The undivided 50% interest in the VEMRAM patents was originally conveyed to Ataraxia Corp. by Estancia Limited, a company incorporated under the laws of the Turks & Caicos Islands, pursuant to a Joint Ownership and Licensing Agreement dated September 17, 1997, referred to herein as the JointOwnership and Licensing Agreement, which Ataraxia Corp. assigned to Pageant International on October 22, 1997 with the written consent of Estancia Limited. In addition to the undivided 50% interest in the VEMRAM patents, under the Joint Ownership and Licensing Agreement, Pageant International was granted an exclusive worldwide license to develop, manufacture and sell the VEMRAM technology. The Joint Ownership and Licensing Agreement required Pageant International to pay Estancia Limited, or its nominee, a royalty of 40% of the gross profits less expenses agreed by the parties for each technology license sold. Additionally, Pageant International would be required to pay Estancia Limited 40% of any per unit royalty received by Pageant International less properly documented reasonable expenses directly related to the obtaining of those royalties and as agreed by the parties in writing.

The Joint Ownership and Licensing Agreement also provided that if Pageant International, as approved assignee of Ataraxia Corp., sold the rights to the VEMRAM technology to a third party not owned or controlled by it, it would have to pay Estancia Limited 50% of the proceeds from such transaction. In the event of the sale of all of the VEMRAM technology rights, 50% of the proceeds would be assigned to Estancia Limited, reflecting its 50% undivided interest in the technology, rather than 40% reflecting its royalty rights under the VEMRAM License. Estancia Limited is controlled by John Zammit. Mr. Zammit has no direct control relationship with us, and our management is not aware of the existence of an indirect control relationship between us and Ataraxia Corp and Mr. Zammit.

The acquisition of Pageant International was treated as a reverse takeover for accounting purposes. In the case of the purchase of Pageant International by Micromem, the two former shareholders of Pageant International ended up with a greater number of voting shares than did the pre-acquisition of our shareholders and therefore were deemed to have apparent control. Our consolidated financial statements are presented as a continuation of the financial position and results of Pageant International, even though we remain the legal parent and Pageant International remains the legal subsidiary. The primary consequence of the application of this treatment to the acquisition is that the patent rights were recorded at $100 on the date of the reverse takeover, the historical value at which they were carried on the Pageant International balance sheet.

Agreement to Purchase Estancia Limited Interests

On December 10, 2000, we and Pageant International entered into an Asset Purchase Agreement with Estancia Limited and Richard M. Lienau to purchase from Estancia Limited and Mr. Lienau all interests in the VEMRAM patents and the VEMRAM technology and all other rights, interests and entitlements held by Estancia Limited and Mr. Lienau as set forth in the Joint Ownership and Licensing Agreement, also referred to herein as the estancia limited interests.

Under the Asset Purchase Agreement, which closed on March 9, 2001, Pageant International agreed to pay a purchase price of $50.0 million to Estancia Limited, as follows:

• $10.0 million was paid on closing, in the form of 2,007,831 of our common shares (or $8.0 million worth of our common shares based on the close price on the closing date, being $3.98 per share) and $2.0 million in cash;

• $20.0 million, paid if and when either: (a) certification was received from Honeywell Federal Manufacturing & Technologies that fully integrated, randomly addressable memory matrices of VEMRAM technology met certain stipulated performance standards, or (b) Micromem or any of its affiliates executed a definitive agreement for the sale or licensing of the VEMRAM technology to an “arm's length” third party for any commercial purposes other than testing or evaluation of the technology. The $20 million was payable in the form of cash and common shares to be determined by Pageant International provided that a minimum of 50% of the $20.0 million shall be paid in our common shares valued at the close of trading on the date of such certification receipt, sale or licensing; and

• $20.0 million, paid if and when we or any of our affiliates executed a definitive agreement for the sale or licensing of any technology (including the VEMRAM technology) owned by us to an “arm's length” third party for any commercial purposes other than testing or evaluation of the technology; payable in the form of cash and common shares to be determined by Pageant International provided that a minimum of 50% of the $20.0 million shall be paid in common shares valued at the close of trading on the date of execution of the license.

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Notwithstanding the provisions triggering the two $20.0 million payments, also referred to herein as the triggering events, Pageant International had the right to pay any portion or all of the purchase price at any time following the March 9, 2001 closing date,through a combination of cash and common shares, provided that a minimum of 50% of such payment was through the issuance of common shares.

At the closing of the Asset Purchase Agreement, on March 9, 2001, Estancia Limited was also required to and, they did in fact enter into a three year technology development agreement with Pageant International for the continued services of Mr. Lienau towards the development of VEMRAM technology, also referred to as the Technology DevelopmentAgreement. The Technology Development Agreement provided for fees to Estancia Limited of $215,000 per annum and a budget for the continued development of VEMRAM of up to $500,000 per annum. Effective April 23, 2002, the Technology Development Agreement was amended to extend the term of the agreement for an additional eight months commencing March 9, 2004 through to November 9, 2004, and to provide a reduction of the monthly fees payable to Estancia Limited to $107,500 during the period from June to December 2002, and during the extended period.

Because neither of the triggering events occurred prior to March 9, 2004, Pageant International was deemed to have conveyed a 40% undivided interest in the VEMRAM patents and granted a 32% gross profits royalty (as described below), to Estancia Limited, where the proportionate interest was calculated as the ratio of the portion of the purchase price remaining unpaid (being $40.0 million) at such date over $50.0 million. Consequently, Pageant International owns a 60% interest in the VEMRAM patents and is required to pay Estancia Limited royalties equal to 32% of: (a) the gross profit, less expenses agreed to by the parties, for each license of the VEMRAM patents sold or otherwise transferred by Pageant International; and (b) the amount of any unit royalty received by Pageant International as a result of the license or sale of the VEMRAM patents less reasonable expenses directly related to the obtaining of said royalties.

Research and Development Initiatives at the University of Toronto 2003-2007

On October 24, 2002, we entered into a two-year research collaboration agreement, also referred to herein as the U of T Research Collaboration Agreement, with Materials and Manufacturing Ontario, the University of Toronto and Dr. Harry Ruda, Chair Professor in Nanotechnology. Through the collaboration, we have continued our involvement in the research and development of magnetic memory technology, carried out by a highly skilled research team headed and assembled by Dr. Ruda. Under the agreement, we and Materials and Manufacturing Ontario have each provided CDN $272,000 of funding and a combined CDN $544,000 was used to cover the operating expenses of the research collaboration over a term of two years. Under the agreement, we maintain our ownership of our portfolio of patents and intellectual property to date.

On November 1, 2002, we entered into an Infrastructure Agreement with the University of Toronto to fund the assembly of a facility for research and development and fabrication of magnetic memory which involves the storage of memory using magnetization. Under the terms of the agreement, we agreed to contribute $249,463 (CDN $360,000) in cash to fund the direct costs of magnetic memory files. The payment schedule to the University of Toronto was as follows:

• $83,154 (CDN $120,000) on execution of agreement, which was paid;

• $83,154 (CDN $120,000) at end of the two months following November 1, 2002, which was paid; and

• $83,155 (CDN $120,000) at end of the four months following the November 1, 2002, which was paid.

On December 10, 2002, we entered into a Collaborative Research Agreement with Communications and Information Technology Ontario, the University of Toronto and Dr. Harry Ruda. Under the terms of the agreement, over a period of two years, we were required to contribute $63,750 (CDN $92,000) in cash and $67,632 (CDN $97,600) of in-kind contribution. Communications and Information Technology Ontario was required to contribute $215,430 (CDN $308,000) for research into “High Density Magnetic Memory Device Development”. In consideration of such contribution, Communications and Information Technology Ontario received a royalty based on revenues received from the sale of products incorporating intellectual property developed under this collaboration agreement for the remaining life of patents issued in connection with such intellectual property.

On March 1, 2003, we entered into an Equipment Transfer Agreement with the University of Toronto. Under the terms of this agreement, we conveyed equipment having an estimated value of $200,000 (CDN $297,600) to the University of Toronto for incorporation into the University's magnetic memory facility for the research and development and fabrication of magnetic memory.

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On November 12, 2003, we entered into a second two-year research collaboration agreement, also referred to herein as the Second U of T Research Agreement, with Materials and Manufacturing Ontario and the University of Toronto. Through the collaboration, we continued our involvement in the research and development of magnetic memory technology carried out by a highly skilled research team headed by Dr. Harry Ruda. Under this agreement, we committed to providing $56,130 (CDN $81,000) per year in cash and $30,770 (CDN $44,400) per year of in kind contributions. Materials and Manufacturing Ontario committed to providing $58,900 (CDN $85,000) in cash. The combined cash contributions of both us and Materials and Manufacturing Ontario of $230,060 (CDN $332,000), was designated to cover the operating expenses of the research collaboration over a term of two years. Materials and Manufacturing Ontario's funding of $117,800 (CDN $170,000) is paid directly to the University of Toronto. Under the agreement, we maintained our ownership of our portfolio of patents and intellectual property that were developed prior to or outside of the scope of the agreement.

Each research collaboration agreement contemplates a number of milestones under a comprehensive research plan. The research was carried out from research facilities at the University of Toronto. We have the first right to an exclusive and perpetual worldwide sub-license for all uses of the technology developed under the collaboration (except that the University of Toronto may use the technology for educational and research purposes). Materials and Manufacturing Ontario and Communications and Information Technology Ontario, as the case may be, were entitled to receive a royalty on our manufacturing revenues from the sale of products incorporating the technology developed under the collaboration. A separate royalty would be negotiated in the future on revenues to be generated by us from sub-licenses of the technology developed under the collaboration.

Each of Materials and Manufacturing Ontario and Communications and Information Technology Ontario is one of four Ontario Centres of Excellence established by the Ontario government to promote commercial research partnerships between universities and industry. The Ontario Centres of Excellence program is funded by the Ministry of Enterprise, Opportunity and Innovation and is part of the Provincial government's $2 billion investment in Ontario's knowledge economy. On April 1, 2004, Materials and Manufacturing Ontario, Communications and Information Technology Ontario and two other Centres of Excellence (CRESTech and PRO) merged to become OCE Inc., a non-for-profit, member based corporation.

In June 2005, we signed a license agreement with the University of Toronto and OCE Inc. whereby OCE Inc. released us from all future claims that existed under previous research collaboration and infrastructure agreements, and we acquired the exclusive worldwide license to exploit the related technology developed at the University of Toronto. We committed to a schedule of royalty payments on net revenues from related license revenues subject to a maximum cumulative payment of CDN $500,000. Thereafter we can buy out all remaining obligations under this agreement by the payment of an additional CDN $500,000 or the sum of the prior two years of royalty payments at the time of the buyout.

The research work contained at the University of Toronto through early 2007 when it began to wind down and, as described further below, the Company began to pursue commercial prototyping in industrial foundry settings.

Hiring of Cynthia Kuper as CTO

In mid-2004 we hired Cynthia Kuper as a consultant and in January 2005, we entered into an employment agreement with Ms. Kuper for her services as Chief Technology Officer. The agreement had a term of two years and could be terminated by either party at any time with 4 months notice. The remuneration stipulated in the agreement was $260,000 per year and 300,000 options, each option enabling her to purchase one common share at $0.80. These options expired unexercised on March 22, 2007. In addition, Ms. Kuper was previously granted 100,000 options each of which entitled her to purchase one common share for $0.68 in connection with her role as acting Chief Technology Officer since September 2004. These options expired on December 31, 2005 and were replaced by 100,000 options each of which entitled her to purchase one common share for $0.68 and which were exercised in May 2008.

In September 2006, we extended the employment agreement with Ms. Cynthia Kuper for an additional two years commencing in January 2007 on the same terms, conditions and cancellation provisions as reflected in the original contract. Ms. Kuper was granted an additional 200,000 stock options in August 2006, each option enabling her to purchase one common share for $0.80 and which were exercised in May 2008.

On November 18, 2007 the Company served Ms. Kuper with the required four months written notice of termination of her employment agreement without cause.

Ms. Kuper filed a claim against the Company in February 2008 citing wrongful dismissal and making a number of allegations against the Company. The Company vigorously denied Ms. Kuper’s claims stating that they were malicious and frivolous. The Company pursued this matter through November 2008 when it was ultimately dismissed by the regulators. See “Item 8 - Major Shareholders and Related Party Transactions - B. Legal Proceedings.”

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Research and Development Efforts

We began to pursue potential strategic development partners in 2006. At that time, we engaged Strategic Solutions Inc. (“Strategic Solutions”), a California based engineering/design consulting firm to work with us to take forward to industrial partners the work that was being completed in the University of Toronto research laboratory.

A number of initial meetings and discussions were held with US-based and foreign companies, notably Hewlett Packard, Lockheed Martin and Omron Inc. in 2006-2007. The Company was encouraged by the future potential to work with such parties but realized that substantial additional development work was still required.

Accordingly, the Board of Directors formed a Technical Advisory Committee in mid 2007 consisting of Larry Blue and Steve Van Fleet, two of its Directors and both of whom have substantial industry experience and careers in related technology. To round out the Technical Advisory Committee, the Company recruited Mr. Henry Dreifus of Dreifus Associates Limited of Orlando, Florida. It recruited Mr. Dreifus as its candidate of choice, having considered a number of other technical experts from across North America.

The Technical Advisory Committee took the leadership role in the Company's technical developments commencing in September, 2007. At the time, with ongoing assistance provided by Strategic Solutions, the Company engaged Global Communications Semiconductor Ltd., (“GCS”) of California to develop initial prototypes in its California-based foundry. GCS had considerable experience in dealing with gallium arsenide-based applications which was a significant consideration in the selection of that foundry.

Between September 2007 and February 2008, the Company announced a series of development milestones achieved in the GCS foundry. Through the efforts of our Technical Advisory Committee, the Company determined that it would pursue the further development of its magnetic sensor market opportunities in the immediate term while pursuing the longer term goal of also developing its memory applications.

In earlyThe Company continues to rely on a number of key advisors including GCS, Dreifus Associates Ltd. (“DAL”) and BAE. It has worked exclusively with Morgan Lewis LLP with respect to its intellectual property filings with respect to all of this development work.

During 2008 the Company was approached by– 2009, we entered into joint development and/or manufacturing agreements with BAE Systems (“BAE”) which had, Unotron Inc. (“Unotron”), LifeMed Technologies Inc. (“LMTI”) and NEMT Ltd. (“NEMT”) as discussed below:

BAE:In early 2008, BAE expressed initial interest in the Company's sensor technology. The Company and BAE executed the appropriate confidentiality material transfer agreements and began discussions with respect to specific project work to be conducted in BAE's foundries in the United States. In August 2008, the Company entered into a working agreement with BAE whereby the Company agreed to commit up to $1 million of funding to BAE ledBAE-led development work on its sensor technology. The Company retains exclusive ownership of any intellectual property that is developed in this initiative.

