Sustainable Projects : Non-Reliance on Previously Issued Financial Report - Form 8-K

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On December 6, 2023, the Board of Directors (the "Board") of Sustainable Projects Group Inc. (the "Company"), after discussion with management, concluded that the annual financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K") and the interim financial statements contained in the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 should no longer be relied upon for the reasons summarized below.

The Company is restating such annual and interim financial statements to correct for the impairment of goodwill related to intellectual property as well as write-downs of inventory related to its YER Brands subsidiary as of December 31, 2022 and 2021, March 31, 2023 and June 30, 2023, and for the years ended December 31, 2022 and 2021, the three months ended March 31, 2023 and the three and six months ended June 30, 2023.

Additionally, the Company has reviewed its accounting treatment for the reverse acquisition of Lithium Harvest ApS ("Lithium Harvest"). The Form 10-K included the reverse acquisition of Lithium Harvest as if the acquisition had occurred on January 1, 2021. Management has determined that under the change of accounting treatment of the reverse acquisition, the Company's financial statements as of December 31, 2022, March 31, 2023 and June 30, 2023, and for the year ended December 31, 2022, the three months ended March 31, 2023 and the three and six months ended June 30, 2023, should reflect the Company on a standalone basis.

Finally, the annual financial statements included in the Form 10-K will be reaudited by Centurion ZD CPA & Co., the Company's new independent registered public accounting firm. The Company's prior auditor, K.R. Margetson Ltd., is no longer registered with the Public Company Accounting Oversight Board, as previously disclosed in the Company's Current Report on Form 8-K filed on October 24, 2023.

The Board and Company management have discussed the matters disclosed in this Current Report on Form 8-K with the Company's independent registered public accounting firm, Centurion ZD CPA & Co.