Item 1.01 Entry into a Material Definitive Agreement.

On February 14, 2023, we entered into a Securities Exchange Agreement (the "Agreement") with Lithium Harvest, and all of the shareholders of Lithium Harvest (the "Shareholders").

The Agreement is further described below and has been attached as an exhibit to this report to provide investors and securityholders with information regarding its terms. Our description of the Agreement is qualified in its entirety by reference to the actual terms thereof, and it is not intended to provide any other factual information about the Company or Lithium Harvest or to modify or supplement any factual disclosures about the Company in its public reports filed with the Securities and Exchange Commission (the "SEC").

The Agreement includes representations, warranties, and covenants that are customary for such kind of agreement and are made solely for the purpose of the Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Agreement. Investors and securityholders should not rely on the representations, warranties, and covenants in the Agreement or any description thereof as characterizations of the actual state of facts or conditions of the Company, Lithium Harvest or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Agreement, rather than establishing matters of fact.





Securities Exchange Agreement

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 the Company's common stock (the "Exchange Transaction"). The Exchange Transaction closed on February 14, 2023 (the "Closing").

As a result of the Exchange Transaction, Lithium Harvest is now a wholly-owned subsidiary of the Company. Outstanding shares of the Company's common stock will remain outstanding and unaffected as a result of the Exchange Transaction. The Company's common stock will continue to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), immediately following the Exchange Transaction.

Based on 287,190,813 currently outstanding shares of the Company's common stock, following the issuance to the Shareholders of the shares of the Company's common stock, the Shareholders hold approximately 72% of the outstanding voting power and capital stock of the Company and existing holders of the Company's common stock hold approximately 3%. Kestrel Flight Fund LLC, which held a convertible loan issued by the Company prior to the Exchange Transaction, holds approximately 25% of the outstanding voting power and capital stock of the Company (See "The Company's Related Party Transactions").





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Governance and Management

As of the Closing, the Board now consists of two members, Sune Mathiesen, who immediately prior to the Closing was a director of Lithium Harvest, and Stefan Muehlbauer. Paw Juul, the Company's Chief Technology Officer, also was appointed a director of the Company, effective 10 days following the mailing of an information statement that satisfies the requirements of Rule 14F-1 under the Exchange Act to the Company's stockholders. Sune Mathiesen also was appointed the Chairman of the Board.

As of the Closing, the Company's President and Chief Executive Officer is Sune Mathiesen, who immediately prior to the Closing was the President and Chief Executive Officer of Lithium Harvest; the Company's Chief Technology Officer is Paw Juul, who immediately prior to the Closing was the Chief Technology Officer of Lithium Harvest; and the Company's Chief Financial Officer is Stefan Muehlbauer, who immediately prior to the Closing was the Company's President, Chief Executive Officer, Chief Financial Officer, Chief Compliance Officer, . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.






The Exchange Transaction

Item 1.01 of this report describes the Exchange Transaction (see "Securities Exchange Agreement"), which is incorporated by reference herein.

Election of Board of Directors; Appointment of Officers

Item 1.01 of this report describes changes to the Company's Board and executive officers in connection with the Exchange Transaction (see "Governance and Management") and certain compensatory arrangements (see "Employment Agreements"), which are incorporated by reference herein.





Description of Business



Overview

We are 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.





Our Technology and Products

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

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





Our Growth Strategy

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

? Build and expand manufacturing capacities. We plan to establish our first

lithium carbonate manufacturing facility in 2023, which we anticipate will be

capable of manufacturing up to 1,000 metric tons of LCE, and we plan to begin

manufacturing battery-grade lithium compounds at such facility in the first

half of 2024. We plan to continue to invest in manufacturing capacity and aim

to have a total manufacturing capacity in excess of 6,000 metric tons of LCE by


   the end of 2026.

? Enter new geographic areas and expand North American operations. We believe

that U.S. and international governments will increasingly support the local and

sustainable production of critical minerals, including lithium compounds, for

the green energy transition. Our first lithium carbonate manufacturing facility

is planned to be established in Texas, and we intend to continue to expand our

operations in North America in the near term, and eventually expand to Europe.