The end goal of the BAE development work is to identify specific applications where BAE would incorporate the Company's technology into their product offerings to their own large defense and aerospace customers.

During 2009, Micromem and BAE Systems successfully completed the manufacturing of a multi-bit array structure of our memory. The work was completed in BAE’s U.S. Department of Defense (“DOD”) foundry in Nashua New Hampshire. Micromem submitted the multi-bit array structure in a reticle design format to BAE which manufactured the memory using their proprietary high mobility epi layer and their standard foundry processes. The magnetic processing steps required in the manufacture of our memory was subcontracted to specialty manufacturers. Memory testing was completed by a certified third party company.

Micromem and BAE Systems were successful in creating a fully functioning multi-bit MRAM cell. We believe that we have proved the efficacy of our memory patent portfolio. Our strategy is to license the memory patent portfolio to clients that have specific end user requirements that require low power, high temperature radiation hardened memory.

BAE tested and validated the high sensitivity of our magnetic sensor. Our strategy is to perform joint business development with BAE to the DOD and increase the government’s interest in our technology, whereupon BAE and Micromem intend to enter into a licensing agreement whereby our technology will be transferred to BAE for integration into their product portfolio.

Unotron.: Unotron and Micromem entered into a manufacturing agreement in 2009 that requires Micromem to develop a magnetic sensor based keyboard substrate that is to be integrated into Unotron’s waterproof and washable keyboards. These keyboards can be placed within a commercial dishwasher to prevent diseases from being transmitted on the keyboard. In parallel with2009, Micromem designed, manufactured, tested and delivered the BAE initiativesinitial volume of keyboards to Unotron in Hong Kong. The keyboard are being tested and submitted for FCC/CE certification. Our strategy is to begin routine manufacturing of the Technical Advisory Committee begankeyboard substrates in 2010.

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LMTI: In 2009 Micromem and LMTI entered a manufacturing agreement pursuant to pursue multiple discussions with other potential strategic partners.which we received a $30 million Purchase Order. Under the terms of the agreement, Micromem will design, manufacture prototypes, submit and obtain FDA 510(K) approval and manufacture a medical device that incorporates our magnetic sensor technology. The medical device is designed to provide early detection of abnormalities in women’s breasts. We believe the medical device will be cost effective, easy to use and directed at providing a simple home test for early breast cancer indication.

Over the past six months, the CompanyThe prototype product has announced that it isbeen designed and fully tested. The FDA 510(K) process has begun. Micromem has engaged King and Spaulding in initial discussionsWashington DC as our FDA attorney. Micromem has contracted with a number of other entitiesphysician in New York City who are considering strategic alliances with the Company. At the same time the Company has committed resources to the development of specific sensor application/technologyexperience in running clinical trials in the miningbreast cancer detection area. Our strategy in 2010, pending FDA approval of the product, is to begin routine manufacturing for LMTI. It is anticipated that LMTI will receive product from Micromem in 2010.

NEMT: In 2010 Micromem and NEMT entered into a manufacturing agreement to develop a magnetic device capable of detecting small changes in the earth’s magnetic signature. NEMT desires to use this for aerial exploration in the Bearing Sea for oil and gas sectors.reserves. The developmentprototype device was designed and built and tested in these areas continue.the field by NEMT. In late 2009 NEMT discovered two oil reserves in 400 meters of water.

The Company continuesOur strategy is to rely ondeliver the final product during the first quarter of 2010 to NEMT, which will use the device to fulfill an exploration contract they were awarded last year. Upon successful extended operation of the product, we will consider entering into a number of key advisors including Strategic Solutions, GCS, DALlicensing and BAE. It has worked exclusivelysales agreement with Morgan Lewis LLP with respect to its intellectual property filings with respect to all of this development work.NEMT.

Changes to Our Board of Directors and Management

On January 11, 1999, immediately following our acquisition of Pageant International, Stephen Fleming, who had been serving as President and Chief Executive Officer of Pageant Technologies (USA) Inc., was elected to our Board of Directors to join Salvatore Fuda and Ross McGroarty, who had served as Directors since 1992 and 1988, respectively. The Board of Directors then elected Mr. Fuda as Chairman of the Board of Directors, Mr. Fleming as President and Chief Executive Officer, and Mr. McGroarty, who had been serving as our President, to serve as our Executive Vice President and Secretary.

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Subsequently, on March 18, 1999, Robert Patterson, who had been serving as Chairman of the Board of Directors and Vice President of Corporate Development of Pageant Technologies (USA) Inc., was elected to serve as our President and Chief Executive Officer to replace Mr. Fleming. On November 15, 1999, Antonio Lopes was appointed Chief Financial Officer. On June 15, 2000, Mr. McGroarty resigned as Executive Vice-President and Secretary.

At our annual meetingAnnual Meeting of shareholdersShareholders held on June 29, 2000, the following individuals were elected to serve on our Board of Directors: Andrew Brandt, Stephen Fleming, Salvatore Fuda, Charles Harnick and George Kennedy. The terms of all previously elected directors ended on such date. The term of Mr. Lopes' employment as our Chief Financial Officer ended on June 5, 2000 and Mr. Raj Viswanathan was then appointed to serve as our Chief Financial Officer. The term of Robert Patterson's employment as our President and Chief Executive Officer having ended, Salvatore Fuda was reappointed as Chairman of the Board of Directors and he was appointed to serve as our Chief Executive Officer on June 29, 2000. Also on June 29, 2000, Manoj Pundit was appointed to serve as our Executive Vice-President and General Counsel. On February 21, 2001, Dr. Dale Hensley was appointed to serve as Chief Operating Officer of both Micromem and Pageant Technologies (USA) Inc.

At our annual meeting of shareholders held on March 14, 2001, Andrew Brandt, Stephen Fleming, Salvatore Fuda, Charles Harnick, George Kennedy, Manoj Pundit and David Sharpless were elected to serve on our Board of Directors.

At a meeting of our Board of Directors held on March 14, 2001, a resolution was passed appointing Dale Hensley as a director of Micromem. At a meeting of our Board of Directors held on February 13, 2002, our Board of Directors accepted the resignation of Salvatore Fuda as President and Chief Executive Officer of Micromem due to health reasons. Salvatore Fuda continues to serve as our Chairman of the Board of Directors. In his place, the Board of Directors appointed Joseph Fuda to serve as our Director and as President and Chief Executive Officer. Messrs. Andrew Brandt, Stephen Fleming, Salvatore Fuda, Charles Harnick, Dale Hensley, George Kennedy, Manoj Pundit, David Sharpless and Stephen Van Fleet were elected as Directors of Micromem at the annual meeting held April 30, 2002.

Dr. Dale Hensley's employment as our Chief Operating Officer was terminated effective as of September 24, 2002. Raj Viswanathan resigned as our Chief Financial Officer on October 31, 2002 and as a Director of Pageant Technologies (USA) Inc. on September 26, 2002. Dr. Hensley resigned as a Director of Pageant Technologies (USA) Inc. on September 26, 2002 and as a Director of Micromem effective October 9, 2002. Antonio Lopes was reappointed as our Chief Financial Officer on November 1, 2002.

At our annual meeting of shareholders held on June 6, 2003, Salvatore Fuda, Stephen Fleming, Charles Harnick, George Kennedy, Andrew Brandt, Manoj Pundit, Joseph Fuda, David Sharpless and Steven Van Fleet were elected to serve on our Board of Directors.

At our annual meeting of shareholders held on June 25, 2004, Salvatore Fuda, Stephen Fleming, Charles Harnick, George Kennedy, Andrew Brandt, Manoj Pundit, Joseph Fuda, David Sharpless and Steven Van Fleet were elected to serve on our Board of Directors. Dan Amadori replaced Antonio Lopes as our Chief Financial Officer on the annual meeting date.

Cynthia Kuper joined us as Chief Technology Officer on January 28, 2005 after serving as acting Chief Technology Officer since September 2004. At our annual meeting of shareholders held on June 27, 2005, Salvatore Fuda, Stephen Fleming, Charles Harnick, George Kennedy, Andrew Brandt, Manoj Pundit, Joseph Fuda, David Sharpless and Steven Van Fleet were elected to serve on our Board of Directors.

On November 12, 2005 Mr. Larry Blue was appointed to serve on our Board of Directors.

At our annual meeting of shareholders held on June 26, 2006,2009, Salvatore Fuda, Andrew Brandt, Joseph Fuda, David Sharpless, Steven Van Fleet, Oliver Nepomuceno and Larry Blue were electedreelected to serve on our Board of Directors. Messrs. Salvatore Fuda, Joseph Fuda, Manoj Pundit, Dan Amadori and Ms. Cynthia KuperHenry Dreifus did not stand for reelection but continued to hold the officer roles as described above.

At our Annual Meeting of shareholders on Friday, July 27, 2007 Salvatore Fuda, Andrew Brandt, Joseph Fuda, David Sharpless, Steven Van Fleet, Oliver Nepomuceno and Larry Blue were all re-elected to serve on our Board of Directors. Messrs. Salvatore Fuda, Joseph Fuda, Manoj Pundit, Dan Amadori and Ms. Cynthia Kuper’s roles as officers of the Company were continued.

On November 18, 2007, pursuanta consultant to the terms of the employment agreement previously executed, the Company served four months notice to terminate the employment contract of Cynthia Kuper as Chief Technology Officer.

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On February 1, 2008, Manoj Pundit resigned as Vice President and Secretary of the Corporation.

On March 12, 2008, Mr. Henry Dreifus was appointed to serve on our Board of Directors.

In May 2008, the Company entered into a three-year employment agreement with Steven Van Fleet to serve as President of MAST INC., our wholly-owned US-based subsidiary. We also entered into a two-year employment agreement with Joseph Fuda in his capacity of President and Dan Amadori in his capacity as CFO.

In our annual meeting of shareholders held on Thursday June 26, 2008, Salvatore Fuda, Andrew Brandt, Joseph Fuda, David Sharpless, Steven Van Fleet, Oliver Nepomuceno, Larry Blue and Henry Dreifus were all re-elected to serve on our Board of Directors.Company. Messrs. Salvatore Fuda, Joseph Fuda, Dan Amadori and Steven Van Fleet rolesFleet’s continue to serve as officers were continued.of the Company.

B.

Business Overview

We are engaged in the development of memory technology having the characteristic of non-volatility, which is the ability to retain information after power has been shut off. Our technology is based on our ability to use magnetic materials in combination with a sensor to record the “state of magnetization.” Each magnetic element stores one bit of data based on its ability to alternate between states of magnetic polarization, which states are determined by a sensor. Our technology represents “1”s and “0”s by the different polarization of magnets. For example, a magnet oriented north/south is a “1” and a magnet oriented south/north is a “0”. The magnetic field strength and direction do not decay when power is switched off, and, therefore, the memory is non-volatile.

In June 2002, our management determined that our research and development required restructuring due to financial constraints, in order to continueSince 2007 we have pursued the development of magnetic non-volatile memory technology. Accordingly, we commenced restructuring our operations in July 2002 to achieve an orderly transition of our research and development program. As part of this restructuring, Pageant Technologies (USA) Inc., a subsidiary of Pageant International, closed its Lee's Summit, Missouri facility by August 31, 2002 and we downsized our head office in Toronto as of October 31, 2002. Both we and Pageant Technologies (USA) Inc. terminated Dr. Dale Hensley as Chief Operating Officer effective as of September 24, 2002. Pageant Technologies (USA) Inc. terminated all of its other employees by October 31, 2002. Dr. Hensley resigned from our Board of Directors on October 9, 2002 and as a Director of Pageant Technologies (USA) Inc. on September 26, 2002. In September 2002, Pageant Technologies (USA) Inc. terminated its agreement with Townsend Capital Inc. pursuant to which Pageant Technologies (USA) Inc. occupied the offices, laboratory and clean room it had occupied at Summit Technology Campus, Lee's Summit, Missouri.

Until August 2002, we were pursuing thefurther development of our two unique memory technologies:

• a memory designand our sensor technology with the magnetic bit aligned horizontally to the substrate, known as HEMRAM;support of two U.S.-based foundries, GCS in California and

• a memory design BAE in New Hampshire. We have executed joint development/manufacturing agreements with the magnetic bit aligned vertically to the substrate, known as VEMRAM.

Since July 2002, we have participated in further magnetic memory technology researchUnotron, NEMT and development pursuant to our collaboration with the University of Toronto and Dr. Harry Ruda. We launched additional development initiatives in 2007. SeeLMTI – see “Research and Development Efforts” beginning on Page 18page 15 of this Annual Report. We continue to make progress with these parties and believe that initial revenues and/or license fees will be realized in 2010 by the Company through these and other initiatives that it is pursuing.

We have acontinue to expand the portfolio of patents and patent applications protecting the technology that we are developing.

Industry Background

The semiconductor memory industry is principally driven by the requirements of the computing industry. The nature of the memory manufacturing industry is that it is capital intensive, cyclical, rapidly changing and it depends significantly on patent protection.

The semiconductor industry is intensely competitive. Both low-density and high-density nonvolatile memory products are manufactured and marketed by major corporations possessing worldwide wafer manufacturing and integrated circuit production facilities and by specialized product companies.

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Our Company's Technology

The various characteristics of the our technology can be better understood by describing the three basic types of memory used in present day computers, Random Access Memory (RAM), Read Only Memory (ROM), and secondary storage devices such as floppy and hard disks.devices. The three types of memory are described below:

Random Access Memory (RAM) is memory that can be both read and written randomly, which means that its storage locations can be accessed in any order. Thus, a computer using RAM can find and go directly to the selected location rather than performing a sequential search. Semiconductor RAM is usually the primary memory associated with the computer'scentral processing unit (CPU), the computational unit of the computer responsible for interpreting and executing instructions. However, RAM isvolatile which means that all stored information vanishes once the power supply is removed and must be restored from a secondary storage device each time the power is resumed.

Two typical examples of RAM are Dynamic Random Access Memory and Static Random Access Memory.Dynamic Random Access Memory (DRAM) uses integrated circuits containing capacitors to achieve significant storage capacity and speed. DRAM can be written and read in the speed range of less than 100 nanoseconds. DRAM has a major drawback in that its capacitors lose their charge over time and therefore information contained in DRAM must be continually refreshed. This means that, on average, DRAM must stop operations every 16-30 milliseconds and restore all of the data it contains or the data will disappear. During this refresh time, the processor has no access to the information being refreshed.Static Random Access Memory (SRAM) differs from DRAM in that it stores information in a logic circuit referred to as a flip-flop, rather than in a capacitor. SRAM memory does not need to be refreshed while the power is on, but also loses its information once the power is turned off.

