On October 14, 2008, a majority of the shareholders of Mantra Venture Group Ltd. (the "Company") resolved to continue the Company's jurisdiction of incorporation from the State of Nevada, USA into the Province of British Columbia, Canada under the Business Corporations Act (British Columbia) and authorized the Board to make the necessary filings.

On October 29, 2008, the Board of Directors approved the continuation along with Articles and Plan of Conversion, which were filed with the State of Nevada shortly thereafter. As soon as the Certificate of Conversion is received, the Company will file the requisite documents with the BC Registrar of Companies and await approval before the action will become effective.

On October 29, 2008, the Company also approved the continuation of its wholly owned subsidiary, Mantra Energy Alternatives Ltd. from the State of Nevada into the province of British Columbia.

The Management of the Company believes that the change of jurisdiction will give the Company better access to government funding and tax incentive programs available to the Companies performing R&D activities in the province of British Columbia.

The continuation is not a reorganization, amalgamation or merger and does not alter shareholdings of Mantra's shareholders. The CUSIP number for the common shares of the Company will remain the same after the continuation.

Item 9.01 Exhibits

(c) Exhibits. The following exhibits are included as part of this report:

Exhibit  Exhibit description
 Number
           Plan of Conversion of Mantra Venture Group Ltd. from a Nevada
         Corporation into a British Columbia Corporation dated October 29, 2008
  2.1
           Articles of Conversion of Mantra Venture Group Ltd. dated October 28,
  3.1    2008