UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

[ ]REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

or

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year EndedOctober 31, 2017

2023
Or

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

or

[ ]SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell report

Commission File No.0-26005

MICROMEM TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

Ontario, Canada

(Jurisdiction of incorporation or organization)

121 Richmond Street West, Suite 304
602

Toronto, Ontario M5H 2K1, Canada

Tel: (416) 364-6513

Fax: (416) 360-4034

(Address of principal executive offices)

Joseph Fuda; 416-364-6513, jfuda@micromeminc.com, 121 Richmond Street West, Suite 304602 Toronto, ON M5H 2K1

(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
None

1None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares without par value

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
228,562,711

510,368,838 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act:

Yes [  ]      No [X]

If this report is an annual or transition report, indicate by check mark if the registration is not required to file a report pursuant to section 13 or 15 of the Securities Exchange Act of 1934:

Yes [  ]      No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes [X]      No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ][X]      No [  ]

Indicate  by check mark whether the registrant is a large, accelerated filer, an accelerated filer, or a non-accelerated filer.filer, or an emerging growth company. See definition of “accelerated"large, accelerated filer," accelerator filer," and large accelerator filer”"emerging growth company" in Rule 12b-2 of the Exchange Act:

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]     Accelerated Filer

Indicate by check mark whether the registrant has filed a  report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.  [ ]                                                                                                                                               Non-Accelerated Filer

If securities are registered pursuant to Section 12(b) of the Act, indicated by check mark whether financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ X]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).   [  ]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:
Item 17 [  ]    Item 18 [  ]

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes [  ]      No [X]

2(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange of 1934 subsequent to the distribution of securities under a plan confirmed by the court  [  ]

TABLE OF CONTENTS

PART I

INTRODUCTION

Abbreviations

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

Throughout this document, unless otherwise noted or the context otherwise indicates, references to "2023" or "Fiscal 2023" refer to the fiscal year ended October 31, 2023; references to "2022" or "Fiscal 2022" refer to the fiscal year ended October 31, 2022; references to "2021" or "Fiscal 2021" refer to the fiscal year ended October 31, 2021; references to "2020" or "Fiscal 2020" refer to the fiscal year ended October 31, 2020; references to "2019" or "Fiscal 2019" refer to the fiscal year ended October 31, 2019; references to "2018" or "Fiscal 2018" refer to the fiscal year ended October 31, 2018; and references to "2017" or "Fiscal 2017" refer to the fiscal year ended October 31, 2017.

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”"expects," "anticipates," "intends," "plans," "believes," "seeks" and “estimates,”"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-Key3 - Key Information –- Risk Factors and elsewhere in this Form 20-F.

Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and we do not undertake to update or amend such forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.KEY INFORMATION

A.Selected Financial Data

Fiscal Years 2017, 2016, 2015, 20142023, 2022, 2021, 2020 and 20132019 

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, 2017,2023, October 31, 2016,2022, October 31, 2015,2021, October 31, 20142020, and October 31, 2013.2019.  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"Item 18-Financial Statements”Statements" and "Item 5 - Operating and Financial Review and Prospects”Prospects" included elsewhere in this Annual Report on Form 20-F.

Our consolidated financial statements for the years ended October 31, 2017, 2016, 2015, 20142023, 2022, 2021, 2020 and 20132019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”("IFRS") as issued by the International Accounting Standards Board.

4

International Financial Reporting Standards

Selected balance sheet information

(all amounts in U.S. dollars)

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

5

Currency and Exchange Rates

Our financial statements are all expressed in United States dollars. All other financial data appearing in this Form 20-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 monetaryNon-monetary assets and liabilities denominated in Canadian dollars but expressed in this Form 20-F in United States dollars have been converted into USU.S. 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 ratesbased on the 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, 2018January 31, 2024  the noon buying rate for one Canadian dollar, as quoted by the Bank of Canada, was CDN $1.2809$1.3397 =  U.S. $1.00.

Not applicable.B.Capitalization and Indebtedness

Not applicable.

6C.Reasons for the Offer and Use of Proceeds

Not applicable.

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”"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.

At October 31, 2023 we had $31,584 of cash on hand.  Our working capital deficiency is $4,818,699 at October 31, 2023. Subsequent to October 31, 2023, through to the date of the filing of this Annual Report on Form 20-F, we have raised an additional $216,415 through the issuance of convertible debentures and $113,260 through private placements of equity. 

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, 2017 we had $9,189 cash on hand. Our working capital position is ($3,865,390) at October 31, 2017. Subsequent to October 31, 2017, through to the date of the filing of this Annual Report on Form 20-F, we have raised an additional $576,936 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 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.

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 20172023 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.

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 in part 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, in part, 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.

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.

9Steven 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.

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 are pursuing a significant business opportunity in Romania, working with Romgaz, the state-controlled gas company.  To date, the war in the Ukraine with Russia, has not impacted our go forward plans in Romania.  If the Ukraine war expands into other eastern European countries in future, there could be repercussions to our ongoing business which could be significant.

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.

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.

10

Risk Factors Related to Our Common Shares

Our stock iscommon shares are subject to the penny stock regulations, which may discourage brokers from effecting transactions in the stockour common shares and adversely affect the stock's market price of our common shares and liquidity.

Our common shares constitute “penny stock”"penny stock" under applicable regulations of the United States Securities and Exchange Commission.Commission (the "SEC"). 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”"penny stock" regulations covered by Rule 15g-9 under the Exchange Act.Act of 1934, as amended (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."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,"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 some U.S. state law,laws, 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 some U.S. state law,laws, 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 some U.S. state lawlaws, 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 some U.S. state law.laws.

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 some U.S. state law,laws, 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”"related party" (as defined in such rules). A “related party”"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 our 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 some U.S. state law,laws, 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.

