BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR THE ARTICLES OF INCORPORATION OF
MANTRA VENTURE GROUP LTD.
(A NEVADA CORPORATION)
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of the business of the corporation is
hereby fixed and located at 1205-207 West Hastings Street, Vancouver, BC, V6B 1H7. The board of directors
is hereby granted full power and authority to change said principal office from one location to another.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the board of
directors at any place or places where the corporation is qualified to do business.
Meetings of Shareholders
Section 1. MEETING PLACE. All annual meetings of shareholders and all other meetings of shareholders shall
be held either at the principal office or at any other place within or without the State of Nevada which may be
designated either by the board of directors, pursuant to authority hereinafter granted to said board, or by the
written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with
the Secretary of the corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of shareholders shall be held on the 1st day of
December each year, at the hour of 10:00 o'clock a.m. of said day commencing with the year 2007, provided,
however, that should said day fall upon a legal holiday then any such annual meeting of shareholders shall be held
at the same time and place on the next day thereafter ensuing which is not a legal holiday. The board of directors
of the corporation shall have the power to change the date of the annual meeting as it deems appropriate.
Written notice of each annual meeting signed by the president or a vice president, or the secretary, or an assistant
secretary, or by such other person or persons as the directors shall designate, shall be given to each shareholder
entitled to vote thereat, eithe