United States.

(t) “Good Reason” means what the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate, or in the absence of such then-effective agreement or definition, means the existence of one or more of the following conditions without the Participant’s written consent, so long as the Participant provided written notice to the Company of the existence of the condition not later than 90 days after the initial existence of the condition, the condition has not been remedied by the Company within 30 days after its receipt of such notice, and the Participant terminates the Participant’s employment within 180 days of the initial existence of the condition: (i) any material, adverse change in the Participant’s duties, responsibilities, or authority; (ii) a material reduction in the Participant’s base salary or bonus opportunity that is not part of a general reduction applicable to employees in the same classification or grade as the Participant; or (iii) a geographical relocation of the Participant’s principal office location by more than 50 miles, provided that (A) if the Participant’s principal place of Services is the Participant’s personal residence, this clause (iii) shall not apply and (B) neither the Participant’s relocation to remote work or back to the office from remote work will be considered a relocation of such employee’s principal location of Services for purposes of this definition.

(u) “Grant Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be specified by the Committee on the date the Committee approves the Award.

(v) “Group” means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities of the Company.

(w) “Non-Employee Director” means a member of the Board who is not an Employee.

(x) “Option” means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock Option” or “ISO” means any Option designated as such and granted in accordance with the requirements of Code Section 422. A “Non-Qualified Stock Option” or “NQSO” means an Option other than an Incentive Stock Option.

(y) “Other Stock-Based Award” means an Award described in Section 11 of this Plan.

(z) “Parent” means a “parent corporation,” as defined in Code Section 424(e).

(aa) “Participant” means a Service Provider to whom a then-outstanding Award has been granted under the Plan.

(bb) “Performance-Based Award” means an Award that is conditioned on the achievement of specified performance goals.

(cc) “Plan” means this Sustainable Projects Group Inc. 2023 Equity Incentive Plan, as amended and in effect from time to time.

(dd) “Restricted Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement.

(ee) “Retirement” means any termination of a Participant’s Continuous Service, other than for Cause, occurring at or after age 65 with at least 5 years of Continuous Service, or at or after age 60 with 10 years or more of Continuous Service to the Company and its Affiliates.

(ff) “Section 409A” means Section 409A of the Code, and the regulations and guidance promulgated thereunder.

(gg) “Separation from Service” means a “separation from service” as such term is defined for purposes of Code Section 409A.

(hh) “Service” means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity.

(ii) “Service Provider” means an Employee, a Non-Employee Director, or any natural person who is a consultant or advisor, or is employed by a consultant or advisor retained by the Company or any Affiliate, and who provides Services (other than in connection with (i) a capital-raising transaction or (ii) promoting or maintaining a market in Company securities) to the Company or any Affiliate.

(jj) “Share” means a share of Stock.

(kk) “Stock” means the common stock, $0.0001 par value per Share, of the Company.

(ll) “Stock Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee, an amount equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise date.

(mm) “Stock Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share, subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement.

(nn) “Subsidiary” means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.

(oo) “Substitute Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The terms and conditions of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution for which it has been granted.

(pp) “Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in the election of directors of such entity.

3. Administration of the Plan.

(a) Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 3.

(b) Scope of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions as it deems necessary or advisable to administer the Plan, including:

(1) determining the Service Providers to whom Awards will be granted, the timing of each such Award, the type of and the number of Shares or amount of cash covered by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner in which Awards are paid or settled;

(2) cancelling or suspending an Award, accelerating the vesting or extending the exercise period of an Award, or otherwise amending the terms and conditions of any outstanding Award, subject to the requirements of Sections 15(d) and 15(e);

(3) adopting sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting the Plan and any Award or Agreement, reconciling any inconsistency, correcting any defect or supplying an omission or reconciling any inconsistency in the Plan or any Agreement, and making all other determinations necessary or desirable for the administration of the Plan;

(4) granting Substitute Awards under the Plan;

(5) taking such actions as are provided in Section 3(c) with respect to Awards to Global Service Providers;

(6) requiring or permitting the deferral of the settlement of an Award, and establishing the terms and conditions of any such deferral; and

(7) instituting an Exchange Program, the terms and conditions of which shall be determined by the Committee in its sole discretion.

Notwithstanding the foregoing, the Board shall perform the duties and have the responsibilities of the Committee with respect to Awards made to Non-Employee Directors.

(c) Awards to Global Service Providers. The Committee may grant Awards to Global Service Providers, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to comply with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of the Plan. In connection therewith, the Committee may establish such subplans or annexes to Award Agreements and modify exercise procedures and other Plan rules and procedures to the extent such actions are deemed necessary or desirable, and may take any other action that it deems advisable to obtain local regulatory approvals or to comply with any necessary local governmental regulatory exemptions.

(d) Acts of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee, and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously approved in writing by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid and effective even if one or more members of the Committee at the time of such action are later determined not to have satisfied all of the criteria for membership in clauses (i) and (ii) of Section 2(h). To the extent not inconsistent with applicable law or stock exchange rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more of its members or, as to Awards to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors or executive officers of the Company or to a committee of the Board comprised of one or more directors of the Company. The Committee may also delegate non-discretionary administrative responsibilities in connection with the Plan to such other persons as it deems advisable.

(e) Finality of Decisions. The Committee’s interpretation of the Plan and of any Award or Agreement made under the Plan and all related decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.

(f) Indemnification. Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person by reason of the performance of the individual’s duties under the Plan. This right to indemnification is conditioned upon such person providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such person undertakes to handle and defend them on such person’s own behalf. The Company will not be required to indemnify any person for any amount paid in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person or persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise.

4. Shares Available Under the Plan.

(a) Maximum Shares Available. Subject to Section 4(b) and to adjustment as provided in Section 12(a), the number of Shares that may be the subject of Awards and issued under the Plan shall be 45,000,000. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In determining the number of Shares to be counted against this share reserve in connection with any Award, the following rules shall apply:

(1) Where the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve shall be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined that only a lesser number of shares could be received.

(2) Where two or more types of Awards are granted to a Participant in tandem with each other, such that the exercise of one type of Award with respect to a number of Shares cancels at least an equal number of Shares of the other, the number of Shares to be counted against the share reserve shall be the largest number of Shares that would be counted against the share reserve under either of the Awards.

(3) Shares subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.

(4) Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.

(b) Effect of Forfeitures and Other Actions. Any Shares subject to an Award that expires, is cancelled or forfeited, is settled for cash or otherwise does not result in the issuance of all of the Shares subject to such Award (including as a result of the settlement in Shares of the exercise of a Stock Appreciation Right) shall, to the extent of such cancellation, forfeiture, expiration, cash settlement or non-issuance, again become available for Awards under this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished as provided in Section 4(c) below. In addition, if (i) payment of the exercise price of any Award is made through the tendering (either actually or by attestation) of Shares by the Participant or by the withholding of Shares by the Company, (ii) satisfaction of any tax withholding obligations arising from any Award occurs through the tendering (either actually or by attestation) of Shares by the Participant or by the withholding of Shares by the Company, or (iii) any Shares are repurchased by the Company with proceeds received from the exercise of a stock option issued under this Plan, then the Shares so tendered, withheld or repurchased shall become available for Awards under this Plan and the share reserve under Section 4(a) shall be correspondingly replenished as provided in Section 4(c) below.

(c) Counting Shares Again Available. Each Share that again becomes available for Awards as provided in Section 4(b) shall correspondingly increase the share reserve under Section 4(a).

(d) Effect of Plans Operated by Acquired Companies. If a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall supplement the Share reserve under Section 4(a). Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.

(e) No Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be a whole number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding convention it deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.

5. Eligibility. Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees who are not Global Service Providers.

6. General Terms of Awards.

(a) Award Agreement. Each Award shall be evidenced by an Agreement setting forth the amount of the Award together with such other terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. If an Agreement calls for acceptance by the Participant, the Award evidenced by the Agreement will not become effective unless acceptance of the Agreement in a manner permitted by the Committee is received by the Company within 30 days of the date the Agreement is delivered to the Participant. An Award to a Participant may be made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each other such that the exercise of one type of Award with respect to a number of Shares reduces the number of Shares subject to the related Award by at least an equal amount.

(b) Vesting and Term. Each Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable, expire (which shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6, the applicable vesting conditions and any applicable performance period. The Committee may provide in an Agreement for such vesting conditions and timing as it may determine. Unless the Committee provides otherwise, the vesting of Awards granted hereunder will be suspended during any unpaid leave of absence.

(c) Transferability. Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee may, however, provide in an Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred pursuant to a domestic relations order or may be transferable by gift to any “family member” (as defined in General Instruction A.1(a)(5) to Form S-8 under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue to be subject to the same terms and conditions that were applicable to that Award immediately before the transfer thereof. For purposes of any provision of the Plan relating to notice to a Participant or to acceleration or termination of an Award upon the death or termination of Continuous Service of a Participant, the references to “Participant” shall mean the original grantee of an Award and not any transferee.

(d) Designation of Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries to exercise any Award or receive a payment under any Award that is exercisable or payable on or after the Participant’s death. Any such designation shall be on a form approved by the Company and shall be effective upon its receipt by the Company.