Read Only Memory (ROM), like RAM, can be read randomly, but cannot be written randomly. Unlike RAM, however, it is non-volatile and therefore does not lose its information when a computer's power is cut off. ROM is typically employed to store vital program information required during the first moments after a computer is powered on. It may be used for such purposes as forcing system test routines, directing the processor to input/output devices or for controlling access to certain computer subsystems such as hard drives.EPROMs(erasable programmable read-only memory) andEEPROMs (electrically erasable read-only memory) are read only memories that can be erased and rewritten, but must be written “en masse,” rather than at the individual word level. “Flash” memory is a form of EEPROM that is widely used today in such devices as cell phones, modems and personal digital assistants. The drawbacks to Flash memory are that write times are slower, the number of read/write cycles are limited and there is a requirement for significantly higher power to store data.

Secondary Storage Devices includeCDs, which are light and portable and are written and read by a motor driven mechanical drive. They normally have a storage capacity in the low megabyte range and are non-volatile and can be both written and read. However, since they are serial (as opposed to parallel) devices, they are considerably slower than RAM.

Our technology combines the use of semi-conducting ferromagnetic metals with a sensor. When the magnetization of the magnetic material changes direction, the sensor senses the change in direction and records a “0” or “1”. In this fashion, a bit is created that is non-volatile and based on magnetic properties. We are developing this form of magnetic random access memory for low-density applications, such as RFID, that can benefit from non-volatile data storage.

Competition

We are aware of others conducting research, development and commercialization in the magnetic non-volatile memory area. These include IBM Research (San Jose, California), Ovonyx, Inc. (Troy, Michigan), Hewlett-Packard (Palo Alto, California), Honeywell (Plymouth, Minnesota), Motorola (Phoenix, Arizona) and Freescale Semiconductor.

Two main centers of MRAM research are at IBM and Infineon. IBM and Infineon have alternative MRAM technologies based on the giant magneto resistance principle. This giant magneto resistance principle primarily consists of two ferromagnetic layers separated by a conductive nonmagnetic interlayer. The electrical resistance is high in the absence of an external magnetic field. However, an applied external field forces the initially anti-parallel magnetization in the coupled films into parallel alignment and the resistance drops. The high or low resistance determines the data storage state. Magnetic tunnel junction cells, as they are known, have similar sandwiched structures but the interlayer is insulating instead of conducting. In contrast to giant magneto resistance structures, in which the sense current flows parallel to the layers, the current in magnetic tunnel junction flows perpendicularly to the layers of the stack.

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Even thought we cite these companies as our competitors, because they develop MRAM technology, it should be noted that our technology is significantly different with respect to the device architecture and mechanism of functioning.

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Equity Financing Transactions

In August 2003, we completed unit private placements to two private investors. Under the private placements, we received $162,500 as subscription proceeds for the sale and issue of 2,031,250 units. Each unit consists of one common share and one Series A warrant. Each Series A warrant entitles the holder to purchase one common share and one Series B warrant for $0.08 per unit until expiry 12 months from the date of issue. Each Series B warrant entitled the holder to purchase one additional common share for $0.08 per share until expiry 12 months from the date of issue. In August 2004, the investors exercised 2,031,250 Series A warrants and we thus issued 2,031,250 common shares and 2,031,250 Series B warrants and realized proceeds of $162,500. In February 2005, the investors exercised 1,406,250 Series B warrants and we thus issued 1,406,250 common shares and realized proceeds of $112,500. In August 2005, our investors exercised the remaining 625,000 Series B warrants and we thus issued 625,000 common shares and realized proceeds of $50,000.

In December 2003, we completed unit private placements to two Canadian private investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. Under the private placements, we received $33,000 as subscription proceeds for the sale and issue of 300,000 units. Each unit consists of one common share and one Series A warrant. Each Series A warrant entitled the holder to purchase one common share and one Series B warrant for $0.11 per unit until expiry 12 months from the date of issue. Each Series B warrant entitled the holder to purchase one additional common share for $0.11 per share until expiry 12 months from the date of issue. In October 2004, the private investors exercised 200,000 Series A warrants and we thus issued 200,000 common shares and 200,000 Series B warrants and realized proceeds of $22,000. In November 2004 and February 2005 the investors exercised the balance of their Series A and B warrants and we thus issued 400,000 common shares and realized proceeds of $44,000.

In December 2003, we also completed a unit private placement to one Canadian private investor pursuant to prospectus and registration exemptions set forth in applicable securities laws. Under the private placement, we received $40,000 as subscription proceeds for the sale and issue of 500,000 units. Each unit consists of one common share and one Series A warrant. Each Series A warrant entitles the holder to purchase one common share and one Series B warrant for $0.08 per unit until expiry 12 months from the date of issue. Each Series B warrant entitles the holder to purchase one additional common share for $0.08 until expiry 12 months from the date of issue. In June 2004, the private investor exercised the Series A warrants and we thus issued 500,000 common shares and 500,000 Series B warrants and realized proceeds of $40,000. In September 2004, the private investor exercised the Series B warrants and we thus issued 500,000 common shares and realized proceeds of $40,000.

In December 2004, we completed a unit private placement to several U.S. investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. Under the private placement, we received $617,000 as subscription proceeds for the sale and issue of 1,028,344 units. Each unit consists of one common share and one Series A warrant. Each Series A warrant entitles the holder to purchase one common share and one Series B warrant for $0.60 per unit until expiry 12 months from the date of issue. Each Series B warrant entitles the holder to purchase one additional common share for $0.60 per share until expiry 24 months from the date of issue. In December 2005, we revised the terms of this unit private placement. The unit was revised to consist of one common share, one Series A warrant expiring on June 30, 2006 and one Series B warrant expiring on December 31, 2006. The remaining terms of the warrants are unchanged.

In January 2005, we completed a unit private placement to one Canadian investor pursuant to prospectus and registration exemptions set forth in applicable securities laws. Under the private placement, we received $10,500 as subscription proceeds for the sale and issue of 14,000 units. Each unit consists of one common share and one Series A warrant. Each Series A warrant entitles the investor to purchase one common share and one Series B warrant for $0.75 per unit until expiry 12 months from the date of issue. Each Series B warrant entitles the holder to purchase one additional common share for $0.75 per share until expiry 12 months from the date of issue. In December 2005, we revised the terms of this unit private placement. The unit was revised to consist of one common share, one Series A warrant expiring on June 30, 2006 and one Series B warrant expiring on December 31, 2006. The remaining terms of the warrants are unchanged.

In January 2005, we arranged a unit private placement to several investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. Under the private placement we received $845,000 by April 1, 2005 as subscription proceeds for the sale of 1,300,000 units. Each unit consists of one common share and one Series A warrants. Each Series A warrant entitles the holder to purchase one common share and one Series B warrant for $0.65 per unit until expiry 12 months from the issue date. Each Series B warrant entitles the holder to purchase one additional common share for $0.65 per share until expiry 12 months form the date of issue. In December 2005, we revised the terms of this unit private placement. The unit was revised to consist of one common share, one Series A warrant expiring on June 30, 2006 and one Series B warrant expiring on December 31, 2006. The remaining terms of the warrants are unchanged.

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Our Board of Directors subsequently again revised the terms of the Series A and Series B warrants relating to the Unit private placements completed in December 2004 and January 2005 as follows:

• In June 2006, the expiry date on the Class A warrants was extended to September 30, 2006 on the provision that one-third of the outstanding Class A warrants were exercised by June 20, 2006. A total of 771,850 Class A warrants were exercised on this basis and the Company realized proceeds of $485,948. A total of 1,563,484 Class A warrants remained outstanding.

• In September 2006 the expiry date on the Class A warrants were extended to December 31, 2006.

• In January 2007 all of the outstanding Class A and Class B warrants were re-priced to $0.50 per warrant and the expiry date was extended to June 30, 2007.

• In April 2007 all of the outstanding Class A and Class B warrants were repriced to $0.40 per warrant and the expiry date was extended to June 30, 2008.

In 2007, the Company decided to suspend its efforts to register these warrants and the underlying shares issuable upon exercise of the warrants with the Securities and Exchange Commission.

On June 8, 2005, we entered into a financial advisory services agreement with an arm's length entity and, as consideration, issued a warrant to purchase 1,000,000 of our common shares. The warrant entitled the holder to purchase our common shares at $0.70 per share. The warrant expired unexercised in June 2006.

We entered into a second financial advisory services agreement on June 22, 2005 with an arm's length entity and, as consideration, issued warrants to purchase 800,000 of our common shares. The warrant entitled the holder to exercise the warrants on a "cashless" basis as further described below. The warrants originally were to expire in December 2006. Prior to the original expiry date, the Board of Directors extended the expiry date to March 31, 2007. These warrants were subsequently extended to June 30, 2008 and repriced to $0.40 per warrant.

In May 2006 the Company completed a unit private placement financing with two investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. The Company received $75,000 as subscription proceeds for the sale and issue of 150,000 units. Each unit consists of one common share and one Series A warrant. Each Series A warrant entitles the investor to purchase one common share for $0.50 until expiry in April 2007.

In October 2007, the Company completed a series of private placement financings with 8 arms’ length investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. The Company received a total of $716,230 subscription proceeds and issued a total of 1,577,368 common shares.

On September 16, 2007 the Company secured a 30-day bridge loan from an arms’ length investor in the amount of $505,000. The Company paid a 5% financing fee to arrange the bridge loan and issued 250,000 common share purchase warrants to acquire common shares at a exercise price of $0.50 per share. The Company recorded a non-cash expense of $85,484 with respect to these warrants, calculated in accordance with the Black Scholes option-pricing model. The warrants have a one-year term and expireexpired in September 2008 if unexercised. The bridge loan was repaid in October 2007.

In October 2007, the Company completed a series of private placement financings with eight arms’ length investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. The Company received a total of $716,230 subscription proceeds and issued a total of 1,577,368 common shares.

The Company secured a 30 day bridge loan of $200,000 from an arms’ length investor in January 2008. The interest rate on the bridge loan was 4% due in 30 days. As additional consideration, the Company issued 100,000 common share purchase warrants at a exercise price of $0.60 per share. The loan was repaid in February 2008.

InDuring the 2008 fiscal year, the Company completed a series of private placement financings with arms length investors pursuant to prospectus and registration exemptions set forth andin applicable securities laws. In total, the Company received proceeds from the issuance of 3,960,2554,152,296 common shares, realizing proceeds totaling $2,876,328.$2,980,030. In certain of these private placement financings, common share purchase warrants were attached as follows:

In all cases theseThese warrants expire 12twelve months after issue date if unexercised.

InDuring the fiscal year ending October 31, 2008 investors exercised a total of 3,421,318 common share purchase warrants to acquire common shares at a price of $0.40 per warrant and in this fashion the Company realized proceeds of $1,368,527.

In 2008, the holders of the 800,000 common share purchase warrants that arose from the 2005were issued pursuant to certain financial advisory services agreements described above exercised these warrants on a cashless basis. In essence, theThe stock price was $2.09 per share on the date of exercise and the exercise price was $0.40 per warrant. These warrants were "in the money" to the extent of $1,352,000 and the Company issued a total of 686,446686,886 common shares to fulfill the obligations under this contract.these agreements.

A total of 1,440,000 common stock options were exercised by directors, officers and consultants in 2008 and the Company realized proceeds of $1,080,000.$1,010,500.

During the 2009 fiscal year, the Company completed a series of private placement financings with arm’s length investors pursuant to prospectus and registration exemptions set forth in applicable securities laws. In total, the Company received proceeds of $2,958,842 from the issuances of 4,393,535 common shares. In certain of these financings common share purchase warrants were attached as follows:

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The warrants issued on May 19, 2009 had a term of four months and expired unexercised. All other warrants issued in 2009 have a twelve month term from issue date. 39,062 warrants issued on May 14, 2009 were broker warrants issued to the financial advisor who secured financing for the Company. A charge to share capital in the amount of $14,297 has been recorded in accordance with the Black Scholes option-pricing model with respect to these broker warrants.

In 2009 warrant holders exercised 200,000 common share purchase warrants and the Company realized proceeds of $234,000.

Cash proceeds realized during the year ended October 31, 2009 by the Company upon the exercise of 1,652,801 options by officers and directors and staff totaled $992,417.

Subsequent to October 31, 2008,2009, the Company has completedraised an additional $1,243,045 through private placement financing with arms length investors, securingplacements and issued 2,448,720 Units. Each Unit consists of one common share and one share purchase warrant. Of this total, Mr. Salvatore Fuda, the Chairman of the Company subscribed for 341,000 Units at a totalUnit price of $794,465 of subscription proceeds through the issuance of 1,489,899 common shares. In addition, officers and directors exercised a total of 32,801 common stock options$0.44 per Unit and the Company realized $24,416 proceeds.proceeds of $150,000.

Patents and Trademarks

We believe that protection of our intellectual property is important to our ability to generate revenues from our technology in the future. We have both issued patents and pending patent applications and also entered into confidentiality and other agreements with third parties and our employees to protect our intellectual property and trade secrets. We intend to continue to actively pursue the protection of our intellectual property. Our management will determine from time to time the jurisdictions where protection will 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.

Our magnetic patent portfolio comprises separate series of patents and patent applications as follows:

Morgan Lewis LLP has served as our patent attorneys since 2005. In 2008 and again in 2009, we filed several provisional patents.

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

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. We have a second 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. These subsidiaries are inactive.

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Pageant International and Pageant USA are sometimes jointly referred to in this Form 20-F as “Pageant.” Micromem, Pageant International, Pageant Technologies (USA) Inc., Memtech International Inc. and Memtech International (USA) Inc. are sometimes collectively referred to as Micromem in this Form 20-F.

In November, 2007, the Company incorporated MAST INC. (“MAST”) as a Delaware-based wholly-owned subsidiary. MAST has since set up an office in New York City and is being managed on a day-to-day basis by Mr. Steven Van Fleet, asits President of MAST and a director of Micromem. MAST is pursuing a number of potential strategic joint development agreements with industry partners. This process is ongoing.

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 patentsof its intellectual property which it previously held directly to 707179 Canada Inc. in exchange for common shares of this wholly-owned subsidiary.

D.19

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 occupy 3,987 square feet of commercial office space pursuant to a lease that expires in 2010.

The research and development facilities at the UniversityCompany made $9,668 of Toronto are comprised of equipment, tools, a clean room and laboratory space. All facilities and equipment are owned by the University of Toronto and are being made available to the research and development team under our research collaboration agreements with the University of Toronto and an infrastructure agreement between us and the University of Toronto.

The Companycapital expenditures in 2009. In 2008 we made $31,531 of capital expenditures in 2008. It did not make any capital expenditures in 2005-2007; it made $4,567 of expenditures in 2004.expenditures.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

Not Applicable.

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 year ended October 31, 2008.2009. 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 Canadian GAAP and are stated in United States dollars. These principles are also in conformity in all material respects with U.S. GAAP except as described in Note 1810 to our 2008 audtied2009 audited consolidated financial statements.

