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Termination of a Material Definitive Agreement PDF
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Item 1.02 Termination of a Material Definitive Agreement

On June 25, 2008 Mantra Venture Group Ltd. ("the Company") accepted the resignation letter of David Warren as the Chief Financial Officer and Chief Operating Officer of the Company dated June 15, 2008. Accordingly, the Company appointed Dennis Petke as the Chief Financial Officer and Principal Accounting Officer effective immediately.

On June 25, 2008, the Board of Directors approved that the consulting agreement between the Company and David Warren entered into on September 1, 2007 will be terminated at the close of business on June 30, 2008. From July 1, 2008 to August 29, 2008, Mr. Warren will assist the Company in the transition to a new Chief Financial Officer by staying on as a consultant of the Company. As consideration for the provision of consulting services, the Company has agreed to extend the expiry date of the options to purchase 300,000 common shares of the Company granted to Mr. Warren pursuant to a consulting agreement entered into on September 1, 2007 to the earlier of August 29, 2008 or a date that is five business days after the Company's common stock trades at least one time per day on the OTC Bulletin Board at a price at or above $0.50 per share for seven consecutive trading days, as provided in the exhibit attached hereto. The options are exercisable at a price of $0.25 per share.

Item 5.02 Departure of Chief Financial Officer
Item 5.02 Appointment of Chief Financial Officer

As indicated in Item 1.02 above, Mr. David Warren resigned his position as the Chief Financial Officer and Chief Operating Officer of the Company effective June 30, 2008. Mr. Warren is entering into retirement and his resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

Effective July 1, 2008, Dennis Petke will succeed David Warren as the Chief Financial Officer and Principal Accounting Officer of the Company. The Company entered into a consulting agreement with Mr. Petke on June 30, 2008, whereby Mr. Petke will be compensated at a rate of $2,500 per month. The Company will also issue 50,000 shares to Mr. Petke and options to purchase 150,000 shares of common stock of the Company at a price of $0.25 per share which will vest as of July 1, 2008 and expire on the earlier of June 30, 2010 or the termination of this agreement. The Company will use its best efforts to register for resale on a Form S-1 the 50,000 common shares to be issued to Mr. Petke. The consulting agreement has a term of 3 months and will expire on September 30, 2008, unless terminated earlier by the parties or replaced by a new agreement prior to the end of the term.

 


Business experience for past five years

For the past five years, Mr. Petke has owned and operated Q4 Financial Group Inc., a private consulting firm serving both private and public companies in the areas of corporate finance, corporate administration and regulatory reporting. For the past two years, Mr. Petke has been conducting due diligence and meeting with private companies in Canada, Hong Kong and China exploring various green opportunities, specifically in environment purification and remediation applications for water, soil and air. Mr. Petke has also been reviewing alternative energy and C02 reduction solutions and industrial lighting applications.

In March of 2007 Mr. Petke was engaged to consult the directors on the reorganization of Golden Raven Resources Inc. (TSXV:GVN), a company that is currently delisted. Since April 2007 to present, Mr. Petke has joined the board of Golden Raven Resources and has been appointed the sole officer. Mr. Petke's primary mandate is to complete a reorganization, bring all regulatory filings up to date, and return the company to trading status. From February 2007 to present Mr. Petke has been on the board of UraniumCore Company, (OTCBB:UCCO) and was engaged to reorganize the company and ensure its regulatory reporting was in line with current standards. UCCO has abandoned its Uranium properties and Mr. Petke has suggested that the company consider green technology opportunities.

Mr. Petke is qualified as a Chartered Accountant in Canada, and has been a member of the Institute of Chartered Accountants of British Columbia since 1995.

 

Other Positions in Public Companies

The positions that Mr. Petke held or currently holds with other public companies
are summarized as follows:

FROM TO
NAME OF REPORTING POSITION(S) MARKET TRADED ON MM YY MM YY
Mont Blanc Resources Director and
Inc. CFO TSX Venture: MTN 10 2003 Present
Aucxis Corp. Director Pink Sheets: AUCX 05 2001 Present
CFO 08 2001 Present
US Oil and Gas 08 / 2005 (USR merged
Resources Inc. Director TSX Venture: USR 12 2003 with ODE)
Odyssey Petroleum Corp CFO TSX Venture : ODE 08 2005 05 2006
Altima Resources Ltd. CFO TSX Venture: ARH 05 2006 06 2006
Bonaventure Enterprises
Inc. CFO TSX Venture: BVT 01 2006 07 2006
EgX Group Inc.
(formerly Global) Director TSX Venture: GFG 10 2005 05 2006
Opawica Exploration
Inc. CFO TSX : OPW 08 2005 12 2005
UraniumCore Company Director OTC BB: UCCO 02 2007 Present
Director,
Golden Raven Resources CFO and acting
Inc. CEO TSX Venture: GVN 04 2007 Present

 


Family Relationships and Related Transactions

There are no family relationships among Dennis Petke, the executive officers, or the sole director of the Company. The Company has not entered into any transactions with Dennis Petke or his family members wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of total assets of the Company for the last fiscal year.

 

Item 9.01 Exhibits

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

Exhibit Exhibit description
Number
Stock Option Modification Agreement between Mantra Venture Group Ltd.
10.1 and David Warren dated as of July 1, 2008.
Consulting Agreement between Mantra Venture Group Ltd. and Q4
Financial Group Inc. for the provision of consulting services by Dennis
10.2 Petke dated as of July 1, 2008.
Press Release dated June 24, 200 8 - Mantra Venture Group
99.1 Announces Appointment of Mr. Dennis Petke as CFO