11

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,”"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"WTO Investor-controlled entity”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:

• 12

  ---

  •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;

• 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.

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. Accordingly, it may be difficult for investors to effect service of process on Micromem or these non-United States resident persons within the United States or to rely in the United States upon judgments obtained in the United States based on the civil liability provisions of the U.S. federal securities laws against Micromem or its executive officers and non-United States resident directors. 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.

As a foreign private issuer, we are permitted to file less information with the SEC than a company that is not a foreign private issuer or that files as a domestic issuer.

As a "foreign private issuer" (as defined by 405 of the Securities Act of 1933, as amended (the "Securities Act")), we are exempt from certain rules under the Exchange Act  that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as a company that files as a domestic issuer whose securities are registered under the Exchange Act, nor are we generally required to comply with the SEC's Regulation FD, which restricts the selective disclosure of material non-public information. For as long as we are a foreign private issuer we intend to file our annual financial statements on Form 20-F or Form 40-F, as applicable, and furnish our quarterly financial statements on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act. However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a U.S. domestic issuer.

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act's domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. In order to maintain our current status as a foreign private issuer, either (1) a majority of our shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50 percent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United States. If we lost this status as a foreign private issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We would also be subject to additional restrictions on offers and sales of securities outside the United States and would have to comply with the generally more restrictive Regulation S requirements under the Securities Act that apply to U.S. domestic issuers, which could limit our ability to access capital markets in the future. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs.

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.

12We are likely a ''passive foreign investment company'' ("PFIC"), which may have adverse U.S. federal income tax consequences for U.S. investors.

We believe that we were classified as a PFIC for our most recently completed tax year, and based on current business plans and financial expectations, we expect that we may be a PFIC for our current tax year and subsequent tax years. If we are a PFIC for any year during a U.S. taxpayer's holding period of our common shares, then such U.S. taxpayer generally will be required to treat any gain realized upon a disposition of our common shares or any so-called ''excess distribution'' received on our common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. taxpayer. Subject to certain limitations, these tax consequences may be mitigated if a U.S. taxpayer makes a timely and effective QEF Election (as defined below) or a Mark-to-Market Election (as defined below). Subject to certain limitations, such elections may be made with respect to the common shares.  A U.S. taxpayer who makes a timely and effective QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts to our shareholders. However, U.S. taxpayers should be aware that there can be no assurance that we will satisfy the record keeping requirements that apply to a qualified electing fund, or that we will supply U.S. taxpayers with information that such U.S. taxpayers require to report under the QEF Election rules, in the event that we are a PFIC and a U.S. taxpayer wishes to make a QEF Election. Thus, U.S. taxpayers may not be able to make a QEF Election with respect to our common shares. A U.S. taxpayer who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of our common shares over the taxpayer's basis therein. This paragraph is qualified in its entirety by the discussion below under the heading "Certain United States Federal Income Tax Consequences - Passive Foreign Investment Company Rules." Each potential investor who is a U.S. taxpayer should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of our common shares.

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^® Venture Market (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 304,602, 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.

The Evolution of Micromem from Memory to Sensor Based Client Solutions

Micromem Applied Sensors Technologies, Inc., our wholly-owned subsidiary (“MAST”("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’Systems' interest was in the potential to utilize our MRAM technology in a radiation-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: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, aA 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 AugustIn 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 genesis 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 attempt to 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:

• Using a MEMS and/or Nano scale pallet, we are 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.
• Although our solutions are custom designed for each client, our processes leading to the solution are automated and the end result is a cost effective solution with a differentially higher return on investment for our clients.
• Our Open Innovation approach to solving client problems allows us to bring together already proven sensor technologies in different market spaces allowing us to apply them in new applications in new markets. This significantly reduces the time to revenue generation by both MAST and our client and it reduces risk of project failure.

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

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 Castrol project was discontinued.  We continued to advance our Chevron and Repsol S.A. projects. 

In October 31, 2016 several2018, Steve Van Fleet filed a lawsuit again the Company and MAST seeking payment of alleged remuneration and expense reimbursements due to him totaling $214,574.  The Company denied the allegations and, in turn, interposed counterclaims again Mr. Van Fleet seeking, among other things, damages of not less than $3.0 million.  In 2021 the litigation with Mr. Van Fleet was resolved in our active projectsfavor. See Item 5 - Operating and Financial Review and Prospects - Contingencies.

Recent Developments Prior to Fiscal 2023:

Chevron: In 2019 we continued to engage with Chevron personnel and with our engineering subcontractor, Entanglement Technologies Inc. (Entanglement").  We met with the Chevron 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 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 onsite pilot and subsequent lab sample testing has been validated.

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 stage whereonsite pilot program referenced above.

We continued our initial discussions with Romgaz thereafter and, in October 2019, we announced that the proofCompany had executed a letter of conceptintent ("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 - that Romgaz would continue with their due diligence on the ARTRA technology, and that manufacturing of the commercial units in the future would be completed, with the Company's input, in Romania. 

Discussions and negotiations with Romgaz continued after the execution of the Romgaz LOI in October 2019. These discussions involved Chevron whom the Company introduced to Romgaz as part of the Romgaz due diligence process.

In December 2019 Romgaz put forward a series of questions to Chevron relating to the Chevron experience with the ARTRA technology and the prototype unitstesting that Chevron had conducted in 2019.  The dialogue that the Company coordinated between Romgaz and Chevron was positive, and the specifics of these discussions were completed.approved by both parties and posted to the Micromem website on December 20, 2019.

Repsol: In 2016Q1 2019 we submitted a proposed letter of intent ("Repsol LOI") to the 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 2017 was suspended as part of these discussions with Repsol.

The underlying technology for the Repsol initiative has been referenced in our Annual Report for Fiscal 2018 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. In mid-2019, we began negotiations with the process of advancing our technology in initial field trials of these prototype units.