I.OVERVIEW

OVERVIEW

The Company: We are a development stage Companycompany that currently operates in a single segment as a developer of non-volatile magnetic memory technology (the “Technology”).and sensor technology. Non-volatile memory implies the ability to retain information after power has been shut off. Our Technologytechnology is based on our ability to use magnetic materials in combination with a sensor to record a state of magnetization as a mechanism of data storage.

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A.

Operating Results

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

Selected statement of operations and deficit information

(all amounts in United States dollars)

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Selected balance sheet information

26(all amounts in United States dollars)

Fiscal 2009 Compared to Fiscal 2008

The Company remained in pre-revenue mode as at October 31, 2009. We reported interest income totaling $88,047 in 2009, of which 11,382 was relating to interest income compared to $11,762 in 2008. The remaining $76,665 (2008: nil) relates to recoveries under the Scientific Research and Experimental Development tax program. We earned interest income on temporarily available surplus funds in 2009 including $5,000 of interest on the Unotron debenture which we executed in 2009.

In Fiscal Year 2009, the Company made important advances with a number of strategic development partners. The notable developments include the Company’s agreements with BAE Limited, Unotron Inc., NEMT Inc. and LifeMed Technologies Inc. Additionally, the Company has developed a “pipeline” of other initiatives that it is pursuing and it has made specific strides in the development of sensor technology for several industrial vertical applications, including sensors for the oil and the mining sectors.

Significantly, in 2009, and as a result of these advances, the Company has determined that its continuing activities related to the development of its memory and sensor technology meet the criteria for deferral of development costs. Accordingly, the associated costs of these activities have been capitalized and are reflected in our balance sheet at October 31, 2009. The total deferred development costs which have been capitalized are $2,000,611(2008: nil) and include directly related consulting fees, materials and third party costs. No amortization has been taken to date.

Administration costs increased to $937,148 in 2009 from $604,203 in 2008. The Company engaged the Investor Relations Group (IRG) of New York in September 2008. We initially agreed to monthly payments of $13,500 plus 25,000 common shares per month. In May 2009, the agreement was renegotiated to payments of $7,500 and 12,500 common shares per month. The agreement expired in September 2009. The Company re-billed certain related companies who share office space with it and which have certain common officers and directors. At October 31, 2009 the Company has reserved the outstanding accounts receivable less any amounts collected subsequent to year-end with certain of these parties given the uncertainty of collection. In 2009 the activity in MAST increased significantly. The major components of the MAST expense as reported include market research ($140,000) investor relations ($112,000) and travel expenses ($66,000).

We incurred $3,240,960 of professional fees, other fees and salaries in 2009 compared to $3,304.771 in 2008. The cash component of this amount, excluding the Black Scholes value of stock options granted, was $1,289,391 in 2009 compared to 2,263,357 in 2008. In 2008 we incurred approximately $125,000 of legal fees pertaining to the termination of Ms. Cynthia Kuper. The cash compensation paid to our Chairman, Mr. Salvatore Fuda, was $129,149 in 2009 versus $416,171 in 2008; no incentive-based compensation was earned under the terms of the employment agreement with Mr. Fuda in 2009. In 2008 we incurred approximately $80,000 of outside consultant costs relating to the Sarbanes-Oxley Act of 2002 (“SOX”) review of internal accounting controls. In 2009, this review was performed internally. Management bonuses were $50,000 in 2008 and nil in 2009. We incurred $300,000 in fees with respect to services provided by DAL in 2008 versus $77,000 in 2009. Legal expenses with respect to our patent filings and IP portfolio were $151,000 in 2009 versus $253,000 in 2008.

In 2009, the Company capitalized all but $13,880 of the development expenses which it incurred; prior to 2009, all of these expenditures were expensed. The significant research and development expenditures incurred in 2009 included Strategic Solutions, $184,000; BAE, $428,000; GCS, $305,000; NanoOpto, $405,000; DAL, $351,000; all other $131,000; for a total expenditure of $1,804,000.

In 2008 the Company paid $38,952 in fees to Professor Harry Ruda, our Chief Research Scientist at the University of Toronto, who was on a $5,000 ($CDN) monthly retainer until it was terminated in June 2008. The Company reported accounts payable and accrued liabilities of $286,430 (CDN) at October 31, 2007 as payable to the University of Toronto; this obligation was settled by total payments in 2008 of $145,000 (CDN) and the issuance of 30,000 common shares valued at issue date at approximately $60,000. The Company recorded a recovery on final settlement with the University of Toronto of $76,037.

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Strategic Solutions received a base monthly amount of $45,600 until December 2008 and was paid for additional work completed greater than the agreed upon base level of contract work. The Company continued to use Strategic Solutions on a month to month basis in 2009 but has ceased these arrangements in mid-year.

The payments to BAE are with respect to foundry services provided in the BAE facilities.

The work performed by GCS relates to the prototype development work completed in the GCS foundry in 2008 - 2009.

Travel expenses were $223,585 in 2009 versus $398,474 in 2008. We did not incur any travel expenses relating to our ex-CTO, Strategic Solutions or DAL in 2009 and made a concerted effort to reduce these costs during the 2009.

The net foreign exchange gain in 2009 was $28,154, compared to an expense of $52,231 in 2008, attributable to fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar. In 2009, the U.S. dollar appreciated against the Canadian dollar whereas in 2008 it depreciated.

We reported a net loss of $4,310,939 in 2009 or $0.05 per share compared to a net loss of $5,416,725 or $0.07 per share in 2008.

The Company issued a total of 1,345,000 common stock options in 2009 compared to 2,145,000 stock options in 2008.

Fiscal 2008 Compared to Fiscal 2007

The Company remainsremained in pre-revenue mode as at October 31, 2008. We reported interest income totaling $11,762 in 2008 compared to $2,586 in 2007. We earned additional interest income on temporarily available surplus funds in 2008, a year in which we raised significant additional capital for the Company.

Administration costs increased to $604,203 in 2008 from $223,177 in 2007. In 2008 we engaged the services of a New York City based investor relations firm and incurred $78,000 of related costs. We reserved $88,000 of doubtful accounts receivable from certain related companies with whom we have overhead cost sharing agreements. These amounts were reserved due to uncertainty of collection. With the start-up of operations in MAST INC., our wholly-owned subsidiary, we incurred incremental direct costs associated with that entity totaling $31,000. Other administrative costs including telephone, insurance, rent increased in 2008 given higher level of general activity.

The cash component of professional, management and other consulting fees totaled $2,021,000 in 2008 versus $1,250,984 in 2007. The major component of the cost in 2008 included legal costs pertaining to our patent portfolio of $253,000, other legal costs totaling $287,000 including approximately $125,000 pertaining to the termination of Cynthia Kuper matter with the balance relating to listing fees in Canada and the adoption of a Shareholder Rights Plan. We reported $794,000 in management fees to our Chairman and key executives versus $791,000 in 2007. In 2008 we incurred $65,000approximately $80,000 of additional professional fees relating to compliance with the Sarbanes-Oxley Act of 2002 (“SOX”).SOX. We incurred $297,000 with respect to services provided by Dreifus Associates Limited (“DAL”) (2007 - $46,000) and $138,000 with respect to payments to the President of MAST INC. (2007 - $33,000) for the latter part of the year. The non-cash component of these fees total $1,041,414 (2007: $269,000) and related to stock compensation expense calculated in accordance with the Black Scholes option pricing model. This compensation expense relates to warrants issued in connection with financings completed in 2008 and to the vesting of stock options awards to officers, directors and employees.

Research and development costs total $1,063,508 in 2008 compared to $682,331 in 2007. The largest components of the costs incurred in 2008 included payments to Strategic Solutions totaling $729,000, to BAE totaling $400,000, and to GCS totaling $192,000. The BAE work began in 2008 and the work completed by Strategic Solutions accelerated considerably in 2008.

Travel and entertainment costs totaled $398,474 in 2008 compared to $141,200 in 2007. We incurred a substantial amount of additional travel expense in 2008 in pursuit of multiple potential strategic alliances and working arrangements with different companies in North America and in Europe. The bulk of the travel expenses related to costs incurred by Strategic Solutions, Steven Van Fleet in his capacity as President of MAST INC. and as head of business development for the Company and, additionally, travel costs incurred by Henry Dreifus and DAL.

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The Company issued a total of 2,145,000 stock options in 2008.

The foreign exchange loss in 2008 was $52,321 compared to a loss of $135,947 in 2007. These expenses reflect the significant appreciation of the Canadian dollar against the US dollar in 2007, a trend which continued through mid 2008 before the Canadian dollar depreciated against the US dollar in the second half of the fiscal year.

We reported a net loss of $5,416,725 in 2008 or a loss of 7$0.07 cents per share, compared to a loss of $2,811,378 or 4$0.04 cents per share in 2007.

Fiscal 2007 Compared to Fiscal 2006

The Company remains in pre-revenue mode. We reported interest income totaling $2,586 in 2007, compared to $9,930 in 2006.

Administration costs were consistent between years – in 2007 the Company reported $223,177 of administration costs (2006: $268,241). These costs relate to public company filings, office support costs, Annual Meeting costs, communication costs etc.

Professional, management and consulting fees totaled $1,250,984 in 2007 (2006: $1,017,859). The major components of the costs in 2007 include legal fees pertaining to intellectual property filings of approximately $220,000, other legal expenses totaling $26,000 and audit and filing-related expenses totaling approximately $100,000. Management and consulting fees incurred in 2007 totaled $309,000 paid to the Chairman (2006: $133,600), $116,000 to each of the President and the CFO (2006: $72,000 in each case) and $266,000 paid to the Company’s CTO (2006: $266,000). The Company has paid a total of approximately $100,000 to other consultants during the year (2006: $86,000).

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Wages and salaries totaled $111,109 in 2007 (2006: $172,169). There are three employees on payroll and in 2007 we recovered a portion of their payroll costs from other companies for whom services were provided.

Research and development costs in 2007 totaled $682,331 (2006: $368,969). In 2007, the Company incurred incremental costs associated with the services provided by SSI of approximately $300,000 as compared to approximately $50,000 in the prior year. We incurred approximately $330,000 with respect to work performed at the University of Toronto, in 2007, comparable to the costs incurred in 2006.

Travel and entertainment costs totaled $141,200 in 2007 (2006: $195,607). In 2006, the Company incurred considerable travel expenses pertaining to our Chief Technology Officer, these costs were not replicated in 2007. Other travel costs incurred in 2007 relate to costs incurred with respect to visits to the California-based foundry, travel costs associated with the attempted European financing and costs associated with a preliminary due diligence visit to a European-based potential strategic partner.

Stock compensation expense in 2007 totaled $269,216. The Company issued a total of 775,000 stock options in 2007 and 250,000 common share purchase warrants associated with the bridge loan financing that it completed in September 2007. The total non-cash costs associated with these options and warrants were calculated in accordance with the Black Scholes option-pricing model. In 2006, the comparable expense was $2,058,580, relating primarily to a total of 4.6 million stock options granted to officers, directors and employees in July 2006.

The Company’s functional currency is the U.S. dollar. It has ongoing exposure to Canadian dollar denominated expenses. Given fluctuations in the prevailing exchange rates from time to time, the Company reports foreign exchange gains or losses relating to the translation of its statements into U.S. dollars. The foreign exchange loss in 2007 was $135,947 reflecting the significant appreciation of the Canadian dollar against the U.S. dollar in 2007. The foreign exchange gain in 2006 was $13,295.

Unaudited quarterly financial information
(all amounts in United States dollars)

B.

Liquidity and Capital Resources

Liquidity

We are a development stage company. We currently have no cash flow from operations and will have none until we are in a position to either license or directly produce and sell products utilizing our Technology.

We currently have no lines of credit in place and must obtain equity financing from investors and from persons who hold outstanding options and warrants in order to meet our cash flow needs until we can generate revenues. At October 31, 2008,2009, we had approximately $475,000$106,000 cash on hand and our monthly cash expenses approximate $250,000. Since October 31, 2008,2009, we have raised an additional $818,881$1,243,045 through the exercise of stock options and private placements.

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We have granted to our directors, officers and other employees 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 has any obligation to exercise their options and there can be no guarantee that we will realize any funds from these options.

Capital Resources

We had no commitments for capital expenditures as of October 31, 20082009 or 2007.2008. In 20082009 we spent $31,531$9,668 on capital equipment.

In March 2001, we and our wholly owned subsidiary, Pageant International, completed the acquisition of the VEMRAM patents, VEMRAM technology and related assets. The total consideration payable in respect of the purchased assets was $50 million in the form of cash and shares. Of this amount, $10 million was paid at closing through a cash payment of $2.0 million and the issuance by us of 2,007,831 of our common shares valued at $3.98 per share. The balance of $40 million was to have been payable in two equal amounts of $20 million each upon achievement of certain stipulated milestones provided that a minimum of 50% of each $20 million payment would be in the form of our common shares. None of the stipulated milestones were met and therefore no amounts were paid toward the balance of the $40 million purchase price. See “ Item 4 - Information on the Company - A. History and Development of the Company.”

As no further payments toward the purchase price were made to Estancia Limited under the Asset Purchase Agreement, Pageant International was deemed to have conveyed back, as of March 9, 2004, a percentage of the VEMRAM patents and to have granted a gross profits royalty to Estancia Limited such that Pageant International would remain holding a 60% interest in the VEMRAM patents and it would be required to pay a 32% gross profits royalty to Estancia Limited in respect of the VEMRAM technology.

Critical Accounting Policies

Our significant accounting policies are set forth in Note 3 to 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 arefor the period have been prepared in conformityaccordance with Canadian GAAP which, in our case conformconforms in all material respects with U.S. GAAP except for the accounting for development expenditures reported in the fiscal year ended October 31, 2009 and for the allocation of proceeds received using the relative fair value method of accounting for Unit private placements for the fiscal years through October 31, 2008.

We are a development stage company. Under Canadian GAAP, research costs are expensed in the period incurred. Development expenses are expensed as incurred unless they meet the criteria for deferral and amortization under Canadian GAAP which is the translation of research findings or other knowledge into a plan for the technology prior to commercial production or use. Under U.S. GAAP all development expenditures are expensed as incurred. In 2009, the Company has capitalized $2,000,611 of development costs under Canadian GAAP.

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Until October 31, 2008, for all Unit private placement financings completed, the Company assigned 100% of the proceeds from these financings to the common shares and a nil value to the attached warrants. In the year ended October 31, 2009, the Company changed the estimates that it used to value the common shares and warrants included in the Unit private placement financings which it completed in the fiscal year then ended. It assigned the value to the warrants which formed part of these Unit private placements calculated in accordance with the Black Scholes option-pricing model. Under U.S. GAAP, using standards which are analogist, the valuation of the shares and warrants would be determined using the relative fair value approach. There is no change in aggregate shareholders’ equity. A reconciliation between Canadian and U.S. GAAP has been provided in the footnotes to the 2009 audited financial statements.

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.

