MMTIF Micromem Technologies Inc (QB)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

June 2024

Commission File Number 0-26005

MICROMEM TECHNOLOGIES INC.

121 Richmond Street West, Suite 602, Toronto, ON M5H 2K1

[Indicate by checkmark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.]

Form 20-F [X]     Form 40-F [  ]

             [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

Yes [  ]     No [X] 

[If "Yes" is marked, indicate below the file number assigned to the registrant in connection with rule 12g3-2(b):        N/A

This report on Form 6-K is hereby incorporated by reference in the registration statement on Form F-3 (Registration No. 333-134309) of Micromem Technologies Inc. and in the prospectus contained therein, and this report on Form 6-K shall be deemed a part of such registration statement from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by Micromem Technologies Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES    

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MICROMEM TECHNOLOGIES INC.
	By:       /s/ Joseph Fuda
Date: June 12, 2024	Name: Joseph Fuda
	Title:   Chief Executive Officer

 

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Exhibit Index

Exhibit		Description
99.1		Unaudited Condensed Interim Consolidated Financial Statements for the period ended April 30, 2024
99.2		Management's Discussion and Analysis for the period ended April 30, 2024
99.3		Form 52-109F2 Certification of Interim Filings Full Certificate - CEO
99.4		Form 52-109F2 Certification of Interim Filings Full Certificate - CFO

 

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Micromem Technologies Inc.

Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended April 30, 2024 and 2023

(Expressed in United States Dollars)

 

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Micromem Technologies Inc.

Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2024 and 2023

(Expressed in United States Dollars)

 

Contents

Notice to Shareholders	1
Unaudited Condensed Interim Consolidated Financial Statements:
Unaudited Condensed Interim Consolidated Statements of Financial Position	2
Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)	3
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Deficiency	4
Unaudited Condensed Interim Consolidated Statements of Cash Flows	5
Notes to the Unaudited Condensed Interim Consolidated Financial Statements	6

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Micromem Technologies Inc.

Unaudited Condensed Interim Consolidated Financial Statements
Notice of no auditor review of the condensed interim consolidated financial statements

 

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of Micromem Technologies Inc. (the "Company") have been prepared by and are the responsibility of the Company's management and approved by the Board of Directors.

The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada, for a review of condensed interim consolidated financial statements by an entity's auditor.

 

June 12, 2024

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Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position
As at April 30, 2024 and October 31, 2023
(Expressed in United States dollars)

					As at			As at
		Notes			April 30, 2024			October 31, 2023
Assets
Current
Cash		20(a)(c)		$	17,659		$	31,584
Prepaid expenses and other receivables		18 (d)			91,374			103,999
Total current assets					109,033			135,583
Property and equipment		5			24,359			32,767
Total assets				$	133,392		$	168,350
Liabilities
Current
Trade payables and other liabilities		20(a)(d)		$	317,027		$	209,285
Deposit liability		18 (d)			63,000			63,000
Current lease liability		6			18,196			17,036
Debenture payable		7			37,852			37,509
Convertible debentures		9			3,799,568			3,548,059
Derivative liabilities		9			299,677			1,079,393
Total current liabilities					4,535,320			4,954,282
Non-current lease liability		6			2,773			12,018
Long-term loan		8			27,379			43,254
Total liabilities					4,565,472			5,009,554
Shareholders' Deficiency
Share capital		10			90,845,449			90,471,712
Contributed surplus					24,944,377			24,868,843
Equity component of convertible debentures		9			3,075,749			3,220,473
Accumulated deficit					(123,297,655	)		(123,402,232	)
Total shareholders' deficiency					(4,432,080	)		(4,841,204	)
Total liabilities and shareholders' deficiency				$	133,392		$	168,350
Going concern		2
Contingencies		18
Subsequent events		21

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

Approved on behalf of the Board of Directors:
"Joseph Fuda"		"Alex Dey"
Director		Director

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Micromem Technologies Inc.

Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three and six months ended April 30, 2024 and 2023

(Expressed in United States dollars)

 

				Three months ended April 30,						Six months ended April 30,
	Notes			2024			2023			2024			2023
Operating expenses
General and administrative	15(a)		$	31,791		$	45,544		$	62,367		$	71,958
Professional, other fees and salaries	15(b)			85,387			115,132			202,723			196,302
Stock-based compensation	12			-			145,714			6,517			151,406
Travel and entertainment				4,865			16,055			11,441			23,860
Depreciation of property and equipment	5			4,110			4,076			8,260			8,171
Foreign exchange gain				(183,528	)		(140,883	)		(85,301	)		(82,379	)
Total operating expenses				(57,375	)		185,638			206,007			369,318
Other expenses
Accretion expense	8,9			77,193			74,289			108,830			154,051
Interest expense on convertible debt	9			150,438			137,204			290,846			268,340
Other finance expenses	6,7			4,524			31,499			8,239			34,751
(Gain) loss on revaluation of derivative liabilities	9			(921,661	)		1,583,394			(336,761	)		1,278,545
Loss on conversion of convertible debentures	9			5,875			12,341			16,220			21,120
(Gain) loss on repayment of convertible debentures	9			(2,539	)		(12,715	)		49,124			(18,382	)
(Gain) loss on extinguishment of convertible debentures	9			(702,629	)		1,884,384			(368,167	)		2,004,621
Total other expenses				(1,388,799	)		3,710,396			(231,669	)		3,743,046
Income (loss) before income tax provision				1,446,174			(3,896,034	)		25,662			(4,112,364	)
Income tax provision	14			-			-			-			-
Net income (loss) and comprehensive income (loss)			$	1,446,174		$	(3,896,034	)	$	25,662		$	(4,112,364	)
Net income (loss) attributable to shareholders
Basic	13		$	1,446,174		$	(3,896,034	)	$	25,662		$	(4,112,364	)
Diluted	13		$	1,529,192		$	(3,896,034	)	$	185,611		$	(4,112,364	)
Weighted average number of outstanding shares
Basic	13			517,868,552			474,546,633			515,705,432			474,546,633
Diluted	13			622,552,842			474,546,633			612,760,518			474,546,633
Income (loss) per share
Basic	13		$	-		$	(0.01	)	$	-		$	(0.01	)
Diluted	13		$	-		$	(0.01	)	$	-		$	(0.01	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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Micromem Technologies Inc.

