UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)       February 13, 2019        
 
SUSTAINABLE PROJECTS GROUP INC.	
(Exact name of registrant as specified in its charter)	
 
Nevada	 	000-54875	 	81-5445107	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 
225 Banyan Boulevard, Suite 220, Naples, Florida	 	34102	
(Address of principal executive offices)	 	(Zip Code)	
 
Registrant’s telephone number, including area code     239-307-2925     
 
n/a	
(Former name or former address, if changed since last report)	
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)	
 	 	
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 	 	
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 	 	
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Form 8-K	Sustainable Projects Group Inc.	Page  2 	
 
INFORMATION TO BE INCLUDED IN REPORT
 
Item 1.01. Entry into a Material Definitive Agreement
 
Letter Agreement – Mineral Claims
 
Pursuant to the terms and conditions of a letter agreement dated December 31, 2018 between Sustainable Projects Group Inc. and John Leliever, SPGX has sold all of its rights, title, and interest in 13 mineral claims in the Thunder Bay Mining Division Rickaby and Lapierre Townships. As consideration for the sale of the mineral claims Mr. Leliever returned 1,052,631 shares in the common stock of SPGX. The shares have been received by SPGX, and the shares have been cancelled and returned to treasury.
 
As additional consideration for the sale of the mineral claims, the 3.0% net smelter return granted on the 13 minerals claims, as owed by SPGX and granted in favor of Mr. Leliever, has been cancelled effective December 31, 2018.
 
See Exhibit 10.15 - Letter Agreement for more details.
 
The 13 mineral claims were initially purchased by SPGX in March 2017. See Exhibit 10.2 - Property Purchase Agreement for more details.
 
Purchase Agreement – Falcon Projects AG
 
Pursuant to the terms and conditions of a purchase agreement dated December 26, 2018 between Sustainable Projects Group Inc. and Workplan Holding AG, SPGX sold 10 shares in the capital of Falcon Projects AG (the “ Falcon Shares ”). Falcon Projects AG is real estate company involved in the financing, buying, selling, holding, managing, and brokering of real estate worldwide, with its primary focus on real estate in Switzerland. The Falcon Shares represented a 10% interest in Falcon Projects AG. As consideration for the sale of the Falcon Shares, Workplan paid SPGX $11,000 as full payment for the Falcon Shares. See Exhibit 10.16 - Purchase Agreement for more details.
 
Call Option Agreement – Falcon Projects AG
 
As a condition for the sale of the shares in the capital of Falcon Projects AG, Workplan Holding AG granted a call option to SPGX on four shares of Falcon Projects AG pursuant to the terms and conditions of a call option agreement dated December 26, 2018 between Sustainable Projects Group Inc. and Workplan Holding AG. At its own discretion, SPGX is entitled to acquire up to a maximum of four shares in the capital of Falcon Projects AG at an exercise price of $1,100 per share. The call option may be exercised at any time between March 1, 2019 and September 30, 2020, after which time the option will expire and be null and void. See Exhibit 10.17 – Call Option Agreement for more details.
 
Purchase Agreement – SP Group (Europe) AG
 
Pursuant to the terms and conditions of a purchase agreement dated December 26, 2018 between Sustainable Projects Group Inc. and SP Group (Europe) AG, SPGX sold 750,000 shares in the capital of SP Group (Europe) AG (the “ SP Group Shares ”). As consideration for the sale of the SP Group Shares, SP Group paid SPGX $15,000 as full payment for the SP Group Shares. See Exhibit 10.18 - Purchase Agreement for more details.
 
Call Option Agreement – SP Group (Europe) AG
 
As a condition for the sale of the shares in the capital of SP Group (Europe) AG, SP Group (Europe) AG granted a call option to SPGX on 250,000 shares of SP Group (Europe) AG pursuant to the terms and conditions of a call option agreement dated December 26, 2018 between Sustainable Projects Group Inc. and SP Group (Europe) AG. At its own discretion, SPGX is entitled to acquire up to a maximum of 250,000 shares in the capital of SP Group (Europe) AG at an exercise price of $0.02 per share. The call option may be exercised at any time between March 1, 2019 and September 30, 2020, after which time the option will expire and be null and void. See Exhibit 10.19 – Call Option Agreement for more details.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On December 31, 2018, the board of directors approved the change of SPGX’s fiscal year end from May 31 to December 31.
 
