TABLE OF CONTENTS

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PART I

INTRODUCTION

Abbreviations

Throughout this document, Micromem Technologies Inc. and/or its affiliates are referred to as “Micromem”, the “Company”, “we”, “us” or “our”.

Forward Looking and Cautionary Statements

This Form 20-F contains certain forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the business of our companyCompany and the industry in which we operate, our management's beliefs, and assumptions made by our management. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks” and “estimates,” variations on such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Our actual results could differ materially from those expressed or forecasted in these forward-looking statements as a result of certain factors, including those set forth under Item 3-Key Information – Risk Factors and elsewhere in this Form 20-F.

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

Fiscal Years 2019, 2018, 2017, 2016 2015, 2014 and 20132015

The following table sets forth our selected consolidated financial data in United States dollars as of and for each of the fiscal years ended October 31, 2019, October 31, 2018, October 31, 2017, October 31, 2016 October 31, 2015, October 31, 2014 and October 31, 2013.2015. The selected consolidated financial data has been derived from our audited consolidated financial statements. All information contained in the following table should be read in conjunction with our audited consolidated audited financial statements and the notes thereto in “Item 18-Financial Statements” and "Item 5 - Operating and Financial Review and Prospects” included elsewhere in this Annual Report on Form 20-F.

Our consolidated financial statements for the years ended October 31, 2019, 2018, 2017, 2016 2015, 2014 and 20132015 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

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International Financial Reporting Standards

Selected balance sheet information
(all (all amounts in U.S. dollars)

Selected statement of operations and deficit information (all amounts in U.S. dollars)

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Currency and Exchange Rates

Our financial statements are all expressed in United States dollars. All other financial data appearing in this Form 20-F20- F are expressed in United States dollars with the exception of certain limited cases when reference is made to instruments denominated in Canadian dollars (“CDN $”).

Transactions that were conducted in Canadian dollars or other foreign currencies have been converted into United States dollars using the 3 month average rate of exchange per quarter which rate approximates the rate of exchange prevailing at the date of such transactions. Monetary assets and liabilities denominated in Canadian dollars or other foreign currencies but expressed in this Form 20-F in United States dollars have been converted into United States dollars at the rate of exchange prevailing on the date of the applicable financial statement. Non monetary assets and liabilities denominated in Canadian dollars but expressed in this Form 20-F in United States dollars have been converted into US dollars at the historical exchange rate at the date of the transaction.

The following table sets forth, for the periods indicated, the high, low, end of period and average for period noon buying rates as published by the Bank of Canada, as expressed in the amount of U.S. Dollars equal to one Canadian dollar.

The following table sets forth, for each period indicated, the high and low exchange rates for United States dollars expressed in Canadian dollars on the last day of each month during such period, based on the Noon Buying Rate.

On February 28, 201824, 2020 the noon buying rate for one Canadian dollar, as quoted by the Bank of Canada, was CDN $1.2809$1.3279 = U.S. $1.00.

B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

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D.Risk Factors

We and our investors face a number of risks, which are described below.

Risk Factors Related to Our Business

The financial statements of our companyCompany have been prepared on a going concern basis.

We have prepared our financial statements on a “going concern” basis which presumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future.

Our ability to continue as a going concern is dependent upon the successful commercialization of our sensor technology platforms that we currently have under development with our industry partners. Ultimately we must achieve a profitable level of operation through licensing fees, royalties and the commercial sale of our products. We will require additional financing in the interim to fund our activity.

Our consolidated financial statements, which have been prepared on a going concern basis, do not include any adjustments to the amounts and classifications of the assets and liabilities that might be necessary should we be unable to continue in business. If the going concern assumption was not appropriate for our financial statements then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

At October 31, 20172019 we had $9,189$46,056 cash on hand. Our working capital position is ($3,865,390)4,301,324) at October 31, 2017.2019. Subsequent to October 31, 2017,2019, through to the date of the filing of this Annual Report on Form 20-F, we have raised an additional $576,936$411,891 through the issuance of convertible debentures (includes 2 Canadian denominated debentures for $310,000 CDN ($245,136 USD) and 3 USD denominated debentures for $331,800) and 5 $ CDN denominated$402,161 through eleven private placements for $261,000 CDN ($207,060 USD). Additionally, we collected $340,857 from development partners with respect to our ongoing joint product development projects.placements.

We currently have no operating revenue.

We have not yet reported commercial revenues from licensing fees, royalties or product sales. If we fail to enter into license agreements or if we do not obtain purchase orders from potential customers, we will have no revenues. If we enter into such agreements the amount of the revenues we receive will depend on the terms we are able to secure from each licensee and the ability of licensees to compete in their particular market.

There are market risks relating to the sale of our sensor technology platforms.

We continued to develop applications of our magnetic sensor technology in 20172019 working with our technical advisors and our strategic development partners. We are pursuing joint development agreements with potential strategic partners with the expectation that we will jointly develop sensor applications for use by these potential strategic partners. We believe that these current initiatives will result in revenues and cash flow to the Company in the future but there can be no assurance when and if such revenues will be achieved.

We may face competition from larger corporations which also sell sensor technology and who have greater financial resources than the Company.