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders' Deficiency
For the six months ended April 30, 2024 and 2023

(Expressed in United States dollars) 

													Equity
													component of
				Number of						Contributed			convertible			Accumulated
	Notes			shares			Share capital			surplus			debentures			deficit			Total
Balance at November 1, 2023				510,368,838		$	90,471,712		$	24,868,843		$	3,220,473		$	(123,402,232	)	$	(4,841,204	)
Private placements of shares for cash	10			3,716,007			175,858			-			-			-			175,858
Share issuance costs	10			-			(7,988	)		-			-			-			(7,988	)
Broker warrants issued	10,11			-			(3,208	)		3,208			-			-			-
Expiry of options	12			-			-			(78,915	)		-			78,915			-
Convertible debentures converted into common shares	9			6,428,333			209,075			-			-			-			209,075
Expiry of convertible debenture conversion option	9			-			-			2,323,745			(2,323,745	)		-			-
Renewal of convertible debentures	9			-			-			(2,179,021	)		2,179,021			-			-
Stock-based compensation	12			-			-			6,517			-			-			6,517
Net income and comprehensive income for the period				-			-			-			-			25,662			25,662
Balance at April 30, 2024				520,513,178			90,845,449		$	24,944,377		$	3,075,749		$	(123,297,655	)	$	(4,432,080	)
Balance at November 1, 2022				467,607,678		$	87,784,725		$	27,459,730		$	793,140		$	(120,785,595	)	$	(4,748,000	)
Private placements of shares for cash	10			8,660,000			454,377			-			-			-			454,377
Subscriptions for private placements	10			379,500			33,618			-			-			-			33,618
Convertible debentures converted into common shares	9			20,811,859			1,385,724			-			(77,052	)		-			1,308,672
Exercise of options	12			750,000			83,756			(45,000	)		-			-			38,756
Expiry of options	12			-			-			(6,000	)		-			6,000			-
Expiry of convertible debenture conversion option	9			-			-			793,140			(793,140	)		-			-
Renewal of convertible debentures	9			-			-			(1,150,833	)		1,150,833			-			-
Stock-based compensation	12			-			-			151,406			-			-			151,406
Net loss and comprehensive loss for the period				-			-			-			-			(4,112,364	)		(4,112,364	)
Balance at April 30, 2023				498,209,037		$	89,742,200		$	27,202,443		$	1,073,781		$	(124,891,959	)	$	(6,873,535	)

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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Micromem Technologies Inc.

Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the six months ended April 30, 2024 and 2023

(Expressed in United States dollars) 

				Six months ended April 30
	Notes			2024			2023
Operating activities
Net income/(loss)			$	25,662		$	(4,112,364	)
Items not affecting cash:
Depreciation of property and equipment	5			8,260			8,171
Government grant	8			(17,868	)		-
Accretion expense	8, 9			108,830			154,051
Accrued interest on convertible debentures	9,16			250,171			232,887
Stock-based compensation	12			6,517			151,406
Loss on conversion of convertible debentures	9,16			16,220			21,120
Loss (gain) on repayment of convertible debentures	9,16			49,124			(18,382	)
(Gain) loss on revaluation of derivative liabilities	9,16			(336,761	)		1,278,545
(Gain) loss on extinguishment of convertible debentures	9,16			(431,430	)		2,004,621
Foreign exchange gain				(85,498	)		(86,014	)
				(406,773	)		(365,959	)
Net changes in non-cash working capital:
Prepaid expenses and other receivables				12,625			(2,504	)
Trade payables and other liabilities				107,742			(142,531	)
Cash flows used in operating activities				(286,406	)		(510,994	)
Financing activities
Principal payments on lease liability	6			(8,473	)		(7,559	)
Private placements of shares for cash	10			175,858			454,377
Exercise of options	12			-			38,756
Share issuance costs	10			(7,988	)		-
Proceeds from issuance of convertible debentures	16			291,210			274,600
Repayments of convertible debentures	16			(178,126	)		(66,500	)
Cash flows provided by financing activities				272,481			693,674
Net change in cash				(13,925	)		182,680
Cash - beginning of period				31,584			33,227
Cash - end of period			$	17,659		$	215,907
Supplemental cash flow information
Repayment penalties (classified in operating activities)			$	63,263		$	-
Interest paid (classified in operating activities)	9		$	37,240		$	30,799
Interest converted (classified in operating activities)	9		$	3,435		$	4,654
Interest paid on non-convertible debt (classified in operating activities)	7		$	4,561		$	4,578
Interest paid on lease liability (classified in operating activities)	6		$	1,109		$	1,832
Private placement of shares for receivable			$	-		$	33,618
Carrying amount of convertible debentures converted into common shares	9		$	209,075		$	1,385,724

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

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1. Reporting entity and nature of business 

Micromem Technologies Inc. ("Micromem" or the "Company") is incorporated under the laws of the Province of Ontario, Canada. Micromem is a publicly traded company with its head office located at 121 Richmond Street West, Suite 602, Toronto, Ontario, Canada. The Company's common shares are currently listed on the Canadian Securities Exchange under the trading symbol "MRM" and on the Over the Counter Venture Market under the trading symbol "MMTIF".