The change of fiscal year will be effective immediately and the transition period will be covered in SPGX’s Form 10-K for 2018.

 	 	 	

Form 8-K	Sustainable Projects Group Inc.	Page  3 	
 
Item 7.01. Regulation FD Disclosure.
 
Limitation on Incorporation by Reference : In accordance with general instruction B.2 of Form 8-K, the information in this report, including Exhibits 10.2, 10.15, 10.16, 10.17, 10.18, and 10.19, is furnished under Item 9 and pursuant to Regulation FD, and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as will be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
 
The information contained in Exhibits 10.2, 10.15, 10.16, 10.17, 10.18, and 10.19 is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit	 	Description	 	 	
10.2	 	Property Purchase Agreement dated March 13, 2017 between Sustainable Petroleum Group Inc. and Workplan Holding Inc., filed as an exhibit to SPGX’s Form 8-K (Current Report) filed on March 17, 2017, and incorporated herein by reference.	 	Filed	
10.15	 	Letter Agreement dated December 31, 2018 between Sustainable Projects Group Inc. and John Leliever	 	Included	
10.16	 	Purchase Agreement dated December 26, 2018 between Sustainable Projects Group Inc. and Workplan Holding AG	 	Included	
10.17	 	Call Option Agreement dated December 26, 2018 between Sustainable Projects Group Inc. and Workplan Holding AG	 	Included	
10.18	 	Purchase Agreement dated December 26, 2018 between Sustainable Projects Group Inc. and SP Group (Europe) AG	 	Included	
10.19	 	Call Option Agreement dated December 26, 2018 between Sustainable Projects Group Inc. and SP Group (Europe) AG	 	Included	

Form 8-K	Sustainable Projects Group Inc.	Page  4 	
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Sustainable Projects Group Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.
 
 	SUSTAINABLE PROJECTS GROUP INC.	
 	 	 	
Dated : February 13, 2019	By:	/s/ Stefan Muehlbauer	
 	 	Stefan Muehlbauer – CEO	

 	

 

 
Exhibit 10.15
 
Letter Agreement

 

 
 
SPGX corporate letter head
 
December 31, 2018
 
Mr. John Leliever
9 Blue Horizon Crescent
Caledon Village, Ontario
L7K 0T9
905-866-896
Goldbar69@hotmail.com
 
Dear Mr. Leliever:
 
Re: Sale of Mineral Claims
 
This letter will confirm our numerous discussions concerning the proposed sale of the following mineral claims (the “ Claims ”) to you, or your nominee, from Sustainable Projects Group Inc. formerly Sustainable Petroleum Group Inc. (“Sustainable”):
 
Patent Properties (9 claims) Thunder Bay Mining Division
 
62401-0010 SRO MINING CLAIM TBI 1070 RICKABY AS IN PPA4452●, GREENSTONE
62401-0011 MRO MINING CLAIM TBI 1070 RICKABY AS IN PPA4452●, GREENSTONE
62401-0012 SRO MINING CLAIM TBI 1071 RICKABY AS IN PPA4453; GREENSTONE
62401-0013 MRO MINING CLAIM TBI 1071 RICKABY AS IN PPA4453; GREENSTONE
62401-0014 SRO MINING CLAIM TBI 1072 RICKABY ; GREENSTONE
62401-0015 MRO MINING CLAIM TBI 1072 RICKABY; GREENSTONE
62401-0016 SRO MINING CLAIM TBI 1073 RICKABY●, GREENSTONE
62401-0017 MRO MINING CLAIM TB 11073 RICKABY●, GREENSTONE
62401-0018 SRO MINING CLAIM TBI 1074 RICKABY; GREENSTONE
62401-0019 MRO MINING CLAIM TBI 1074 RICKABY; GREENSTONE
62401-0020 SRO MINING CLAIM TBI 1075 RICKABY AS IN PPA4457; GREENSTONE
62401-0021 MRO MINING CLAIM TBI 1075 RICKABY AS IN PPA4457; GREENSONE
62401-0022 SRO MINING CLAIM TB 11076 RICKABY; GREENSTONE
62401-0023 MRO MINING CLAIM TB 11076 RICKABY●, GREENSTONE
62401-0024 SRO MINING CLAIM TBI 1077 RICKABY●, GREENSTONE
62401-0025 MRO MINING CLAIM TBI 1077 RICKABY●, GREENSTONE
62401-0026 SRO MINING CLAIM TBI 1078 RICKABY AS IN PPA4460; GREENSTONE
62401-0027 MRO MINING CLAIM TBI 1078 RICKABY AS IN PPA4460●,GREENSTONE