Our success will in part be determined by the following factors which have not yet been fully and completely tested nor measured: the ability of manufacturers to incorporate the technology into existing manufacturing capabilities without significant retooling and material costs, price competitiveness and the differential performance advantages of our technology.

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Additionally our ability to compete successfully will depend on elements outside of our control, including the rate at which customers incorporate our technology into their products, the success of such customers in selling those products, our protection of our intellectual property, the number, nature and success of our competitors and their product introductions and general market and economic conditions. Our success will depend on our ability to protect our intellectual property, to develop, introduce, and license or sell in a timely manner our technology or products incorporating our technology and to compete effectively on the basis of factors such as speed, density, die size and power consumption.

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Failure to secure continued financing will cause our business to suffer.

Since there is no assurance that commercial revenues will be realized in future, we will need additional financing to continue our development and to successfully market our technology to potential licensees and strategic partners.

There can be no assurance that we will be able to continue to raise sufficient financing in the future and the failure to do so would affect our ability to further develop our technology platforms and to market our products to existing and new potential customers.

Because much of our success and value depends on our ownership and use of intellectual property, our failure to protect our property could adversely affect our future growth and success.

Our success will depend on our ability to protect our intellectual property. We rely primarily on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods to protect our proprietary technology and processes. Despite our efforts to do so, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology, develop similar technology independently or design around our patents. Policing unauthorized use of our products is expensive and difficult, and we cannot be certain that all required steps we have taken will prevent misappropriation or infringement of our intellectual property.

Intellectual property claims against us, no matter how groundless, could cause our business to suffer.

Our future success and competitive position depend in part on our ability to retain rights to our technology, including any improvements that may be made on that technology from time to time by us or on our behalf. OurCertain of our technology is patented or is subject to pending patent applications in the United States and abroad and we know of no challenge that has been made either against our technology or our rights to it. We have no reason to believe that any such challenge might be made or that the grounds for any such challenge exist. If any intellectual property litigation were to be commenced against us, no matter how groundless, the result could be a significant expense to us, adversely affecting further development, licensing and sales, diverting the efforts of our technical and management personnel and, in the event of an adverse outcome, damages and possible restrictions on the further development, licensing and use of our technology. There can be no assurance that any of our outstanding pending patent applications will be issued as patents or that any issued patent will not be determined to be invalid at a later date.

We have a history of losses, and we may continue to generate losses in future.

To date, we have operated as a product development company and have not been profitable. Unless and until we are able to successfully commercialize our technology applications, we may not be able to generate sufficient revenues in future periods and we may not be able to attain profitability.

The further development of our sensor technology may require significant additional capital which we may have to fund directly if we are unable to secure financing from development partners. Therefore, we may incur expenses without receiving equal and offsetting revenues at least until we are able to license our technology to third parties. This may result in net operating losses until we can generate an acceptable level of revenues. Further, even if we achieve operating revenues, there can be no assurance that such revenues will be sufficient to fund continuing operations.

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The likelihood of the success of our business plan must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early stage businesses and the competitive environment in which we operate.

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We will be dependent upon the success of a limited range of products.

The range of products we intend to commercialize is currently limited to applications of our sensor technology. If we are not successful in commercializing our technology platforms, or if there is not adequate demand for such technology or the market for such technology develops less rapidly than we anticipate, we may not have the capability to shift our resources to the development of alternative products on a timely basis. This could limit future revenues and profitability.

We may not realize income from the licensing of our technologies if our licensees fail to commercialize the products that incorporate these technologies.

In order to generate revenues from our sensor technology platforms, we will need to enter into licensing arrangements with third parties who can integrate our technology into products that will gain acceptance in the market. We have not yet entered into any licensing agreements, and there is no assurance that we will be able to do so on acceptable terms in future. To the extent we are successful in licensing our technology; in general we will seek upfront payments plus ongoing royalties based on anticipated commercial sales of the products into which our technology is incorporated. Our ability to realize royalties will thus depend upon the successful manufacture and commercialization of such products, which will be primarily within the control of the licensee. There is no assurance that such licensees will be successful in marketing and selling such products. In addition, licensees could decide to delay or discontinue the commercialization of products for financial or other business reasons. Even if our licensees succeed in developing products that incorporate our technology, in all likelihood a significant amount of development and testing will be required before such products can be introduced to market. Therefore we may not receive royalty income for a substantial period following the commencement of any licensing arrangements. If our licensees are unable to commercialize products on a timely basis, they may lose market share to competing or alternative technologies. Any failure by the companies to which we license our technologies to successfully develop marketable products would have an adverse effect on our future royalty payments and financial condition.

In order to commercialize our future products, we will need to establish a sales and marketing capability.

At present, we have limited sales and marketing capability and our financial resources have been limited. We will need to add marketing and sales expertise and must also develop the necessary supporting distribution channels. Although we believe we can build the required infrastructure either in-house or through strategic relationships, we may not be successful in doing so. Failure to establish a sales force and distribution network would have an adverse effect on our ability to grow our business.

We depend on key personnel.

Our senior managers and employees are Joseph Fuda, who serves as our Chief Executive Officer; Steven Van Fleet, who has primary responsibility for business development and who serves as President of our wholly-owned subsidiary, Micromem Applied Sensor Technology Inc (MAST)Officer, and Dan Amadori, who serves as our Chief Financial Officer. We have engaged the services of several engineering/technical consulting firms to assist in converting our development efforts to commercialization. Our success depends on our ability to retain certain of our senior management and key technical personnel, our ability to attract and retain additional highly skilled personnel in the future and to maintain our working relationships with our engineering and technical consulting firms with whichto whom we subcontracthave historically subcontracted our development work.