The Company develops, based upon proprietary technology, customized sensor applications for companies (referred to as "Development Partners") operating internationally in various industry segments. The Company has not generated commercial revenues through April 30, 2024 and is devoting substantially all its efforts to securing commercial revenue opportunities.

2. Going concern

These unaudited condensed interim consolidated financial statements have been prepared with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

There are material uncertainties related to conditions and events that cast substantial doubt about the Company's ability to continue as a going concern and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. During the six months ended April 30, 2024, the Company reported a net income (loss) and comprehensive income (loss) of $25,662 (2023 - ($4,112,364)) and negative cash flow from operations of $286,406 (2023 - $510,994). The Company's working capital deficiency as at April 30, 2024 was $4,426,287 (October 31, 2023 - $4,818,699).

The Company's success depends on the profitable commercialization of its proprietary sensor technology. Based upon its current operating and financial plans, management of the Company believes that it will have sufficient access to financial resources to fund the Company's planned operations through the next twelve months; however, the ability of the Company to continue as a going concern is dependent upon its ability to secure additional financing and/or to profitably commercialize its technology. There is no assurance that the Company will be successful in the profitable commercialization of its technology, or will be able to secure the necessary additional financing. These unaudited condensed interim consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. If the going concern assumption was not appropriate for these unaudited condensed interim consolidated financial statements then adjustments could be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used; in such cases, these adjustments could be material.

3. Basis of presentation

These unaudited condensed interim consolidated financial statements for the three and six months ended April 30, 2024 and 2023 have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting. The accounting policies and methods of computation adopted in the preparation of the unaudited condensed interim consolidated financial statements are consistent with those followed in the preparation of the Company's audited annual consolidated financial statements for the year ended October 31, 2023. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

These unaudited condensed interim consolidated financial statements were authorized for issuance and release by the Company's Board of Directors on June 12, 2024.

(a) Basis of consolidation

These unaudited condensed interim consolidated financial statements include the accounts of Micromem Technologies Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

The Company's wholly-owned subsidiaries include:

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3. Basis of presentation (continued)

(b) Basis of measurement

 

These unaudited condensed interim consolidated financial statements have been prepared on the historical cost basis, except for financial instruments designated at fair value through profit and loss which are measured at their fair value.

(c) Functional and presentation currency

These unaudited condensed interim consolidated financial statements are presented in United States dollars ("USD"), which is the functional currency of the Company and all of its subsidiaries.

(d) Use of estimates and judgments

The preparation of these unaudited condensed consolidated interim financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates are reviewed periodically and adjustments are made as appropriate in the reporting period they become known. Items for which actual results may differ materially from these estimates are described in the following section.

(i) Fair value of options and conversion features

The Company makes estimates and utilizes assumptions in determining the fair value for stock options and conversion features based on the application of the Black-Scholes option pricing model or the binomial option pricing model, depending on the circumstances. These pricing models require management to make various assumptions and estimates that are susceptible to uncertainty, including the volatility of the share price, expected dividend yield, expected term, risk-free interest rate, and exercise price in the binomial option pricing model.

(ii) Useful lives and recoverability of long-lived assets

Long-lived assets consist of property and equipment and patents. Amortization is dependent upon estimates of useful lives and impairment is dependent upon estimates of recoverable amounts. These are determined through the exercise of judgment and are dependent upon estimates that take into account factors such as economic and market conditions, frequency of use, anticipated changes in laws, and technological improvements.

(iii) Income taxes

Income taxes and tax exposures recognized in the unaudited condensed interim consolidated financial statements reflect management's best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.

When the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future, based on budgeted forecasts. These forecasts are adjusted for certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.

(iv) Going concern assumption

The Company applies judgment in assessing whether material uncertainties exist that would cause doubt as to the whether the Company could continue as a going concern.

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4. New and revised standards and interpretations

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after November 1, 2023. As appropriate, the Company has adopted these pronouncements as of their effective date. Many of the pronouncements are not applicable or do not have a significant impact on the Company and have been excluded.

The following amendments were issued but not yet effective. The Company will adopt these amendments as of their effective dates. The Company is currently assessing the impacts of adoption.

(a) Amendments to IAS 1, Presentation of Financial Statements

IAS 1 was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company's right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company's own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2024. Earlier adoption is permitted. The Company will adopt this amendment as of the effective date, and does not anticipate any material impacts on adoption. These amendments do not have any impact on the Company's accounting records.

(b) Amendments to IFRS 10, Consolidated Financial Statements and IAS 28, Investments in Associates and Joint Ventures

IFRS 10 and IAS 28 were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined, however early adoption is permitted.

5. Property and equipment

6. Leases

(a) As a lessee

The lease obligation relates to the use of office space in Toronto, Ontario. On May 26, 2022, a new lease agreement was entered into for a term from August 1, 2022 to July 31, 2025 for office space in another location in Toronto, Ontario. The present value of the lease obligation was calculated using a discount rate of 9%.