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Prior to 2008Repsol team towards a final development contract.  Ultimately, however, we were engagednot successful in engaging Repsol and this project was suspended in 2020.

Capital Expenditures

Micromem reports $2,044 of capital expenditures in 2023 (2022: nil).  It incurred $5,271 of capital expenditures in 2021.  These expenditures relate to the developmentpurchase of memory technology. We deemphasized these continued effortscomputer equipment. 

Available Information

The SEC maintains an Internet site at http://www.sec.gov/edgar that timecontains reports, proxy and ceased all such activity by 2011. We have been actively developing our sensor technology platforms for multiple commercial applications since 2008. Our technology combinesinformation statements, and other information regarding issuers that file electronically with the use of microelectromechanical systems (MEMS)SEC through the SEC's Electronic Data Gathering, Analysis and nanoelectromechanical systems (NEMS) for our sensor platforms.Retrieval ("EDGAR") system. Information is also available under the Company's profile on SEDAR+ (http://www.sedarplus.ca) or on www.micromeminc.com.

B.Business Overview

Update of Product Development Activity at October 31, 20172023

Chevron:(a)Romgaz:

Our discussions with Romgaz and other companies incorporated in Romania occurred on a continuous on a weekly basis throughout fiscal 2023 and have continued to progress since our fiscal year end.  The key go-forward points in these discussions, at the current date are as follows:

(i)We beganreceived an initial purchase order for several interwell tracer devices, similar to the technology that Chevron deployed in the California field trials referenced above.

(ii)Micromem will be commissioned to conduct/lead a development program to enhance and expand the analytics capabilities of the existing technology with the end goal of delivering a comprehensive analytics solution to Romgaz for its specific performance requirements in its gas wells.

(iii)Micromem has pursued discussions whereby the technology application developed in (ii)  above will be manufactured on a commercial scale in Romania.  It is expected that the technology that will be manufactured in Romania will be suitable for both oil and gas well applications.

(iv)A joint venture agreement between Micromem and Romgaz is contemplated. The working relationship between Micromem and Romgaz is expected to expand to include the development of other technology applications where Micromem has been active over the past five years.  We expect to finalize these working arrangements and move forward with these initiatives in 2024.  It is expected that Romgaz will provide the initial capital to launch this expanded working relationship.

In anticipation of these developments with Romgaz in 2024, Micromem is planning for its business activity to include the following components: 

(i)Continuance of its working relationship with the developer of the interwell tracer device (ARTRA 171) technology which Chevron has successfully tested in on site testing of operating oil wells for which we received a Romgaz purchase order in 2023. 

(ii)We plan to maintain our dialogue with Chevron and may pursue certain licensing  opportunities  with  Chevron  relating  to  their  proprietary  technology  in our  continued  work  with Romgaz.

(iii)We  have  established  a Toronto - based  engineering/product presence  in  cooperation with  an established  manufacturing and  engineering group  with  whom  we  expect  to have a role as a strategic partner to Micromem.

(iv)Between June 2021-August 2022, Micromem hired two engineering staff persons through the University of Toronto coop program, each for a 16-month term. The engineering staff were responsible for supporting all of Micromem's current initiatives with Chevron, Romgaz and other potential customers. With  that  work  completed, we  did  not  engage with  the  coop  program in 2023 . As our Romgaz  project continues, we may continue this program of coop hires, as appropriate, in future.

(v)We will plan to add additional senior management to the Micromem team  in  the project management, engineering,  and financial reporting areas of discipline. We will also look to recruit  additional corporate  directors to our Board .

(b)Chevron:

As previously reported, successful field testing of the interwall tracer device was conducted on-site at a California-based Chevron well site in 2019.  Sample testing was conducted for a 12-month period thereafter through March 2020.

We met with Chevron in 2013 whentheir offices on 3 occasions in 2023.  We attended the Houston- based  OTC oil  and gas  conference  in  May 2023 and  have maintained  a  current  dialogue  with Chevron  and  with other  industry  participants.

Once our initiative with Romgaz is launched, we entered into a joint project development agreement (“JPDA”). The proposed development work in that JPDA specified a series of milestones in keeping with our standard development process.

The initial thrust of the work wasplan 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 wasattempt 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 workreengage with Chevron to completeassess potential current opportunities to collaborate upon with Chevron.

Senior management at Chevron has, in the next roundpast, been very supportive of tracer tests. An initial budgetMicromem's engagement with Romgaz.

Deferred development costs / development expenses

Until October 31, 2016, we capitalized as deferred development costs the expenditures that we incurred on these projects, net of $400,000the recoveries of such costs from our development partners.  Since November 2016, we have expensed net costs as such costs did not meet the criteria for this work was established and we received $200,000 in August, 2016.capitalization based on our impairment analysis.

We began workinghave previously reported on the chronology, by customer, of our investment in development costs relating to our various projects which we undertook with our subcontractor to move forward with this phasestrategic partners. A summary of these costs and recoveries between 2012 and 2019 is provided as below:

Net Costs absorbed by 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 Company:

1.Chevron in December.(2013-2019)

In last year’s Annual Report, we discussed timing delays encountered with respect to our2.Repsol (2018-2019)

3.Castrol (2014-2018)

4.Saudi Aramco (2012-2013)

5.Northeast Utilities (2013-2015)

6.GM/Flextronics (2012-2015)

7.Other (various) (2011-2014)

The Chevron development project attributablewas  self-funding after 2016.  The Castrol project was suspended in 2018 given that Castrol was not prepared to commit additional funding to the 2015-2016 slowdownproject.  The Saudi Aramco contract was completed 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 announced2014.  The Northeast Utilities contract was terminated in 2015 given that we anticipated anNortheast Utilities was not prepared to commit 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.