Steven Van Fleet resigned as President of our wholly-owned subsidiary, Micromem Applied Sensor Technologies, Inc. (MAST) in August 2018. Micromem has engaged other consultants since September 2018 to assist the Company after Mr. Van Fleet’s departure. There can be no assurances that such efforts will be successful.

We are currently engaged in a lawsuit with a former officer and director of the Company.

On October 7, 2018, the former President of MAST, Mr. Steven Van Fleet, filed a lawsuit against Micromem and MAST in New York State Supreme Court, Dutchess County. In the action, Mr. Van Fleet is seeking payment of $214,574 plus interest relating to alleged remuneration and expense reimbursements due to him prior to his resignation as an officer and director of Micromem and MAST on August 17, 2018. The Company answered the complaint December 7, 2018 by denying the material allegations in Mr. Van Fleet’s claims. In addition, the Company interposed 7 counterclaims against Mr. Van Fleet seeking, among other things: (i) damages of not less than $2.75 million, (ii) specific performance to compel Mr. Van Fleet to comply with his contractual obligations which were required for the period of time that he served as an officer and director through to his resignation date; (iii) repayment of certain salary and expenses paid to Mr. Van Fleet; (iv) a direction for Mr. Van Fleet to turn over all Company property in his possession or control; and (v) an accounting to determine all money and property belonging to the Company and/or MAST. On January 24, 2019, the Company amended its original answer and counterclaims to include, among other things, a demand for additional damages. On February 8, 2019 Mr. Van Fleet, through his counsel, replied to and denied the material allegations in Micromem’s counterclaims. The Company reports an accrual of $205,788 at October 31, 2019 with respect to alleged remuneration and expense reimbursements claimed by Mr. Van Fleet but, nonetheless, has denied the allegations in Mr. Van Fleet’s claims. This matter remains as a contingency at February 24, 2020. See Note 18(b) to our Financial Statements in Item 18 of this Annual Report.

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A depressed oil and gas sector could place our development projects at risk.

Certain of our development partners are engaged primarily in the oil and gas sector. If market conditions are depressed for this sector, there is a risk that such companies could defer or cancel previously established capital expenditure programs or product development initiatives. If these situations arose with our development partners in this sector, our related development projects could be at risk of delays or cancellation.

We may be materially affected by global economic, political and political conditions.other conditions beyond our control.

Our ability to generate revenue may be adversely affected by uncertainty in the global economy and could also be affected by unstable global political conditions. TerroristHealth epidemics, terrorist attacks or acts of war could significantly disrupt our operations and the operations of our future customers, suppliers, distributors, or resellers. We cannot predict the potential impact on our financial condition or our results of operations should such events occur.

We may be materially affected by rapid technological change and evolving industry standards.

Short product life cycles are inherent in high-technology companies due to rapid technological change and evolving industry standards. Our future financial condition and results of operations depend on our ability to respond effectively to these changes. There can be no assurance that we will be able to successfully do so or adapt our current products to new technologies or new industry standards. In addition, our customers may be reluctant to adopt new technologies and standards or they may prefer competing technologies and standards. Because the technology market changes so rapidly, it is difficult for us to predict the rate of adoption of our technology.

We may be materially affected by risks associated with new product development.

Our new product development is complex and requires us to investigate and evaluate multiple alternatives, as well as plan the design and manufacture of those alternatives selected for further development. Our development efforts could be adversely affected by hardware and software design flaws, product development delays, changes in operating systems and changes in industry standards. The manufacturing of new products involves integrating complex designs and processes, coordinating with suppliers for parts and components and managing manufacturing capacities to accommodate forecasted demand. If we are not successful in meeting these requirements, this could adversely affect our ability to introduce new products on a timely basis.

Our operations may be materially affected by the risks associated with the continued developments and protection of our intellectual property.

There can be no assurance that we will be able to continue to develop new intellectual property or that we will continue to have it developed for us. We rely on a combination of U.S. patent, copyright, trademark, and trade secret laws to protect our intellectual property rights. We have decided to filepreviously filed patent and trademark registration applications with certain foreign governments butgovernments; in 2019 we abandoned certain of these foreign applications. We may not have appropriate coverage in all jurisdictions where we may sell or license our product in future.

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We enter into confidentiality and non-disclosure agreements relating to our intellectual property with our employees and consultants. Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain or use our intellectual property. Monitoring the unauthorized use of our intellectual property is difficult and we cannot be certain that we will be able to adequately protect our intellectual property in the future.

There are foreign exchange risks associated with our Company.

Because we have historically raised funds in both U.S. and Canadian markets and a portion of our costs are denominated in Canadian dollars, our funding is subject to foreign exchange risks. A decrease in the value of the U.S. dollar relative to the Canadian dollar could affect our costs and potential future profitability. We do not currently hold forward exchange contracts or other hedging instruments to exchange foreign currencies for U.S. dollars so as to offset potential currency rate fluctuations.