Accounts recorded in foreign currency have been converted to United States dollars as follows:

• Current current assets and current liabilities at the prevailing exchange rates at the end of the year;

• Other other assets at historical rates;

• Revenues revenues and expenses are translated at the 3 month average monthly exchange rate per quarter which rate approximates the rate of exchange prevailing at the transaction dates; and

• Gains gains and losses resulting from the fluctuation of foreign exchange rates are included in the determination of income.

Until October 31, 2004, for all awards of employee stock-based compensation granted after January 1, 2002, we recognized employee stock-based compensation costs under the intrinsic value-based method and provided proforma disclosure of the impact on net income and earnings per share as if the fair value-based method has been applied. Effective November 1, 2004, we have adopted the fair value method of accounting for employee stock-based compensation costs. The stock-based compensation expense for options granted during the fiscal years ending October 31, 2005 - 20082009 has been reflected as an expense in the consolidated statement of operations.

We are a development stage company. ResearchInvestment tax credits (ITC) arising from research and development are recognized when their realization is reasonably assured. The ITCs are applied against the related costs are expensedand expenditures in the periodyear that they are incurred.

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Commitments

A.             Research Collaboration and Infrastructure Agreements:

1. Materials and Manufacturing Ontario:

On October 24, 2002, we entered into a two year Research Collaboration Agreement with Materials and Manufacturing Ontario, a not-for-profit organization funded by the provincial government, the University of Toronto and a researcher employed by University of Toronto to fund the research on Magnetic Structure development for Hall effect memory devices.

Under the terms of the agreement, we committed to contribute $87,432 and $18,000 in cash and in-kind contribution, respectively, per year to fund the research. We have met all of our obligations under this agreement.

On November 12, 2003, we entered into a second research collaboration agreement with Materials and Manufacturing Ontario and the University of Toronto for research and development associated with magnetic memory devices. Under the second agreement, in the first year and upon renewal in the second year, Materials and Manufacturing Ontario granted $58,900 in cash funding and we contributed $56,130 in cash funding and additionally made $30,770 of in-kind contributions, all towards the research collaboration, each year. We have met all of our obligations under the agreement.

2. University of Toronto:

On November 1, 2002, we entered into an Infrastructure Agreement with the University of Toronto to fund the assembly of a magnetic memory facility for research, development and fabrication of magnetic memory. The University of Toronto has agreed to use the magnetic memory facility in connection with, among other things, research to be conducted pursuant to collaborations between us and the University of Toronto.

Under the agreement, we were required to and did contribute $249,463 in cash to fund the direct costs of the magnetic memory facility. The contribution has been included as a research and development expense in the consolidated statements of operations and deficit.

3. Communications and Information Technology Ontario:

On December 10, 2002, we entered into a two year Collaborative Research Agreement with Communications and Information Technology Ontario, the University of Toronto and Dr. Harry Ruda. For the first year, Communications and Information Technology Ontario provided funding of $106,715 and we contributed $31,875. For the second year, Communications and

30

Information Technology Ontario provided funding of $107,715 and we provided funding of $31,875. We have further provided $67,632 of in-kind contributions to the research collaboration.

4.             Revised License Agreement, June 2005:

In June 2005, we signed a new license agreement with the University of Toronto and the Ontario Centres of Excellence whereby:

a.             Ontario Centres of Excellence released us and the University of Toronto from the commercialization obligations set forth in all prior research collaboration agreements.

b.             We acquired exclusive worldwide rights to the technology and any technology or patent rights under the agreement related to the MRAM technology developed at the University of Toronto.

c.             We have agreed to royalties and payments as follows:

1.1           In consideration for the rights and licenses granted, we agreed to pay to the University of Toronto: a. 4% of Net Sales until such time as the University of Toronto has received from us an aggregate amount of CDN $500,000. b. 1% of Net Sales thereafter.

1.2           If we sublicense any rights granted herein to any non-affiliate:
a.             In combination or association, the University of Toronto shall receive 10% of any Net Fees and/or Net Royalties that shall be received by us in respect of any licenses involving both the rights granted herein and such our intellectual property;

b.             For all other sublicenses of the rights granted herein to a non-affiliate, the University of Toronto shall receive 20% of any Net Fees and/or Net Royalties that shall be received by us in respect of such sublicenses; and

c.             Net Fees and/or Net Royalties shall be paid to the University of Toronto until such time as it has received an aggregate amount of CDN $500,000; thereafter we shall pay half of the amounts set forth in 1.2 (a) or (b) as is applicable.

1.3           At any point after which we have paid the University of Toronto CDN $500,000, we may at our option buy out the obligation to pay royalties hereunder by paying to the University of Toronto a single lump sum payment equaling the greater of CDN $500,000 and an amount equal to the total amount of royalties paid by us to the University of Toronto in the preceedingpreceding twenty-four months. We are entitled to exercise such option by providing written notice to the University of Toronto along with the required payment, after which time our obligation to pay royalties under Section 4 1.1. or 4 1.2 shall be waived by the University of Toronto.

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As a condition to entering the license agreement, we have agreed that we will enter into a further research agreement with a funding commitment of no less than CDN $500,000 to continue the further research and development of inventions and our intellectual property. In August 2005, we made an initial payment of $250,000 and, subsequent to October 31, 2005, we made the second payment of $250,000 under the terms of this further research agreement.

We believe that there are substantial market opportunities available to commercialize our technology in conjunction with strategic partners, and we are currently pursuing such opportunities. We plan to complete our research initiatives and enter into agreements with strategic partners so as to commercialize our Technology under licensing and other arrangements.

B.

Technology Development Agreement:

On March 14, 2001, our subsidiary, Pageant International, entered into a three-year technology development agreement with Estancia Limited and Mr. Lienau to continue the development of the technology. Under the terms of the agreement, Pageant International committed to pay Estancia Limited $215,000 per year, payable on a monthly basis in arrears, and committed to incur expenditures in connection with development expenses of up to a maximum of $500,000 per agreement year.

On April 23, 2002, the technology development agreement was amended to extend its term for an additional eight-month period through November 2004. The go-forward payments were renegotiated as $62,707 between the months of May and October 2002, $197,086 during fiscal 2003 and $143,330 during fiscal 2004.

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Operating leases:

We have operating lease commitments which expire in 2010 for the lease of our corporate headquarters. The future minimum annual lease payments are approximately as follows:

D.$113,000.

C. Consulting and employment contracts:

In September 2006 we extended the employment agreement with Ms. Kuper for an additional two years commencing in January 2007 on the same terms, conditions and cancellation provisions as reflected in the original contract. Ms. Kuper was granted additional 200,000 stock options in August 2006 each option enabling her to purchase one common share for $0.80 and which were exercised in April 2008.

On November 18, 2007 we provided the required four months written notice to terminate the agreement without cause.

32D. Other commitments:

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Contingencies:

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 3 month average rate of exchange per quarter, which rate approximates the rate of exchange prevailing at the transaction dates; and
Gains gains and losses resulting from the translation are included in the determination of net loss for the period.

C.

Research and Development

We are a development stage company. Research and developmentUnder Canadian GAAP, research costs are expensed in the period incurred. Development expenses are expensed as incurred unless they meet the criteria for deferral and amortization under Canadian GAAP which is the translation of research findings or other knowledge into a plan for the technology prior to commercial production or use.

Investment tax credits (ITC) arising from research and development are recognized when their realization is reasonably assured. The ITCs are applied against the related costs and expenditures in the year that they are recognized.

Our research and development activities have been related primarily to research and development of a magnetic random access memory device and the development of our magnetic sensor through research collaboration agreements. Our research and development expenses for the year ended October 31, 20082009 were $13,880 and $1,063,508 were $682,331 for the year endedin fiscal 2008. We capitalized $2,000,611 of development expenditures in 2009 and reported these as deferred development costs on our balance sheet at October 31, 2007, and were $368,969 for the year ended October 31, 2006.2009 (2008 – nil).

D.

Trend Information

The digital memory industry and, more broadly, the semiconductor industry, have historically been characterized by wide fluctuations in demand for and supply of semiconductors and memory technologies. Prior experience has shown that restructuring of operations, resulting in significant restructuring charges, may become necessary if an industry downturn were to occur.

Our prospects for revenues are dependent upon the successful completion of our technology development and the incorporation of any technology that may be developed under or pursuant to our research collaboration agreements.

E.

Off-Balance Sheet Arrangements

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

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F.

Tabular Disclosure of Contractual Obligations

A summary of our financial commitments as of October 31, 20082009 is as below:

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Transactions With Related Parties, Directors & Officers

The Company has paid cash and non-cash compensation to its officers and directors during the 2009 and 2008 fiscal yearyears as follows:

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ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.

Directors and Executive Officers

The Directors and Executive Officers and other key personal of Micromem as at October 31, 20082009 are set forth below:

Salvatore Fuda is and has served as Chairman of the Board of Directors of Micromem since January 11, 1999 and a Director of Micromem since 1992. He served as President and Chief Executive Officer from June 2000 through to February 13, 2002. From 1992 to January 11, 1999 he also served as Secretary of Micromem. He served as President and Chief Executive Officer of Ontex Resources Limited (TSE) from 1986 to December 1998 and as Chairman of the Board of Ontex Resources Limited since that date. He has served as Chairman of the Board of Directors and as a director of Echo Energy Canada Inc. since June 2002. He also serves as Chairman of the Board of Leader Capital Corp. He is the father of Joseph Fuda.

Joseph Fuda is and 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 currently also serves as a director of Echo Energy Canada Inc. and of Echo Power Generational Inc.

Dan Amadorihasserved as Chief Financial Officer of Micromem since June 2004. He has also served as Chief Financial Officer of Leader Capital since June 2004. He served as a Director and Chair of the Audit Committee of Ontex Resources between September 2003 and March 2005. 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 a Chair of the Audit Committee of Hydrive from 2006-2008. He is President of Lamerac Financial Corp., a financial advisory firm and has held that position since October 1988. Mr. Amadori is a Chartered Accountant and holds an MBA from the Ivey School of Business.

Steven Van Fleet currently serves as a technology consultant to a number of companies. He was the principal of the R&V Group LLC, an RFID business consulting and technology development company until 1996. Between 1999-2003 he served as Program Director for the Silent Commerce/Smart Packaging Initiative at International Paper Company. From January 1999 to November 1999, he was Program Director for Process and Product Uniformity and from March 1996 to December 1998 he was the Director for Control Systems Development at International Paper in Cincinnati, Ohio. He is also presently on the Board of Overseers for the Massachusetts Institute of Technology Auto ID Center. Mr. Van Fleet has been a director of Micromem since 2002.

Andrew Brandt was Chairman of the Board of Directors and Chief Executive Officer of the Liquor Control Board of Ontario from February 1991 to January 2006. The Liquor Control Board of Ontario is one of the largest single purchasers of alcohol beverage products in the world. Prior to his appointment to the Liquor Control Board of Ontario, Mr. Brandt served as Leader of the Ontario Progressive Conservative Party from 1987 to 1990. He has previously served as the Minister of Industry and Trade, Minister of Environment and Mayor of Sarnia, Ontario. Mr. Brandt has served as a director of Micromem since June 2000.

David Sharpless is Vice-Chairman of the Board of Directors of HKMB Hub International Limited (formerly Hunter, Keilty, Muntz & Beatty Limited), a Toronto-based property and casualty insurance broker. He was Chairman of the Board of Directors of Hunter, Keilty, Muntz & Beatty Limited prior to its purchase in January 2008 by Hub International Limited a Chicago-based property and casualty insurance broker. He also serves as Chairman of the Board of Directors of Maverick Inc., a family investment and consulting corporation. From 2000 to September 2001, he was President of CIT's Vendor Technology Finance unit. In this capacity, he was responsible for CIT's international vendor finance business, covering CIT's operations in Canada, Europe, Latin America, Asia Pacific and Australia. Prior thereto, Mr. Sharpless was Newcourt Credit Group Inc.'s Deputy Chairman of the Board of Directors and was responsible for international operations for Newcourt Financial. Mr. Sharpless is a graduate of Osgoode Hall Law School and is a member of the bar of Ontario. Mr. Sharpless has served as a director of Micromem since March 2001.

Steven Van Fleet currently serves as a technology consultant to a number of companies. He was the principal of the R&V Group LLC, an RFID business consulting and technology development company until 1996. Between 1999-2003 he served as Program Director for the Silent Commerce/Smart Packaging Initiative at International Paper Company. From January 1999 to November 1999, he was Program Director for Process and Product Uniformity and from March 1996 to December 1998 he was the Director for Control Systems Development at International Paper in Cincinnati, Ohio. He is also presently on the Board of Overseers for the Massachusetts Institute of Technology Auto ID Center. Mr. Van Fleet has been a director of Micromem since 2002.

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Larry Blueis President of Hi-G-Tek Inc. a privately-held technology company based in Maryland. Previously he was the Vice President and General Manager of Symbol Technologies Inc. and was appointed to the Micromem Board of Directors on November 7, 2005. Previously Mr. Blue had senior management roles with Hughes Network Systems and with IBM in Research Triangle Park.

Dan Amadoriserved as Chief Financial Officer of Micromem since June 2004. He has also served as Chief Financial Officer of Leader Capital since June 2004. He served as a Director and Chair of the Audit Committee of Ontex Resources between September 2003 and March 2005. 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 a Chair of the Audit Committee of Hydrive from 2006-2008. He is President of Lamerac Financial Corp., a financial advisory firm and has held that position since October 1988. Mr. Amadori is a Chartered Accountant and holds an MBA from the Ivey School of Business.

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 Advisor and as a member of the Board of Directors of Intel Trust, a private wealth management company located in Switzerland.

Henry Dreifus has served as a director of Micromem since March 12, 2008. Previously he was a consultant to Micromem from July 2007 – March 2008. He is President and majority shareholder of Dreifus Associates Ltd., a privately-held Orlando, Florida based consulting firm.

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 the

Business 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.

B.

Compensation

36

3730

Notes:

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Our Board of Directors compensation policy is as follows. Directors do not receive cash compensation for serving as directors. Instead they have been awarded stock options over the years. These options are set at each annual meeting and approved by the shareholders. None of the non-employee directors have agreements with us that provide for benefits upon termination of service.

We have adopted a stock option plan. Options are offered to directors, executive officers and employees to purchase our common shares at an exercise price equal to or above the market price for the common shares at the date that the options are granted. 5,300,000 options were granted during 2003 and were exercised in 2004. In 2004, 7,150,000 options were granted and were outstanding at October 31, 2004. These options have vested and are exercisable at $0.30 per share. In 2005, 1,800,000 of these options were exercised and in 2006 3,550,000 of these options were exercised. In January 2007, 1,000,000 of these options were exercised. In 2008, 600,000 of these options were exercised and at October 31, 2008, 200,000 remain outstanding.

120,000 options were granted in 2004 at an exercise price of $0.68. In 2005, 20,000 of these options were exercised and at December 31, 2005 the remaining 100,000 options expired.