(e) Termination of Service. Unless otherwise provided in an applicable Agreement or another then-effective written agreement between a Participant and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all of its Affiliates terminates, the following provisions shall apply (in all cases subject to the scheduled expiration of an Option or SAR Award, as applicable):

(1) Upon termination of Service for Cause, or upon conduct during a post-termination exercise period that violates any applicable non-competition, non-solicitation or confidentiality agreement or policy, all unexercised Option and SAR Awards and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.

(2) Upon termination of Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately forfeited without consideration.

(3) Upon termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant thereafter dies during such three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised for a period of one year after the date of such termination.

(4) Upon termination of Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of one year after the date of such termination.

(f) Rights as Stockholder. No Participant shall have any rights as a stockholder with respect to any Shares covered by an Award unless and until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.

(g) Performance-Based Awards. Any Award may be granted as a Performance-Based Award if the Committee establishes one or more measures of corporate, business unit or individual performance which must be attained, and the performance period over which the specified performance is to be attained, as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award. In connection with any such Award, the Committee shall determine the extent to which performance measures have been attained and other applicable terms and conditions have been satisfied, and the degree to which the grant, vesting, exercisability, lapse of restrictions and/or settlement of such Award has been earned. Any Performance-Based Award shall additionally be subject to the requirements of Section 16 of this Plan. Except as provided in Section 16 with respect to Performance-Based Awards, the Committee shall also have the authority to provide, in an Agreement or otherwise, for the modification of a performance period and/or adjustments to or waivers of the achievement of performance goals.

(h) Dividends and Dividend Equivalents. Any dividends, dividend equivalents or distributions paid with respect to Shares that are subject to the unvested portion of an Award will be subject to the same restrictions as the Shares to which such dividends or distributions relate. Dividends and dividend equivalents on Performance-Based Awards will be subject to the same terms and conditions, including vesting conditions and the achievement of any applicable performance goals, as the original Award. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject to an Option or SAR Award. In its discretion, the Committee may provide in an Award Agreement for a Stock Unit Award or an Other Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding Shares, on the units or other Share equivalents subject to the Stock Unit Award or Other Stock-Based Award. The additional terms of any such dividend equivalents will be as set forth in the applicable Agreement, including whether such dividend equivalents will be credited with interest or deemed to be reinvested in additional units or Share equivalents.

(i) Deferrals of Full Value Awards. The Committee may, in its discretion, permit or require the deferral by a Participant of the issuance of Shares or payment of cash in settlement of any Full Value Award, subject to such terms, conditions, rules and procedures as it may establish or prescribe for such purpose and with the intention of complying with the applicable requirements of Section 409A. The terms, conditions, rules and procedures for any such deferral shall be set forth in writing in the relevant Agreement or in such other agreement, plan or document as the Committee may determine. The terms, conditions, rules and procedures for any such deferral shall address, to the extent relevant, matters such as: (i) the amount of compensation that may or must be deferred (or the method for calculating the amount); (ii) the permissible time(s) and form(s) of payment of deferred amounts; (iii) the terms and conditions of any deferral elections by a Participant or of any deferral required by the Company; and (iv) the crediting of interest or dividend equivalents on deferred amounts.

7. Stock Option Awards.

(a) Type and Exercise Price. The Agreement pursuant to which an Option Award is granted shall specify whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may be purchased shall be determined by the Committee and set forth in the Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Section 409A and, in the case of Incentive Stock Options, Code Section 424).

(b) Payment of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in full at the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including by payment under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon exercise of the Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in either case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased).

(c) Exercisability and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Agreement. No Option Award shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it shall be deemed to have terminated.

(d) Incentive Stock Options.

(1) An Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee who is not a Global Service Provider, and only to the extent that (i) it is so designated in the applicable Agreement and (ii) the aggregate Fair Market Value (determined as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock Option Awards held by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed $100,000 or such other amount specified by the Code. To the extent an Option Award granted to a Participant exceeds this limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be issued upon the exercise of Incentive Stock Option Awards under the Plan shall be the total number of Shares in the Plan’s share reserve as specified in the first sentence of Section 4(a), subject to adjustment as provided in Section 12(a).

(2) No Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, unless (i) the per Share exercise price for such Award is at least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after its Grant Date.

(3) For purposes of Continuous Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.

(4) If an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, or otherwise fails to qualify as an Incentive Stock Option, such Option shall thereafter be treated as a Non-Qualified Stock Option.

(e) Automatic Exercise of Non-Qualified Stock Options. The Committee may, by Plan rule adopted in accordance with Section 3(b)(3), provide that to the extent any portion of a vested and exercisable Non-Qualified Stock Option remains unexercised immediately prior to the close of business on the expiration date of the Option (either the originally scheduled expiration date or such earlier date on which the Option would otherwise expire pursuant to the Plan or the applicable Agreement in connection with a termination of Continuous Service other than due to Cause) (an “Automatic Exercise Date”), the entire vested and exercisable portion of such Option will be exercised on the Automatic Exercise Date without any further action by the Participant to whom the Option was granted (or the person or persons to whom the Option may have been transferred in accordance with Section 6(c) of the Plan and any applicable Agreement), but only if (i) the Fair Market Value of a Share on the Automatic Exercise Date is at least $0.25 greater than the per share exercise price of the Option, (ii) the aggregate Fair Market Value of all Shares subject to such Options that are held by the Participant on the Automatic Exercise Date is at least $25,000 greater than the aggregate exercise price of the Options and (iii) no Option exercise suspension permitted or required under the Plan and applicable Agreements is then in effect. The aggregate exercise price for any Option exercise under this Section 7(e) and any related withholding taxes will be paid by the Company retaining from the total number of Shares as to which the Option is being exercised a number of shares having an aggregate Fair Market Value as of the Automatic Exercise Date equal to the amount of such aggregate exercise price plus the applicable withholding taxes. The Committee shall have the authority to limit or modify the applicability of this provision to Participants who are subject to Section 3(c) of the Plan. Nothing in this Section 7(e) shall prelude the Committee from unilaterally modifying or repealing any such Plan rule at any time, and any such modification or repeal shall be applicable to all Option Awards then outstanding as well as to Option Awards granted thereafter.

8. Stock Appreciation Right Awards.

(a) Nature of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee, and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i) the Fair Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised, over (ii) the aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined by the Committee and set forth in the applicable Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Section 409A).

(b) Exercise of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement. No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable, it shall be deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or times as shall be provided in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made in the event of the exercise of a SAR Award.

9. Restricted Stock Awards.

(a) Vesting and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the grant of a Restricted Stock Award, and may correspondingly provide for Company reacquisition or repurchase rights if such additional consideration has been required and some or all of a Restricted Stock Award does not vest.

(b) Shares Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry in the name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name of the Participant. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon the vesting of Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release of vested Shares (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, such vested Shares shall be made available to the Participant in such manner as may be prescribed or permitted by the Committee. Except as otherwise provided in the Plan or an applicable Agreement, a Participant with a Restricted Stock Award shall have all the rights of a stockholder, including the right to vote the Shares of Restricted Stock.

10. Stock Unit Awards.

(a) Vesting and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting of a Stock Unit Award is conditioned on the achievement of specified performance goals, the extent to which the goals are achieved over the specified performance period shall determine the number of Stock Units that will be earned and eligible to vest, which may be greater or less than the target number of Stock Units stated in the Agreement. The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the settlement of a Stock Unit Award.

(b) Settlement of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions precedent to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash, Shares (which may themselves be considered Restricted Stock under the Plan) or a combination of cash and Shares as determined by the Committee.

11. Other Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference to and/or payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which shall be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.

12. Changes in Capitalization, Change in Control.

(a) Adjustments for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for all purposes of the Plan. No adjustment shall be made pursuant to this Section 12(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section 409A of the Code.

(b) Change in Control. The following provisions shall apply to outstanding Awards in the event of a Change in Control.

(1) Acceleration. (i) All outstanding Option and SAR Awards shall become fully vested and exercisable for such period of time prior to the effective time of the Change in Control as is deemed fair and equitable by the Committee, and shall terminate at the effective time of the Change in Control, (ii) all outstanding Full Value Awards shall fully vest immediately prior to the effective time of the Change in Control, and (iii) to the extent vesting of any Award is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 12(b)(1) if the performance goals are deemed to have been satisfied at the target level of performance and the vested portion of the Award at that level of performance is proportionate to the portion of the performance period that has elapsed as of the effective time of the Change in Control. The Committee shall provide written notice of the period of accelerated exercisability of Option and SAR Awards to all affected Participants. The exercise of any Option or SAR Award whose exercisability is accelerated as provided in this Section 12(b)(1) shall be conditioned upon the consummation of the Change in Control and shall be effective only immediately before such consummation.