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6. Leases (continued)

(a) As a lessee (continued)

The following represents a maturity analysis of the Company's undiscounted contractual lease obligations as at April 30, 2024:

(b) As a lessor

The Company sub-leases a portion of its office space under a lease agreement for a term of three years, expiring July 31, 2025. The sub-lease is classified as an operating lease because it does not transfer substantially all of the risks and rewards incidental to ownership of the asset.

For the three and six months ended April 30, 2024, the Company recognized a total of $4,605 and $9,139 (2023 - $4,376 and $8,752) as rental income which has been recorded as a reduction to general and administrative expenses on the unaudited condensed interim consolidated statement of operations and comprehensive loss.

The following represents a maturity analysis of the Company's lease payments to be received after April 30, 2024:

7. Debenture payable

The Company issued a debenture on March 17, 2020, with a principal amount of $51,500 CAD ($37,126 USD) and an original maturity date of June 17, 2020. The debenture's maturity date was extended by six month intervals on June 17, 2020, December 17, 2020, June 17, 2021, December 17, 2021, June 17, 2022, December 17, 2022, June 17, 2023 and December 17, 2023. The most recent extension on December 17, 2023 extended the debenture to June 17, 2024. The extension of the debenture's maturity date resulted in a substantial modification of the existing terms of the debenture and accordingly was accounted for as an extinguishment. The debenture bears interest at a rate of 24% and is unsecured. At April 30, 2024, the debenture had an outstanding balance of $37,852 ($52,031 CAD) (October 31, 2023 - $37,509 ($52,031 CAD)). During the three and six months ended April 30, 2024, total interest expense of $2,276 and $4,561 (2023 -$2,286 and $4,578) was recognized in the unaudited condensed interim consolidated statement of operations and comprehensive loss.

8. Long-term loan

The Company was granted a $60,000 CAD ($43,650 USD) interest-free loan from the Government of Canada under the Canada Emergency Business Account ("CEBA") program to cover its operating costs (the "CEBA Loan"). If the Company were to have repaid $40,000 CAD ($29,100 USD) of the aggregate amount advanced on or before January 18, 2024, the repayment of the remaining $20,000 CAD would have been forgiven. The balance was not paid by January 18, 2024, and as a result, on January 19, 2024 the CEBA loan was converted to a 3-year term loan, bearing interest at 5% per annum, paid monthly. The total principal balance plus any accrued and unpaid interest is payable in full on December 31, 2026.

The conversion of the interest-free loan into an interest-bearing 3 year term loan resulted in a substantial modification of the existing terms of the CEBA loan and accordingly was accounted for as an extinguishment. On January 19, 2024, the CEBA loan was recognized at fair value using a market rate of interest of 24%. The difference between this discounted value of $35,841 CAD ($25,422 USD) and the carrying amount of $60,000 CAD ($43,254 USD) was recognized as a government grant of $24,159 CAD ($17,868 USD) in the unaudited condensed interim consolidated statement of operations and comprehensive loss.

The continuity of the long-term loan is summarized as follows:

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9. Convertible debentures

 

The Company issues three types of convertible debentures: USD denominated convertible debentures with an equity component, Canadian dollar ("CAD") denominated convertible debentures with an embedded derivative due to variable consideration payable upon conversion caused by foreign exchange, and USD denominated convertible debentures with an embedded derivative caused by variable conversion prices.

During the three and six months ended April 30, 2024, the Company incurred $nil and $63,263 of financing costs (2023 - $nil). All loan principal amounts and conversion prices are expressed in original currency and all remaining dollar amounts are expressed in USD.

(a) Current period information presented in the unaudited condensed interim consolidated financial statements

Convertible debentures outstanding as at April 30, 2024:

		USD (equity component)			CAD (embedded derivative)			USD (embedded derivative)			Total
Loan principal outstanding	$	1,391,775		$	2,217,086		$	326,563
Terms of loan
Annual stated interest rate		12% - 24%			12% - 24%			2% - 4%
Effective annual interest rate		24%			22 - 131%			24% - 4414%
Conversion price to common shares		$0.03 - $0.04			$0.05 - $0.10			(i) - (ii)
Remaining life (in months)		0 - 6			0 - 10			0 - 9
Unaudited Condensed Interim Consolidated Statement of Financial Position
Carrying value of loan principal	$	1,391,775		$	1,505,240		$	87,952		$	2,984,967
Interest payable	$	363,902		$	416,346		$	34,353			814,601
Convertible debentures	$	1,755,677		$	1,921,586		$	122,305		$	3,799,568
Derivative liabilities	$	-		$	203,694		$	95,985		$	299,677
Equity component of convertible debentures	$	3,075,751		$	-		$	-		$	3,075,749

For the six months ended April 30, 2024:

		USD (equity component)			CAD (embedded derivative)			USD (embedded derivative)			Total
Unaudited Condensed Interim Consolidated Statement of Operations and Comprehensive Loss
Accretion expense	$	2,819		$	77,805		$	26,883		$	107,507
Interest expense	$	157,130		$	126,511		$	7,205		$	290,846
Gain on revaluation of derivative liabilities	$	-		$	(113,564	)	$	(223,197	)	$	(336,761	)
Loss on conversion of convertible debentures	$	-		$	-		$	16,220		$	16,220
Loss on repayment of convertible debentures	$	-		$	-		$	49,124		$	49,124
(Gain) loss on extinguishment of convertible debentures	$	-		$	(453,433	)	$	85,266		$	(368,167	)
Unaudited Condensed Interim Consolidated Statement of Changes in Equity
Amount of principal converted to common shares	$	-		$	60,000		$	161,875
Amount of interest converted to common shares	$	-		$	197		$	3,238
Number of common shares issued on conversion of convertible debentures		-			1,203,945			5,224,388			6,428,333
Unaudited Condensed Interim Consolidated Statement of Cash Flows
Amount of principal repaid in cash	$	-		$	-		$	178,126		$	178,126
Amount of interest repaid in cash	$	7,997		$	29,243		$	-		$	37,240

(i) Conversion price defined as 75% multiplied by the average of the lowest 3 closing stock prices for the 10 trading days prior to conversion date.

