SecProbe.io

CORRESP
1
filename1.htm

    UNITED
                                         STATES

                                                SECURITIES
AND EXCHANGE COMMISSION

                                                WASHINGTON, D.C. 20549

Mail
Stop 3030

July
24, 2017

Via
E-mail

Roger
Ponder

Chief
Executive Officer

Mantra
Venture Group Ltd.

#1562
128th Street

Surrey,
British Columbia, Canada V4A 3T7

    Re:
    Mantra Venture
    Group Ltd.

    Amendment No. 2 to Preliminary
    Proxy Statement on Schedule 14A

    Filed July 18, 2017

File No. 000-53461

Dear
Mr. Ponder:

We
have limited our review of your filing to the issues we have addressed in our comments. In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.

Please
respond to these comments within ten business days by providing the requested information or advise us as soon as possible when
you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After
reviewing your response to these comments, we may have additional comments.

Proposal 1, page 2

 1. Revise
                                         to address the potential dilutive and anti-takeover effects of the amendment.

 2. Address
                                         whether your Board has any plans to designate a class of preferred stock. Also, tell
                                         us whether you have any plans, arrangements or understandings regarding the issuance
                                         of any preferred stock that the Board may designate. See Schedule 14A Items 11 and 13.

We
remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Please
contact Caleb French at (202) 551-6947 or me at (202) 551-3617 with any questions.

    Sincerely,

    /s/ Russell Mancuso

    Russell
    Mancuso

    Branch
    Chief Office
    of Electronics and Machinery

    cc:
    Gene Levin, Esq.

    Pryor Cashman LLP

BY
EDGAR

July
31, 2017

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E., Mail Stop 4546

Washington,
D.C. 20549

    Attn:
    Geoff
    Kruczek

    Re:
    Mantra Venture
    Group Ltd.

    Preliminary Proxy
    Statement on Schedule 14A

    Filed May 25, 2017

    File No. 000-53461

Dear
Mr. Kruczek:

On
behalf of our client, Mantra Venture Group Ltd., a British Columbia corporation (the “Company”), we hereby
submit this letter in response to the comments set forth in that certain letter dated July 24, 2017 (the “Comment Letter”)
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
to the Company relating to Preliminary Proxy Statement on Schedule 14A that the Company filed with the Commission on May 25, 2017
(File No. 000-53461) (the “Proxy Statement”). The headings and numbered paragraphs of this letter correspond
to the headings and paragraph numbers contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced
the text of the Staff’s comments in italics below.

Proposal
1, page 1

    1.
    Revise
    to address the potential dilutive and anti-takeover effects of the amendment.

Response

In
response to the Staff’s comments, the Company has amended the Proxy Statement to address the potential dilutive and anti-takeover
effects of the amendment.

    2.
    Address
    whether your Board has any plans to designate a class of preferred stock. Also, tell us whether you have any plans, arrangements
    or understandings regarding the issuance of any preferred stock that the Board may designate. See Schedule 14A Items 11 and
    13.

Response

In
response to the Staff’s comments, the Company has amended the Proxy Statement to reflect the terms of a class
of Preferred Stock to be issued following the authorization of the proposed amendment to the Company’s Articles, as required
by Schedule 14A Item 11. With respect to Schedule 14A Item 13, the Company has noted in the amended Proxy Statement that the material
required thereby is available in the Company’s annual report for the year ended May 31, 2016 filed on Form 10-K, as supplemented
by quarterly reports on Form 10-Q with respect to each fiscal quarter through February 28, 2017.

If
you have any further questions or comments, or would like to discuss this response letter or the amended Proxy Statement, please
feel free to call me at (212) 326-0820.

    Sincerely,

    /s/
    M. Ali Panjwani

    M. Ali Panjwani

    Pryor Cashman LLP

    cc:
    Larry Sands, Mantra
    Venture Group Ltd.

    Gene Levin, Pryor
    Cashman LLP