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Risk Factors Related to Our Common Shares

Our stock is subject to the penny stock regulations, which may discourage brokers from effecting transactions in the stock and adversely affect the stock's market price and liquidity.

Our common shares constitute “penny stock” under applicable regulations of the Securities and Exchange Commission. The penny stock regulations impose significant restrictions on brokers who sell penny stock to persons other than established customers and institutional accredited investors. Broker-dealers participating in sales of our stock will be subject to the so called “penny stock” regulations covered by Rule 15g-9 under the Exchange Act. Under the rule, broker-dealers must furnish to all investors in penny stocks a risk disclosure document required by the rule, make a special suitability determination of the purchaser and have received the purchaser's written agreement to the transaction prior to the sale. The penny stock regulations may discourage brokers from effecting transactions in the common shares. This would decrease market liquidity, adversely affect market price and make it difficult for you to use the common shares as collateral.

The rights of our shareholders may differ from the rights typically afforded to shareholders of a U.S. corporation.

We are incorporated under the Business Corporations Act (Ontario), also referred to herein as the OBCA. The rights of holders of our common shares are governed by the laws of the Province of Ontario, including the OBCA, by the applicable laws of Canada, and by our Articles of Incorporation and all amendments thereto, also referred to herein as the Articles, and our By-laws. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. The principal differences include without limitation the following:

Under the OBCA, we have a lien on any common share registered in the name of a shareholder or the shareholder's legal representative for any debt owed by the shareholder to us. Under U.S. state law, corporations generally are not entitled to any such statutory liens in respect of debts owed by shareholders.

With regard to certain matters, we must obtain approval of our shareholders by way of at least 662/66 2/3% of the votes cast at a meeting of shareholders duly called for such purpose being cast in favor of the proposed matter. Such matters include without limitation: (a) the sale, lease or exchange of all or substantially all of our assets out of the ordinary course of our business; and (b) any amendments to our Articles including, but not limited to, amendments affecting our capital structure such as the creation of new classes of shares, changing any rights, privileges, restrictions or conditions in respect of our shares, or changing the number of issued or authorized shares, as well as amendments changing the minimum or maximum number of directors set forth in the Articles. Under U.S. state law, the sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation generally requires approval by a majority of the outstanding shares, although in some cases approval by a higher percentage of the outstanding shares may be required. In addition, under U.S. state law, the vote of a majority of the shares is generally sufficient to amend a company's certificate of incorporation, including amendments affecting capital structure or the number of directors. Under certain circumstances the board of directors may also have the ability to change the number of directors under U.S. state law.

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Pursuant to our By-laws, two persons present in person or represented by proxy and each entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of shareholders. Under U.S. state law, a quorum generally requires the presence in person or by proxy of a specified percentage of the shares entitled to vote at a meeting, and such percentage is generally not less than one-third of the number of shares entitled to vote.

Under rules of the Ontario Securities Commission, a meeting of shareholders must be called for consideration and approval of certain transactions between a corporation and any “related party” (as defined in such rules). A “related party” is defined to include, among other parties, directors and senior officers of a corporation, holders of more than 10% of the voting securities of a corporation, persons owning a block of securities that is otherwise sufficient to affect materially the control of the corporation, and other persons that manage or direct, to a substantial degree, the affairs or operations of the corporation. At such shareholders' meeting, votes cast by any related party who holds common shares and who has an interest in the transaction may not be counted for the purposes of determining whether the minimum number of required votes have been cast in favor of the transaction. Under U.S. state law, a transaction between a corporation and one or more of its officers or directors can generally be approved either by the shareholders or a by majority of the directors who do not have an interest in the transaction. Corporations that are listed on a U.S. securities exchange or are quoted on Nasdaq may also be required to have transactions with officers and directors and other related party transactions reviewed by an audit committee comprised of independent directors.

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There is no limitation imposed by our Articles or other charter documents on the right of a non-resident to hold or vote our common shares. However, the Investment Canada Act , also referred to herein as the Investment Act, as amended by the World Trade Organization Agreement Implementation Act, also referred to herein as the WTOA Act, generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,” as defined in the Investment Act, unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be a net benefit to Canada. An investment in our common shares by a non-Canadian would be reviewable under the Investment Act if it were an investment to acquire direct control of Micromem, and the value of our assets were CDN $5.0 million or more. However, an investment in our shares by a national of a country (other than Canada) that is a member of the World Trade Organization or has a right of permanent residence in such a country (or by a corporation or other entity that is a “WTO Investor-controlled entity” pursuant to detailed rules set out in the Investment Act) would be reviewable at a higher threshold of CDN $344 million in assets, except for certain economic sectors with respect to which the lower threshold would apply. A non-Canadian, whether a national of a WTO member or otherwise, would acquire control of Micromem for purposes of the Investment Act if he or she acquired a majority of our common shares. The acquisition of less than a majority, but at least one-third of our common shares, would also be presumed to be an acquisition of control of Micromem, unless it could be established that Micromem was not controlled in fact by the acquirer through the ownership of voting shares. The United States is a WTO Member for purposes of the Investment Act. Certain transactions involving our common shares would be exempt from the Investment Act, including:

• • an acquisition of our common shares if the acquisition were made in connection with the person's business as a trader or dealer in securities;

• • an acquisition of control of Micromem in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and

• • an acquisition of control of Micromem by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control of Micromem, through the ownership of voting interests, remains unchanged. Under U.S. law, except in limited circumstances, restrictions generally are not imposed on the ability of non- residents to hold a controlling interest in a U.S. corporation.