(ii) Conversion price defined as 75% multiplied by the lowest stock price for the 20 trading days prior to conversion date.

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9. Convertible debentures (continued)

(a) Current period information presented in the unaudited condensed interim consolidated financial statements (continued)

For the three months ended April 30, 2024:

		USD (equity component)			CAD (embedded derivative)			USD (embedded derivative)			Total
Unaudited Condensed Interim Consolidated Statement of Operations and Comprehensive Loss
Accretion expense	$	1,450		$	57,722		$	16,850		$	76,022
Interest expense	$	81,568		$	65,381		$	3,489		$	150,438
Gain on revaluation of derivative liabilities	$	-		$	(774,867	)	$	(146,794	)	$	(921,661	)
Loss on conversion of convertible debentures	$	-		$	-		$	5,875		$	5,875
Gain on repayment of convertible debentures	$	-		$	-		$	(2,539	)	$	(2,539	)
(Gain) loss on extinguishment of convertible debentures	$	-		$	(705,702	)	$	3,073		$	(702,629	)

(b) Comparative information presented in the unaudited condensed interim consolidated financial statements

Convertible debentures outstanding as at October 31, 2023:

		USD (equity component)			CAD (embedded derivative)			USD (embedded derivative)			Total
Loan principal outstanding	$	1,261,265		$	2,146,715		$	405,001
Terms of loan
Annual stated interest rate		24%			12% - 24%			2% - 4%
Effective annual interest rate		24%			22% - 131%			24% - 5158%
Conversion price to common shares		$0.03 - $0.04			$0.05 - $0.10			(i) - (ii)
Remaining life (in months)		0 - 4			0 - 11			0 - 11
Unaudited Condensed Interim Consolidated Statement of Financial Position
Carrying value of loan principal	$	1,261,265		$	1,499,667		$	77,238		$	2,838,170
Interest payable		344,993			334,511			30,385			709,889
Convertible debentures	$	1,606,258
				$	1,834,178		$	107,623		$	3,548,059
Derivative liabilities	$	-		$	783,650		$	295,743		$	1,079,393
Equity component of convertible debentures	$	3,220,473		$	-		$	-		$	3,220,473

(i) Conversion price defined as 75% multiplied by the average of the lowest 3 closing stock prices for the 10 trading days prior to conversion date.

(ii) Conversion price defined as 75% multiplied by the lowest stock price for the 20 trading days prior to conversion date.

For the six months ended April 30, 2023

		USD (equity component)			CAD (embedded derivative)			US (embedded derivative)			Total
Unaudited Condensed Interim Consolidated Statement of Operations and Comprehensive Loss
Accretion expense	$	13,772		$	124,923		$	15,356		$	154,051
Interest expense	$	138,994		$	123,503		$	5,843		$	268,340
Loss (gain) on revaluation of derivative liabilities	$	-		$	1,351,268		$	(72,723	)	$	1,278,545
Loss on conversion of convertible debentures	$	-		$	-		$	21,120		$	21,120
(Gain) on repayment of convertible debentures	$	-		$	-		$	(18,382	)	$	(18,382	)
(Gain) loss on extinguishment of convertible debentures	$	(14,004	)	$	1,936,228		$	82,397		$	2,004,621

 

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9. Convertible debentures (continued)

(b) Comparative information presented in the unaudited condensed interim consolidated financial statements (continued)

For the six months ended April 30, 2023

		USD (equity component)			CAD (embedded derivative)			USD (embedded derivative)			Total
Unaudited Condensed Interim Consolidated Statement of Changes in Equity
Amount of principal converted to common shares	$	200,000		$	300,000		$	232,700
Amount of interest converted to common shares	$	56,964		$	36,685		$	4,654
Number of common shares issued on conversion of convertible debentures		5,263,158			6,000,000			9,548,701			20,811,859
Unaudited Condensed Interim Consolidated Statement of Cash Flows
Amount of principal repaid in cash	$	-		$	-		$	66,500		$	66,500
Amount of interest repaid in cash	$	5,819		$	24,049		$	931		$	30,799
For the three months ended April 30, 2023:

(c) Fair value of derivative liabilities outstanding

Volatility was estimated using the historical volatility of the Company's stock prices for common shares. 

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10. Share capital

(a) Authorized and outstanding shares

The Company has two classes of shares as follows:

(i) Special redeemable voting preference shares - 2,000,000 authorized, nil issued and outstanding.

 

(ii) Common shares without par value - an unlimited number authorized. The holders of the common shares are entitled to receive dividends which may be declared from time to time, and are entitled to one vote per share at shareholder meetings of the Company. All common shares are ranked equally with regards to the Company's residual assets.