 
 
Crown Land Claims (4 claims) Original Claim Format
 
Rickaby Township

3011563

4211215

3011584

Lapierre Township

4279298
 
Rickaby new format cell numbers. MNDM has changed the numbering format for claims in Ontario and below are the new cell numbers for the above old format claim numbers
 
Legacy Claim Id	 	Township / Area	 	Tenure ID	 	Tenure Type	 	Anniversary Date	
3011563	 	RICKABY	 	114214	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	329345	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	316551	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	316550	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	285803	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	250703	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	240406	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	232169	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	219311	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	213985	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	172639	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	147287	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	147286	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	139667	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	139666	 	Single Cell Mining Claim	 	2020-10-10	
3011563	 	RICKABY	 	125975	 	Single Cell Mining Claim	 	2020-10-10	

 	 	 	

3011564	 	RICKABY	 	125975	 	Single Cell Mining Claim	 	2020-10-10	
3011564	 	RICKABY	 	240406	 	Single Cell Mining Claim	 	2020-10-10	
3011564	 	RICKABY	 	211759	 	Boundary Cell Mining Claim	 	2020-10-10	
3011564	 	RICKABY	 	192995	 	Boundary Cell Mining Claim	 	2020-10-10	
4211215	 	RICKABY	 	112025	 	Boundary Cell Mining Claim	 	2020-10-10	
4211215	 	RICKABY	 	240406	 	Single Cell Mining Claim	 	2020-10-10	
4211215	 	RICKABY	 	211759	 	Boundary Cell Mining Claim	 	2020-10-10	
4211215	 	RICKABY	 	145129	 	Boundary Cell Mining Claim	 	2020-10-10	
4211215	 	RICKABY	 	139667	 	Single Cell Mining Claim	 	2020-10-10	
4211215	 	RICKABY	 	139666	 	Single Cell Mining Claim	 	2020-10-10	
4279298	 	LAPIERRE	 	172640	 	Boundary Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE	 	219310	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE	 	219312	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE	 	219315	 	Boundary Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE	 	227284	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE	 	256629	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE	 	293907	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE	 	306013	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE,RICKABY	 	125973	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE,RICKABY	 	172641	 	Boundary Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE,RICKABY	 	219313	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	LAPIERRE,RICKABY	 	227283	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	125974	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	125975	 	Single Cell Mining Claim	 	2020-10-10	
4279298	 	RICKABY	 	153872	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	172638	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	172639	 	Single Cell Mining Claim	 	2020-10-10	
4279298	 	RICKABY	 	189989	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	219311	 	Single Cell Mining Claim	 	2020-10-10	
4279298	 	RICKABY	 	219314	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	285803	 	Single Cell Mining Claim	 	2020-10-10	
4279298	 	RICKABY	 	293905	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	293906	 	Single Cell Mining Claim	 	2019-07-15	
4279298	 	RICKABY	 	322526	 	Single Cell Mining Claim	 	2019-07-15	
 
(collectively, the “ Claims ”)

 	 	 	

This letter agreement sets forth the terms and conditions of the proposed sale of the Claims, which when accepted by you, will form a binding agreement between the parties.
 
We will sell and transfer all of our right, title, and interest in the Claims to you as instructed upon delivery to us of (a) the share certificates representing an aggregate 1,052,631 shares in Sustainable (the “Shares”) and (b) the blank stock power of attorney duly signed for the transfer of the Shares in a form acceptable to our transfer agent. Delivery of the Shares and the stock power of attorney will represent full payment for the sale of the Claims.
 