Inproject other than in kind consideration.  The GM/Flextronics work commenced in 2012; 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 commercializationCompany was absorbing all 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 . We met with the Castrol team in the UK in June 2016. We agreed to move forward in the second half of 2016costs associated with the development of the fieldable unitsprototype product being developed in conjunction with GM/Flextronics.  The prototype work was suspended due to the immediate term and we agreed to continue the development plans for the miniaturization for automotive use as the final end product. 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”), to develop an overall budget for the next phaseturnover of the miniaturization workGM project team by 2016-2017 and for the fieldable units. We invoiced Castrol for $100,000Company's decision to stop committing additional funding to the project after 2016.  The Company has been awarded several patents relating to the fieldable unit work in late fall 2016. This amount was paid in December, 2016.completed on the GM/Flextronics project.

In 2017, Castrol invested an additional $100,000 in support of our joint development initiative. This money was used to support the work done by our prime sub-contractor, SBM.

We had ongoing discussions and dialogue with Castrol during fiscal 2017 about the expanded scope of the technical work to be completed and pursued discussions with Castrol about establishing, a more balanced cost sharing arrangement to further these development initiatives.

These matters have not as yet been resolved. The most recent interactions and discussions with Castrol have taken place over the past three months through mid-February 2018. In the meantime, our sub-contractor is paid on an up-to-date basis for work performed.

In 2017,2019 the Company was successfulincurred $36,051 of expenses with respect to the ongoing costs associated with the Chevron project and recovered $77,597 from Chevron including payments received for certain milestones achieved in developing a prototype “field” unit for infield testing. 2018.

The Company believes that this technology can beremains a standalone product for commercial exploitation in future. This could be a separate initiative distinct from the eventual development of an automotive application, which is referenced in our JPDA with Castrol.

In order for this project to proceed, the Company will require additional financing and we intend to continue to pursue current discussions on cost sharing arrangements with Castrol. At this stage, the Company has invested approximately $2.4 million of financing and, against this total, Castrol has provided financing of approximately $850,000.

Flextronics:In 2014 we executed a JPDA with Flextronics to test, manufacture and, ultimately, to commercialize the Company’s patented automotive oil pan plug sensor suite for automotive OEMS. This JPDA developed after we had spent several years pursuing a proof of concept with General Motors.

The work plan called for the Company to invest approximately $1.9 million of funding with Flextronics on a multistaged development process over several years. That project was initiated and the Company has received partial invoices for work performed to date. In total the Company has to date paid Flextronics $392,257 and there is an additional amount payable of approximately $131,000, reportedpre-revenue entity at October 31, 2017. The account has now aged2023. It did not incur any further development expenses on any project between 2020-2023.

Given the progress and there has been no activity or new developmentsmomentum achieved to date with Flextronics in 2017. TheChevron and with Romgaz, the Company hopes to resume discussion in future, but, for the moment, does notbelieves it will have the resources to do so. In light of the passage of time,commercial orders, although there can be no assuranceassurances such purchase orders will be made or that Flextronicsrevenues will move forward with this process.be achieved in future.  In October 2023 we received our first purchase order from Romgaz.

The ongoing valuable asset that the Company has is its patented technology – aIntellectual Property

Our intellectual property consists of two components:

a)A series of patents and provisional patents relating to the smart oil pan plug. We believe that thereplug technology (the formal reference is broad market opportunity in the automotive sector to exploit this technology in future.

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Other Opportunities:MAST has been active throughout 2017 in discussions with a number of other substantial companies, to whom it has submitted go-forward development project proposals.

We engaged with Repsol Inc., a Spanish conglomerate, in 2017. Repsol provided an initial $75,000 of funding to support certain initial development work that SBM is engaged by the Company to complete. The Company’s ability to deploy additional resources at the moment is limited; however, the project remains active and viable.

The Company recently announced the launch of its AROMA product in conjunction with its sub-contractor, Entanglement Technologies; we are actively promoting this product to a number of parties who have expressed initial interest and with whom the Company will be meeting shortly.

Deferred development costs/development expenses:

The Company's investment in deferred development costs between 2013-2016 is summarized as below.

In our 2015 Annual Report we reported that we were working with Northeast Utilities (or Eversource) for the development of a sensor platform design 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 value of the deferred development costs to nil while we continue to pursue the continued development and ultimate commercialization of these projects.

The Company incurred $858,865 of project costs in 2017. It recovered $100,000 from Castrol, $536,857 from 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 litigation with Dreifus Associates Limited (“DAL”) which had been pending since late 2014. As part of the settlement, the Company received the full assignment of DAL’s alleged interests in our Multimodal condition"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 cost cutting initiative.  We incurred $161,647 ofhave  not  funded  any  additional patent  related  costs in 2017 (2016: $192,873; 2015: $213,820). activity  nor  patent  filings  since  2018.

We believe that the Company has valuable interestsU.S. patents that have been granted for MRAM have sustaining value to be realized in the future. If the Company's financial position improves, it may pursue the exploitation of its intellectual property that it has developed throughpatents in this field of endeavors. 

Our patent costs are summarized below for the fiscal years ending October 31, 2017; specifically, we note that:2019-2022:

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 continue to pursue the protection of our intellectual property. Our management will determine from time to time the jurisdictions where protection is appropriate. This determination will be based on a number of factors including the state of development of our technology, the importance of a particular market for our technology, the costs of pursuing patent protection in a jurisdiction and our financial position at the time.

Share Capital

At October 31, 20172023, the Company had 228,562,711510,368,838 common shares outstanding (2016: 204,388,569)(2022: 467,607,678common shares outstanding). Additionally, the Company has 6,595,0009,775,000 stock options outstanding with a weighted average exercise price of $0.37$0.06 per share (2016: 4,395,000(2022: 11,725,000 options outstanding with a weighted average exercise price of $0.45$0.06 per share).