(2) Payment for Awards. The Committee may provide that some or all of such outstanding Awards shall be canceled at or immediately prior to the effective time of the Change in Control in exchange for payments to the holders as provided in this Section 12(b)(2). The Committee will not be required to treat all Awards similarly for purposes of this Section 12(b)(2). The payment for any Award canceled shall be in an amount equal to the difference, if any, between (i) the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Change in Control for the number of Shares subject to the Award, and (ii) the aggregate exercise price (if any) for the Shares subject to such Award. If the amount determined pursuant to the preceding sentence is not a positive number with respect to any Award, such Award may be canceled pursuant to this Section 12(b)(2) without payment of any kind to the affected Participant. With respect to an Award whose vesting is subject to the satisfaction of specified performance goals, the number of Shares subject to such an Award for purposes of this Section 12(b)(2) shall be the number of Shares as to which the Award would have been deemed “fully vested” for purposes of Section 12(b)(1). Payment of any amount under this Section 12(b)(2) shall be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Change in Control, and may, in the Committee’s discretion, include subjecting such payments to vesting conditions comparable to those of the Award canceled, subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Change in Control, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms.

(c) Dissolution or Liquidation. Unless otherwise provided in an applicable Agreement, in the event of a proposed dissolution or liquidation of the Company, the Committee will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. An Award will terminate immediately prior to the consummation of such proposed action.

(d) Parachute Payment Limitation.

(1) Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its Affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this Plan or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code, and would, but for this Section 12(d) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law and any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing clauses (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax).

(2) Any such reduction shall be made in accordance with Section 409A of the Code and the following: (i) the Covered Payments which do not constitute deferred compensation subject to Section 409A of the Code shall be reduced first, and (ii) Covered Payments that are cash payments shall be reduced before non-cash payments, and Covered Payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date.

(3) If, notwithstanding the initial application of this Section 12(d), the Internal Revenue Service determines that any Covered Payment constitutes an “excess parachute payment” (as defined by Section 280G(b) of the Code), this Section 12(d) will be reapplied based on the Internal Revenue Service’s determination, and the Participant will be required to promptly repay the portion of the Covered Payments required to avoid imposition of the Excise Tax together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date of the Participant’s receipt of the excess payments until the date of repayment).

(4) Any determination required under this Section 12(d) shall be made in writing in good faith by the accounting firm which was the Company’s independent auditor immediately before the Change in Control (the “Accountants”), which shall provide detailed supporting calculations to the Company and the Participant as requested by the Company or the Participant. The Company and the Participant shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 12(d). The Company shall be responsible for all fees and expenses of the Accountants.

13. Plan Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any Affiliate, nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate the person’s Service at any time with or without Cause or change such person’s compensation, other benefits, job responsibilities or title.

14. Tax Withholding. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the Participant to satisfy all or any part of the required tax withholding obligations (but not to exceed the maximum individual statutory tax rate in each applicable jurisdiction) by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant pursuant to the Award, or by transferring to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.

15. Effective Date, Duration, Amendment and Termination of the Plan.

(a) Effective Date. The Plan is effective as of May 10, 2023, but no Award shall be exercised or become vested (or, in the case of a stock Award, shall be granted) unless and until the Plan has been approved by the Company’s stockholders, which shall be considered the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). If the Company’s stockholders fail to approve the Plan within 12 months of its approval by the Board, the Plan and all Awards issued under the Plan will be of no further force or effect.

(b) Duration of the Plan. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards have expired or terminated, the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the effective date of the Plan, whichever occurs first (the “Termination Date”). Awards made before the Termination Date shall continue to be outstanding in accordance with their terms and the terms of the Plan unless otherwise provided in the applicable Agreements.

(c) Amendment and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment of the Plan to its stockholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.

(d) Amendment of Awards. The Committee may unilaterally amend the terms of any Agreement evidencing an Award previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without the Participant’s consent, unless such amendment is made pursuant to Section 17(j) or is necessary to comply with applicable law or stock exchange rules or any compensation recovery policy, including any Clawback Policy, as provided in Section 17(i). The following types of amendments to the terms of an Award do not materially impair the Participant’s rights under an Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; or (iv) to clarify the manner of exemption from Section 409A.

(e) Repricing; Exchange and Buyout of Awards. Without prior stockholder approval the Committee may (a) institute an Exchange Program, under which it may reprice Options or SARs (and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing), or (b) pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.

16. Performance-Based Award.

(a) Designation of Awards. If the Committee determines that an Award is a Performance-Based Award, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement over the applicable performance period of one or more performance goals based on one or more of the performance measures specified by the Committee. The Committee will select the applicable performance measure(s) and specify the performance goal(s) based on those performance measures for any performance period, specify in terms of an objective formula or standard the method for calculating the amount payable to a Participant if the performance goal(s) are satisfied, and certify the degree to which applicable performance goals have been satisfied and any amount that vests and is payable in connection with an Award subject to this Section 16. In specifying the performance goals applicable to any performance period, the Committee may provide that one or more objectively determinable adjustments shall be made to the performance measures on which the performance goals are based, which may include adjustments that would cause such measures to be considered “non-GAAP financial measures” within the meaning of Rule 101 under Regulation G promulgated by the Securities and Exchange Commission, including adjustments for events that are unusual in nature or infrequently occurring, such as a Change in Control, acquisitions, divestitures, restructuring activities or asset write-downs, or for changes in applicable tax laws or accounting principles. The Committee may also adjust performance measures for a performance period in connection with an event described in Section 12(a) to prevent the dilution or enlargement of a Participant’s rights with respect to a Performance-Based Award. The Committee may also provide, in an Agreement or otherwise, that the achievement of specified performance goals in connection with an Award subject to this Section 16 may be waived upon the death or Disability of the Participant.

17. Other Provisions.

(a) Unfunded Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent any person has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right of an unsecured general creditor of the Company.

(b) Limits of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3(d) of the Plan) in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not taken, in good faith under the Plan.

(c) Compliance with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued and delivered unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with the provisions of applicable state and federal securities laws, and the requirements of any securities exchanges on which the Company’s Shares may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan is not registered under federal or state securities laws, Participants shall acknowledge that they are acquiring Shares under the Plan for investment purposes and not for resale, and that Shares may not be transferred except pursuant to an effective registration statement under, or an exemption from the registration requirements of, such securities laws. Any stock certificate or book-entry evidencing Shares issued under the Plan that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction. Notwithstanding any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall in all events be subject to compliance with applicable Company policies, including those relating to insider trading, pledging or hedging transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or recovery of compensation as provided in Section 17(i).

(d) Other Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity or severance pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided by such other plan, contract or arrangement, or unless the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.

(e) Governing Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Texas without regard to its conflicts-of-law principles and shall be construed accordingly.

(f) Severability. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

(g) Section 409A. It is intended that all Awards under the Plan will be exempt from, or will comply with, Section 409A, and to the maximum extent permitted the Awards the Plan will be limited, construed and interpreted in accordance with this intent. Notwithstanding anything to the contrary in the Plan or any Agreement, with respect to any Award that constitutes a deferral of compensation subject to Section 409A:

(1) If any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at such time as the Participant has experienced a Separation from Service;

(2) Each amount to be paid under an Award or this Plan shall be construed as a separate and distinct payment for purposes of Section 409A; and

(3) If any amount shall be payable with respect to any such Award as a result of a Participant’s Separation from Service at such time as the Participant is a “specified employee” within the meaning of Section 409A, then no payment shall be made, except as permitted under Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Participant’s Separation from Service or (ii) the Participant’s death. Unless the Committee has adopted a specified employee identification policy as contemplated by Section 409A, specified employees will be identified in accordance with the default provisions specified under Section 409A.

None of the Company, the Board, the Committee nor any other person involved with the administration of this Plan shall (i) in any way be responsible for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of Section 409A, (ii) have any obligation to design or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including the avoidance of any additional tax liabilities under Section 409A, or (iii) shall have any liability to any Participant for any such tax liabilities.

(h) Rule 16b-3. It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to permit the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 17(h), that provision to the extent possible shall be interpreted and deemed amended in the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict with this intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the extent permitted by law and in the manner deemed advisable by the Committee.

(i) Forfeiture, Compensation Recovery and Clawback.

(1) The Committee may specify in an Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recovery by the Company upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service for Cause; violation of any material Company or Affiliate policy; breach of noncompetition, non-solicitation or confidentiality provisions that apply to the Participant; a determination that the payment of the Award was based on an incorrect determination that financial or other criteria were met or other conduct by the Participant that is detrimental to the business or reputation of the Company or its Affiliates.

(2) Awards and any compensation associated therewith may be made subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act, the SEC’s final rules thereunder (Listing Standards for Recovery of Erroneously Awarded Compensation, 87 Fed. Reg. 73076-73142) and any listing rules or other rules and regulations implementing the foregoing, or as otherwise required by law. Any Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.

(3) Notwithstanding any other provisions in this Plan, the Company may cancel any Award, require reimbursement of any Award by a Participant, and effect any other right of recoupment of equity or other compensation provided under the Plan in accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, a Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or an Agreement, in accordance with the Clawback Policy. By accepting an Award, the Participant is agreeing to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).

(j) Company Authority to Unilaterally Amend Plan and Award Agreements. Notwithstanding any provision in this Plan to the contrary, in the event the Board is contemplating filing for protection under bankruptcy laws or the Company has filed for protection under bankruptcy laws, the Board or the Committee shall be authorized to amend this Plan to cease vesting, expiration or maturation of any Award. Such unilateral amendment to this Plan shall be deemed to amend all outstanding Awards and Agreements or those specific Awards and/or Agreements identified by the Board or the Committee.