In 2005, we issued 2,500,000 options exercisable at $0.72, 1,800,000 options exercisable at $0.65, 100,000 options exercisable at $0.91 and 300,000 options exercisable at $0.80. These options are fully vested and expire in 5 years if unexercised. At October 31, 2008, 500,000 options have been exercised at $0.72, 620,000 options have been exercised at $0.65 and 50,000 options have been exercised at $0.91.

In 2006 we issued 300,000 options at $0.60, 50,000 options at $0.72 and 4,600,000 options at $0.80. These options are fully vested and expire in 5 years if unexercised. At October 31, 2008, 300,000 options at $0.80 have been exercised.

In 2007, we issued 350,000 options to an outside director at a exercise price of $0.36 per share expiring in April 2012 if exercised. We issued 50,000 options to an employee at a exercise price of $0.50 per share expiring in May 2012 if exercised. We issued 225,000 options to employees and a consultant at a exercise price of $0.60 per share expiring in October 2012 if exercised. These options remain outstanding at October 31, 2008. We also issued 150,000 options to a consulting firm in June 2007 at a exercise price of $0.70 per share. The original term was for 12 months but the Board of Directors extended the expiry date to November 2008. These options expired unexercised in November 2008.

In 2008, we issued 325,000 options at aan exercise price of $1.01 per share to outside directors expiring in March 2013, if unexercised. We issued 20,000 options to consultants at aan exercise price of $1.12 per share expiring in March 2013 if unexercised. We issued 50,000 options to a consultant at a price of $2.31 per share expiringwhich expired in April 2009 if unexercised.2009. We issued 350,000 options to a newly appointed director in March 2008 at aan exercise price of 1.20$1.20 per share; of this total 275,000 vested upon issuance with the balance vesting in three equal amounts in the following three quarters; thesethe options were to expire in March 2013, if unexercised. These options expired in August 2009, 45 days after Mr. Dreifus stepped down as a director of the Company.

In 2008, we issued 1,400,000 options to officers, directors and employees at aan exercise price of $1.50 per share expiring in August 2013 if unexercised. 200,000 of these options vest only when the Company realizes certain revenue milestones which have not been met at October 31, 2008.2009. Of the balance of 1,200,000 options, these vest in four equal quarterly amounts of 300,000 options per quarter commencing in August 2008.2008 and have fully vested as of October 31, 2009.

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None of the stock options awarded in 2008 have as yet been exercised.

In 2009, we issued 1,345,000 options to officers, directors and employees at an exercise price of $1.00 per share expiring in August 2014 if unexercised. None of these options have as yet been exercised.

C. Board of Directors Practices

Our Board of Directors meets as a full Board of Directors on an as required basis during the fiscal year. In 20082009 our Board of Directors met on February 27, 2008, March 26, 2008, April 17, 2008,4, 2009 and June 25, 2008 and October 30, 2008.2009.

Our Audit Committee of the Board of Directors has met on a quarterly basis during fiscal 20082009 for the purpose of approving the quarterly financial statements. In addition, our Audit Committee receives regular periodic reports from management.

All matters pertaining to our financing, contractual arrangements and Board of Directors and management compensation are approved by the Board of Directors. All Board of Directors meeting minutes and directors resolutions are maintained on an up-to-date basis.

Our Compensation Committee met on several occasionsas required in 2008.2009. Our Compensation Committee approves all management compensation and all stock option grants for recommendation to the Board of Directors.

39

Our Disclosure Committee met as required in 20082009 to review our various press release disclosures and to monitor our general practices relating to our disclosure requirements

Our Audit Committee appointed one of its members, Andrew Brandt (who is also Chair of our Compensation Committee) to work directly with the Company's CFO, our outside counsel and independent counsel whom we engaged to oversee the Company's process of responding to the claims and allegations of SOX violations made by Ms. Cynthia Kuper. This matter was resolved in November 2008 when Ms. Kuper retracted her allegations and the regulators dismissed the claims and allegations as unfounded.

The members of the Board of Directors are appointed to a one-year term at our annual meeting.

Audit Committee

The Board of Directors has appointed an Audit Committee consisting of three independent directors. The members of the Audit Committee are Andrew Brandt, Oliver Nepomuceno and David Sharpless (Chairman) each of whom shall serve in such capacity until its next annual meeting. The Audit Committee is responsible for the integrity of our internal accounting and control systems. The committee receives and reviews our financial statements and makes recommendations thereon to the Board of Directors prior to its approval by the full Board of Directors. The Audit Committee communicates directly with our external auditors in order to discuss audit and related matters whenever appropriate. In 20082009 the Audit Committee met December 17, 2007,on February 15, 2008, February 27, 2008,4, 2009, March 26, 2008,2009, June 17, 200822, 2009 and September 22, 2008.28, 2009.

Compensation Committee

The Board of Directors has appointed a Compensation Committee. Our executive compensation is administered by the Compensation Committee which meets on executive compensation matters as and when required. Our Compensation Committee includes AndyAndrew Brandt, an outside director as Chairman, Oliver Nepomuceno anand Larry Blue, as outside director and Henry Dreifus, a director. In 2008 the Compensation Committee met April 9, 2008, May 13, 2008, May 20,2008, July 3, 2008 and November 12, 2008.directors.

Disclosure Committee

In 2008, theThe Board of Directors has appointed a Disclosure Committee whose primary responsibility is to ensure timely and accurate disclosure of all relevant information in accordance with the various securities regulations. Our Disclosure Committee includes Larry Blue, an outside director, who serves as Chair,Chairman, David Sharpless, an outside director (and Chair of our Audit Committee) and Jason Baun, the Company’s Chief Information Officer.

Technical Advisory Committee

We formed a Technical Advisory Committee in July 2007 to provide guidance and leadership on the strategic development plans for our technology. Our Technical Advisory Committee includes Larry Blue, an outside director as Chair, Henry Dreifus, director and Steven Van Fleet, a director and the President of MAST INC., our wholly-owned subsidiary.

D. Employees

We have nine officers and employees, four of which four serve in a management capacity and five serve in an administrative capacity. This includes a Chairman of the Board of Directors, a Chief Executive Officer and President, athe Chief Financial Officer and the President of our wholly-owned subsidiary MAST INC., fiveour Chief Information Officer and four support staff, all (except for the President of MAST INC.) of whom work from our executive offices in Toronto, Canada. All research and development is outsourced to several different groups.third parties.

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We consider our relations with our employees to be satisfactory. We had 8seven employees as of October 31, 2009, 2008 and 2007.

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D.E.Share Ownership

¹ Calculated based on shares owned plus options held as a percentage total of shares outstanding as of October 31, 2009, plus options held.
² These shares are held by a corporation wholly owned by a trust established for the benefit of members of Salvatore Fuda's family.

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ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.

Major Shareholders

No shareholder holds greater than 5% of the common shares outstanding. As of the date of this Annual Report approximately 73% of the issued and outstanding common shares are held by Canadian investors and approximately 27% of the issued and outstanding shares are held by U.S. investors.

41

B.

Other Related Party Transactions

During the fiscal year ended October 31, 2007, we paid $15,000, as compared to $40,000 in 2006, to a law firm in which Manoj Pundit, an officer of the Company (until February 2008 when he resigned), is a partner. No payments were made in 2008.

In June 2008, we entered into a six-month agreement with Dreifus Associates Limited (DAL) whose major shareholder is Henry Dreifus, is a Director of the Company director.until June 2009. DAL providesprovided a wide range of technical and business development support to the Company. Our monthly cost under the agreement iswas approximately $40,000. In addition, we have granted Henry Dreifus 350,000 stock options at aan exercise price of $1.20 per share in March 2008 coincident with his appointment as a Director of the Company.Director. 275,000 of these options vested at issue date, the balance vests in three equal quarterly installments of 25,000 options commencing in June 2008. The expiry date for theseThese options is March 2013.expired unexercised in August 29, 2009, 45 days after Mr. Dreifus stepped down as a director. In August 2008, we issued 200,000 stock options to HenryMr. Dreifus at our exercise price of $1.50 per share expiring in August 20032013 if unexercised. These options vest only when the Company has achieved certain revenue milestonesmilestones.

ITEM 8.

FINANCIAL INFORMATION

A.

Consolidated Statements and Other Financial Information

See “Item 17 — Financial Statements.”

B.

Dividend Policy

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

C.As of October 31, 2009 and as of February 17, 2010 there are no legal proceedings outstanding.

B.Significant Changes

Since October 31, 2009 the Company has raised an additional $1,243,045 through Unit private placement financings. There has been no other significant change in our financial position since October 31, 2008.2009.

D.

Legal Proceedings

The Company originally hired Cynthia Kuper as a consultant in mid 2004. The Company entered into an employment agreement with Ms. Kuper in January 2005 for a two year term. Under the terms of the employment agreement, either party could terminate the agreement without cause by providing four months written notice. In late 2006, the Company extended the original agreement, effective January 2007, for an additional two year term.

On November 18, 2007, the Company served Ms. Kuper with the required four months written notice to terminate the employment agreement without cause.

On February 19, 2008, the Company received, via regular mail, a letter from the U.S. Department of Labor, Occupational Safety and Health Administration (“OSHA”). In the letter, OSHA advised that Ms. Kuper was alleging discriminatory employment practices in violation of Section 806 of the Sarbanes-Oxley Act of 2002.

In the claim which Ms. Kuper submitted, she alleged that she discovered that the Company had violated certain rules and regulations of the Securities and Exchange Commission, that the Company had been unlawfully paying excessive compensation to certain executives, directors, officers and employees by engaging in a practice of awarding excess stock options. Additionally, Ms. Kuper claimed to have discovered that the granting of said stock options were intended to artificially inflate the agents’ market capitalization and mislead the public as to the true financial state of the Company.

In response, in February 2008 the Company vigorously denied Ms. Kuper’s claims and indicated that they were malicious and frivolous. It referred the matter to the Audit Committee and to the entire Board of Directors for full review and evaluation. The Company also engaged legal counsel to fully and appropriately deal with these allegations. The Company conducted a complete investigation with respect to Ms. Kuper’s performance during her tenure as Chief Technology Officer.

The Company initially agreed to mediate the dispute and a date was set for mediation. The Company decided, however, not to proceed with mediation and instead submitted, through counsel, a substantial position statement with supporting exhibits to OSHA in May 2008 in response to Ms. Kuper's claims. Ms. Kuper responded to the Company’s position statement in June 2008 and the Company in turn submitted a further response to OSHA in July 2008.

42

In August 2008 OSHA dismissed Ms. Kuper's claims as without foundation. Ms. Kuper appealed OSHA’s ruling in August 2008. We continued to deal with OSHA through counsel and, in September 2008, counsel for Ms. Kuper initiated settlement discussions. In November we settled the matter and Ms. Kuper retracted her allegations. The matter has since been dismissed with prejudice to Ms. Kuper by OSHA.

The Company paid a total of $80,166, which consisted of $54,962 made payable to Ms. Kuper and constituting the balance of funds due to her under the original notice terms of her contract, which we had previously put in trust with counsel, and $25,204 for fees and costs. These funds were released to Ms. Kuper’s counsel once her retraction letter was received by OSHA and once the matter was finally dismissed with prejudice to Ms. Kuper.

In total we incurred approximately $125,000 of legal fees in connection with dealing with these allegations. Ms. Kuper and the Company have now signed a mutual release with respect to any potential future claims or actions.

ITEM 9.THE OFFER AND LISTING

The table below sets forth the high and low sales prices for common shares in U.S. Dollars as reported for the periods specified. Our fiscal year ends October 31. Our common shares are not traded in Canada.

Our common shares are traded in the United States and are quoted on the NASD's OTC Bulletin Board. The common shares are quoted under the symbol MMTIF.OB.MMTIF.OTCBB.

34

On February 13, 2009,17, 2010, the last reported sale price for our common shares on the NASD OTC Bulletin Board was $0.75$0.56.

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ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Our authorized capital consists of an unlimited number of common shares, of which 82,936,66789,383,003 shares were issued and outstanding as of October 31, 2008,2009, and 2,000,000 special, redeemable, voting preference shares, referred to herein as special shares, none of which were outstanding, as of October 31, 2008.2009.

Additionally the Company has 10,930,00010,022,199 stock options outstanding with a weighted average exercise price of $.85 (2007: 10,325,000$.89 (2008: 10,930,000 options outstanding with a weighted average exercise price of $.53)$.85) and a total of 637,1283,416,865 outstanding warrants to acquire common shares with a weighted average exercise price of $1.04 (2007: 4,471,328$.82 (2008: 637,128 outstanding warrants with a weighted average exercise price of $.41)$1.04) .

B. Memorandum and Articles of Incorporation

Articles of Incorporation
Incorporation Details and Objects of Micromem Technologies Inc.

Micromem Technologies Inc. was incorporated under the laws of the Province of Ontario, Canada, on October 21, 1985 as Mine Lake Minerals Inc. We subsequently changed our name to Avanti Capital Corp. by filing Articles of Incorporation of Amendment on June 23, 1988 and to AvantiCorp International Inc. on April 30, 1992 before becoming Micromem Technologies Inc. on January 14, 1999. The Articles of Incorporation of Incorporation place no restrictions on the nature of the business to be carried on by Micromem.

Summary of Directors Powers and Authorities

The rights, duties, powers and authorities of our Board of Directors are set out in the Articles of Incorporation and By-laws and the statutory provisions of theBusiness Corporations Act (Ontario). The following is a selected summary of the Articles of Incorporation, By-laws and applicable provisions of the Business Corporations Act (Ontario) as they relate to selected rights, duties, powers and authorities of our Board of Directors.

The Articles of Incorporation provide for a minimum of three and a maximum of 12 directors. The Business Corporations Act (Ontario) prescribes that an offering corporation must have a minimum of three directors, a majority of whom are Canadian residents and at least one third of whom are not officers or employees of us or our affiliates. The Board of Directors may, between annual shareholders meetings, appoint one or more additional directors to serve until the next annual shareholders meeting provided that the number of directors so added may not exceed by one-third (1/3) the number of directors required to have been elected at the last annual meeting of shareholders.

The Chairman of the Board of Directors or any one director may call a meeting upon the provision of forty-eight hours notice to each director in the manner prescribed in our By-laws. Any such notice shall include the items of business to be considered at the meeting. A majority of the directors constitute a quorum provided that half of those directors present are Canadian residents. Business cannot be transacted without a quorum. A quorum of directors may vote on any matter of business properly brought before the meeting provided that where a director is a party to a material contract or proposed material contract or has a material interest in the matter to be considered, such director must disclose his or her interest at the earliest possible date, request the conflict be noted in the minutes of the meeting, and with a few limited exceptions enumerated in the By-laws, refrain from voting on the matter in which the director has a material interest. There is no limitation on the Board of Directors to vote on matters of their remuneration provided such remuneration is disclosed in the financial statements and annual shareholder proxy materials.