Changes to Our Board of Directors and Management:

Our 2016The Company held its most recent Annual General and Special Meeting of Shareholders was heldthe shareholders for the fiscal years ending 2017, 2018, and 2019 on July 21, 2017.September 8, 2020.  At such meeting, Joseph Fuda, David Sharpless, Steven Van Fleet, Oliver Nepomuceno, Larry Blue, Alex Dey and Brian Von HerzenOliver Nepomuceno were reelectedre-elected as directors. Joseph Fuda and Dan Amadori continue in their respective roles of CEO and CFO respectively.

We plan to serve onschedule the next Annual General Meeting of shareholders to cover the 2020, 2021, 2022 and 2023 fiscal years to be held prior to April 30, 2024. We will evaluate the opportunities to expand our Board of Directors. Messrs Joseph Fuda, Dan Amadori and Steven Van Fleet continue to serve as Officers of the Company. On September 30, 2017, Larry Blue resigned as a director after 12 years of service to the Company.Directors at this upcoming Annual General Meeting.

Equity Financing Transactions:

In the fiscal year ended October 31, 20172023, the Company completed the following transactions:

In the fiscal year endingended October 31, 20162022, the Company completed the following transactions:

Intangible Assets:

Intangible assets comprise the costs which(c)Pursuant to prospectus and registration exemptions set forth in applicable securities law, the Company has capitalized relating tocompleted private placements consisting of common shares, received net proceeds of $181,997 and issued a total of 5,012,450 common shares. 

(d)The Company continued its bridge loan financing activities in 2022, specifically:

(v)It issued 26,443,820 common shares for the technical expertise and knowhowconversion of bridge loans totaling $764,432. 

(vi)It realized net proceeds of $765,671 from the issuance of convertible debentures.

(vii)It repaid $63,490 of bridge loans previously secured.

(viii)Certain of the bridge loans that the Company has developed with respect to the commercialization efforts relating to its sensor technology. In 2012, the Company determined that it had sufficiently advanced its expertise and product knowledge relating to the general commercialization efforts for its sensor technologymatured in multiple industry vertical applications. In 2016, we recorded $19,352 of amortization expense during the year and reserved the balance of $38,0752022 were extended at fiscal year end, leaving a nil balance atmaturity date, ultimately through October 31, 20162022, and 2017.thereafter.

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Environmental Matters:

We are subject to various environmental protection regulations imposed by the government in the jurisdiction where we conduct our development work. We are not aware of any current or pending environmental protection laws or regulations that would have a material impact on our capital expenditure requirements or competitive position.

C.Organizational Structure

In November 2007, the Company incorporated Micromem Applied Sensors Technology, Inc. (“MAST”)MAST as a Delaware-based wholly-owned subsidiary. MAST hashad an office in New York City and iswas being managed by Steven Van Fleet, its then President and a directorDirector of Micromem. We have utilized the services of other consultants to continue the work of MAST is pursuing a numbersince the departure of potential strategic joint development agreements with industry partners.Mr. Van Fleet in August 2018. 

In October 2008, the Company incorporated 7070179 Canada Inc. as a wholly-owned subsidiary. On October 31, 2008, the Company assigned its rights, title, and interest in certain of its intellectual property which it previously held directly to 707179 Canada Inc. in exchange for common shares of this wholly-owned subsidiary.

We have a wholly-owned subsidiary, Pageant International, which was incorporated under the laws of the Turks & Caicos Islands and continued to Barbados on May 25, 2001. Pageant International has a wholly-owned subsidiary, Pageant Technologies (USA) Inc., a corporation incorporated in the State of Utah. Pageant Technologies USA has been inactive since 2002.

We have a wholly-owned subsidiary, Memtech International Inc., incorporated under the laws of the Bahamas, which in turn has a wholly-owned subsidiary, Memtech International (USA) Inc., a corporation incorporated in the State of Delaware. We also have a wholly-owned subsidiary Micromem Holdings (Barbados) Inc. These subsidiaries have been inactive since inception.

D.Property, Plant and Equipment

We maintain our corporate headquarters in Toronto, Ontario, Canada. We occupyoccupied 2,500 square feet of commercial office space pursuant to a lease that wewas extended in February 2017 for five years through 2021.

July 2022. In August 2022 we moved to a smaller unit in the same commercial building occupying 1,154 square feet pursuant to a lease from August 1, 2022, to July 31, 2025.  The Company incurred $3,809sublets a portion of capital expendituresits rental space on a month to month basis and realized sublet income of $17,682 in 2017, $1,2742023 (2022: $19,076; 2021: $24,809)

In 2022, the Company capitalized $48,408 of right of use assets under IFRS 16 pertaining to its lease for office premises and recorded an equivalent liability in 2016 and $1,286its accounts. The Company recorded amortization of $16,492 in 2015.2023; ($25,878 in 2022; 2021: $28,033).

ITEM 4A.UNRESOLVED STAFF COMMENTS

None.

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This section of the Form 20-F has been prepared to provide a more substantive discussion of our business and to assist the reader in analyzing the audited consolidated financial statements for the years ended October 31, 2017,2023, October 31, 20162022, and October 31, 2015.2021. This discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes in this Annual Report, which are prepared in accordance with IFRS and are stated in United States dollars.

The following table sets forth certain selected financial information of our Company:Company.