Exhibit 10.2

SUSTAINABLE PROJECTS GROUP INC.

2023 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Agreement

Sustainable Projects Group Inc. (the “Company”), pursuant to its 2023 Equity Incentive Plan (as amended, the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

Name of Participant: [_______]
Number of Restricted Stock Units: [_______]		Grant Date: [_______]
Vesting Schedule:
Scheduled Vesting Dates [ONE YEAR AFTER GRANT DATE] [TWO YEARS AFTER GRANT DATE] [THREE YEARS AFTER GRANT DATE]	Number of Restricted Stock Units that Vest 33% 33% 34%

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding this Award of Restricted Stock Units. If you fail to sign or accept this Agreement by [DATE], this Award shall be void and of no further force or effect.

PARTICIPANT:		Sustainable projects group Inc.


		By:
[NAME]		Name:
		Title:

SUSTAINABLE PROJECTS GROUP INC.

2023 Equity Incentive Plan

Restricted Stock Unit Award Agreement

Terms and Conditions

1. Grant of Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions in this Agreement and the Plan, of the number of Restricted Stock Units specified on the cover page of this Agreement (the “Units”). Each Unit represents the right to receive one share (“Share”) of the Company’s common stock. Prior to their settlement or forfeiture in accordance with the terms of this Agreement, the Units granted to you will be recorded for book-keeping purposes only, with the Units simply representing an unfunded and unsecured contingent obligation of the Company. Notwithstanding anything to the contrary set forth in this Agreement, (i) the effectiveness of the Units is subject to approval of the Plan by the stockholders of the Company and (ii) no Units may vest prior to approval of the Plan by the stockholders of the Company. In the event the Plan is not approved by the stockholders of the Company within 12 months of its approval by the Board, all Units awarded by this Agreement shall be null and void.

2. Restrictions Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than (i) a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan, or (ii) pursuant to a domestic relations order. Following any such transfer, this Award shall continue to be subject to the same terms and conditions that were applicable to this Award immediately prior to its transfer. Any attempted transfer in violation of this Section 2 shall be void and without effect. The Units and your right to receive Shares in settlement of the Units under this Agreement shall be subject to forfeiture as provided in Section 5 until satisfaction of the vesting conditions set forth in Section 4.

3. No Stockholder Rights. The Units subject to this Award do not entitle you to any rights of a holder of the Company’s common stock. You will not have any of the rights of a stockholder of the Company in connection with the grant of Units subject to this Agreement unless and until Shares are issued to you upon settlement of the Units as provided in Section 6.

4. Vesting of Units. For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4. Notwithstanding the vesting and subsequent settlement of this Award, it shall remain subject to the provisions of Section 8 of this Agreement.

(a) Scheduled Vesting. If you provide Continuous Service from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the amounts and on the Scheduled Vesting Dates specified in the Vesting Schedule.

(b) Accelerated or Continued Vesting for Good Leaver. If your Continuous Service terminates prior to the final Scheduled Vesting Date due to your death or Disability, your involuntary termination by the Company without Cause, the expiration of a fixed term contract, or your resignation for Good Reason (together, as a “Good Leaver”), then all of the unvested Units shall vest as of such termination date.

5. Effect of Termination of Continuous Service. Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

6. Settlement of Units. Subject to Section 8 below and Section 12(b) of the Plan, after any Units vest pursuant to Section 4 of this Agreement or Section 12(b) of the Plan, the Company shall, as soon as practicable (but no later than the 15^th day of the third calendar month following the Vesting Date), cause to be issued and delivered to you (or to your personal representative or your designated beneficiary or estate in the event of your death, as applicable) one Share in payment and settlement of each vested Unit, unless otherwise provided by the Committee pursuant to Section 12(b)(2) of the Plan. Delivery of the Shares shall be effected by the issuance of a stock certificate to you, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided to you, or by the electronic delivery of the Shares to a brokerage account you designate, and shall be subject to the tax withholding provisions of Section 7 and compliance with all applicable legal requirements as provided in Section 17(c) of the Plan, and shall be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issue and transfer of Shares to you pursuant to this Agreement, and all fees and expenses incurred by it in connection therewith. If the Units that vest include a fractional Unit, the Company shall round the number of vested Units up or down to the nearest whole Unit prior to issuance of Shares as provided herein. Notwithstanding the foregoing, if the ownership or issuance of Shares to you as provided herein is not feasible due to applicable exchange controls, securities or tax laws or other provisions of applicable law, as determined by the Committee in its sole discretion, or if the Committee otherwise so determines, you (or your permitted transferee) shall receive in lieu of Shares cash in an amount equal to the Fair Market Value (as of the date vesting of the Units occurs) of the Shares otherwise issuable in settlement of the vested Units, net of any amount required to satisfy withholding tax obligations as provided in Section 7 of this Agreement.

7. Tax Consequences and Withholding. No Shares will be delivered to you in settlement of vested Units unless you have made arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the delivery of the Shares. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan. You may elect to satisfy such withholding tax obligations by having the Company withhold a number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair market value equal to the amount of such withholding tax obligations by notifying the Company of such election prior to the Vesting Date.

8. Forfeiture of Award and Compensation Recovery.

(a) Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, if you cease to be Service Provider because your Continuous Service is terminated by the Company for Cause, or if, during the term of your Continuous Service with the Company and its Affiliates and for one year after such Continuous Service ends (the “Restricted Period”), you breach any of the restrictive covenants contained in Section 8(b), then (i) you shall immediately forfeit this Award and any right to receive Shares that have not yet been issued pursuant to Section 6, and (ii) with respect to Shares that have been issued pursuant to this Award, either (A) you shall return such Shares to the Company, or (B) you shall pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective Vesting Dates of the underlying Units.

(b) Restrictive Covenants.

(1) Non-Disclosure and Return of Confidential Information. In the course of your Service, you have or will be given access to and provided with Confidential Information, defined as information proprietary to the Company and its Affiliates and not generally known (including trade secret information) about the Company’s products, services, personnel, technology, research, development, methods, processes, systems, marketing plans, business strategies and plans, merger and acquisition targets, financial and pricing information, computer programs, source codes, models and databases, analytical models, customer lists and information, and supplier and vendor lists and information. You agree not to disclose or use Confidential Information, either during or after your Service with the Company or any Affiliate, except as necessary to perform your duties or as the Company may consent in writing. You further agree to return any and all Confidential Information, whether in hard or electronic format, regardless of the location on which such information may reside, no later than three (3) business days following the termination of your Service.

(2) No Solicitation. During your term of Service with the Company and its Affiliates and during the Restricted Period, you shall not, directly or indirectly, solicit, request, advise, induce or attempt to induce any vendor, supplier, customer or other business contact of the Company or an Affiliate to cancel, curtail, cease doing business with, or otherwise adversely change its relationship with the Company or an Affiliate.

(3) No Hire. During your term of Service with the Company and its Affiliates and during the Restricted Period, you shall not, directly or indirectly, hire, engage or solicit or induce or attempt to induce to cease working for the Company or an Affiliate, any person who is then an employee of the Company or an Affiliate or, in the case of the Restricted Period, who was an employee of the Company or an Affiliate during the six (6) month period immediately preceding your termination of Service with the Company and any Affiliate.

(4) No Competition. During your Service with the Company and its Affiliates and during the Restricted Period, you shall not, directly or indirectly, on your own behalf or on behalf of any person or entity other than the Company or an Affiliate, including as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise, engage in any business that is engaged in or planning to become engaged in business competitive with the business of the Company or an Affiliate in the Restricted Territory. “Restricted Territory” means the world.

(c) Compensation Recovery Policy. In addition to those provisions in Sections 8(a) and 8(b), to the extent that this Award and any compensation associated therewith is considered “incentive-based compensation” within the meaning and subject to the requirements of Section 10D of the Exchange Act, this Award and any compensation associated therewith shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s Shares are then listed. This Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.

(d) Remedies. The parties expressly agree that the forfeiture and repayment obligations contained in this Section 8 do not constitute the Company’s exclusive remedy for your violation of Section 8. The Company may seek any additional legal or equitable remedy, including injunctive relief, for any such violation.

9. Notices. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered (including electronically) to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company, to the attention of its Chief Financial Officer at its office at 2800 Post Oak Blvd., Suite 1910, TX 77056 Houston, sm@spgroupe.com, and all notices or communications by the Company to you may be given to you personally or may be mailed or, if you are still a Service Provider, emailed to you at the address indicated in the Company’s records as your most recent mailing or email address.

10. Nature of the Award. You understand that the value that may be realized, if any, from the Award is contingent, and depends on the future market price of the Company’s common stock, among other factors. You further confirm your understanding that the Award is intended to promote employee retention and stock ownership and to align employees’ interests with those of stockholders, is subject to vesting conditions and will be cancelled if vesting conditions are not satisfied.

You also understand that (i) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of an Award is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Awards even if Awards have been granted repeatedly in the past; (iii) all decisions with respect to any future award will be at the sole discretion of the Company; (iv) your participation in the Plan is voluntary; (v) the value of this Award is an extraordinary item of compensation which is outside the scope of your employment contract with your actual employer, if any; (vi) this Award and past or future Awards are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (vii) no claim or entitlement to compensation or damages arises from termination of this Award or diminution in value of this Award, and you irrevocably release the Company and its Affiliates from any such claim that may arise.

