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Date:
November 3, 2008
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MANTRA
VENTURE GROUP LTD.
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| By: /s/ Larry Kristof | |
| Larry Kristof | |
| Director, President and Chief Executive Officer |
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A.
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Mantra
Venture Group Ltd. (“Mantra”) is a corporation duly organized under the
laws of the State of Nevada, having been formed on January 22, 2007 under
the name Mantra Venture Group Ltd.;
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B.
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The
authorized capital stock of Mantra consists of 100,000,000 common shares
and 20,000,000 preferred shares with par value of
$0.00001.
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C.
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The
Shareholders of Mantra deem it advisable for the general welfare and
advantage of Mantra and its members that Mantra convert from a Nevada
corporation into a British Columbia corporation pursuant to this plan and
pursuant to the applicable provisions of the laws of the Province of
British Columbia.
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1.
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CONVERSION TO BRITISH COLUMBIA CORPORATION.
At Effective Time of Conversion, Mantra shall cease to be a Nevada
corporation and shall become a British Columbia corporation. The
“Effective Time of Conversion” shall be that date on which the Articles of
Conversion substantially in the form of Exhibit “1”, which is attached
hereto and incorporated herein by reference for all purposes, are filed in
the office of the Nevada Secretary of State, all after satisfaction of the
respective requirements of the applicable laws of said states prerequisite
to such filings.
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2.
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MANTRA TO REMAIN IN AND CONTINUE EXISTENCE.
Following the conversion, Mantra shall continue in existence. Following
the conversion, Mantra shall be a company duly formed and in existence
pursuant to the
Business
Corporations Act (British Columbia)
(“BCBCA”).
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3.
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GOVERNING LAW: ARTICLES OF INCORPORATION.
At all times during and after the Conversion, Mantra shall be governed by
the laws of the Province of British Columbia, and by the terms of the
Articles of Incorporation, attached to the Articles of Conversion as
Exhibit “1”, which will be filed with the British Columbia Registrar of
Corporations.
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4.
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BYLAWS.
At Effective Time of Conversion,
the bylaws of Mantra shall be adopted to comply with the British Columbia
law.
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5.
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DIRECTORS AND OFFICERS OF SURVIVING
CORPORATION.
The Board of Directors and the officers of Mantra
shall remain the same following the conversion, and such directors and
officers are as follows:
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6.
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EFFECT OF CONVERSION.
At the Effective Time
of Conversion, Mantra, as a British Columbia company, shall succeed to,
without other transfer, and shall possess and enjoy all the rights,
privileges, immunities, powers, and franchises both of a public and a
private nature, and be subject to all the restrictions, disabilities, and
duties of Mantra as a Nevada corporation, and shall own all property,
real, personal, and mixed, and shall be obliged for all prior debts of
Mantra, a Nevada corporation, on whatever account, and all rights of
creditors and all liens upon any property of Mantra shall be preserved
unimpaired, and all debts liabilities, and duties of Mantra, as a Nevada
corporation, shall attach to Mantra, as a British Columbia company, and
may be enforced against it. No shareholder shall, as a result of this
conversion, become personally liable for the liabilities or obligations of
the converted entity.
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7.
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ACCOUNTING MATTERS.
The assets and
liabilities of Mantra, a Nevada corporation, as of the Effective Time of
Conversion, shall be recorded on the books of Mantra, a British Columbia
company, in the amounts at which they were carried at that time on the
books of Mantra, a Nevada
corporation.
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8.
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APPROVAL OF SHAREHOLDERS: FILING ARTICLES OF
CONVERSION.
The Conversion was submitted to the shareholders of
Mantra as provided by law, and the Plan was adopted by the Directors after
shareholder approval, and the Articles of Conversion in substantially the
form attached hereto as Exhibit “1” shall be signed and delivered to the
British Columbia Registrar of Companies office pursuant to the BCBCA and
to the Nevada Secretary of State pursuant to the Nevada Revised
Statues.
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9.
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CONSTRUCTION.
The captions and sections of
this Plan are for convenience of reference only and shall not affect the
meaning or construction of any of the terms or provisions of this Plan.
Whenever the context so requires, all words used herein in any gender
shall include the masculine, feminine, and neuter gender, all singular
words shall include the plural, and all plural works shall include the
singular.
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10.
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GOVERNING LAW.
To the extent not otherwise
stated, this Plan shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the State of Nevada, as
applicable.
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11.
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FURTHER DOCUMENTS.
From time to time, as
and when necessary, the President of Mantra shall execute and deliver, or
cause to be executed and delivered, all such deeds and instruments, and to
take, or cause to be taken, such further or other action as he may deem
necessary or desirable, in order to vest in and confirm to Mantra, as a
Nevada corporation, title to, and possession of, any property of Mantra
acquired prior to the conversion, and otherwise to carry out the intent
and purpose hereof, and the directors of Mantra and the proper officers
and directors of Mantra are fully authorized, in the name of Mantra or
otherwise, to take any and all such
action.
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