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? Continued investment in research and development and the expansion of our

product portfolio. We believe that the continued evolution of battery

technologies will require new forms of lithium to be produced. To ensure that

we are well-positioned to develop new products to keep pace with the evolving

battery technology industry, we plan to continue to focus and invest in

research and development. Further, we plan to utilize our proprietary . . .

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this report is incorporated by reference herein.

The shares of our common stock issued to former holders of Lithium Harvest common stock in connection with the Exchange Transaction were exempt from registration under Section 4(2) of the Securities Act as a sale by an issuer not involving a public offering or under Regulation D promulgated pursuant to the Securities Act. None of the common stock was registered under the Securities Act or the securities laws of any state. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information contained in Item 1.01 (see "Entry into a Material Definitive Agreement") and Item 2.01 (see "Completion of Acquisition or Disposition of Assets") of this report is incorporated by reference herein.

Item 5.06 Change in Shell Company Status.

As a result of the Exchange Transaction, the Company ceased to be a shell company. Reference is made to the disclosure in Items 1.01 and 2.01 of this Report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited financial statements of Lithium Harvest for the year and period December 31, 2021 and 2020 are attached as Exhibit 99.1 to this report and are incorporated by reference herein. The unaudited financial statements of Lithium Harvest for the three and nine months ended September 30, 2022 are attached as Exhibit 99.2 to this report and are incorporated by reference herein.





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  (b) Pro Forma Financial Information

The unaudited pre-reverse takeover pro forma financial statements of the Company are filed as Exhibit 99.3 hereto and incorporated herein by reference. The unaudited pre-reverse takeover pro forma financial statements are not intended to represent or be indicative of our consolidated results of operations or financial condition that would have been reported had the Exchange Transaction been completed as of the dates presented and should not be taken as representative of our future consolidated results of operations or financial condition.





  (c) Exhibits




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



  2.1    Securities Exchange Agreement, among Sustainable Projects Group Inc.,
       Lithium Harvest ApS and, for certain limited purposes, its shareholders,
       dated as of February 14, 2023.

  3.1    Articles of Incorporation, filed as an exhibit to the registrant's Form
       S-1/A - Amendment #1 filed on December 17, 2010, and incorporated herein by
       reference.

  3.2    By-Laws, filed as an exhibit to the registrant's Form S-1 (Registration
       Statement) filed on September 13, 2010, and incorporated herein by
       reference.

  3.4  Certificate of Amendment, filed as an exhibit to the registrant's Form S-1
       (Registration Statement) filed on September 13, 2010, and incorporated
       herein by reference.

  3.5    Certificate of Amendment, filed as an exhibit to the registrant's Form
       8-K filed on December 19, 2016, and incorporated herein by reference.

  3.6    Certificate of Amendment, filed as an exhibit to the registrant's Form
       8-K filed on October 26, 2017, and incorporated herein by reference.

  10.1   Executive Service Agreement, by and between Sustainable Projects Group
       Inc. and Sune Mathiesen, dated as of February 14, 2023.

  10.2   Form of Employment Agreement, by and between Sustainable Projects Group
       Inc. and Sune Mathiesen.

  10.3   Employment Agreement, by and between Sustainable Projects Group Inc. and
       Stefan Muehlbauer, dated as of February 14, 2023.

  10.4   Executive Service Agreement, by and between Sustainable Projects Group
       Inc. and Paw Juul, dated as of February 14, 2023.

  10.5   Form of Employment Agreement, by and between Sustainable Projects Group
       Inc. and Paw Juul.

  21.1   Subsidiaries of the registrant.

  99.1   Financial Statements of Lithium Harvest ApS for the year and period
       December 31, 2021 and 2020.

  99.2   Financial Statements of Lithium Harvest ApS for the three and nine months
       ended September 30, 2022.

  99.3   Pre-Reverse Takeover Pro Forma Financial Statements of Sustainable
       Projects Group Inc. for the nine months ended September 30, 2022.

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