11. Administration. You understand that the Company and its Affiliates hold certain personal information about you, including, but not limited to, information such as your name, home address, telephone number, date of birth, salary, nationality, job title, social security number, social insurance number or other such tax identity number and details of all Awards or other entitlement to shares of common stock awarded, cancelled, exercised, vested, unvested or outstanding in your favor (“Personal Data”).

You understand that in order for the Company to process your Award and maintain a record of Shares under the Plan, the Company shall collect, use, transfer and disclose Personal Data within the Company and among its Affiliates electronically or otherwise, as necessary for the implementation and administration of the Plan including, in the case of a social insurance number, for income reporting purposes as required by law. You further understand that the Company may transfer Personal Data, electronically or otherwise, to third parties, including but not limited to such third parties as outside tax, accounting, technical and legal consultants when such third parties are assisting the Company or its Affiliates in the implementation and administration of the Plan. You understand that such recipients may be located within the jurisdiction of your residence, or within the United States or elsewhere and are subject to the legal requirements in those jurisdictions. You understand that the employees of the Company, its Affiliates and third parties performing work related to the implementation and administration of the Plan shall have access to the Personal Data as is necessary to fulfill their duties related to the implementation and administration of the Plan. By accepting this Award, you consent, to the fullest extent permitted by law, to the collection, use, transfer and disclosure, electronically or otherwise, of your Personal Data by or to such entities for such purposes and you accept that this may involve the transfer of Personal Data to a country which may not have the same level of data protection law as the country in which this Agreement is executed. You confirm that if you have provided or, in the future, will provide Personal Data concerning third parties including beneficiaries, you have the consent of such third party to provide their Personal Data to the Company for the same purposes.

You understand that you may, at any time, request to review the Personal Data and require any necessary amendments to it by contacting the Company in writing. As well, you may always elect to forgo participation in the Plan or any other award program.

12. Additional Provisions.

(a) No Right to Continued Service. This Agreement does not give you a right to continued Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.

(b) Governing Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

(c) Governing Law and Venue. This Agreement, the parties’ performance hereunder, and the relationship between them shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without giving effect to the choice of law principles thereof. The parties agree that, to the extent allowed by applicable law, any action relating to or arising out of this Agreement shall take place exclusively in the State of Texas, and you consent to the jurisdiction of the federal and/or state courts in Houston, Texas. You further consent to personal jurisdiction and venue in both such courts and to service of process by United States Mail or express courier service in any such action.

(d) Severability. The provisions of this Agreement shall be severable and if any provision of this Agreement is found by any court to be unenforceable, in whole or in part, the remainder of this Agreement shall nevertheless be enforceable and binding on the parties. You also agree that any trier of fact may modify any invalid, overbroad or unenforceable provision of this Agreement so that such provision, as modified, is valid and enforceable under applicable law.

(e) Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

(f) Section 409A of the Code. The award of Units as provided in this Agreement and any issuance of Shares or payment pursuant to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral exception specified in Treas. Reg. § 1.409A-l(b)(4).

(g) Electronic Delivery and Acceptance. The Company may deliver any documents related to this Restricted Stock Unit Award by electronic means and request your acceptance of this Agreement by electronic means. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.

By signing the cover page of this Agreement or otherwise accepting this Agreement in a manner approved by the Company, you agree to all the terms and conditions described above and in the Plan document.

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sune Mathiesen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sustainable Projects Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2023

/s/ Sune Mathiesen

Sune Mathiesen

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stefan Muehlbauer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sustainable Projects Group Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 22, 2023

/s/ Stefan Muehlbauer

Stefan Muehlbauer

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Sustainable Projects Group Inc. (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sune Mathiesen, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

*/s/ Sune Mathiesen*
Sune Mathiesen
Chief Executive Officer (Principal Executive Officer)
Date: August 22, 2023

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Sustainable Projects Group Inc. (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stefan Muehlbauer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

*/s/ Stefan Muehlbauer*
Stefan Muehlbauer
Chief Financial Officer (Principal Financial Officer)
Date: August 22, 2023

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 18, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-54875
Entity Registrant Name	Sustainable Projects Group Inc.
Entity Central Index Key	0001500305
Entity Tax Identification Number	81-5445107
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2316
Entity Address, Address Line Two	Pine Ridge Road 383
Entity Address, City or Town	Naples
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34109
City Area Code	305
Local Phone Number	814-2915
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		292,696,813

Consolidated Interim Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 621,508	$ 9,363
Accounts receivables	44,005
Other receivables – Note 4	66,810	32,180
Inventory – Note 5	3,939	3,939
Prepaid expenses	227,681	4,403
TOTAL CURRENT ASSETS	963,943	49,885
Right Of Use Assets – Note 10	1,790,787
Office equipment and furniture – Note 6	93,220	625
Filtration system	25,056
Intangible assets – Note 7	93,243	74,778
Goodwill – Note 7	156,752	156,752
TOTAL ASSETS	3,123,001	282,040
CURRENT LIABILITIES:
Accounts payable and accrued liabilities – Note 11	563,197	279,888
Payroll liabilities	53,807
Deferred revenues	81,903
Lease liability, current portion – Note 10	173,235
TOTAL CURRENT LIABILITIES	1,590,791	567,799
NON-CURRENT LIABILITIES
Note payable		56,722
Lease liability obligation – long term – Note 10	1,636,886
TOTAL NON-CURRENT LIABILITIES	1,636,886	56,722
TOTAL LIABILITIES	3,227,677	624,521
STOCKHOLDERS’ DEFICIT
Common Stock – Note 13 Par Value: $0.0001 Authorized 500,000,000 shares Common Stock Issued: 287,190,813	28,719	28,719
Additional Paid in Capital	17,171,767	17,007,531
Shares subscribed	1,252,100
Accumulated Deficit	(18,540,820)	(17,375,748)
Other Accumulated Comprehensive Loss	(16,442)	(2,983)
TOTAL STOCKHOLDERS’ DEFICIT	(104,676)	(342,481)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	3,123,001	282,040
Related Party [Member]
CURRENT LIABILITIES:
Amounts due to related parties – Note 14	636,091	287,911
Notes and interest payable	67,975
Nonrelated Party [Member]
CURRENT LIABILITIES:
Notes and interest payable	$ 14,583

Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	287,190,813	287,190,813

Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues
Gross revenues		$ 1,595		$ 1,595
Cost of goods sold		(3,472)		(3,472)
Gross margin		(1,877)		(1,877)
Operating and administrative expenses
General and administrative expenses	1,170	7,779	29,347	13,897
Depreciation	19,127	7,166	26,511	14,333
Amortized right of use assets	58,878		58,878
Advertising and promotion	1,041		1,041
Interest on lease	45,719		45,719
Office Maintenance & Utilities	47,829		47,829
Consulting fees	61,221		61,221
Management fees	191,887	13,384	393,478	22,384
Professional fees	55,623	8,000	138,931	15,600
Rent	2,194		51,801
Stock based compensation (Note 15)	164,236		164,236
Travel expenses	10,319		17,337
Wages and salaries	146,237		199,713
Vehicle expense	18,878		18,878
Loss on inventory write down		26,950		26,950
Total operating and administrative expenses	824,359	63,279	1,254,920	93,164
Operating loss before other items	(824,359)	(65,156)	(1,254,920)	(95,041)
Miscellaneous income	69,817		91,391
Interest expense	(1,263)	(2,943)	(1,543)	(5,840)
Net Loss	(755,805)	(68,099)	(1,165,072)	(100,881)
Translation gain (loss)	(6,745)	(140)	(13,459)	(276)
Net loss and comprehensive loss	(762,550)	(68,239)	(1,178,531)	(101,157)
Net loss attributed to non-controlling interest		(15,171)		(16,681)
Net loss and comprehensive loss, attributed to shareholders	$ (762,550)	$ (53,068)	$ (1,178,531)	$ (84,476)
Basic loss per share	$ (0.002)	$ (0.000)	$ (0.005)	$ (0.000)
Diluted loss per share	$ (0.002)	$ (0.000)	$ (0.005)	$ (0.000)
Weighted average number of common shares outstanding , basic	287,190,813	272,831,272	217,959,199	272,569,615
Weighted average number of common shares outstanding , Diluted	287,190,813	272,831,272	217,959,199	272,569,615

