On December 4, 2008, Mantra Venture Group Ltd. (the "Company") completed its corporate jurisdiction continuation into British Columbia in accordance with its Plan of Conversion adopted by holders of a majority of its voting shares on October 14, 2008 and its board of directors on October 29, 2008.

As a British Columbia company, the Company changed its Articles of Incorporation to a Notice of Articles in accordance with the requirements of the British Columbia Business and Corporations Act ("BCBCA") attached hereto as Exhibit
3.2. Additionally, on December 4, 2008, the Company's former Nevada Bylaws were replaced with Table 1 standard British Columbia Articles under the BCBCA attached hereto as Exhibit 3.1.

The Company's new Articles represent a significant departure from its previous Nevada Bylaws regarding all corporate governance matters. Most notably, the Company will now be required to hold annual general meetings of shareholders and be subject to new mechanisms and restrictions regarding the appointment and election of directors. Full details on the new corporate governance provisions in the Company's Articles are available in Exhibit 3.1.