At closing,
 
a. You shall deliver to us share certificates 225 and 226 representing the Shares, which we acknowledge receipt of share certificate 226 as previously delivered, and the originally signed and notarized stock power of attorney for share certificates 225 and 226.
 
b. Upon our receipt of the Shares and the originally signed and notarized stock power of attorney you are authorized to complete the documents for the transfer of the Claims to you as the registered agent of Sustainable in Ontario Canada (the Claim Transfers ”) and you may then proceed to re-register the Claims into your name.
 
c. Simultaneous with the transfer of the Claims you shall cancel the 3.0% net smelter return that had been granted to you initially by Workplan Holding Inc., and which was carried forward as a condition of the acquisition of the Claims by us from Workplan Holding Inc., and such cancellation will be acknowledged and confirmed by signing this agreement.
 
Each of the parties hereby will be responsible for payment of their own costs, expenses and fees (including, without limitation, legal counsel and transfer fees) incurred in connection with the preparation, execution and the consummation of this letter agreement, and any required filings with any regulatory or taxing authority.
 
This letter agreement will be interpreted in accordance with the laws of the State of Nevada and will enure to the benefit of and be binding upon both parties and their respective heirs, successors and permitted assigns.
 
All parties agree to sign such further and other deeds and documents, including without limitation, the transfer documents, and to give such further and other assurances as may be necessary to fully implement this letter agreement.

 
 
If the foregoing accurately sets forth your understanding of our agreement, please sign this letter agreement where indicated below which will then form a binding agreement between us, subject only to the terms and conditions provided above in this letter agreement.
 
This agreement may be executed and transmitted by electronic means and will be binding on the parties.
 
Yours truly,

SUSTAINABLE PROJECTS GROUP INC.	 	
 	 	 	
Per:	/s/ Stefan Muehlbauer	 	
 	Stefan Muehlbauer	 	
 	Chief Executive Officer	 	
 	 	 	
ACCEPTED AND AGREED TO THIS 31 ST DAY OF DECEMBER, 2018:	
 	 	
 	/s/ John Leliever	 	
 	John Leliever	 	

 

 

 
Exhibit 10.16
 
Purchase Agreement

 

 	 	 	

 
Purchase agreement for Falcon Projects AG unlisted shares
(UID: CHE-495.072.046)
 
between
 
Sustainable Projects Group Inc.
225 Banyan Blvd, Suite 220
Naples, FL 34102
USA	hereinafter called «seller»	
 
and
 
Workplan Holding AG
Gotthardstrasse 3
6300 Zug
Schweiz	hereinafter called «buyer»	
 
The buyer has agreed to purchase Falcon Projects AG, UID: CHE-495.072.046 shares. Both parties agree to the following:
 
1.	The buyer agrees to purchase	
 
10	 	shares at USD	1’100.00	 	for a total price of USD	11’000.00	
 
2.	The buyer is aware that securities such as shares are patient capital, and while they are capable of achieving high profit margins, they can also result in a total loss of the initial investment. He/She confirms that the invested capital is neither an essential part of his/her livelihood at present nor will it be urgently required in the foreseeable future.	
 	 	
3.	The shares are not restricted or blocked.	
 	 	
4.	As exclusive venue of jurisdiction Zurich, Switzerland is agreed.	

Workplan Holding AG | Gotthardstrasse 3 | CH-6300 Zug | info@workplan.ch | www.workplan.ch

Purchase agreement	page  2  of 2	 	
 
Place, Date	Regensdorf	December 26, 2018	
 	 	 	
Surname, First Name
Buyer	Christopher Grunder	 	
 	 	 	
Signature Buyer	/s/ Christopher Grunder	 	
 	 	 	
Place, Date	Naples, Florida	December 26, 2018	
 	 	 	
Surname, First Name
Seller	Stefan Muehlbauer	 	
 	 	 	
Signature Seller	/s/ Stefen Muehlbauer	 	
 
The payment of the purchase price is to be transferred to the following account:
 