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U.S. shareholders may not be able to enforce civil liabilities against us.

Micromem is incorporated under the laws of the Province of Ontario. Additionally, a number of our directors and executive officers are non-residents of the U.S., and all or a substantial portion of the assets of such persons are located outside the U.S. As a result, should any investor commence an action in the U.S. against Micromem or its directors or executive officers, Micromem or its directors or officers, as the case may be, may be able to insist that any action against them take place in the jurisdiction of the Province of Ontario. In addition, if an investor were to obtain a U.S. judgment against Micromem or its directors or executive officers, there is doubt as to the enforceability of such U.S. judgment in Canada.

We do not anticipate paying dividends.

We have never paid a dividend on our securities and we do not anticipate paying dividends in the foreseeable future.

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We may need to issue additional securities which may cause our shareholders to experience dilution.

Our Board of Directors has the authority to issue additional common shares, without par value, or other of our securities without the prior consent or vote of our shareholders. The issuance of additional common shares would dilute the proportionate equity interest and voting power of our shareholders.

The price of our common shares and volume of our common shares may be volatile.

Our shareholders may be unable to sell a significant number of our common shares on the OTCQB without a significant reduction in the market price of the shares.

Furthermore, there can be no assurance that we will be able to meet the listing requirements of, or achieve listing on, any other stock exchange. The market price of the common shares may be affected significantly by factors such as fluctuations in our operating results, announcements of technological innovations or new products by us or our competitors, action by governmental agencies against us or the industry in general, developments with respect to patents or proprietary rights, public concern as to the safety of products developed by us or others, the interest of investors, traders and others in public companies such as ours and general market conditions. In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small capitalization companies, have experienced fluctuations which have not necessarily been related to the operating performance, underlying asset values or business prospects of such companies.

Micromem is a corporation formed under the laws of the Province of Ontario, Canada, with principal executive offices at 121 Richmond Street West, Suite 304, Toronto, Ontario M5H 2K1 (416.364.6513). Micromem was incorporated on October 21, 1985 as Mine Lake Minerals Inc. We subsequently changed our name to Avanti Capital Corp. on June 23, 1988, to Avanti Corp International Inc. on April 30, 1992 and to Micromem Technologies Inc. on January 11, 1999 in connection with our acquisition of Pageant Technologies Incorporated, also referred to herein as Pageant International. Our website address iswww.micromeminc.com. The information on our website is not part of this Annual Report on Form 20-F. We have included our website address in this document as an inactive textual reference only.

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The Evolution of Micromem from Memory to Sensor Based Client Solutions

Micromem Applied Sensors Technologies, Inc., our wholly-owned subsidiary (“MAST”) was incorporated in 2008 in the State of Delaware. MAST was formed in connection with a contract with BAE Systems in Nashua, New Hampshire. BAE Systems is a Department of Defense trusted facility, which can only do business with U.S. entities (ITAR regulations). BAE Systems’ interest was in the potential to utilize our MRAM technology in a radiation-hardenedradiation- hardened environment for military applications. At the time of contract, Micromem had not taken the MRAM from the university research environment into a foundry, so the initial contract with BAE Systems was to use the patented MRAM design and manufacture and deliver a memory cell from a GaAs foundry. During this work it was determined that the Hall sensor, which was integral to the MRAM design, had several performance characteristics that by itself, as a product, would potentially create value for MAST.

Frost & Sullivan was contracted by MAST in 2009 to assess the market opportunities for a late entry into the Hall sensor market. The Hall sensor market in 2009 was robust at an estimated $1.9 billion USD. The market barriers were: mature market, declining margins and heavy competition. A decision was taken to not enter the Hall sensor component market for the above reasons. A decision was taken to explore the market opportunities associated with creating unique sensor based solutions that revolved around our patented Hall sensor technology. The MRAM go forward strategy remained with Micromem.

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An outside marketing firm was hired to promote the Company. It was quickly learned that the uniqueness of our products made a traditional marketing firm relationship ineffective and that relationship was terminated. Promotion of the Company reverted back to the development of a MAST website and word of mouth marketing at regional technical conferences. Through these endeavors, a decision was taken to internally develop, at our own cost, proof of concepts for products that we had gleaned, through our marketing efforts, to have potential market value. These included a magnetic gold sensor for drilling plug analysis, an oil condition sensor for automotive use and an oil/gas aerial exploration platform. Provisional patents were created on this work.

A potential revenue-generating opportunity emerged in August 2010 when Lux Research contacted us on behalf of their client, a world leader in oil production. They were looking for companies that could create extremely small foot print magnetic sensor solutions for down hole use in production oil fields. MAST was subsequently engaged by this client to develop a sensor platform for detecting four nanometer magnetic particles in a flowing oil stream at a concentration less than 1 ppb. Another revenue generating opportunity came in 2011 from GSI Westwind, a supplier for high speed air bearing motors. MAST replaced the incumbent Hall sensor supplier and delivered a unique circuit board form factor that incorporated the smallest Hall sensor in the world.

