MANTRA VENTURE GROUP LTD. (OTCMKTS:MVTG) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02

The information set forth under Item 5.02 below with respect to
the issuance of 62,125,755 shares of the Companys common shares,
par value $0.00001 per share (Common Shares) to each of Roger
Ponder and Keith Hayter is incorporated herein by reference. The
issuances were 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.

Kristof Resignation

On June 6, 2017, Larry Kristof, our former President, Chief
Executive Officer, Chief Financial Officer, Secretary, Treasurer
and Manager officer of Mantra Venture Group Ltd. (the Company),
resigned from all of his positions with the Company. Mr. Kristof
will remain as the President of the Companys Mantra Energy
Alternatives subsidiary.

Appointment of Chief Executive Officer

On June 6, 2017, the Board of Directors (the Board) of the
Company appointed Roger M. Ponder to serve as Chief Executive
Officer of the Company, effective immediately. Mr. Ponder, age
64, has served as a director of the Company since April 2017. Mr.
Ponder has served as a member of the board of directors of
InterCloud Systems, Inc., and served as its Chief Operating
Officer from November 2012 to March 2015. Mr. Ponder has been the
President and Chief Executive Officer of Summit Broadband LLC, a
provider of consulting services to private equity and
institutional banking entities in the telecommunications, cable
and media/internet sectors, since August 2009. From January 2005
to August 2009, he was the President – Midwest/Kansas City
Division of Time Warner Cable. Mr. Ponder was a member of the
United Way Board of Trustees – Kansas City from January 2006 to
January 2011. Mr. Ponder received his B.S. from Rollins College
in Business Administration and Economics. Mr. Ponder brings
extensive business development, strategic planning and
operational experience to the Company.

The Company entered into an employment agreement (the Ponder
Agreement) with Mr. Ponder, effective as of June 6, 2017. The
form of the Ponder Agreement was approved by the Board. A copy of
the Ponder Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The following is a brief
summary of the material terms of the Ponder Agreement.

The Ponder Agreement has a three-year term and will automatically
renew for successive one-year terms unless the Company or Mr.
Ponder elects to terminate the agreement by giving 60 days notice
prior to the end of the current term. Mr. Ponder will receive a
base annual salary of $220,000, which may be increased (but not
decreased) by the Board (or a committee thereof) in its sole
discretion.

In addition, Mr. Ponder is entitled to receive annual incentive
(bonus) compensation as the Board shall determine. His target
bonus is equal to 60% of Mr. Ponders base salary for that fiscal
year. Mr. Ponder was also granted a stock option to purchase
shares of the Companys Common Stock as determined by the Board
under the Company’s Performance Incentive Plan, to participate
in various employee benefit plans and to be reimbursed for
out-of-pocket expenses. Mr. Ponder received a sign on bonus of
62,125,755 Common Shares.

In the event that Mr. Ponders employment is terminated without
Cause or he terminates his employment for Good Reason not in
connection with a Change in Control (as such terms are defined in
the Ponder Agreement), the Company shall pay to Mr. Ponder an
amount equal to the sum of (x) twenty-four (24) months of his
base salary at the monthly rate in effect on the date of
termination, plus (y) two (2) times his target bonus for the
fiscal year in which the termination occurs, an amount equal to
any unpaid bonus from the previous year, and all equity-based
awards shall vest. In addition, the Company shall pay Mr. Ponder
an amount equal to the cost of continuation of group health
coverage under COBRA for 12 months.

The Ponder Agreement contains a non-compete provision during the
term of Mr. Ponders employment and for a period of one year
thereafter. Mr. Ponder would also be prohibited from soliciting
customers or clients of the Company with whom he dealt during his
employment and from soliciting employees of the Company for the
one-year period.

There are no family relationships between Mr. Ponder and any
director or executive officer of the Company, and he does not
have any direct or indirect material interest in any transaction
required to be disclosed to Item 404(a) of Regulation S-K.

Appointment of President

On June 6, 2017, the Board appointed Keith W. Hayter to serve as
President of the Company, effective immediately. Mr. Hayter, age
52, has served as a director of the Company since April 2017. Mr.
Hayter has served as the Chief Executive Officer and President of
AW Solutions Inc. and AW Solutions Puerto Rico LLC since 2006.
Mr. Hayter attended Platt College, the City and Guilds Institute
and the City and East London College. Mr. Hayter brings extensive
multi-national experience in the start-up, development and
management in the telecommunication and construction industry.

The Company entered into an employment agreement (the Hayter
Agreement) with Mr. Hayter, effective as of June 6, 2017. The
form of the Hayter Agreement was approved by the Board. A copy of
the Hayter Agreement is attached hereto as Exhibit 10.2 and is
incorporated herein by reference. The following is a brief
summary of the material terms of the Hayter Agreement.

The Hayter Agreement has a three-year term and will automatically
renew for successive one-year terms unless the Company or Mr.
Hayter elects to terminate the agreement by giving 60 days notice
prior to the end of the current term. Mr. Hayter will receive a
base annual salary of $210,000, which may be increased (but not
decreased) by the Board (or a committee thereof) in its sole
discretion.

In addition, Mr. Hayter is entitled to receive annual incentive
(bonus) compensation as the Board shall determine. His target
bonus is equal to 60% of Mr. Hayters base salary for that fiscal
year. Mr. Hayter was also granted a stock option to purchase
shares of the Companys Common Shares as determined by the Board
under the Company’s Performance Incentive Plan, to participate
in various employee benefit plans and to be reimbursed for
out-of-pocket expenses. Mr. Hayter received a sign on bonus of
62,125,755 Common Shares.

In the event that Mr. Hayters employment is terminated without
Cause or he terminates his employment for Good Reason not in
connection with a Change in Control (as such terms are defined in
the Hayter Agreement), the Company shall pay to Mr. Hayter an
amount equal to the sum of (x) twenty-four (24) months of his
base salary at the monthly rate in effect on the date of
termination, plus (y) two (2) times his target bonus for the
fiscal year in which the termination occurs, an amount equal to
any unpaid bonus from the previous year, and all equity-based
awards shall vest. In addition, the Company shall pay Mr. Hayter
an amount equal to the cost of continuation of group health
coverage under COBRA for 12 months.

The Hayter Agreement contains a non-compete provision during the
term of Mr. Hayters employment and for a period of one year
thereafter. Mr. Hayter would also be prohibited from soliciting
customers or clients of the Company with whom he dealt during his
employment and from soliciting employees of the Company for the
one-year period.

There are no family relationships between Mr. Hayter and any
director or executive officer of the Company, and he does not
have any direct or indirect material interest in any transaction
required to be disclosed to Item 404(a) of Regulation S-K.

(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.