Sustainable Projects Group Inc.
225 Banyan Blvd, Suite 220
Naples, FL 34102
USA
 
Bank Info omitted

 
Workplan Holding AG | Gotthardstrasse 3 | CH-6300 Zug | info@workplan.ch | www.workplan.ch

 

 

 

Exhibit 10.17
 
Call Option Agreement

 

 	-  2  -	 	
 
CALL OPTION AGREEMENT
 
THIS CALL OPTION AGREEMENT dated as of the 26 th day of December, 2018,
 
BETWEEN:
 
Sustainable Projects Group Inc. , a company duly incorporated under the laws of Nevada and having its executive office located at 225 Banyan Blvd – Suite 220, Naples FL 34102, US
 
(the “ Purchaser” )
 
AND:
 
WORKPLAN HOLDING AG , a company duly incorporated under the laws of Switzerland and having its executive office located at Gotthardstrasse 3, 6300, Zug, Switzerland
 
(“ Workplan” )
 
WHEREAS:
 
A. Workplan is the registered and beneficial owner of 10 Shares of common stock (the “ Shares ”) in the capital of Falcon Projects AG. (the “ Company ”), free and clear of all liens, charges, encumbrances, claims, rights or interests of any person; and
 
B. Workplan wishes to grant a call option to the Purchaser to acquire the Shares from Workplan pursuant to the terms and conditions of this agreement;
 
NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00 and other good and valuable consideration paid by the Purchaser to Workplan, the receipt and sufficiency of which are acknowledged by Workplan, the parties agree that:
 
1. Workplan grants to the Purchaser an irrevocable call option to purchase up to a maximum of four Shares at the price of $1,100.00 per Share (the “ Option ”). Subject to Section 2, the Option may be exercised at any time between March 1, 2019 and September 30, 2020, inclusive (the “ Option Period ”), after which time the Option will expire and terminate and be of no further force or effect whatsoever.

2. The Option will be exercisable by the Purchaser or their legal personal representatives tendering a notice in writing at the offices of Workplan located at Gotthardstrasse 3, 6300, Zug, Switzerland, specifying the number of Shares being purchased, together with a certified cheque in favour of Workplan in an amount equal to the full purchase price of the number of Shares so specified upon any such exercise of Options as aforesaid. Upon receipt of such notice Workplan will forthwith deliver the Shares for transfer to the Company with instructions to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of Option) a certificate or certificates in the name of the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of Option) representing in the aggregate such number of Shares as the Purchaser or his legal personal representatives will have then paid for.
 
3. The Purchaser will have no rights whatsoever as a shareholder in respect of any of the Shares (including any right to receive dividends or other distributors thereon) other than in respect of Shares in respect of which the Purchaser will have exercised his Option and which the Purchaser will have actually taken up and paid for.

 	-  3  -	 	
 
4. Workplan represents, warrants and covenants that:
 
	a.	Workplan owns the Shares free of any claim or potential claim by any person and has the authority to transfer the Shares as described in this agreement;	
 	 	 	
	b.	Workplan has the full power and authority to sign, deliver and perform this agreement. This agreement, when signed and delivered by Workplan, constitutes a legal, valid and binding obligation of Workplan, enforceable against Workplan in accordance with its terms; and	
 	 	 	
	c.	during the Option Period it will maintain a sufficient number of Shares to permit the transfer of the Shares to the Purchaser if the Option or any part is exercised.	
 
5. Time will be of the essence of this agreement.
 
6. Any notice that must be given or delivered under this agreement must be in writing and delivered by hand to the address or transmitted by fax and is deemed to have been received when it is delivered by hand or transmitted by fax unless the delivery or transmission is made after 4:00 p.m. or on a non-business day where it is received, in which case it is deemed to have been delivered or transmitted on the next business day. Any payments of money must be delivered by hand or wired as instructed in writing by the receiving party. Any delivery other than a written notice or money must be made by hand at the receiving party’s address.
 
