MANTRA VENTURE GROUP LTD. (OTCMKTS:MVTG) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Acquisition of AW Solutions

On April 25, 2017, Mantra Venture Group Ltd. (the
Company) entered into and closed on an Asset
Purchase Agreement (the Asset Purchase
Agreement) with InterCloud Systems, Inc.
(InterCloud), a Delaware corporation. to the
terms the Asset Purchase Agreement, InterCloud agreed to sell,
and the Company agreed to purchase (the Asset
Sale), 80.1% of the assets associated with InterClouds
AW Solutions business (the Business) including,
but not limited to, fixed assets, real property, intellectual
property, and accounts receivables (collectively, the
Assets). The Business provides professional,
multi-service line, telecommunications infrastructure and
outsource services to the wireless and wireline industry.

The purchase price paid by the Company for the Assets includes
the assumption of certain liabilities and contracts associated
with the Business, the issuance to InterCloud of a convertible
promissory note in the aggregate principal amount of $2,000,000
(the Unsecured Note), and a potential earn-out
after six months in an amount equal to the lesser of (i) three
times EBITDA (as defined in the Asset Purchase Agreement) of the
Business for the six-month period immediately following the
closing and (ii) $1,500,000. In addition, the Asset Purchase
Agreement contains a working capital adjustment.

The interest on the outstanding principal due under the Unsecured
Note accrues at a rate of 8% per annum. All principal and accrued
interest under the Unsecured Note is due one year following the
issue date of the Unsecured Note, and is convertible into shares
of common stock, par value $0.00001 (the Common
Stock), at a conversion price equal to 75% of the lowest
volume-weighted average price during the 15 trading days
immediately preceding the date of conversion. The Unsecured Note
includes customary events of default, including non-payment of
the principal or accrued interest due on the Unsecured Note. Upon
an event of default, all obligations under the Unsecured Note
will become immediately due and payable and the Company will be
required to make certain payments to InterCloud.

Financing

On April 28, 2017, the Company entered into and closed on a
Securities Purchase Agreement (Purchase
Agreement) with an institutional investor (the
Lender), to which the Company issued to the
Lender a senior secured convertible promissory note in the
aggregate principal amount of $440,000 (the Secured
Note) for an aggregate purchase price of $400,000, and a
warrant with a term of three years to purchase up to 27,500,000
shares of common stock of the Company at an exercise price of
$0.0255 per share (the Warrant).

The interest on the outstanding principal due under the Secured
Note accrues at a rate of 8% per annum. All principal and accrued
interest under the Secured Note is due on April 27, 2018 and is
convertible into shares of the Companys Common Stock at a
conversion price equal to 75% of the lowest volume-weighted
average price during the 15 trading days immediately preceding
the conversion, subject to adjustment upon the occurrence of
certain events. The Secured Note includes customary events of
default, including non-payment of the principal or accrued
interest due on the Secured Note. Upon an event of default, all
obligations under the Secured Note will become immediately due
and payable and the Company will be required to make certain
payments to the Lender.

The Note and Warrant contain customary anti-dilution provisions.
The Lender was granted a right to participate in future financing
transactions of the Company while the Secured Note remains
outstanding.

In connection with the Purchase Agreement, the Company entered
into a security agreement, dated as of April 27, 2017, with the
Lender (the Security Agreement) to which the
Company granted a security interest in all of the assets of the
Company to secure the Companys obligations under the Secured
Note.

The foregoing summaries of the terms of the Unsecured Note, the
Secured Note, the Warrant, the Asset Purchase Agreement, the
Securities Purchase Agreement and the Security Agreement are
subject to, and qualified in their entirety by, the agreements
and instruments attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1,
10.2, and 10.3, respectively, which are incorporated by reference
herein.

The information set forth under Item 1.01 above with respect to
Unsecured Note, the Secured Note, the Warrant, the Asset Purchase
Agreement, the Securities Purchase Agreement and the related
agreements is incorporated herein by reference.

The information set forth under Item 1.01 above with respect to
the issuance of the Note and the Warrant is incorporated herein
by reference. The issuance of the Note and the Warrant was made
in reliance upon the exemption from the registration requirements
of the Securities Act of 1933, as amended (the
Act), to Section 4(a)(2) of the Act.

to the Asset Purchase Agreement, Patrick Dodd, Jonathan Boughen
and Larry Kristof resigned as members of the Companys board of
directors (the Board) and Keith Hayter and Roger
Ponder were appointed to the Companys Board, effective as of the
consummation of the Asset Sale. Each of the members of the Board
will serve until the Companys 2017 annual meeting of shareholders
or until his earlier death, resignation or removal.

to the Asset Purchase Agreement and in order to accommodate the
appointment of the new directors, each of Patrick Dodd, Jonathan
Boughen and Larry Kristof delivered a resignation letter to which
he resigned from the Board upon consummation of the Asset Sale.
These resignations were required under the Asset Purchase
Agreement and were not the result of any disagreements with the
Company on any matter relating to the Companys operations,
policies or practices.

Other than the Asset Purchase Agreement, there are no
arrangements or understandings between any of the new members of
the Board and any other persons to which such individuals were
selected as directors. In addition, there are no transactions
between the Company and any of the new members of the Board or
their respective immediate family members requiring disclosure
under Item 404(a) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended.

(d) Exhibits

About MANTRA VENTURE GROUP LTD. (OTCMKTS:MVTG)

Mantra Venture Group Ltd. is in the business of developing and providing energy alternatives. The Company also provides marketing and graphic design services to help companies optimize their environmental awareness presence through the government, industry and the general public. The Company is engaged in building a portfolio of companies and technologies that mitigate negative environmental and health consequences that arise from the production of energy and the consumption of resources. The Company, through its subsidiary, Mantra Energy Alternatives Ltd. (MEA), identifies, acquires, develops and markets technologies related to alternative energy production and reduction of greenhouse gas emissions and resource consumption. The Company owns a process for the electro-reduction of carbon dioxide (ERC) and has the global license for a mixed-reactant fuel cell (MRFC). It is developing these technologies toward commercial applications.

MANTRA VENTURE GROUP LTD. (OTCMKTS:MVTG) Recent Trading Information

MANTRA VENTURE GROUP LTD. (OTCMKTS:MVTG) closed its last trading session 00.0000 at 0.0170 with 20,000 shares trading hands.