Selected statement of operationsoperation and deficit information

Selected balance sheet information

Fiscal 20172023 Compared to Fiscal 20162022

21a)Administration costs were $148,616 in 2023 versus $185,366 in 2022.  These costs include rent and occupancy costs of $17,663 (2022: $50,907, the Company reported sublet income for a portion of its office space in 2022; office insurance costs of $1,930 (2022: $1,696; the Company did not renew its directors and officers' insurance coverage after 2020), investor relations, listings and filing fees of $52,756 (2022: $64,769), other general and administrative expenses of $70,584 (2022: $59,938).

b)Professional and other fees and salaries costs were $610,052 in 2023 versus $647,710 in 2022. The components of these total costs include legal and audit related expenses of $144,244 in 2023 (2022: $110,933), third party consulting fees were $67,664 in 2023 (2022: $69,563), staff salaries and benefits were $398,144 in 2023 (2022: $467,214).

The CFO has received $86,250 of management fees in 2023 (2022: $40,615). The CEO of the Company has received $190,317 of compensation in 2023 (2022: $92,902).

c)Travel and entertainment expenses were $63,360 in 2023 (2022: $59,504).

d)In 2023, the Company awarded 3,000,000 stock options to directors, officers, employees and consultants. (2022: 2,025,000 stock options issued to consultants); the related expense of $217,965 was calculated using the Black Scholes option-pricing model (2022: $41,484).

e)Interest expense was $540,929 in 2023 versus $469,425 in 2022.  This represents the actual interest expense obligations incurred by the Company based on the stated interest rates on the convertible debenture notes.

f)Amortization expense was $16,492 in 2023 relating to Capital Assets (2022: $29,755 consisting of $3,877 relating to patents and $25,878 relating to Capital Assets).

g)Financing costs were $86,352 in 2023 versus $13,233 in 2022.  These expenses relate to costs associated with the convertible debenture financings which the Company completed in 2023 and 2022; there were fewer such financings in 2022. 

h)The gain on foreign exchange reported in 2023 was $62,613 versus a gain of $176,477 in 2022.  This included the exchange relating to the translation of $CDN denominated transactions during the year and to Canadian denominated assets and liabilities at fiscal quarter and year ends.  It also included the foreign exchange relating to the initiation, renewal, conversion, and repayment of convertible debentures transactions during the fiscal years.  The Canadian dollar, relative to the U.S. dollar was $0.7509 at October 31, 2019,$0.7596 at October 31, 2020, $0.7956 at October 31, 2021 , $0.7327 at October 31, 2022 and $0.7207 at October 31, 2023.

i)The other expenses reported relate to the convertible debentures. These expenses are all non-cash expenses and compare as follows:

Fiscal 2016 compared2022 Compared to Fiscal 2015:2021

j)Administration costs were $185,366 in 2022 versus $155,504 in 2021.  These costs include rent and occupancy costs of $ 50,907 (2021: $15,536, the Company reported sublet income for a portion of its office space in 2022 and 2021; in 2021  the Company also  received  Federal Government COVID-19 related  rent subsidies); office insurance costs of $1,696 (2021: $753; the Company did not renew its directors and officers insurance coverage after 2020), investor relations, listings and filing fees of $64,769 (2021: $53,029), other general and administrative expenses of $ 59,938 (2021: $86,186).

k)Professional and other fees and salaries costs were $647,710 in 2022 versus $424,485 in 2021. The components of these total costs include legal and audit related expenses of $110,933 in 2022 (2021: $116,425), 3^rd party consulting fees were $69,563 in 2022 (2021: $132,793), staff salaries and benefits were $467,214 in 2022 (2021: $184,138).

The CFO has received $40,615 of management fees in 2022 (2021: $25,376). The CEO of the Company has received $92,902 of compensation in 2022 (2021: $81,826).

l)Travel and entertainment expenses were $59,504 in 2022 (2021: $24,903). We limited travel expenses in 2021 as part of a broader  effort to reduce the Company's operating expenses; corporate travel has resumed in 2022.

m)In 2022, the Company awarded 2,025,000 stock options to consultants. (2021: 9.5 million stock options issued to directors, officers and consultants); the related expense of $41,484 was calculated using the Black Scholes option-pricing model (2021: $360,044).

n)Interest expense was $469,425 in 2022 versus $495,809 in 2021.  This represents the actual interest expense obligations incurred by the Company based on the stated interest rates on the convertible debenture notes.

o)Amortization expense was $29,755 in 2022 consisting of $3,877 relating to patents and $25,878 relating to Capital Assets (2021: $36,033 consisting of $8,000 relating to patents and $28,033 relating to Capital Assets).

p)Financing costs were $13,233 in 2022 versus $84,478 in 2021.  These expenses relate to costs associated with the convertible debenture financings which the Company completed in 2022 and 2021; there were fewer such financings in 2022. 

q)The gain on foreign exchange reported a loss of $6,805,535 in 20162022 was $176,477 versus a loss of $6,516,610$222,553 in 2015.2021.  This included the exchange relating to the translation of $CDN denominated transactions during the year and to Canadian denominated assets and liabilities at fiscal quarter and year ends.  It also included the foreign exchange relating to the initiation, renewal, conversion, and repayment of convertible debentures transactions during the fiscal years.  The change in loss from operations in 2016 from 2015 resulted from several components, including:Canadian dollar, relative to the U.S. dollar was $0.7509 at October 31, 2019,$0.7596 at October 31, 2020, $0.7956 at October  31, 2021 and $0.7327 at October 31, 2022.

22r)The other expenses reported relate to the convertible debentures. These expenses are all non-cash expenses and compare as follows:

Balance Sheet Data:

Unaudited Quarterly Financial Information

Included as part of the total quarterly expenses as reported above are the following items which represent significant variations reported between the respective 2016 and 2017 quarters :

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B. Liquidity and Capital Resources:

Liquidity

We have not yet realized commercial revenues from the exploitation of our technology platforms. We currently do not have positive cash flow from operations and will not realize positive cash flow until we license or directly produce and sell products utilizing our technology platforms.