(b) Private placements

During the six months ended April 30, 2024, the Company completed 3 private placements (2023 - 20 private placements), pursuant to prospectus and registration exemptions set forth in applicable securities law. The Company received net proceeds of $164,662 (2023 - $454,377) and issued a total of 3,716,007 (2023 - 8,660,000) common shares. During the six months ended April 30, 2024, the Company also received $nil in subscriptions for private placements (2023 - $33,618).

11. Warrants

On December 22, 2023, the Company issued 63,000 broker warrants in connection with its private placement, as described in Note 10 (b). The broker warrants can be exercised at any time, on a one for one basis, at a price of $0.07 ($0.095 CAD) per share, until December 22, 2025.

The Company uses the Black-Scholes pricing model to estimate fair value. Expected volatility has been based on an evaluation of the historical volatility of the Company's share price. The risk-free interest rate for the life of the warrants was based on the yield available on government benchmark bonds with an approximate equivalent remaining term at the time of issue. The life of the warrant is based on the contractual term.

	December 22, 2023
Share price and Exercise price	$0.07 ($0.095 CAD)
Volatility factor (based on historical volatility)	146%
Risk free interest rate	4.02%
Expected life of conversion features (in years) of warrant	2
Expected dividend yield	0%

The following table summarizes the warrants outstanding and exercisable as at April 30, 2024:

12. Stock options

(a) Stock option plan

Under the Company's fixed stock option plan (the "Plan"), the Company can grant up to 27,500,000 shares of common stock to directors, officers, employees or consultants of the Company and its subsidiaries. The exercise price of each option is equal to or greater than the market price of the Company's shares on the date of grant unless otherwise permitted by applicable securities regulations. An option's maximum term under the Plan is 10 years. Stock options are fully vested upon issuance by the Company unless the Board of Directors stipulates otherwise by Directors' resolution.

(b) Summary of changes

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12. Stock options (continued)

(c) Stock options outstanding at April 30, 2024

			Options			Options			Weighted average
												Remaining
Date of issue	Expiry date		outstanding			exercisable			Exercise price			contractual life
November 13, 2020	November 13, 2025		5,750,000			5,750,000			0.05			1.54
October 8, 2021	October 8, 2026		1,000,000			1,000,000			0.07			2.44
March 20, 2023	March 20, 2028		2,000,000			2,000,000			0.07			3.89
As at April 30, 2024			8,750,000			8,750,000		$	0.06			2.18

During the three and six months ended April 30, 2024, the Company recorded an expense of $nil and $6,517 respectively for the vesting of stock options (2023 - $145,741 and $151,406).

13. Loss per share

Basic and diluted loss per share are calculated using the following numerators and denominators:

		Three months ended April 30,						Six months ended April 30,
Numerator		2024			2023			2024			2023
Net loss attributable to common shareholders and used in computation of basic income (loss) per share	$	1,446,174		$	(3,896,034	)	$	25,662		$	(4,112,364	)
Add: adjustments for dilutive effects		83,018			-			159,949			-
Net loss attributable to common shareholders and used in computation diluted income (loss) per share	$	1,529,192		$	(3,896,034	)	$	185,611		$	(4,112,364	)
Denominator
Weighted average number of common shares for computation of basic income (loss) per share		517,868,552			474,546,633			515,705,432			474,546,633
Dilutive effects of convertible features (Note 9) and stock options (Note 12)		104,684,290			-			97,055,086			-
Weighted average number of common shares for computation of diluted income (loss) per share		622,552,842			474,546,633			612,760,518			474,546,633

Basic income (loss) per share amounts are calculated by dividing the net income (loss) attributable to common shareholders for the periods by the weighted average number of common shares outstanding during the periods.

14. Income taxes

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.

As at April 30, 2024, the Company has non-capital losses of approximately $33 million, $28.8 million in Canada and $4.4 million in other foreign jurisdictions, available to reduce future taxable income. Non-capital losses expire commencing in 2026. In addition, the Company has available capital loss carry forwards of approximately $1.2 million to reduce future taxable capital gains. Capital losses carry forward indefinitely.

As at April 30, 2024, and October 31, 2023, the Company assessed that it is not probable that sufficient taxable income will be available to use deferred income tax assets based on operating losses in prior years; therefore, there are no balances recognized in the unaudited condensed interim consolidated statements of financial position for such assets.

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15. Operating expenses

(a) General and administration

The components of general and administration expenses are as follows:

(b) Professional, other fees and salaries

The components of professional, other fees and salaries expenses are as follows:

16. Supplemental cash flow information

The following provides a reconciliation of the cash flows from convertible debentures and derivative liabilities :

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17. Key management compensation and related party transactions

The Company reports the following related party transactions:

(a) Key management compensation

 

Key management personnel are persons responsible for planning, directing and controlling activities of the Company, including officers and directors. Compensation paid or payable to these individuals (or companies controlled by such individuals) are summarized as follows:

During the three and six months ended April 30, 2024, key management was awarded nil stock options (2023 - 680,000).

(b) Trade payables and other liabilities

Included in accounts payable is $nil payable to a corporation controlled by an officer of the Company as at April 30, 2024 (October 31, 2023 - $2,173).

18. Contingencies

(a) The Company has agreed to indemnify its directors and officers and certain of its employees in accordance with the Company's by-laws. The Company maintains insurance policies that may provide coverage against certain claims.

(b) The Company has previously reported on the lawsuit filed by Mr. Steven Van Fleet against Micromem, the Company's response to the lawsuit and its counterclaims against Mr. Van Fleet.