It became clear at this point in the genesisdevelopment of the Company that MAST had to find an effective means to disseminate its message to a larger market audience. It was now evident that a significant market space existed for companies that could leverage MEMS/Nano fabrication methodologies to create unique combinations of sensors to provide new solutions to business problems. In 2011 MAST became aware of the NineSigma Open Innovation model. Nine sigma’sSigma’s core services connect innovation-seeking companies to the best solutions, capabilities and partners around the world. MAST's relationship with NineSigma has provided us common ground access to the Global Fortune 1000 companies and has resulted in a robust future sales proposal pipeline and the first time in the Company's history an ability to forecast revenue.pipeline.

In 2011 a decision was taken to stop research and development effort in the MRAM market space. This decision was taken, in part, due to the high capital demand for staying current in the rapidly changing technology and, equally important, the MRAM market hashad not grown at the anticipated growth rates. Micromem hashad amassed multiple memory patents and in 2013 began efforts to value the patent portfolio and arrange for a sale of these assets. Integral to the MRAM design is our patented Hall sensor. MAST is carrying this device forward in certain of our sensor platforms.

Until 2014, Micromem funded virtually all of its research and development initiatives. Our main priority has beenwas to provide customers with sensor based platform solutions that address their difficult business problems. A recent study by NineSigma states that less than 3% of the Fortune 1000 global companies admit that they have sufficient in house talent and knowledge to be able to take advantage of technologies that can help them improve their business. Our sensor platform solutions address three primary areas of creating value for our clients:

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• Using a MEMS and/or Nano scale pallet, we arewere able to combine disparate sensor modalities into a common, integrated solution that brings the exact tools in play in solving the target issue. Competitive solutions tend to force fit less than optimum sensor combinations in an effort to sell their standard offerings.

By 2015 we had advanced a number of our product development initiatives under joint product development agreements with our clients Chevron, Castrol, Flextronics and Eversource Energy. Our pipeline of development projects expanded. By October 31, 2016 several of our active projects had advanced to the stage where the proof of concept and the prototype units were completed.

In 2016 and 2017, we attempted to advance our projects towards field trials. The Flextronics and Eversource projects were ultimately discontinued. We continued with the Chevron and Castrol development projects and began discussions with Repsol SA.

In 2018 the processCastrol project was discontinued. We continued to advance our Chevron and Repsol S.A. projects.

In October 2018, Steve Van Fleet filed a lawsuit again the Company and MAST seeking payment of advancing our technologyalleged remuneration and expense reimbursements due to him totaling $214,574. The Company has denied the allegations and, in initial field trialsturn, interposed counterclaims again Mr. Van Fleet seeking, among other things, damages of these prototype units.

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Prior to 2008 we were engagednot less than $2.75 million. This legal matter remains outstanding as of the date of this Annual Report. See Item 5 – Contingencies in the development of memory technology. We deemphasized these continued efforts at that time and ceased all such activity by 2011. We have been actively developing our sensor technology platforms for multiple commercial applications since 2008. Our technology combines the use of microelectromechanical systems (MEMS) and nanoelectromechanical systems (NEMS) for our sensor platforms.this Annual Report.

B.Business Overview

Update of Product Development Activity at October 31, 20172019

The current status of our active development projects is as reported below:

Chevron:We began workingIn 2019 we continued to engage with Chevron in 2013 when we entered into a joint project development agreement (“JPDA”). The proposed development work in that JPDA specified a series of milestones in keepingpersonnel and with our standard development process.

The initial thrust of the work was to develop and test fluorescent magnetic nanoparticles in the application of interwell tracers. We successfully completed the proof of concept and prototype phases. This work progressed in 2014 and the go forward thrust of our development work was to develop a well head real time detection platform for the detection of existing interwell tracer chemicals to measurement levels as low as 300 parts per trillion. By October 31, 2014, Chevron had funded approximately $175,000 of the development costs we had incurred to that point of time.

In 2015, this work was significantly advanced. Chevron funded a portion of our development activity to the extent of $1,545,132.

In November 2015, we completed the nanoparticle tracer testing in testing facilities in Texas. We worked extensively with key subcontractors building towards a laboratory demonstration late in 2016 designed to differentiate between 8-9 interwell tracers simultaneously.

In March 2016 Chevron indicated that they wanted to pursue certain specific tracers in the go forward work as the next phase of the development project. Our discussions continued through July 2016, at which point we executed an addendum to our contractual work with Chevron to complete the next round of tracer tests. An initial budget of $400,000 for this work was established and we received $200,000 in August, 2016.

We began working with ourengineering subcontractor, to move forward with this phase of the development work. This work progressed well throughout the fall and a series of status reports were issued continuing through late December. We received an additional $100,000 for this work from Chevron in December.

In last year’s Annual Report, we discussed timing delays encountered with respect to our Chevron development project, attributable to the 2015-2016 slowdown in the North American energy sector.

Throughout 2017, MAST actively engaged with the Chevron team and, through our prime sub-contractor, Entanglement Technologies have successfully moved forward with pre-commercialization testing protocol. In 2017, we received $196,000 of funding from Chevron. We recently announced that we anticipated an additional funding of up to $1 million. We reported an accounts receivable amount of $340,857 from Chevron at October 31, 2017. We believe that the balance of this funding will be provided shortly.