We currently have no lines of credit available. We have to date, relied on obtaining equity financing from investors through private placements, through the exercise by shareholders of common share purchase warrants, through the exercise of common stock options by officers and directors, and through bridge loans that the Company has secured in order to meet our cash flow needs until we can generate sustainable revenues. At October 31, 20172023, we had a working capital deficiency of $3,862,390 (2016: $4,316,730)$4,818,699 (2022: $4,722,878) including cash on hand of $9,189 (2016: $288,128)$31,584 (2022: $33,227). Since October 31, 20172023, we have raised an additional $576,936$216,415 of bridge loan financing and $207,060$113,260 of financing from five private placements.  We have also received $340,857 of additional funding from our development partners which we reported as accounts receivable at October 31, 2017.

We have granted to our directors, officers, and other employees and consultants a number of options to purchase shares at prices that are at or above market price on the date of grant. None of the optionees hashave any obligation to exercise their options and there can be no guarantee that we will realize any funds from the exercise of these options.

Capital ResourcesIn 2024, we plan to continue to raise financing as required and we anticipate that we may report initial revenues from our development partners. In our opinion, despite the current working capital deficiency, in consideration of the future financing endeavours, business plan and existing cash resources, we expect the Company to have sufficient financial resources to fund the Company's planned operations through fiscal 2024.

We incurred $3,809 of$2,044 capital expenditures in 2017, $1,274 of expenditures in 2016 and, $1,286 of expenditures in 2015.2023 (2022: nil).

C. Research and Development:

Under IFRS, research costs are expensed in the period incurred. Development expenses are expensed as incurred unless they meet the criteria for deferral and amortization under IFRS, which criteria is the translation of research findings or other knowledge into a plan for the technology prior to commercial production or use.

D. Trend Information:

The market applications for “smart”"smart" sensors are expanding; there are potential applications that could be utilized in virtually every industry vertical.

Our prospects for commercial revenues are dependent upon the successful completion of milestones in the development contracts that we have initiated to date and upon the customers deciding to proceed with commercial orders once these development contracts are successfully completed.

E. Off-Balance Sheet Arrangements:

We are not party to any off-balance sheet arrangements except for operating lease commitments.arrangements. In addition, we have no unconsolidated special purpose financing or partnership entities.

24Tabular Disclosure of Contractual Obligations:

In addition to these financial commitments the Company has management agreements with its senior executives which are operative on a month to month basis. Atas of October 31, 2017 these agreements stipulate the following monthly obligations for the Company’s senior management team:2023, is as below:

Critical Accounting Policies:

Our significant accounting policies are set forth in our consolidated financial statements, which should be read in conjunction with management's discussion of our critical accounting policies and estimates set forth below.

Our consolidated financial statements for the period have been prepared in accordance with IFRS .IFRS.

We have not yet realized commercial revenues from the exploitation of our technology. Under IFRS, research costs are expensed in the period incurred. Development expenses are expensed as incurred unless they meet the criteria for deferral and amortization under IFRS which is the translation of research findings or other knowledge into a plan for the technology prior to commercial production or use. As at October 31, 2017 and2023, the Company capitalized nil of development costs and capitalized nil as intangible assets under IFRS.

Management is required to make estimates and assumptions which can affect the reported balances. In determining estimates of net recoverable amounts and net realizable values, or whether there has been a permanent impairment in value, we rely on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.

AccountsContingencies:

(1)We have agreed to indemnify our directors and officers and certain of our employees in accordance with our Bylaws.  We maintain insurance policies that may provide coverage against certain claims.

(2)The Company may be subject to litigation, claims and governmental and regulatory proceedings arising in the ordinary course of business.  In such cases, the Company would accrue a loss contingency for these matters when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

(3)Legal matter: Litigation with Steven Van Fleet

We have previously reported on the litigation matter, which commenced in 2018, relating to Mr. Van Fleet, the former President of MAST.

In 2021, the Supreme Court of the State of New York, County of Dutchess ultimately dismissed all of Mr. Van Fleet's claims, found that he was liable to Micromem and MAST on their counterclaims and ordered an inquest to determine damages. The inquest was held between June 3 - 7, 2021.

On June 16^th, 2021, the court ordered that Micromem, and MAST had established damages of $765,579.35, the full amount that had been requested. Additionally, the court awarded costs and statutory prejudgement interest from May 9, 2017. On June 29^th, 2021, the court entered a judgement ("Judgement") in favor of Micromem and MAST and against Mr. Van Fleet in the amount of $1,051,739.83.

With respect to the Company's efforts to collect on that Judgement, a settlement ("Settlement") was reached during October 2021. Pursuant to the Settlement, the Company received an initial one-time payment and is entitled to additional monthly payments over a period of up to six years. The Company will record those payments as and when they are received. The total amount to be received by the Company if Mr. Van Fleet makes all the required payments under the terms of the Settlement will be less than the amount of the Judgement obtained by the Company, but if Mr. Van Fleet does not comply with the terms of the Settlement, it also provides the Company a means of enforcing a larger judgement against Mr. Van Fleet that is substantially in line with the Judgement.

(4)Legal matter:  Litigation with ex-controller

On November 1, 2023, a former employee filed a statement of claim against the Company relating to employment termination without reasonable notice. The Company filed a statement of defence and counterclaim on November 29, 2023 denying all liability to the former employee. The Company considers the claim of the former employee to be largely and likely without merit and therefore, no provision has been recorded in foreign currency have been converted to United States dollars as follows: current assets and current liabilities at the prevailing exchange rates at the end of the year; other assets at historical rates; revenues and expenses are translated at the three month average monthly exchange rate per quarter which rate approximates the rate of exchange prevailing at the transaction dates; and gains and losses resulting from the fluctuation of foreign exchange rates are included in the determination of income.these consolidated financial statements.