On April 29, 2021 the matter was resolved in Micromem's favor when the Court dismissed Mr. Van Fleet's claims and ruled that he was liable to the Company and to MAST on their counterclaims. On June 16, 2021, the Court ruled that Micromem and MAST had established damages totaling $765,579 representing the full amount that had been requested; furthermore, the Court awarded costs and statutory prejudgment interest from May 9, 2017. On June 29, 2021 the Court entered a judgement in favor of Micromem and MAST for a total amount of $1,051,739.

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

The Company reports the recovery of this contingent asset as funds are received. During the three and six months ended April 30, 2024, the Company has recorded a recovery of $2,400 and $4,800, received in the period as a reduction of legal expenses (2023 - $2,400 and $4,800).

(c) On November 1, 2023, a former employee filed a statement of claim against the Company relating to employment termination without reasonable notice. The Company filed a statement of defence and counterclaim on November 29, 2023 denying all liability to the former employee. The Company considers the claim of the former employee to be largely and likely without merit and therefore, no provision has been recorded in these unaudited condensed interim consolidated financial statements.

(d) On March 23, 2023, the Company signed a letter of intent (the "LOI") with companies incorporated in Romania (the "Parties") whereby the Parties intend to collaborate for the development of certain hardware equipment (the "Project"). Under the LOI, the Parties will provide full payment for the hardware equipments and the Company will provide all engineering support and expertise as required. At April 30, 2024 a formal agreement relating to the Project has not yet been executed.

In relation to the construction of the hardware equipment, the Company has recorded at April 30, 2024 and October 31, 2023, total advances received from the Parties of $63,000 as a deposit liability and the third party payments of $63,000 as a prepaid expense on the unaudited condensed interim consolidated statement of financial position.

At April 30, 2024 the Company is committed to a further $63,000 payment related to the construction of the hardware equipment. 

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19. Capital risk management

 

The Company's objectives when managing capital are to (i) maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, (ii) ensure it has sufficient cash resources to further develop and market its technologies and (iii) maintain its ongoing operations. The Company defines its capital as its net assets, i.e. total assets less total liabilities. In order to secure the additional capital necessary to pursue these objectives, the Company may attempt to raise additional funds through the issuance of equity or convertible debentures or by securing strategic partners. The Company is not subject to externally imposed capital requirements and there has been no change with respect to the overall capital risk management strategy during the three and six month periods ended April 30, 2024.

20. Financial risk management

(a) Currency risk

Currency risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will significantly fluctuate due to changes in foreign exchange rates. The Company is exposed to currency risk to the extent that it incurs expenses and issues convertible debentures denominated in Canadian dollars (CAD). The Company manages currency risk by monitoring the Canadian dollar position of these monetary financial instruments on a periodic basis throughout the course of the reporting period.

As at April 30, 2024, and October 31, 2023, balances that are denominated in CDN are as follows:

		As at			As at
		April 30,			October 31,
		2024			2023
		CAD			CAD
Cash	$	13,168		$	38,444
Other receivables	$	18,024		$	29,080
Trade payables and other liabilities	$	398,222		$	290,311
Convertible debentures	$	2,641,355		$	2,544,289
Debenture payable	$	52,031		$	52,031
Derivative liabilities	$	279,992		$	1,087,044
Long-term loan	$	37,634		$	60,000

A 10% strengthening of the US dollar against the CAD would decrease net loss and comprehensive loss by $223,400 as at April 30, 2024, (October 31, 2023 - decrease net loss and comprehensive loss by $260,000). A 10% weakening of the USD against the CAD would have the opposite effect of the same magnitude.

(b) Interest rate risk

Interest rate risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will significantly fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk on its interest-bearing convertible debentures. This exposure is limited due to the short-term nature of the convertible debentures.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's cash. The maximum exposure to credit risk is the carrying value of these financial assets, which amounted to $17,659 as at April 30, 2024 (October 31, 2023 - $31,584). The Company reduces its credit risk by assessing the credit quality of counterparties, taking into account their financial position, past experience and other factors.

The risk for cash is mitigated by holding these balances with with central banks and financial institution counterparties that are highly rated. The Company therefore does not expect any credit losses on its cash.

The risk of credit loss on other receivables is substantially mitigated by assessing the credit quality of counterparties, taking into account their financial position, past experience and other factors. Management actively monitors the Company's exposure to credit risk under its financial instruments, including with respect to other receivables. 

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20. Financial risk management (continued)

(d) Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's policy is to review liquidity resources and ensure that sufficient funds are available to meet financial obligations as they become due. Further, the Company's management is responsible for ensuring funds exist and are readily accessible to support business opportunities as they arise. With the exception of the long-term loan, all financial liabilities are due within 1 year as at April 30, 2024.

(i) Trade payables

The following represents an analysis of the maturity of trade payables:

(ii) Convertible debentures and derivative liabilities

The following represents an analysis of the maturity of the convertible debentures and derivative liabilities:

21. Subsequent events

Subsequent to April 30, 2024:

(a) The Company secured a private placement with investors consisting of common shares with warrants pursuant to prospectus and registrations set forth in applicable securities law. It realized net proceeds of $37,000 USD and will issue a total of 1,258,820 common shares.

(b) The Company extended convertible debentures that were within 3 months of maturity date from April 30, 2024 for an additional six (6) months.

(c) The Company converted $80,938 USD of convertible debentures through the issuance of 6,253,290 common shares.

