On December 4, 2008 Mantra Venture Group Ltd. (the "Company") entered into a Sponsorship and Proposed Equity Capital Raise Agreement (the "Agreement") with M Partners Inc. ("M Partners"). Pursuant to the terms of the Agreement M Partners agreed to sponsor the Company's application for a listing on the TSX Venture Exchange (the "TSXV") and to raise up to approximately $1,200,000 (CDN $1,500,000) in a financing from accredited investors. The closing of the financing is subject to the approval of the Company's application, and the granting of a symbol, by the TSXV. The material terms of the Agreement are as follows:

Sponsorship

� M Partners agrees to act as a sponsor of the Company and provide the TSXV with a sponsorship report which must be submitted with an application for a listing.

� The total fee for the sponsorship portion of the Agreement is approximately $36,000 (CDN $45,000) plus expenses and is payable only upon the delivery of the sponsorship report to the TSXV. An $8,000 deposit is payable immediately.

� The sponsorship report will not be delivered to the TSXV by M Partners until the Company raises sufficient funds to meet the TSXV's working capital and asset listing requirements.

� The Company will be responsible for any expenses M Partners incurs while performing the necessary due diligence for the sponsorship report.

Equity Capital Raise

� Exclusive of the sponsorship, M Partners will use their commercially reasonable best efforts to raise up to approximately $1,200,000 (CDN $1,500,000) (the "Financing") through the sale of units. Each unit will consist of one common share and one half-warrant to purchase an additional share of the Company's common stock.

� The price of the units will be set in accordance with market conditions.

� The Company will pay a commission of:

o 8% cash on the aggregate gross proceeds the Financing; and

o non-transferable warrants entitling M Partners to acquire 8% of the number of units sold under in the Financing exercisable at a 15% premium to the price per unit in the Financing for a period of 18 months from closing.

� Completion of the Financing is subject to the listing of the Company's common stock on the TSXV.

� The Company may raise approximately $280,000 (CDN $350,000) every 60 days, until the completion of the Financing, from non-institutional Canadian investors without paying a commission. If M Partners introduces investors for these separate financings, the Company has agreed to pay M Partners a commission of 8%.

� The Company may additionally raise an unlimited amount from non-Canadian investors, but has agreed to pay M Partners a fee on the aggregate proceeds equal to:

o 4% for non-institutional investors on any amount over approximately $280,000 (CDN $350,000) every 60 days, less any financing received by the Company from Canadian investors; and

o 8% for institutional investors.

General

� If the Company enters into an agreement or makes a public announcement to sell all or substantially all of the assets of the Company or enter into a merger, amalgamation, arrangement, reorganization, takeover-bid or other business combination with a third party or other similar transaction prior to completing the Financing, the Company agrees to reimburse M Partners expenses incurred in connection with the Financing, plus a fee of approximately $50,000.

� M Partners has a right of first refusal to act as the Company's agent in any financing transaction undertaken by the Company or its subsidiaries for a period of 12 months following the closing of the Financing.

� M Partners may terminate the Agreement if it is not satisfied with its due diligence of the Company, if a material change in the management of the Company occurs, if the Company is in breach of a material term or if the Financing is not completed within 6 months of the execution of the Agreement.

� The Company may terminate the Agreement if M Patterns has not completed the Financing within 6 months of the execution of the Agreement with no penalty.

� The Company may terminate before the completion of the Financing and before 6 months have elapsed from the execution of the Agreement if reimburses M Partners expenses incurred in connection with the Financing, plus a fee of approximately $50,000.

� If the Company terminates the Agreement and completes a non-brokered financing from any person referred by M Partners within a period of 180 days after termination of the Agreement, the Company shall pay M Partners a commission of 8% of the gross proceeds, which shall be due and payable upon closing of any such financing.

� If the Company terminates the Agreement, and within a period of 120 days it enters into a sponsorship agreement with a different agent, it shall be obligated to pay to M Partners the sponsorship fee of approximately $36,000 (CDN$45,000)(less the $8,000 retainer fee). This fee shall be payable to M Partners upon completion of the Company's listing on the TSXV.

Separate Financing

On November 30, 2008 the Company issued 1,200,000 units at $0.25 per unit to various investors for total consideration of $295,000 and 40,000 units to a consultant for services valued at $10,000. Each unit consists of one share of the Company's common stock and one non-transferrable half-warrant to purchase an additional share of the Company's common stock at an exercise price of $0.50 per share.

The warrants will expire on the earlier of:

(i) 24 months from the date of issuance of the warrant certificate;

or

(ii) five business days after the Company's common stock trades, at least one time per day, on the FINRA Over the Counter Bulletin Board at a price at or above $0.80 per share for seven consecutive trading days.