7. Any amendment or assignment of this agreement must be in writing and signed by the parties.
 
8. If any provision of this agreement is, illegal or unenforceable under any law, the remaining provisions remain legal and enforceable
 
9. This agreement is governed by the laws of Florida and must be litigated in the courts of Florida.
 
10. This agreement enures to the benefit of and is binding upon the parties and their respective heirs, executors, administrators, successors and assigns.
 
[This space intentionally left blank]

 	-  4  -	 	
 
11. This agreement may be signed in one or more counterparts, each of which when so signed will be deemed an original, and such counterparts together will constitute one in the same instrument.
 
IN WITNESS WHEREOF the parties have signed this agreement as of the day and year first above written.
 
The Common Seal of	 	)	 	
Sustainable Projects Group Inc.	 	)	 	
was affixed in the presence of:	 	)	 	
 	 	)	 	
/s/ Stefan Muehlbauer	 	)	C/S	
Authorized Signatory	 	)		
	 	)	 	
 	 	 	 	
The Common Seal of	 	)	 	
Workplan Holding AG	 	)	 	
was affixed in the presence of:	 	)	 	
 	 	)	 	
/s/ Christopher Grunder	 	)	C/S	
Authorized Signatory	 	)		

 	 	 	

 

 
Exhibit 10.18
 
Purchase Agreement

 

 	

 
 
Purchase agreement for SP Group (Europe) AG unlisted shares
(UID: CHE-115.882.574)
 
between
 
Sustainable Projects Group Inc.
225 Banyan Blvd, Suite 220
Naples, FL 34102
USA	hereinafter called «seller»	
 
and
 
SP Group (Europe) AG
Falkenstrasse 28
8008 Zürich
Schweiz	hereinafter called «buyer»	
 
The buyer has agreed to purchase SP Group (Europe) AG, UID: CHE-115.882.574 shares. Both parties agree to the following:
 
1. The buyer agrees to purchase
 
750’000	shares at CHF	0.02	For a total price of CHF	15’000.00	
 
2.  The buyer is aware that securities such as shares are patient capital, and while they are capable of achieving high profit margins, they can also result in a total loss of the initial investment. He/She confirms that the invested capital is neither an essential part of his/her livelihood at present nor will it be urgently required in the foreseeable future.
 
3. The shares are not restricted or blocked.
 
4. As exclusive venue of jurisdiction Zurich, Switzerland is agreed.

SP Group (Europe) AG | Falkenstrasse 28 | CH-8008 Zürich | + 41 44 250 98 89 | info@sp-groupag.ch | www.sp-groupag.ch

 	

 
page 2 of 2
 
Place, Date	Regensdorf	December 26, 2018	
 	 	 	
Surname, First Name
Buyer	Christopher Grunder	 	
 	 	 	
Signature Buyer	/s/ Christopher Grunder	 	

 	 	 	
Place, Date
 	Naples, Florida	December 26, 2018	
 	 	 	
Surname, First Name
Seller	Stefan Muehlbauer	 	
 	 	 	
Signature Seller
 	/s/ Stefen Muehlbauer	 	
 
The payment of the purchase price is to be transferred to the following account:
 
Sustainable Projects Group Inc.
225 Banyan Blvd, Suite 220
Naples, FL 34102
USA
 
Bank Info omitted

 
SP Group (Europe) AG | Falkenstrasse 28 | CH-8008 Zürich | + 41 44 250 98 89 | info@sp-groupag.ch | www.sp-groupag.ch

 	

 

Exhibit 10.19
 
Call Option Agreement

 

 	 	 	

 	-  2  -	 	
 
CALL OPTION AGREEMENT
 
THIS CALL OPTION AGREEMENT dated as of the 26 th day of December, 2018,
 
BETWEEN:
 
Sustainable Projects Group Inc. , a company duly incorporated under the laws of Nevada and having its executive office located at 225 Banyan Blvd – Suite 220, Naples FL 34102, US
 
(the “ Purchaser ”)
 
AND:
 
SP GROUP (EUROPE) AG , a company duly incorporated under the laws of Switzerland and having its executive office located at Falkenstrasse 28, 8008 Zurich, Switzerland
 
(“ SPG ”)
 
WHEREAS:
 
