High Wire Networks Inc (HWNI)

[$UPERMAN]

On April 25, 2017, Mantra Venture Group Ltd. (the “ Company ”) entered into and closed on an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with InterCloud Systems, Inc. (“ InterCloud ”), a Delaware corporation. Pursuant to the terms the Asset Purchase Agreement, InterCloud agreed to sell, and the Company agreed to purchase (the “ Asset Sale ”), 80.1% of the assets associated with InterCloud’s “AW Solutions” business (the “ Business ”) including, but not limited to, fixed assets, real property, intellectual property, and accounts receivables (collectively, the “ Assets ”). The Business provides professional, multi-service line, telecommunications infrastructure and outsource services to the wireless and wireline industry.



~~~~~LET ME REMIND THAT THIS IS A MANTRA VENTURE GROUP MVTG FILING:~~~~~

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Asset Purchase Agreement, Patrick Dodd, Jonathan Boughen and Larry Kristof resigned as members of the Company’s board of directors (the “ Board ”)
and Keith Hayter and Roger Ponder were appointed to the Company’s Board, effective as of the consummation of the Asset Sale.
Each of the members of the Board will serve until the Company’s 2017 annual meeting of shareholders or until his earlier death, resignation or removal


Pursuant to the Asset Purchase Agreement and in order to accommodate the appointment of the new directors,
each of Patrick Dodd, Jonathan Boughen and Larry Kristof delivered a resignation letter pursuant to which he resigned from the Board upon consummation of the Asset Sale.
These resignations were required under the Asset Purchase Agreement and were not the result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

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