Sustainable Projects Group Inc.: M&A transaction — Sustainable Projects Group acquires Lithium Harvest in reverse merger; becomes lithium extraction company

Sustainable Projects Group Inc.

Acquired all Lithium Harvest shares for 206,667,233 shares of SPG common stock; Lithium Harvest shareholders hold ~72% post-closing.
Transaction treated as reverse merger; Lithium Harvest is accounting acquirer; SPG shell status changes.
Sune Mathiesen appointed CEO, Stefan Muehlbauer CFO, Paw Juul CTO; new two-member board.
New business: lithium extraction from oilfield wastewater; first 1,000-mt LCE facility in Texas in 2023, production in H1 2024; targeting 6,000 mt by 2026.
Kestrel Flight Fund holds ~25% of combined company via convertible loan prior to transaction.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sustainable Projects Group Inc.: Company ceased to be a shell company as a result of an exchange transaction.

Change: shell status

Exact text from the filing

As a result of the Exchange Transaction, the Company ceased to be a shell company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sustainable Projects Group Inc. completed an acquisition involving Lithium Harvest ApS for 206,667,233 shares of the Company’s common stock (closed 2023-02-14).

Action: acquisition
Counterparty: Lithium Harvest ApS
Consideration: 206,667,233 shares of the Company’s common stock
Closing: 2023-02-14

Exact text from the filing

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”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sustainable Projects Group Inc. entered into Securities Exchange Agreement with Lithium Harvest ApS and all of its shareholders (effective 2023-02-14).

Action: entry
Agreement: merger
Counterparty: Lithium Harvest ApS and all of its shareholders
Effective: 2023-02-14

Exact text from the filing

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”).

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Source: SEC EDGAR

accession 0001493152-23-005060

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