A. SPG is the registered and beneficial owner of 750,000 Shares of common stock (the “ Shares ”) in the capital of SP Group (Europe) AG (the “ Company ”), free and clear of all liens, charges, encumbrances, claims, rights or interests of any person; and
 
B. SPG wishes to grant a call option to the Purchaser to acquire the Shares from SPG pursuant to the terms and conditions of this agreement;
 
NOW THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the sum of $10.00 and other good and valuable consideration paid by the Purchaser to SPG, the receipt and sufficiency of which are acknowledged by SPG, the parties agree that:
 
1. SPG grants to the Purchaser an irrevocable call option to purchase up to a maximum of 250,000 Shares at the price of $0.02 per Share (the “ Option ”). Subject to Section 2, the Option may be exercised at any time between March 1, 2019 and September 30, 2020, inclusive (the “ Option Period ”), after which time the Option will expire and terminate and be of no further force or effect whatsoever. 

2. The Option will be exercisable by the Purchaser or their legal personal representatives tendering a notice in writing at the offices of SPG located at Falkenstrasse 28, 8008, Zurich, Switzerland, specifying the number of Shares being purchased, together with a certified cheque in favour of SPG in an amount equal to the full purchase price of the number of Shares so specified upon any such exercise of Options as aforesaid. Upon receipt of such notice SPG will forthwith deliver the Shares for transfer to the Company with instructions to deliver to the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of Option) a certificate or certificates in the name of the Purchaser or his legal personal representatives (or as the Purchaser may otherwise direct in the notice of exercise of Option) representing in the aggregate such number of Shares as the Purchaser or his legal personal representatives will have then paid for.
 
3. The Purchaser will have no rights whatsoever as a shareholder in respect of any of the Shares (including any right to receive dividends or other distributors thereon) other than in respect of Shares in respect of which the Purchaser will have exercised his Option and which the Purchaser will have actually taken up and paid for.

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4. SPG represents, warrants and covenants that:
 
a. SPG owns the Shares free of any claim or potential claim by any person and has the authority to transfer the Shares as described in this agreement;
 
b. SPG has the full power and authority to sign, deliver and perform this agreement. This agreement, when signed and delivered by SPG, constitutes a legal, valid and binding obligation of SPG, enforceable against SPG in accordance with its terms; and
 
c. during the Option Period it will maintain a sufficient number of Shares to permit the transfer of the Shares to the Purchaser if the Option or any part is exercised.
 
5. Time will be of the essence of this agreement.
 
6. Any notice that must be given or delivered under this agreement must be in writing and delivered by hand to the address or transmitted by fax and is deemed to have been received when it is delivered by hand or transmitted by fax unless the delivery or transmission is made after 4:00 p.m. or on a non-business day where it is received, in which case it is deemed to have been delivered or transmitted on the next business day. Any payments of money must be delivered by hand or wired as instructed in writing by the receiving party. Any delivery other than a written notice or money must be made by hand at the receiving party’s address.
 
7. Any amendment or assignment of this agreement must be in writing and signed by the parties.
 
8. If any provision of this agreement is, illegal or unenforceable under any law, the remaining provisions remain legal and enforceable
 
9. This agreement is governed by the laws of Florida and must be litigated in the courts of Florida.
 
10. This agreement enures to the benefit of and is binding upon the parties and their respective heirs, executors, administrators, successors and assigns.
 
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11. This agreement may be signed in one or more counterparts, each of which when so signed will be deemed an original, and such counterparts together will constitute one in the same instrument.
 
IN WITNESS WHEREOF the parties have signed this agreement as of the day and year first above written.
 
The Common Seal of	 	)	 	
Sustainable Projects Group Inc.	 	)	 	
was affixed in the presence of:	 	)	 	
 	 	)	 	
/s/ Stefan Muehlbauer	 	)	C/S	
Authorized Signatory	 	)		
	 	)	 	
 	 	)	 	
 	 	 	 	
The Common Seal of	 	)	 	
SP Group (Europe) AG	 	)	 	
was affixed in the presence of:	 	)	 	
 	 	)	 	
/s/ Christopher Grunder	 	)	C/S	
Authorized Signatory	 	)