Consolidated Interim Statements of Stockholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Shares To Be Issued [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total	Noncontrolling Interest [Member]
Beginning balance, value at Dec. 31, 2021	$ 28,655	$ 16,986,497	$ 21,098	$ (17,342,966)	$ (268)	$ (240,005)	$ 66,979
Beginning balance, shares at Dec. 31, 2021	286,550,813
Net loss and comprehensive loss				(31,405)	(133)	(31,405)	(1,510)
Shares issued at $0.033	$ 64	21,034	(21,098)
Shares issued at $0.033, shares	640,000
Ending balance, value at Mar. 31, 2022	$ 28,719	17,007,531		(17,374,371)	(401)	(273,053)	65,469
Ending balance, shares at Mar. 31, 2022	287,190,813
Beginning balance, value at Dec. 31, 2021	$ 28,655	16,986,497	21,098	(17,342,966)	(268)	(240,005)	66,979
Beginning balance, shares at Dec. 31, 2021	286,550,813
Ending balance, value at Dec. 31, 2022	$ 28,719	17,007,531		(17,375,748)	(2,983)	(342,481)
Ending balance, shares at Dec. 31, 2022	287,190,813
Beginning balance, value at Mar. 31, 2022	$ 28,719	17,007,531		(17,374,371)	(401)	(273,053)	65,469
Beginning balance, shares at Mar. 31, 2022	287,190,813
Net loss and comprehensive loss				(53,068)	(140)	(68,379)	(15,171)
Ending balance, value at Jun. 30, 2022	$ 28,719	17,007,531		(17,427,439)	(541)	(341,432)	$ 50,298
Ending balance, shares at Jun. 30, 2022	287,190,913
Beginning balance, value at Dec. 31, 2022	$ 28,719	17,007,531		(17,375,748)	(2,983)	(342,481)
Beginning balance, shares at Dec. 31, 2022	287,190,813
Net loss and comprehensive loss				(409,267)	(6,714)	(415,981)
Ending balance, value at Mar. 31, 2023	$ 28,719	17,007,531		(17,785,015)	(9,697)	(758,462)
Ending balance, shares at Mar. 31, 2023	287,190,813
Net loss and comprehensive loss				(755,805)	(6,745)	(762,550)
Shares subscribed at $0.35 per share			877,100			877,100
Shares subscribed at $0.25 per share			375,000			375,000
Stock based compensation		164,236				164,236
Ending balance, value at Jun. 30, 2023	$ 28,719	$ 17,007,531	$ 1,252,100	$ (18,540,820)	$ (16,442)	$ (104,676)
Ending balance, shares at Jun. 30, 2023	287,190,813

Consolidated Interim Statements of Stockholders' Deficit (Parenthetical)	Jun. 30, 2023 $ / shares
Common Stock [Member]
Shares issued price per share	$ 0.35
Common stock one [Member]
Shares issued price per share	$ 0.25

Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from operating activities:
Net loss	$ (1,165,072)	$ (100,881)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	26,511	14,333
Amortized right of use assets	58,878
Interest on lease	45,719
Stock based compensation	164,236
Write down of inventory		26,950
Changes in current assets and liabilities
Prepaid expenses	(223,278)	830
Accounts receivable	(44,005)	(1,292)
Other receivables	(34,630)
Inventory		3,472
Accounts payable and accrued expenses	284,204	(9,550)
Interest payable		5,841
Payroll liabilities	53,807
Deferred revenue	81,903
Note payable	67,975
Amount due to related parties	362,763	3,955
Net cash provided by (used in) operating activities	(320,989)	(56,342)
Cash Flows from investing activities:
Office + furniture equipment	(104,667)
Filtration equipment	(24,887)
Intangible assets	(32,936)
Net cash used in investing activities	(162,490)
Cash Flows from financing activities:
Shares subscribed	1,252,100
Lease payment	(86,205)
Proceeds (repayment) of note payable	(56,722)	25,000
Net cash provided by financing activities	1,109,173
Effect of foreign exchange on cash	(13,549)	(273)
Net (decrease) increase in cash	612,145	(31,615)
Cash at beginning of period	9,363	62,929
Cash at end of period	621,508	31,314
Cash paid for:
Interest

Consolidated Interim Statements of Cash Flows (Unaudited) (Parenthetical)	3 Months Ended
	Jun. 30, 2023 USD ($)
Statement of Cash Flows [Abstract]
Operating lease discounted	$ 1,850,195

Organization and Nature of Operations

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Operations

1. Organization and Nature of Operations

The Company’s year-end is December 31.

Going Concern

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

2. Going Concern

Summary of accounting policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of accounting policies

3. Summary of accounting policies

Basis of presentation

Reorganization

Consolidation

Operating Leases – Right of Use Assets

Stock Based Compensation

Significant Accounting Policies

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

Use of estimates

Segment Reporting

Schedule of Segment Reporting

	For the Six		For the Year
	Months Ended		Ended
	June 30, 2023		December 31, 2022

Sales and miscellaneous income
Sustainable Projects Group	$	-	$	-
YER Brands		-		-
Lithium Harvest		91,391		-
Total Sales	$	91,391	$	-

Total Assets at End of Period
Sustainable Projects Group	$	25,989	$	13,435
YER Brands		211,910		226,336
Lithium Harvest		2,885,102		42,269
Total Assets	$	3,123,001	$	282,040

Revenue Recognition

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

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

Recently issued accounting pronouncements

Other Receivables

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Other Receivables

4. Other Receivables

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

Inventory

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventory

5. Inventory

Schedule of Inventory

	June 30 2023		Dec 31 2022

YER Brands (Materials)	$	3,939	$	3,939
Total	$	3,939	$	3,939

Office Furniture and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Office Furniture and Equipment

6. Office Furniture and Equipment

	June 30 2023			Dec 31 2022

Cost – YER Brands	$	5,000		$	9,789
Cost – Sustainable Projects Group Inc.		4,089			-
Cost – Lithium Harvest		104,747			-
Property plant and equipment gross		104,747			-
Accumulated depreciation		(20,616	)		(9,164	)
Total	$	93,220		$	625

Asset Purchase and Goodwill

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Asset Purchase and Goodwill

7. Asset Purchase and Goodwill


Purchase Price	$	300,002
Allocated to:
License		135,000
Equipment		5,000
Inventory		3,250
Identifiable net assets		143,250

Allocated to Goodwill	$	156,752

Reorganization

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Reorganization

8. Reorganization

Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

9. Intangible Assets

The Lithium Harvest Danish patent will be amortized on a straight-line basis over its useful life of 115 months.

Summary of Intangible Assets

			June 30, 2023				December 31, 2022
	Cost		Depreciation		Net		Net
Intellectual property – 60 mths	$	135,000	$	84,375	$	50,625	$	64,125
Branding, Visual Identity – 36 mths		7,181		133		7,048		-
Trademark, patents -		13,421		412		13,009		10,653
Website – 36 mths		22,987		426		22,561		-
	$	178,589	$	85,346	$	93,243	$	145,653

Amortization over the next three years for the above will be as follows:


2023	$	19,077
2024	$	38,155
2025	$	16,252
Total	$	73,484

Right of Use Assets (“ROU”) and Lease Liability

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Right of Use Assets (“ROU”) and Lease Liability

10. Right of Use Assets (“ROU”) and Lease Liability

		Amount		Accum Amort		Remaining Balance
Office lease	94 mths	$	1,822,312	$	58,165	$	1,764,147
Software lease	36 mths		17,658		981		16,677
Service lease	60 mths		5,506		183		5,323
Equipment lease	60 mths		4,719		79		4,640
		$	1,850,195	$	59,408	$	1,790,787

Schedule of Operating Lease Liability

Year
2023	$	173,942
2024		347,885
2025		347,885
2026		344,863
2027		340,956
2028		339,288
2029		338,301
2030		338,301
2031		28,192
Total		2,599,611
Amount representing interest		(789,490	)
Lease obligation, net		1,810,121
Less current portion		(173,235	)
Non-current portion lease obligation	$	1,636,886

Accounts Payable and Accrued Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities

11. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of June 30, 2023 and December 31, 2022 are summarized as follows:

	June 30, 2023		Dec 31, 2022

Accounts payable	$	554,447	$	164,906
Accrued liabilities		8,750		114,982
Total	$	563,197	$	279,888

Related-party transactions as of June 30, 2023 and December 31, 2022 are summarized as follows

Schedule of Related Party Transaction

	June 30, 2023		Dec 31, 2022

Accounts payable	$	450,997	$	287,911
Accrued liabilities		185,094		-
Total	$	636,091	$	287,911

Notes Payable, Convertible Notes Payable and Obligation to Issue Shares

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Notes Payable, Convertible Notes Payable and Obligation to Issue Shares

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

On March 29, 2023, the Company entered into a $10,000 note payable with a 15% interest rate per annum. The loan is due on or before December 31, 2023.

Common Stock

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Common Stock

13. Common Stock

	a)	On February 14, 2023, 206,667,233 shares of common stock valued at $10,333,362 were issued to the shareholders of Lithium Harvest pursuant to the Agreement with Lithium Harvest with respect to the Exchange Transaction.

	b)	On February 14, 2023, 71,979,703 shares of common stock valued at $3,589,885 were issued to a lender pursuant to a convertible loan settlement in connection with the Exchange Transaction.

Related-Party Transactions

6 Months Ended

Jun. 30, 2023

Related-Party Transactions

14. Related-Party Transactions

At June 30, 2023, the Company owed a company controlled by Stefan Muehlbauer and Tiffany Muehlbauer the amount of $20,647 for office expenses.