In the meantime, we are advised that our contract is being transitioned from Chevron’s Technology group to its Operations group, which we believe is a pre-cursor to commercialization of the project.

Castrol:We entered into a JPDA with Castrol in December 2014. The development project was to develop a MEMS solution for real time detection of wear elements in lubricating fluids for deployment initially in non-automotive markets and thereafter for the automotive market. During 2015 we were successful in completing the initial phases of that agreement whereby we have now provided the initial prototypes to Castrol and these have been accepted. We received $488,500 as payment from Castrol as of October 31, 2015.

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Castrol has commissioned us to produce initial field units for testing. These units are larger than the ultimate product intended for the automotive market.

We continued our development work with Castrol through March 2016. We invoiced Castrol $250,000 and this amount was collected in January, 2016 Inc. (“Entanglement”). We met with the CastrolChevron team members in their Houston offices on seven occasions to continue our dialogue and measure our go forward path. We also met directly with Entanglement on three occasions for these purposes.

The field testing of the onsite pilot program was coordinated between Chevron, Entanglement and the Company and commenced in March 2019 at a California based oil well site operated by Chevron. The initial on site testing was conducted over a period of approximately six weeks. Thereafter sample testing from the onsite well continued in both the Entanglement and Chevron laboratories.

Chevron has advised that the results of the testing that has been completed to date has met with their expectations and requirements and that the performance of the technology in the UKonsite pilot and subsequent lab sample testing has been validated.

We are advised by Chevron that they will adopt the technology as required in June 2016. future and that they have earmarked funding for commercial units in their 2020 fiscal year budget.

In 2019, under the terms of the preexisting development agreement with Chevron, they paid $77,597 relating to the work that the Company invoiced for the ongoing pilot tests.

Repsol S.A. (“Repsol”) : We agreedhave previously reported on our initial activity with this Spanish energy conglomerate in our 2018 Annual Report.

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The developments with Repsol in 2019 are as presented below:

a) In Q1 2019 we submitted a proposed letter of intent (“ Repsol LOI”) to movethe Repsol engineering team with whom we engaged in September 2018 after the resignation of Mr. Van Fleet .

The Repsol LOI was intended to reset the go forward product development parameters, marketing efforts and cost sharing arrangements for this project. The original Repsol purchase order submitted in the second half2017 was suspended as part of 2016these current discussions with Repsol.

b) In mid 2019, we began negotiations with the Repsol team towards a final development contract. The discussions with respect to a final development contract with Repsol remain open as of the fieldabledate of this Annual Report.

The underlying technology for the Repsol initiative has been referenced in our 2018 Annual Report as the RT Lube Analyzer. The initial development completed on this technology between 2016-2018 was undertaken by the Company and its engineering subcontract, SBM Microsystems. In 2019 we moved the project to an engineering and manufacturing entity in Toronto Canada. This work will restart once financing for the project is secured by the Company.

The Company intends to proceed with this project in 2020 pending finalization of the final development contract. A visit to the Repsol offices in Spain is intended for this purpose in calendar 2020.

Romgaz: Romgaz is the state-controlled gas company in Romania. We initiated a dialogue with the senior management team at Romgaz in May 2019. The opportunity developed as a result of the progress that we had experienced with our Chevron initiative which, by that point, has advanced to the onsite pilot program referenced above.

We continued our initial discussions with Romgaz thereafter and, in October 2019, we announced that the Company had executed a letter of intent (“Romgaz LOI”) which afforded the Company the opportunity to sell the ARTRA technology units to Romgaz and to develop a robust analytics solution for the technology. The key conditions to progressing the Romgaz LOI were twofold:

a) Romgaz would continue with their due diligence on the ARTRA technology, and

b) Manufacturing of the commercial units in the immediate termfuture would be completed, with the Company’s input, in Romania. Discussions and we agreed to continuenegotiations with Romgaz continued after the development plans forexecution of the miniaturization for automotive use as the final end product. Romgaz LOI in October 2019.

These discussions were again confirmed in a follow-up in-person meeting in July 2016 with Castrol.

We worked with our prime subcontractor, SBM Inc. (“SBM”),involved Chevron whom the Company introduced to develop an overall budget for the next phaseRomgaz as part of the miniaturization work and for the fieldable units. We invoiced Castrol for $100,000Romgaz due diligence process.

In December 2019 Romgaz put forward a series of questions to Chevron relating to the fieldable unit workChevron experience with the ARTRA technology and the testing that Chevron had conducted in late fall 2016. This amount2019. The dialogue that the Company coordinated between Romgaz and Chevron was paid invery positive, and the specifics of these discussions were approved by both parties and posted to the Micromem website on December 2016.20, 2019.

In 2017, Castrol invested an additional $100,000 in supportThe Company is now anticipating a series of our joint development initiative. This money was used to support the work done by our prime sub-contractor, SBM.purchase orders from Romgaz with respect to:

We had ongoing discussions and dialogue with Castrol during fiscal 2017 about the expanded scopea. The purchase of initial units of the technical workexisting ARTRA technology for training and education purposes

b. A proposal by Micromem to deliver a comprehensive analytics solution to Romgaz for the technology, and,

c. Pending satisfactory completion of b. above, a purchase order for commercial orders for the technology which is to be completed and pursued discussions with Castrol about establishing, a more balanced cost sharing arrangement to further these development initiatives.manufactured in Romania.