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The Board of Directors has broad borrowing powers and may, without authorization from the shareholders:

• borrow money on the credit of Micromem;
  

• issue, re-issue, sell or pledge debt obligations of Micromem;
  

• subject to restrictions respecting financial assistance prescribed in the Business Corporations Act (Ontario), give a guarantee on behalf of Micromem to secure the performance of an obligation of any person; and
  

• mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Micromem, owned or subsequently acquired, to secure any obligation of Micromem.

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A person is qualified to be or stand for election as a director provided such person is at least 18 years of age, is not a bankrupt and is not found to be of unsound mind by a court in Canada or elsewhere. There is no requirement for a director to hold common shares.

Securities of Micromem

Holders of our common shares will be entitled to receive notice of, attend and vote at all meetings of the shareholders of Micromem. Each common share carries one vote at such meetings. In the event of the voluntary or involuntary liquidation, dissolution or winding-up of Micromem, after payment of all outstanding debts, the remaining assets of Micromem available for distribution will be distributed to the holders of our common shares. Dividends may be declared and paid on our common shares in such amounts and at such times as the directors shall determine in their discretion in accordance with the Business Corporations Act (Ontario). There are no pre-emptive rights, conversion rights, redemption provisions or sinking fund provisions attaching to the common shares. Common shares are not liable to further calls or to assessment by Micromem; provided, however, that pursuant to the provisions of the Business Corporations Act (Ontario), Micromem has a lien on any common share registered in the name of a shareholder or the shareholder's legal representative for a debt owed by the shareholder to Micromem.

Holders of special shares are entitled to receive notice of, attend and vote at all meetings of the shareholders of Micromem. Each special share carries one vote at such meetings. In the event of the voluntary or involuntary liquidation, dissolution or winding-up of Micromem, after payment of all outstanding debts, the holders of the special shares shall be entitled to receive, before any distribution of any part of the assets of Micromem among the holders of any other shares, the amount paid up on the special shares. The special shares are redeemable at the option of Micromem for the amount paid up on the shares. Dividends may not be declared or paid on the special shares and transfer of the Special Shares is restricted without the approval of the Directors of Micromem and the prior written consent of the Ontario Securities Commission. The number of special shares that may be issued and outstanding at any time is limited to 500,000. There are no pre-emptive rights, conversion rights or sinking fund provisions attaching to the special shares. Special shares are not liable to further calls or to assessment by Micromem; provided, however, that pursuant to the provisions of the Business Corporations Act (Ontario), Micromem has a lien on any special shares registered in the name of a shareholder or the shareholder's legal representative for a debt owed by the shareholder.

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Rights and Privileges of Shareholders

Only the registered holders of our common shares and special preference shares on the record date are entitled to receive notice of and vote at annual and special meetings of shareholders. Where the items of business affect the rights of shareholders other than the holders of common shares, a special majority of two-thirds of the votes cast by the affected shareholders at the meeting called for such purpose is required to approve the item of business. Beneficial holders of common shares and special shares are also entitled to receive proxy materials in respect of meetings of shareholders in accordance with Canadian Securities Administrators National Instrument 54-101, provided that such proxies are limited in scope to instructing the registered shareholder (usually a brokerage house) on how to vote on behalf of the beneficial shareholder. There are no restrictions on the number of shares that may be held by non-residents other than restrictions set out in theInvestment Canada Act (Canada). See "Additional Information - D. Exchange Controls".

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There are no provisions in the By-laws regarding public disclosure of individual shareholdings. Notwithstanding this, applicable Canadian securities legislation requires certain public disclosure of persons owning or acquiring common shares in excess of 10% of a corporation's issued and outstanding share capital.

C. Material Contracts

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47

4837

D.

Exchange Controls

As of the date hereof, we are not aware of any governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including, but not limited to, foreign exchange controls, or that affect the remittance of dividends or other payments to nonresident holders of our common shares.

We are not aware of any limitations under the laws of Canada or the Province of Ontario, or in the Articles of Incorporation or any other of our constituent documents on the right of nonresidents of Canada or persons who are not Canadian citizens to hold and/or vote common shares.

E.

Taxation

Certain Canadian Income Tax Consequences

This discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of common shares for a shareholder who is not a resident of Canada but is a resident of the United States and who will acquire and hold a common share as capital property for the purposes of the Income Tax Canada, also referred to as the Canadian Tax Act. This summary does not apply to a shareholder who carries on business in Canada through a permanent establishment situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunderthere under and on an understanding of the administrative practices of Canada Customs & Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendments of any governing law although no assurance can be given in this respect. This discussion is general only and is not a substitute for independent advice from a shareholder's own Canadian and US tax advisors.

The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended.

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Dividends on common shares and Other Income

Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada. We are responsible for the withholding of tax at the source. The Canada-United States Income Tax Convention (1980) limits the rate to 15 percent if the shareholder is a resident of the United States and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.

The amount of a stock dividend (for tax purposes) would generally be equal to the amount of our paid up or stated capital and increased by reason of the payment of such dividend. We will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.

The Canada-United States Income Tax Convention (1980) generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the United States and is exempt from income tax under the laws of the United States.

Dispositions of Common Shares

Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of "taxable Canadian property". common shares will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25 percent or more of the issued shares of any class or series in the capital stock of Micromem belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder did not deal at "arm's length” and in certain other circumstances.

The Canada-United States Income Tax Convention (1980) relieves United States residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:

the value of the shares is derived principally from "real property" in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production, the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, a and at anytime during the 10 years immediately preceding, the disposition and the shares were owned by them when they ceased to be resident in Canada, or the shares formed part of the business property of a "permanent establishment" that the holder has or had in Canada within the 12 months preceding the disposition.

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Certain United States Federal Income Tax Consequences

The following is a general summary of certain United States federal income tax consequences, under current law, generally applicable to a US Holder (as defined below). This summary does not address all potentially relevant United States federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of United States federal income tax law, such as those described below as excluded from the definition of a US Holder. United States alternative minimum tax considerations are not addressed in this summary. In addition, this summary does not cover any state, local or foreign tax consequences, nor any U.S. federal gift, estate or generation-skipping transfer tax consequences. (Certain, but not all, foreign tax consequences are described above under “Taxation - Certain Canadian Income Tax Consequences.”)

The following summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS, and court decisions that are currently applicable, any of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This summary does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied (possibly on a retroactive basis) at any time (including, without limitation, changes in applicable tax rates).

This summary is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares, and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.

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CIRCULAR 230 DISCLOSURE

ANY TAX STATEMENT MADE HEREIN REGARDING ANY U.S. FEDERAL TAX IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR PURPOSES OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN IS WRITTEN IN CONNECTION WITH THE MARKETING OR PROMOTION OF THE TRANSACTION TO WHICH THE STATEMENT RELATES. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

US Holders

As used herein, a “US Holder” means an owner of common shares who is a citizen or individual resident (as defined under United States tax laws) of the United States; a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or of any political subdivision thereof; an estate the income of which is taxable in the United States irrespective of source; or a trust if (a) a court within the United States is able to exercise primary supervision over the trust's administration and one or more United States persons have the authority to control all of the substantial decisions of the trust or (b) the trust was in existence on August 20, 1996 and has properly elected to continue to be treated as a United States person. This summary does not address the tax consequences to, and “US Holder” does not include, tax-exempt persons or organizations; qualified retirement plans, individual retirement accounts and other tax-deferred accounts; financial institutions; insurance companies; real estate investment trusts; regulated investment companies; entities subject to the U.S. corporate conversion rules; broker-dealers; U.S. tax expatriates; non-resident alien individuals or entities; persons or entities that have a “functional currency” other than the US dollar; persons who hold common shares as part of a straddle, hedging or conversion transaction; and persons who acquire their common shares as compensation for services. This summary is limited to US Holders who own common shares as capital assets and who hold the common shares directly (e.g., not through an intermediary entity such as a corporation, partnership, LLC or trust). This summary does not address the consequences to a person or entity of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.

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Distributions to US Holders Who Own Common Shares

Subject to the discussion below concerning the potential status of the Company (or any of its subsidiaries that are classified as corporations for United States federal income tax purposes (“Related Entities”)) as a “passive foreign investment company” (“PFIC”), the gross amount of any distribution by the Company (including any Canadian taxes withheld therefrom) with respect to common shares generally should be included in the gross income of a US Holder as foreign source dividend income to the extent such distribution is paid out of current or accumulated earnings and profits of the Company, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds the Company's current and accumulated earnings and profits in that taxable year, the distribution is treated as a tax-free return of capital to the extent of the US Holder's adjusted tax basis in the common shares. Thereafter, to the extent that such distribution exceeds the US Holder's adjusted tax basis in the common shares, it is taxed as a capital gain.

Dividends received by non-corporate US Holders may be subject to United States federal income tax at lower rates (generally 15%) than other types of ordinary income in taxable years beginning on or before December 31, 2010, if certain conditions are met. These conditions include neither the Company nor a Related Entity being classified as a PFIC (discussed below), the Company being a “qualified foreign corporation”, the US Holder's satisfaction of a holding period requirement, and the US Holder not treating the distribution as “investment income” for purposes of the investment interest deduction rules.

In the case of US Holders that are corporations, distributions from the Company generally are not eligible for the dividends received deduction.

Dispositions of Common Shares of the Company

Subject to the discussion below regarding PFICs, gain or loss, if any, realized by a US Holder on the sale or other disposition of common shares generally is subject to United States federal income taxation as capital gain or loss in an amount equal to the difference between the US Holder's adjusted tax basis in the common shares and the amount realized on the disposition. Net capital gain (i.e., capital gain in excess of capital loss) recognized by a non-corporate US Holder upon a sale or other disposition of common shares that have been held for more than one year is generally subject to a maximum United States federal income tax rate of 15%, under present law. Deductions for capital losses are subject to limitations.

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US Anti-Deferral Regimes

There are two regimes applicable to foreign corporations under United States federal income tax law that potentially may apply to the Company - the “controlled foreign corporation” (“CFC”) regime and the PFIC regime.

Generally, a foreign corporation is not a CFC unless more than fifty percent (by vote or value) of its stock is owned by “U.S. Shareholders” (generally, United States persons who have ten percent or more of the votes of the foreign corporation). This classification generally results in the inclusion of certain income of the CFC in the U.S. Shareholders' income as a deemed dividend. If the Company were a CFC, the United States federal tax consequences summarized herein could be materially and adversely different.

PFIC status is not conditioned on a certain level of ownership of the foreign corporation by United States persons, however. The Company or any Related Entity would be considered a PFIC if during any taxable year, 75% or more of its gross income consists of certain types of “passive” income, or if the average value during a taxable year of its “passive assets” (generally, assets that generate passive income) is 50% or more of the average value of all assets held by it. Passive income generally includes items such as dividends, interest, rents and royalties, although there are various “look through” rules that treat dividends from related persons, for example, as non-passive under certain conditions.

If the Company is classified as a PFIC, a US Holder is subject to increased United States federal income tax liability in respect of gain recognized on the disposition of his, her or its common shares or upon the receipt of certain distributions, unless such person makes a “qualified electing fund” election to be taxed currently on his, or her or itspro rata portion of the Company's income and gain (whether or not such income or gain is distributed in the form of dividends or otherwise), and the Company provides certain annual statements which include the information necessary to determine inclusions and assure compliance with the PFIC rules. As an alternative to the foregoing rules, a US Holder may make a “mark-to-market” election to include in income each year as ordinary income an amount equal to the increase in value of his, her or its common shares for that year or to claim a deduction for any decrease in value (but only to the extent of previous mark-to-market gains).

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The CFC and PFIC rules are very complex. The Company offers no opinion or representations as to its status as a CFC or PFIC for the current or any prior or future tax years. US Holders should consult their own U.S. tax advisors with respect to the CFC and PFIC issues and their applicability to such Holder’s particular situation.

Foreign Tax Credit

A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership or disposition of the common shares may be entitled, at the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year.

There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder’s United States Federal income tax liability that the US Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific “baskets” of income. Foreign taxes assigned to a particular basket generally cannot offset United States tax on income assigned to another basket. Unused foreign tax credits can generally be carried back one year and carried forward ten years.The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and US Holders should consult their own U.S. tax advisors regarding their ability to utilize foreign tax credits in light of their individual circumstances.

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Currency Fluctuations

For United States federal income tax purposes, the amount received by a US Holder as payment with respect to a distribution on, or disposition of common shares, if paid in Canadian dollars, is the US dollar value at the date of the payment, regardless of whether the payment is later converted into US dollars. In such case, the US Holder may recognize additional ordinary income or loss as a result of currency fluctuations between the date on which the payment is made and the date the payment is converted into US dollars.

F.Dividends and Paying Agents

Not applicable.

G.Statement by Experts

Not Applicable.

H.Documents on Display

We have filed the documents referred to herein and other information with the SEC, the Ontario Securities Commission and the Alberta Securities Commission. You may inspect and copy such material at the public reference facilities maintained by the SEC 100 FifthF Street, N.E., Washington, D.C. 20549. You may also obtain copies of such material from the SEC at prescribed rates by writing to the Public Reference Section of the SEC, 100 FifthF Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

The SEC maintains an Internet website atwww.sec.gov that contains reports, proxy statements, information statements and other material that are filed through the SEC's Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. Documents filed with the Ontario Securities Commission and the Alberta Securities Commission can be accessed through an Internet website atwww.sedar.com that contains reports, proxy statements, information statements and other material that are filed through the System for Electronic Document Analysis and Retrieval (“SEDAR”).

Additional information is also available on our website atwww.micromeminc.com. Such information on our website is not part of this Form 20-F.

I.Subsidiary Information

Not Applicable.

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ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable.

PART II

ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable.

ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not Applicable.

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ITEM 15.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, referred to herein as the Exchange Act)“Exchange Act”) as of October 31, 2008.2009. Based on management's evaluation in 2008,2009, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2008, except as set forth below,2009, our disclosure controls and procedures except as discussed below, were effective in that they were designed to ensure that material information relating to us is made known to our Chief Executive Officer and Chief Financial Officer by others within our organization, as appropriate to allow timely decisions regarding required disclosures, and effective, in that they did ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Management’s Annual Report on Internal Control Over Financial Reporting
Pursuant

Micromem’s Board of Directors and executive management are responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of its published consolidated financial statements.

All internal control systems no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the Sarbanes Oxley Actrisk that controls may become inadequate because of 2002,changes in conditions, or that the Company became an "accelerated filer" in 2008degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and this resulted inChief Financial Officer assessed the Company having to prepare management’s report oneffectiveness of Micromem’s internal control over financial reporting ("Report") and to have our external auditors prepare an attestation report (the “Attestation Report”). The Attestation Report is set forth below.

as of October 31, 2009. In making this assessment, they used the 2005 fiscal year, the Company engaged an independent accounting firm to complete a "Level 1" review of the Company’s internal control procedures. This review served to provide an in-depth description of our overall procedures and policies relating to our internal financial and operational controls. Between 2005-2007 management has updated that analysis as part of our annual financial statement audit. In prior years our auditors have identified certain weaknessescriteria established in our internal controls and, as required, we have reported these as part of our Annual Reports on Form 20-F filed with the SEC.