Stock Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

15. Stock Based Compensation

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

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

16. Subsequent Events

Summary of accounting policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of presentation

Reorganization

Consolidation

Operating Leases – Right of Use Assets

Stock Based Compensation

Significant Accounting Policies

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

Use of estimates

Segment Reporting

Schedule of Segment Reporting

	For the Six		For the Year
	Months Ended		Ended
	June 30, 2023		December 31, 2022

Sales and miscellaneous income
Sustainable Projects Group	$	-	$	-
YER Brands		-		-
Lithium Harvest		91,391		-
Total Sales	$	91,391	$	-

Total Assets at End of Period
Sustainable Projects Group	$	25,989	$	13,435
YER Brands		211,910		226,336
Lithium Harvest		2,885,102		42,269
Total Assets	$	3,123,001	$	282,040

Revenue Recognition

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

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

Recently issued accounting pronouncements

Summary of accounting policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Segment Reporting

	For the Six		For the Year
	Months Ended		Ended
	June 30, 2023		December 31, 2022

Sales and miscellaneous income
Sustainable Projects Group	$	-	$	-
YER Brands		-		-
Lithium Harvest		91,391		-
Total Sales	$	91,391	$	-

Total Assets at End of Period
Sustainable Projects Group	$	25,989	$	13,435
YER Brands		211,910		226,336
Lithium Harvest		2,885,102		42,269
Total Assets	$	3,123,001	$	282,040

Inventory (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

	June 30 2023		Dec 31 2022

YER Brands (Materials)	$	3,939	$	3,939
Total	$	3,939	$	3,939

Office Furniture and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Office Furniture and Equipment

	June 30 2023			Dec 31 2022

Cost – YER Brands	$	5,000		$	9,789
Cost – Sustainable Projects Group Inc.		4,089			-
Cost – Lithium Harvest		104,747			-
Property plant and equipment gross		104,747			-
Accumulated depreciation		(20,616	)		(9,164	)
Total	$	93,220		$	625

Asset Purchase and Goodwill (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Identifiable Assets and goodwill


Purchase Price	$	300,002
Allocated to:
License		135,000
Equipment		5,000
Inventory		3,250
Identifiable net assets		143,250

Allocated to Goodwill	$	156,752

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Intangible Assets

			June 30, 2023				December 31, 2022
	Cost		Depreciation		Net		Net
Intellectual property – 60 mths	$	135,000	$	84,375	$	50,625	$	64,125
Branding, Visual Identity – 36 mths		7,181		133		7,048		-
Trademark, patents -		13,421		412		13,009		10,653
Website – 36 mths		22,987		426		22,561		-
	$	178,589	$	85,346	$	93,243	$	145,653

Schedule of Intangible Asset Amortization

Amortization over the next three years for the above will be as follows:


2023	$	19,077
2024	$	38,155
2025	$	16,252
Total	$	73,484

Right of Use Assets (“ROU”) and Lease Liability (Tables)

6 Months Ended

Jun. 30, 2023

Leases [Abstract]

Schedule of Right of Use Assets and Lease Liability

		Amount		Accum Amort		Remaining Balance
Office lease	94 mths	$	1,822,312	$	58,165	$	1,764,147
Software lease	36 mths		17,658		981		16,677
Service lease	60 mths		5,506		183		5,323
Equipment lease	60 mths		4,719		79		4,640
		$	1,850,195	$	59,408	$	1,790,787

Schedule of Operating Lease Liability

Year
2023	$	173,942
2024		347,885
2025		347,885
2026		344,863
2027		340,956
2028		339,288
2029		338,301
2030		338,301
2031		28,192
Total		2,599,611
Amount representing interest		(789,490	)
Lease obligation, net		1,810,121
Less current portion		(173,235	)
Non-current portion lease obligation	$	1,636,886

Accounts Payable and Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of June 30, 2023 and December 31, 2022 are summarized as follows:

	June 30, 2023		Dec 31, 2022

Accounts payable	$	554,447	$	164,906
Accrued liabilities		8,750		114,982
Total	$	563,197	$	279,888

Schedule of Related Party Transaction

Related-party transactions as of June 30, 2023 and December 31, 2022 are summarized as follows

Schedule of Related Party Transaction

	June 30, 2023		Dec 31, 2022

Accounts payable	$	450,997	$	287,911
Accrued liabilities		185,094		-
Total	$	636,091	$	287,911

Stock Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Restricted Stock Award Activity

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

Organization and Nature of Operations (Details Narrative) - shares	May 10, 2023	Feb. 14, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued on exchange transaction	45,000,000
Securities Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued on exchange transaction		206,667,233
Increase in outstanding, shares		287,190,813
Securities Agreement [Member] \| Common Stock [Member] \| Convertible Notes Payable [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued on exchange transaction		71,797,703

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 18,540,820	$ 17,375,748
Cash on hand	$ 621,508

Schedule of Segment Reporting (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
Schedule of Segment Reporting (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Total Sales	$ 69,817	$ 91,391
Total Assets	3,123,001	3,123,001	282,040
Sustainable Projects Group [Member]
Total Sales
Total Assets	25,989	25,989	13,435
YER Brands [Member]
Total Sales
Total Assets	211,910	211,910	226,336
Lithium Harvest [Member]
Total Sales		91,391
Total Assets	$ 2,885,102	$ 2,885,102	$ 42,269

Summary of accounting policies (Details Narrative)	Jun. 30, 2023
Property, Plant and Equipment [Line Items]
Lessee operating lease discount rate	10.00%
Office lease [Member]
Property, Plant and Equipment [Line Items]
Operating lease interest rate	10.00%
Lessee operating lease discount rate	2.50%
Software Lease [Member]
Property, Plant and Equipment [Line Items]
Operating lease interest rate	10.00%
Lessee operating lease discount rate	2.50%
Equipment Lease [Member]
Property, Plant and Equipment [Line Items]
Operating lease interest rate	10.00%
Lessee operating lease discount rate	2.50%
Service Equipment Lease [Member]
Property, Plant and Equipment [Line Items]
Operating lease interest rate	10.00%
Lessee operating lease discount rate	2.50%

Other Receivables (Details Narrative)	3 Months Ended
Other Receivables (Details Narrative)	Jun. 30, 2023
Receivables [Abstract]
Value added tax rate	25.00%

Schedule of Inventory (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
YER Brands (Materials)	$ 3,939	$ 3,939
Total	$ 3,939	$ 3,939

Schedule of Office Furniture and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total	$ 93,220	$ 625
YER Brands [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	5,000	9,789
SPG [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	4,089
Lithium Harvest [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment gross	104,747
Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Accumulated depreciation	(20,616)	(9,164)
Total	$ 93,220	$ 625

Schedule of Identifiable Assets and goodwill (Details) - Sawyer And Samantha Sparks [Member]	May 08, 2020 USD ($)
Business Acquisition [Line Items]
Purchase Price	$ 300,002
License	135,000
Equipment	5,000
Inventory	3,250
Identifiable net assets	143,250
Allocated to Goodwill	$ 156,752

Asset Purchase and Goodwill (Details Narrative) - USD ($)	May 10, 2023	May 08, 2020
Business Acquisition [Line Items]
Shares issued	45,000,000
Sawyer And Samantha Sparks [Member]
Business Acquisition [Line Items]
Shares issued		105,264
Stock per share		$ 2.85
Shares issued, value		$ 300,002

Reorganization (Details Narrative) - USD ($)	May 10, 2023	Feb. 14, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued on exchange transaction	45,000,000
Securities Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued on exchange transaction		206,667,233
Increase in outstanding, shares		287,190,813
Purchase value		$ 10,333,362
Securities Agreement [Member] \| Common Stock [Member] \| Convertible Notes Payable [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued on exchange transaction		71,797,703

Summary of Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Cost	$ 178,589
Depreciation	85,346
Net	93,243	$ 145,653
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	135,000
Depreciation	84,375
Net	50,625	64,125
Branding Visual Identity [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	7,181
Depreciation	133
Net	7,048
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	13,421
Depreciation	412
Net	13,009	10,653
Website [Member]
Finite-Lived Intangible Assets [Line Items]
Cost	22,987
Depreciation	426
Net	$ 22,561

Schedule of Intangible Asset Amortization (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Total	$ 93,243	$ 145,653
Intellectual Property Trademark And Patents [Member]
Finite-Lived Intangible Assets [Line Items]
2023	19,077
2024	38,155
2025	16,252
Total	$ 73,484

Schedule of Right of Use Assets and Lease Liability (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Right of use asset and lease liabilities	$ 1,850,195
Accumulated Amortization	59,408
Operating lease right of use asset	$ 1,790,787
Office lease [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease remaining lease term	94 months
Right of use asset and lease liabilities	$ 1,822,312
Accumulated Amortization	58,165
Operating lease right of use asset	$ 1,764,147
Software Lease [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease remaining lease term	36 months
Right of use asset and lease liabilities	$ 17,658
Accumulated Amortization	981
Operating lease right of use asset	$ 16,677
Service lease [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease remaining lease term	60 months
Right of use asset and lease liabilities	$ 5,506
Accumulated Amortization	183
Operating lease right of use asset	$ 5,323
Equipment Lease [Member]
Lessee, Lease, Description [Line Items]
Lessee operating lease remaining lease term	60 months
Right of use asset and lease liabilities	$ 4,719
Accumulated Amortization	79
Operating lease right of use asset	$ 4,640