These matters have not as yet been resolved. The most recent interactions and discussions with Castrol have taken place over16

The Chevron development project has been virtually self-funding after 2016. The Castrol project was suspended in 2018 given that Castrol was not prepared to commit additional funding to the project. The Saudi Aramco contract was completed in 2014. The Northeast Utilities contract was terminated in 2015 given that Northeast Utilities was not prepared to commit additional funding to the project other than in kind consideration. The GM/Flextronics work commenced in 2012; the Company was absorbing all of the costs associated with the development of a sensor platform designthe prototype product being developed in conjunction with GM/Flextronics. The prototype work was suspended due to detect partial discharges inside a transformer. Additionally, we reported that we had begun development work with Northeast Utilities on a low-cost power line conditioning monitoring device designed for transmission power lines. Given the timing to market these opportunities, we reflected a write-down of our investment of $2.27 million against these projects in the fiscal year ending October 31, 2015.

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On July 31, 2016, we wrote down the remaining valueturnover of the deferred developmentGM project team by 2016-2017 and the Company’s decision to stop committing additional funding to the project after 2016. The Company has been awarded several patents relating to the work completed on the GM/Flextronics project.

In 2019 the Company incurred $36,051 of expenses with respect to the ongoing costs to nil while we continue to pursueassociated with the continued developmentChevron project and ultimate commercialization of these projects.recovered $77,597 from Chevron including payments received for certain milestones achieved in 2018.

The Company incurred $858,865 of project costs in 2017. It recovered $100,000 from Castrol, $536,857 fromremains as a pre revenue entity at October 31, 2019. Given the progress and momentum achieved to date with Chevron and, $75,000 from Repsol. The Company reports net development cost of $147,008 in 2017.

Intellectual Property

In June 2016, we settled the litigation2019 with Dreifus Associates Limited (“DAL”) which had been pending since late 2014. As part of the settlement,Romgaz, the Company receivedbelieves it will have commercial orders and revenues in 2020, although there can be no assurances such orders will be made or that revenues will be achieved.

Intellectual Property

Our intellectual property consists of two components:

a) A series of patents and provisional patents relating to the full assignment of DAL’s alleged interests in our Multimodal conditionsmart oil pan plug technology (the formal reference is the “multimodal conditional sensor platform and system thereof.thereof”) originally developed from the work completed on the GM/Flextronics project.

b) A series of older patents relating to the Hall sensor application for magnetic random access memory (MRAM). These patents and the market for MRAM applications have not been pursued by the Company since 2009 and all of the costs associated with these patents were written off by 2013 after unsuccessful attempts to sell or license this intellectual property to other parties.

Beginning in 2018, we began to abandon provisional patent filings in a number of international jurisdictions as a costs cutting initiative. We incurred $161,647 of patent related costscontinued that process in 2017 (2016: $192,873; 2015: $213,820). 2019.

We believe that the Company has valuable interestsU.S. patents that have been granted for the multimodal sensor platform have sustaining value to be realized in its intellectual property thatfuture. When the Company’s financial position improves, it has developed through October 31, 2017; specifically, we note that:

We have a balance payable to our patent attorneys of $106,929 at October 31, 2017. Our patent attorneys have stopped any additional work on our behalf until the Company pays down the balance due. The additional work since October 31, 2017 has been organized and managed by the President of MAST, Steven Van Fleet.

We continueintends to pursue the protectionexploitation of its patents in this field of endeavors.

In 2019, we reported on our intellectual property. Our management will determine from time to time the jurisdictions where protection is appropriate. This determination will beproperty as follows:

a) All current year expenditures were expensed as incurred.

b) We recorded amortization expense of $152,962 and an impairment reserve of $223,143 based on a numberthe Company’s assessment of factors including the statepotential realization of development of our technology, the importance of a particular market for our technology, the costs of pursuing patent protectionthis asset in a jurisdiction and our financial position at the time.future. In summary:

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Share Capital

At October 31, 20172019 the Company had 228,562,711346,952,721 common shares outstanding (2016: 204,388,569)(2018: 259,602,699). Additionally, the Company has 6,595,0005,730,000 stock options outstanding with a weighted average exercise price of $0.37$0.25 per share (2016: 4,395,000(2018: 6,250,000 options outstanding with a weighted average exercise price of $0.45$0.29 per share).

Changes to Our Board of Directors and Management:

Our 2016There were no changes to the Board of Directors or senior management team in 2019.

The Company plans to schedule an Annual General Meeting of Shareholders was held on July 21, 2017. Joseph Fuda, David Sharpless, Steven Van Fleet, Oliver Nepomuceno, Larry Blue, Alex Dey,the shareholders for the fiscal years ending 2017, 2018, and Brian Von Herzen were reelected to serve on our Board2019 in 2020. It is anticipated that a new, revised slate of Directors. Messrs Joseph Fuda, Dan Amadori and Steven Van Fleet continue to serve as Officers ofdirectors will be put forward for shareholder approval at the Company. On September 30, 2017, Larry Blue resigned asAnnual General Meeting. The Company also anticipates adding a director after 12 years of servicenew member(s) to the Company.senior management team in 2020 as its current business opportunities are further developed.

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