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H. Translation of Foreign Currencies:

Our functional and reporting currency is the United States dollar. Accounts recorded in foreign currency have been converted to United States dollars as follows: Monetary assets and liabilities are translated at exchange rates at the consolidated balance sheet dates; non-monetary assets are translated using the historical rate of exchange in effect at the translation dates; revenues and expenses are translated using the three month average rate of exchange per quarter,for the year, which rate approximates the rate of exchange prevailing at the transaction dates; and gains and losses resulting from the translation are included in the determination of net loss for the period.

The Directors and Executive Officers of Micromem as at February 28, 2018January 31, 2024, are set forth below:

Joseph Fuda has been President, Chief Executive Officer, and Director since February 13, 2002. Previously he served as Manager of Strategic Alliances for Micromem since February 2001. Prior thereto, he served as a consultant to Micromem since November 2000. Prior thereto he served as a Vice-President and a Director of IPO Capital Corp since April 1999. He was a director of Leader Capital Corp. until June 2007 and also served as a director of Echo Energy Canada Inc, and of Echo Power Generational Inc until June 2004.

Dan Amadorihasservedhasserved as Chief Financial Officer of Micromem since June 2004. He also currently servesFrom January 2018 to December 9, 2020, he served as a directormember of Invesque,the Board of Directors and as Chair of the Audit Committee of Nerium Biotechnology Inc., Enerydynamic Hybrid Technologies Inc. and Nerium Biotech Inc. He has also served as Chief Financial Officer of Leader Capital from June 2004 – March 2009.  He served as a Director and Chair of the AuditGovernance Committee of Ontex Resources between September 2003 and March 2005.Invesque Inc. from 2015 through May 2019. He served as CFO of Echo Power Generation Inc. from June 2004 - March 2008. He served as a director of Hydrive Technologies Inc. from 2004-2008 and  as Chair  of the Audit Committee of Hydrive from 2006-2008. He served as a Director and CFO of XGEN Ventures Inc. between November 2005 and September 2009. He was appointed as ChairmanBoard  of Kingsway Arms Retirement Residences inInc  from August 2011.2011 through May 2015. Prior  to 2010  he served  as  an officer - director  of other public companies  including HyDrive  Technologies  Inc., Luxell Technologies Inc., XGen Ventures Inc., Ontex Resources Ltd  and Leader Capital Corp.  He is President of Lamerac Financial Corp., a financial advisory firm, and has held that position since October 1988. Mr. Amadori is a Chartered Professional Accountant and holds an MBA from the Ivey School of Business. He received  his ICD.D designation from the Rotman School  of Business in 2010.

Steven Van Fleethas been President of MAST since 2008 and a director of Micromem since 2002. He is a 1976 graduate of Miami University with a BSc. in Applied Science and held several technical positions in the pulp and paper industry including Reed Paper, MacMillan Bloedel, Weyerhaeuser, Boise Cascade and International Paper. While at International Paper, he managed the corporate research and development group responsible for applying emerging technology to business issues. Mr. Van Fleet was one of the founding directors for the MIT Auto ID group that was charged with creation of the Internet of Things and the emergence of a global standard for the application of RFID. He held business development positions with Sentrol System, a supplier of paper machine quality systems and the R&V Group, a startup RFID manufacturing company. For six years he was the owner of a company that served IBM with a focus on semiconductor clean room tool analytics and automation.

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David Sharpless is the Chairman and CEO of Maverick Inc., a private consulting and investment firm and the Chairman and CEO of New Carbon Economy Venture Management Inc., a private company which manages a number of investments in “green” technology companies. He is also a Director of Verdant Power, Inc., a developer of hydro kinetic energy and Canaccede Financial Group Inc., a consumer finance company. He was the Chairman and CEO of TrustMark Auto Group Inc. a CNSX listed company and the Chairman of Hunter Keilty Muntz and Beatty Limited, a firm of international insurance brokers based in Toronto and the Vice Chairman of its successor, HKMB Hub International Ltd. Prior to joining Hunter Keilty Muntz and Beatty Limited in 2001, his career spanned more than 25 years as a business lawyer with Blake, Cassels & Graydon and as a senior leader in international finance. He has served as a director of Micromem since 2001.

Oliver Nepomucenohas served as a director of Micromem since June 26, 2006. He is a resident of Switzerland and continues to serve as a Financial Advisorfinancial advisor and is located in Switzerland. He actively assists corporations in the development of new business opportunities in new markets.

Alex Deyisaisa retired businessman and was elected as a director on September 24, 2010. He was the sole proprietor of Alex Dey, Chartered Accountants until July 31, 2004.

Brian Von HerzenSince 1993, Dr. Von Herzen has served as Chief Executive Officer at Rapid Protoypes, Inc. providing turnkey electronic product design services, including commercial product specifications and fully functional engineering product prototypes, frequently using programmable logic devices. Rapid Prototypes is expert in electronic engineering design technologies designed to minimize time to market for new electronic products in networking, consumer electronics and other commercial products. The company has developed some of the world’s fastest commercial FPGA applications. Dr. Von Herzen also serves on the board of directors of the Climate Foundation and Bright Energy Storage Technologies, LLP. Dr. Von Herzen has also developed software and hadware systems ranging from apps on smartphones to multi-GHz correlating spectrometers for the Caltech Submillimeter Observatory. He has extensive experience with electronic and optical system development for commercial electronic products.

There are no arrangements or understandings between any director and any other person pursuant to which the director was selected as a director or executive officer. Each director holds office until the next annual meeting of shareholders or until his or her successor is elected or appointed, unless his or her office is earlier vacated according to the provisions of our By-laws or theBusiness Corporations Act (Ontario).

Other than a father/son relationship between Salvatore Fuda (father) and Joseph Fuda (son), there is no family relationship between any director or executive officer and any other director or executive officer.

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