In 2008 we engaged the same firm of independent accountants to complete an update of their 2005 report and to conduct a "Level 2" review of our procedures and controls. This review included documentation and testing of existing procedures to determine their effectiveness and to assess whether "Material Weaknesses" existed in these procedures and controls. The recommendations and conclusions put forwardInternal Control – Integrated Framework issued by the independent accountants were in accordance with the Committee of Sponsoring Organizations of the Treadway Commission (COSO) report. Based on this assessment the Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, 2009, our internal control over financial reporting was not fully effective with respect to its procedures to effect the timely and complete close of its year-end financial statements which isresulted in a series of journal entries posted to finalize the most commonly used framework for evaluating internal controls.financial statements over the course of our year-end audit.

The Attestation Report dated February 17, 2010 submitted by the independent accountants cited two Material Weaknesses as of the final report date of November 10, 2008one material weakness. The Report is set forth in “Item 17 – Financial Statements” and these arethis is discussed below along with management’s comments on compensatory procedures that it has in placeplan to mitigate the risks associated with these Material Weaknesses:this material weakness:

Material Weakness #1: The Company does not have a formal schedule of authority for approval of various expenditures based on the nature of the transaction.

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Independent Accountants’ recommendations: Create the formal schedule of authority providing financial and non-financial limits and list all individuals who have authority to approve transactions in contract management, travel and entertainment, purchases/payables/payments, investments/cash management, and sales/receivables/receipts.

Management's response:

Material Weakness #2: There is inadequate segregation of duties in the travel and entertainment payment cycle, in the payables, purchases and cash cycle and in the approval of related party cross charges for common overhead expenses.

Accountants’ recommendations: More effective segregation of the duties relating to handling of cheques, posting of payments and posting of invoices; CFO to approve travel and entertainment expenses of all senior management; transfer of certain cheque signing authorities and reassignment of certain accounting responsibilities amongst the accounting staff.

Management's response:

Notwithstanding these control weaknesses as cited, management notes that the periodic financial statements are scrutinized on a line by line basis by the CFO who in turn reports to the Audit Committee. The Audit Committee conducts a regular and extensive review of the Company’s financial reports. In turn, as appropriate the Chair of the Audit Committee reports to the Board of Directors.Weakness:

In 2009, we will implement the following:

Subsequent to the completion of the report by the independent accountants, we began our preparation for the year-end audit conducted by our external auditors. This process began in late November with audit fieldwork commencing in December 2008.

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During the course of the audit, our external auditors and our CFO reviewed all of our year-end financial reporting procedures and an additional Material Weakness was identified as discussed below.

Material Weakness #3: The Company does not affect a timely and complete close of its year-end financial statements prior to the commencementstatements. A series of the year-end external audit. The related risk is that there could be reporting errors that could be undetected by management.

Examples of this Material Weakness noted duringjournal entries over the course of the year-end audit include:were posted to finalize the financial statements.

Management’s Response:

Management's response:

Management and the Board of Directors, primarily through the Audit Committee, have instituted rigorous review procedures on all of our periodic filings with the SEC and other securities regulators. We have established a Disclosure Committee consisting of outside directors (Messrs. Larry Blue and David Sharpless) and our Chief Information Officer (Jason Baun). A charter for the Disclosure Committee and a Policy have been developed and have been ratified by our Board of Directors. We engage legal counsel and our external investor relations consultants, IRG, to provide guidance, commentary on all of our press release.

Management'sManagement’s Conclusions:

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2008 Report:

For the fiscal year ended October 31, 2008, the Attestation Report submitted by the independent accountants cited three material weaknesses.

Management has addressed and remedied these material weaknesses through changes to its procedures and controls in 2009 such that these do not remain as material weaknesses as of October 31, 2009. The material weaknesses cited in the 2008 Attestation Report and the procedures which management adopted in 2009 are discussed below:

55Changes in Internal Control Over Financial Reporting
Other then as stated above, no other changes in our internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, occurred during the fiscal year ended October 31, 2009 that has materially affected or is reasonable likely to materially affect, our internal controls over financial reporting.

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Attestation Report of theIndependent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTINGChartered Accountants

To the Board of Directors and Shareholders of
Micromem Technologies Inc.
(A Development Stage Company)

We have audited Micromem Technologies Inc’s (the "Company")Inc.’s internal control over financial reporting as ofat October 31, 2008,2009, based on criteria established in Internal Control-IntegratedControl – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria)(COSO). Micromem Technologies Inc.’sThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report of Management on Internal Control Overover Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. OurAn audit includedof internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also includedrisk, and performing such other procedures as we consideredconsider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A Company’scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’scompany’s internal control over financial reporting includes those policies and procedures that (1)that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Companycompany are being made only in accordance with authorizations of management and directors of the Company;company; and (3)(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’scompany’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Micromem Technologies Inc did not maintain, in all material respects, effective internal control over financial reporting as of October 31, 2008, based on the COSO criteria, as indicated by the three material weaknesses identified and discussed below.45

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company'sCompany’s annual or interim financial statements will not be prevented or detected on a timely basis.

We have As at October 31, 2009 a material weakness was identified the following material weaknesses:

• The Company does not have a formal schedule of authority for approval of various expenditures based on the naturein certain of the transaction.

• There is inadequate segregation of duties inCompany’s procedures to affect the travel and entertainment payment cycle, in the payables, purchases and cash cycle and in the approval of related party cross charges for common overhead expenses.

• The Company does not affect a timely and complete close of its year-end financial statements prior tostatement which resulted in a series of journal entries being posted over the commencementcourse of the year-end external audit. The related risk is that there could be reporting errors that could be undetected by management.

All of which have been described in management’s assessment.audit to finalize the October 31, 2009 consolidated financial statements.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the October 31, 2009 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as at October 31, 2009 based on criteria established in Internal Control — Integrated Framework issued by the COSO.

We have also have audited in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheetsfinancial statements of Micromem Technologies Inc. and subsidiaries as of October 31, 2008 and 2007, and the related consolidated statements of operations, comprehensive loss and deficit and cash flows for each of the years in the three-year period ended October 31, 2008, andissued our report dated February 16, 2009, expressed17, 2010.

We do not express an unqualified opinion thereon.or any form of assurance on management’s assessment with regard to corrective measures that will be implemented to address the material weakness relating to reconciliation between Canadian generally accepted accounting principles and accounting principles generally accepted in the United States of America, in the financial reporting process.

Collins Barrow Toronto LLP
Chartered Accountants
Licensed Public Accountants

Toronto, Ontario
February 17, 2010

	/s/ SCHWARTZ LEVITSKY FELDMAN LLP
	SCHWARTZ LEVITSKY FELDMAN LLP
Toronto Ontario	Chartered Accountants
February 16, 2009	Licensed Public Accountants

46

Changes in Internal Control Over Financial Reporting
Other then as stated above, no other changes in our internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, occurred during the fiscal year ended October 31, 2008 that has materially affected or is reasonable likely to materially affect, our internal controls over financial reporting.

Item 15T.Controls and Procedures

Not applicable

Item 16. (Reserved)

Not Applicable.

Item 16A.Audit Committee Financial Expert

Our Board of Directors has determined that a member of the Board of Directors, David Sharpless, is an audit committee financial expert and that he is independent, as defined in the Marketplace Rules of the Nasdaq Stock Market.

Item 16B.Code of Ethics

We have adopted a Code of Ethics to impose certain policies relating to ethical conduct on all of our Directors and employees, including our Chief Executive Officer, Chief Financial Officer, principal accounting officer and persons performing similar functions. We undertake to provide a copy of our Code of Ethics to any holder of our securities upon request, without charge.

47

Item 16C. Principal Accountant Fees and Services

On September 28, 2005,In May 2009 the Audit Committee of the Board of Directors replaced Grant Thornton LLP, as our independent firm of Chartered Accountants and engaged Schwartz Levitsky Feldman LLP as our new independent firm of Chartered Accountants.auditors and engaged Collins Barrow Toronto LLP as our independent auditors.

The following table presents fees for professional audit services rendered by our auditors for the audit of our consolidated financial statements for the years ended October 31, 20082009 and 2007,2008, and fees billed for other services rendered by our auditors including our offerings of securities and tax services.

56

Audit Fees

In 20072008 we paid a total of $75,000 to Schwartz Levitsky Feldman LLP for audit services, which included work related to the annual audit.

services. In 20082009 we paid a total of $60,000 to Schwartz Levitsky FeldmanCollins Barrow Toronto LLP for audit services, which included work related to the annual audit.services.

Audit Related Fees

We paid $30,000 of audit related fees to Schwartz LewitskyLevitsky Feldman LLP in 2008 relating to our SOX certificationcompliance audit. We paid $35,000 of audit (nilrelated fees to Collins Barrow Toronto LLP in 2007).2009 relating to our SOX compliance audit.

Tax Fees

We paid 35,000 of tax related fees to Schwartz Levitsky Feldman LLP for services in 2008 (nil in 2007).

All Other Fees

Schwartz Levitsky Feldman2008. We paid $10,000 of tax-related fees to Collins Barrow Toronto LLP billed us $8,000 for other services during 2007

Grant Thornton LLP billed us $10,000 for other services in 2007.2009.

Collins Barrow LLP billed us $52,000 in 2008 relating to the work they completed on our internal control certification.Pre-approval policies

The Audit Committee assesses and pre-approves all audit and non-audit services.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity by the Issuer and Affiliated Purchasers.

Not applicable.

Item 16F. Change in Registrants Certifying Accountant

On June 30, 2009 Schwartz Levitsky Feldman LLP (“SLF”) was replaced as independent auditor for the Company. On June 30, 2009, the Company engaged Collins Barrow LLP (“Collins Barrow”) as its principal independent accountant. This decision to replace SLF and to engage Collins Barrow was approved by the Audit Committee.

Management of the Company has not had any disagreements with SLF related to any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. For the fiscal years ended October 31, 2008 and 2007 and any subsequent interim period through SLF’s termination on June 30, 2009, there has been no disagreement between the Company and SLF on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of SLF would have caused it to make a reference to the subject matter of the disagreement in connection with its reports for such years.

48

SLF’s report on the Company’s financial statements as of October 31, 2008 and 2007 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

For the fiscal years ended October 31, 2008 and 2007, there were no reportable events as described in Item 16F(a)(1)(v). The Company requested that SLF furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as an Exhibit to this Form 20-F.

Item 16G. Corporate Governance

Not applicable

Item 17.Financial Statements

57

Consolidated Financial Statements of

MICROMEM TECHNOLOGIES INC.

Years ended October 31, 2009 and 2008

To the Board of Directors and Shareholders of Micromem Technologies Inc.

We have audited the accompanying consolidated balance sheet of Micromem Technologies Inc. (the “Company”) as at October 31, 2009, and the related consolidated statements of operations and deficit and cash flows for the year ended October 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit of the Company’s financial statements in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A financial statement audit also includes assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

The consolidated financial statements as at and for the years ended October 31, 2008 and 2007 and were audited by other auditors who expressed opinions without reservation on those consolidated financial statements in their report dated February 16, 2009.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at October 31, 2009 and the results of its operations and its cash flows for the year ended October 31, 2009 in accordance with Canadian generally accepted accounting principles.

We also have audited, Micromem Technologies Inc.'s internal control over financial reporting as of October 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and issued our report dated February 17, 2010.

Collins Barrow Toronto LLP
Chartered Accountants
Licensed Public Accountants

Toronto, Ontario
February 17, 2010

F-1

Comments by Auditors for Readers on Canada – U.S. Reporting Differences

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 2 to the consolidated financial statements. Our report to the shareholders dated February 17, 2010 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when these are adequately disclosed in the financial statements.

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) in the report of Independent Registered Chartered Accountants on the consolidated financial statements which references the type of opinion the auditor provided on the internal control over financial reporting. In line with this reporting standard we would report that we provided a qualified opinion on the internal controls over financial reporting. However, our report to the board of directors and shareholders dated February 17, 2010 is expressed in accordance with Canadian reporting standards which do not require a reference to the type of opinion provided by the auditor on the internal controls over financial reporting.

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) in the report of Independent Registered Chartered Accountants on the internal control over financial reporting which references the type of opinion the auditor provided on the consolidated financial statements. In line with this reporting standard we would report that we provided an unqualified opinion on the consolidated financial statements. However, our report to the board of directors and shareholders dated February 17, 2010 is expressed in accordance with Canadian reporting standards which do not require a reference to the type of opinion provided by the auditor on the consolidated financial statements.

Collins Barrow Toronto LLP
Chartered Accountants
Licensed Public Accountants

Toronto, Ontario
February 17, 2010

F-2

Report of Independent Registered Chartered Accountants

To the Board of Directors and Shareholders of Micromem Technologies Inc.

We have audited Micromem Technologies Inc.’s internal control over financial reporting as at October 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

F-3

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual financial statements will not be prevented or detected on a timely basis. As at October 31, 2009 a material weakness was identified in certain of the Company’s procedures to affect the timely and complete close of its year-end financial statement which resulted in a series of journal entries being posted over the course of the audit to finalize the October 31, 2009 consolidated financial statements.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the October 31, 2009 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as at October 31, 2009 based on criteria established in Internal Control — Integrated Framework issued by the COSO.

We have also audited in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) the consolidated financial statements of Micromem Technologies Inc. and issued our report dated February 17, 2010.

We do not express an opinion or any form of assurance on management’s assessment with regard to corrective measures that will be implemented to address the material weakness relating to reconciliation between Canadian generally accepted accounting principles and accounting principles generally accepted in the United States of America, in the financial reporting process.

Collins Barrow Toronto LLP
Chartered Accountants
Licensed Public Accountants

Toronto, Ontario
February 17, 2010

F-4

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of
Micromem Technologies Inc.
(A Development Stage Company)

We have audited the consolidated balance sheets of Micromem Technologies Inc. (the "Company") as at October 31, 2008 and 2007, and the consolidated statements of operations, comprehensive loss and deficit and cash flows for each of the years in the three-year period ended October 31, 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the three year period ended October 31, 2008 in accordance with Canadian generally accepted accounting principles.

Canadian generally accepted accounting principles may vary in certain significant respects from US generally accepted accounting principles. Information relating to the nature and effects of such changes is presented in note 18 to the consolidated financial statements.

The consolidated statement of operations, comprehensive loss and deficit, cash flows and shareholders’ deficiency for the cumulative period from September 3, 1997 to October 31, 2004 were audited by other auditors who expressed opinions without reservation on those statements in their reports dated February 11, 2007, December 5, 2003, January 27, 2003, November 16, 2001, December 13, 2000, February 25, 2000 and December 20, 1999.