Item
3.02 Unregistered Sales of Equity Securities
March
13, 2017 – Acquisition of Mineral Claims
On
March 13, 2017, the board of directors authorized the issuance of 1,250,000 restricted shares of common stock as consideration
for the acquisition of 13 mineral claims valued at CDN$5,000,000. See Exhibit 10.2 - Property Purchase Agreement for more details.
SPGX relied upon Section 4(2) of the Securities Act of 1933 to issue the restricted shares in a private transaction. The share
certificate representing the shares has been legended with the applicable trading restrictions.
April
2017 - $3.00 Private Placement Offering
On
April 6, 2017 the board of directors authorized the issuance of 13,332 restricted shares of common stock at an offering price
of $3.00 per restricted share. SPGX raised $39,996 in cash in this offering, and issued an aggregate 13,332 restricted shares
of common stock to two non-US subscribers outside the United States.
SPGX
set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established
criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For
the two non-US subscribers outside the United States in this one closing, SPGX relied upon Section 4(2) of the Securities Act
of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is
satisfied that SPGX complied with the requirements of the exemption from the registration and prospectus delivery of the Securities
Act of 1933. The offerings were not public offerings and were not accompanied by any general advertisement or any general solicitation.
SPGX received from each of the two subscribers a completed and signed subscription agreement containing certain representations
and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the
shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale
of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares
were issued bearing a legend with the applicable trading restrictions.
June
23, 2017 – Acquisition of Lease Deposit
On
June 23, 2017, the board of directors authorized the issuance of 400,000 restricted shares of common stock as consideration for
the acquisition of a lease deposit for office space valued at $600,000. See Exhibit 10.3 - Deposit Agreement for more details.
SPGX relied upon Section 4(2) of the Securities Act of 1933 to issue the restricted shares in a private transaction. The share
certificate representing the shares has been legended with the applicable trading restrictions.
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Form
8-K
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Sustainable
Petroleum Group Inc.
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Page
3
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July
2017 - $3.50 Private Placement Offering
On
July 3, 2017 the board of directors authorized the issuance of 28,128 restricted shares of common stock at an offering price of
$3.50 per restricted share. SPGX raised $108,949 in cash in this offering, and issued an aggregate 28,128 restricted shares of
common stock to four non-US subscribers outside the United States.
Also
on July 6, 2017, the board of directors authorized the issuance of, as part of this same offering, 6,000 restricted shares of
common stock as payment of $21,000 for shares in SP Group (Europe) AG. See Exhibit 10.4 - Share purchase Agreement for more details.
Also
on July 6, 2017, the board of directors authorized the issuance of, as part of this same offering, 10,000 restricted shares of
common stock as settlement of $35,000 of debt owed to a creditor of the company, who had previously provided services to SPGX.
SPGX
set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established
criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For
each of these closings, SPGX relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant
to that Act by the Securities and Exchange Commission. Management is satisfied that SPGX complied with the requirements of the
exemption from the registration and prospectus delivery of the Securities Act of 1933. The offerings were not public offerings
and were not accompanied by any general advertisement or any general solicitation. SPGX received from each of the four subscribers
a completed and signed subscription agreement containing certain representations and warranties, including, among others, that
(a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not
on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made
or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable
trading restrictions.