Schedule of Operating Lease Liability (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023	$ 173,942
2024	347,885
2025	347,885
2026	344,863
2027	340,956
2028	339,288
2029	338,301
2030	338,301
2031	28,192
Total	2,599,611
Amount representing interest	(789,490)
Lease obligation, net	1,810,121
Less current portion	(173,235)
Non-current portion lease obligation	$ 1,636,886

Right of Use Assets (“ROU”) and Lease Liability (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Lessee Operating lease discount rate	10.00%
Operating lease liability	$ 1,810,121
Operating lease liability current	173,235
Operating lease liability non current	$ 1,636,886
Minimum [Member]
Lessee operating lease remaining lease term	36 months
Maximum [Member]
Lessee operating lease remaining lease term	94 months

Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	$ 554,447	$ 164,906
Accrued liabilities	8,750	114,982
Total	$ 563,197	$ 279,888

Schedule of Related Party Transaction (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	$ 554,447	$ 164,906
Accrued liabilities	8,750	114,982
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable	450,997	287,911
Accrued liabilities	185,094
Total	$ 636,091	$ 287,911

Notes Payable, Convertible Notes Payable and Obligation to Issue Shares (Details Narrative)										3 Months Ended				6 Months Ended
	May 10, 2023 shares	Apr. 28, 2023 USD ($)	Apr. 28, 2023 DKK (kr)	Mar. 29, 2023 USD ($)	Feb. 14, 2023 USD ($) shares	Jul. 23, 2021 USD ($)	May 10, 2021 USD ($) $ / shares shares	Jul. 12, 2019 USD ($) $ / shares	Mar. 01, 2019 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Mar. 31, 2023 DKK (kr)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 22, 2022 USD ($)	Mar. 31, 2022 $ / shares
Debt Instrument [Line Items]
Interest rate percenatge				15.00%
Stock issued \| shares	45,000,000
Management fee										$ 191,887			$ 13,384	$ 393,478	$ 22,384
Promissory note				$ 10,000
Common Stock [Member]
Debt Instrument [Line Items]
Shares issued price per share \| $ / shares										$ 0.35				$ 0.35			$ 0.033
Convertible feature shares \| shares					71,797,703
Convertible feature value					$ 3,589,885
Convertible Promissory Note Payable [Member]
Debt Instrument [Line Items]
Interest rate percenatge						10.00%
Additional loan advance						$ 100,000										$ 25,000
Debt instrument term						2 years
Debt conversion description						The outstanding principal and unpaid accrued interest would automatically convert into shares of the Company’s common stock on or before the maturity date upon the closing of a “Qualified Transaction” in an amount equal to 25% of the fully diluted capitalization of the Company on a post-money basis. In the event that a Qualified Transaction was not consummated on or prior to the maturity date, the lender had the right to convert the principal and unpaid accrued interest of the note into shares of the Company’s common stock in an amount equal to 25% of the fully diluted capitalization of the Company
Chief Executive Officer [Member]
Debt Instrument [Line Items]
Interest rate percenatge										3.00%				3.00%
Management fee											$ 2,183	kr 15,000
Director And Office [Member]
Debt Instrument [Line Items]
Interest rate percenatge		3.00%	3.00%								3.00%	3.00%
Management fee		$ 14,506	kr 99,000								$ 17,173	kr 118,000
Accrued interest										$ 76				$ 76
Loan Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, face amount									$ 50,000
Interest rate percenatge									3.50%
Debt instrument maturity date									Apr. 15, 2022
Accrued interest and fees										$ 7,144				$ 7,144
Convertible Loan Agreement [Member]
Debt Instrument [Line Items]
Shares issued price per share \| $ / shares								$ 1.45
Convertible Loan Agreement [Member] \| Chief Executive Officer [Member]
Debt Instrument [Line Items]
Debt instrument, face amount								$ 20,000
Interest rate percenatge								3.00%
Debt instrument maturity date								Jul. 12, 2022
Debt Settlement Arrangement [Member]
Debt Instrument [Line Items]
Debt instrument, face amount							$ 20,000
Accrued interest and fees							$ 1,098
Stock issued \| shares							640,000
Share per price \| $ / shares							$ 0.033

Common Stock (Details Narrative) - USD ($)			3 Months Ended	12 Months Ended
Common Stock (Details Narrative) - USD ($)	May 10, 2023	Feb. 14, 2023	Mar. 31, 2022	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued on exchange transaction	45,000,000
Convertible Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Convertible Notes Payable, Current				$ 20,000
Interest Payable				$ 1,098
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock to convertible loan, shares		71,797,703
Issuance of common stock to convertible loan		$ 3,589,885
Stock Issued During Period, Shares, Conversion of Convertible Securities			640,000
Common Stock [Member] \| Convertible Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities				640,000
Common Stock [Member] \| Convertible Loan Settlement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock to convertible loan, shares		71,979,703
Issuance of common stock to convertible loan		$ 3,589,885
Lithium Harvest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued on exchange transaction		206,667,233
Issuance of common stock		$ 10,333,362

Related-Party Transactions (Details Narrative)					3 Months Ended				6 Months Ended
Related-Party Transactions (Details Narrative)	Apr. 28, 2023 USD ($)	Apr. 28, 2023 DKK (kr)	Feb. 14, 2023 USD ($)	Feb. 14, 2023 DKK (kr)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2023 DKK (kr)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 DKK (kr)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 DKK (kr)	Mar. 29, 2023	Dec. 31, 2022 USD ($)
Related Party Transaction [Line Items]
Management fee					$ 191,887			$ 13,384	$ 393,478		$ 22,384
Annual salary					146,237				199,713
Interest rate percenatge													15.00%
Related Party [Member]
Related Party Transaction [Line Items]
Notes payable and accrued interest					67,975				67,975
Stefan Muehlbauer And Tiffany Muehlbauer [Member]
Related Party Transaction [Line Items]
Office Expenses					20,647				20,647
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Management fee									59,625
Pocket expenses									1,180
Annual salary									125,000
Lump sum bonus									25,000
Chief Financial Officer [Member] \| Related Party [Member]
Related Party Transaction [Line Items]
Office Expenses					110,465				110,465
Chief Technology Officer [Member]
Related Party Transaction [Line Items]
Management fee			$ 25,500
Salaries			12,766
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Management fee						$ 2,183	kr 15,000
Pocket expenses									2,459	kr 16,779
Annual salary			300,000	kr 2,200,000
Salaries					91,945				91,945			kr 627,500
Management fees			119,808
Management fees \| kr				825,000
Notes payable and accrued interest					$ 23				$ 23			kr 155
Interest rate percenatge					3.00%				3.00%			3.00%
Annual bonus percentage									150.00%	150.00%
Director And Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Management fee									$ 286,176	kr 1,953,067
Notes payable and accrued interest					$ 17,217				$ 17,217			kr 118,300
Interest rate percenatge					3.00%				3.00%			3.00%
Paw Juul Chief Technology Officer [Member]
Related Party Transaction [Line Items]
Annual salary			300,000	2,200,000
Salaries					$ 91,945				$ 91,945			kr 627,500
Management fees			$ 119,808
Management fees \| kr				kr 825,000
Annual bonus percentage			150.00%	150.00%
Director And Office [Member]
Related Party Transaction [Line Items]
Management fee	$ 14,506	kr 99,000				$ 17,173	kr 118,000
Interest rate percenatge	3.00%	3.00%				3.00%	3.00%
Accrued interest					$ 76				$ 76

Summary of Restricted Stock Award Activity (Details)	Jun. 30, 2023 shares
Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	4,976,852
Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	4,976,852
Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	4,976,851
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	6,111,111
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	2,037,037
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	2,037,037
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	2,037,037
Chief Technology Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	5,625,000
Chief Technology Officer [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	1,875,000
Chief Technology Officer [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	1,875,000
Chief Technology Officer [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	1,875,000
Chief Financial Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	1,736,111
Chief Financial Officer [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	578,704
Chief Financial Officer [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	578,704
Chief Financial Officer [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	578,703
Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	1,458,333
Director [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	486,111
Director [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	486,111
Director [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total	486,111

Stock Based Compensation (Details Narrative) - USD ($)		6 Months Ended
Stock Based Compensation (Details Narrative) - USD ($)	May 10, 2023	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Shares issued on exchange transaction	45,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period	10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value	$ 0.072
Share-Based Payment Arrangement, Expense		$ 164,236

Subsequent Events (Details Narrative) - Subsequent Event [Member]	Aug. 18, 2023 USD ($) $ / shares shares
Subsequent Event [Line Items]
Number of restricted common stock, shares	5,506,000
Share-Based Payment Arrangement, Tranche One [Member]
Subsequent Event [Line Items]
Number of restricted common stock, shares	15,000,000
Share issued price per share \| $ / shares	$ 0.25
Number of restricted common stock \| $	$ 375,000
Share-Based Payment Arrangement, Tranche Two [Member]
Subsequent Event [Line Items]
Number of restricted common stock, shares	4,006,000
Share issued price per share \| $ / shares	$ 0.35
Number of restricted common stock \| $	$ 1,402,100

Sustainable Projects (PK) (USOTC:SPGX)
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