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MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2024 PREPARED AS OF JUNE 12, 2024

NOTICE TO READER

The Management's Discussion and Analysis ("MD&A") report for Micromem Technologies Inc. for the three months ending April 30, 2024, as attached, is dated as of June 12, 2024, consistent with the date of the Independent Registered Public Accounting Firm report and with the original 52-109 CEO and CFO certification filings related thereto.

/s/ Dan Amadori	/s/ Joseph Fuda
Dan Amadori, CFO	Joseph Fuda, CEO
June 12, 2024	June 12, 2024

 

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INTRODUCTION

The following sets out the Management's Discussion and Analysis ("MD&A") of the financial position and result of operations for the three months ending April 30, 2024, of Micromem Technologies Inc. (the "Company", "Micromem", or "we"). The MD&A should be read in conjunction with the Company's audited consolidated financial statements and accompanying notes for the fiscal years ending October 31, 2023, and 2022 which are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. Additional information regarding the Company is available on the SEDAR website at www.sedar.com.

The Company's shares are traded on the OTCQB under the symbol MMTIF and on the Canadian Securities Exchange ("CSE") under the symbol MRM. Micromem has several wholly-owned subsidiaries, all of which have been inactive since 2018 or earlier.

Certain information provided by the Company in this MD&A and in other documents publicly filed throughout the year that are not recitation of historical facts may constitute forward-looking statements. The words "may", "would", "could", "will", "likely", "estimate", "believe", "expect", "forecast" and similar expressions are intended to identify forward-looking statements.

Readers are cautioned that such statements are only predictions, and the actual events or results may differ materially. In evaluating such forward-looking statements, readers should specifically consider the various factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements.

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities legislation ("forward looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, potentials, future events or performance (often, but not always, using words or phrases such as "believes", "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", or "intends" or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken or achieved) are not statements of historical fact, but are "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or in its industry, to differ materially from the anticipated results, performance, achievements, or developments expressed or implied by such forward-looking statements. Forward-looking statements include disclosure regarding possible events, conditions or results of operations that are based on assumptions about future conditions, courses of action and consequences. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions, or circumstances. The Company cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Forward-looking statements relate to, among other things, the successful commercialization of our technology, comments about potential future revenues, joint development agreements and expectations of signed contracts with customers, etc. A number of inherent risks, uncertainties and factors affect the operations, performance and results of the Company and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. Some of these risks and uncertainties include the risk of not securing required capital in future, the risks of not successfully concluding agreements with potential partners on a timely basis and the risks associated with commercializing and bringing to market our technology. These risks are affected by certain factors that are beyond the Company's control: the existence of present and possible future government regulation, competition that exists in the Company's business, uncertainty of revenues, markets and profitability, as well as those other factors discussed in this MD&A report. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements and reference should also be made to the Company's Annual Information Form (prepared and filed in the form of a Form 20-F Annual Report pursuant to The Securities Exchange Act of 1934) for a description of risk factors.

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Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities law.

**********

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TABLE OF CONTENTS:

1. OVERVIEW	5
2.  BUSINESS DEVELOPMENTS, QUARTER ENDED APRIL 30, 2024	6
3.  FINANCING	8
4.  DISCUSSION OF OPERATING RESULTS	9
5.  RISKS AND UNCERTAINTIES	16
6.  GOING CONCERN	18
7.  OTHER MATTERS	19
8.  SUBSEQUENT EVENTS	22
APPENDIX 1.  COMMENTARY ON CONVERTIBLE DEBENTURES	23

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1. OVERVIEW

Micromem continues to pursue business opportunities in Romania.  It has been engaged in discussions with Romgaz, the state-controlled gas company in Romania for the past few years.  Under the Romgaz umbrella, the Company has also been pursuing discussions to complete multiple projects with Petrom, the state-controlled oil company and with Transelectrica, the major public utility and interconnection company in Romania.

The Company has previously completed a successful interwell tracer program with Chevron, utilizing a technology application for interwell tracing in operating oil wells.  The technology was developed in conjunction with a Silicon Valley-based design and engineering group who developed the technology which is, hereinafter, referred to as ARTRA.  The testing of a prototype analyzer was completed in Lost Hills, California with Chevron in 2019-2020.  The Company and Chevron committed approximately $5 million to this initiative.  We met most recently with Chevron personnel in December 2024 and we maintain a dialogue with Chevron relating to our current undertakings in Romania and with respect to future business opportunities with Chevron.

The Company continues to raise capital for its ongoing operations; working capital continues to be constrained.  The Company's financial statements are prepared in accordance with International Financial Reporting Standards ("IFRS").  Under IFRS we report our complex financial instruments (convertible debentures) with quarterly remeasurement of the debentures and the related derivative liabilities.  The result in such quarterly remeasurements is that the Company reports significant non-cash income or expenses in each quarter which have a material impact on our financial statement presentation.  This matter is more fully addressed in the body and in Appendix 1 of this MD&A report.

Our litigation with Steve Van Fleet, a former officer of the Company, was resolved in our favour in 2021.  Micromem was awarded $1.058 million in settlement of this litigation.  The Company has been receiving monthly payments from Mr. Van Fleet as part of the settlement agreement that was struck; these monthly payments are scheduled to continue through September, 2027.

The Company held its Annual General Meeting of Shareholders on April 22, 2024.  At the meeting, the shareholders approved the reappointment of our incumbent external auditors, MNP LLC. and the proposed slate of directors for the current fiscal year.

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2. BUSINESS DEVELOPMENTS  IN QUARTER ENDING APRIL 30, 2024:

Romgaz: At April 30, 2024 and as of the date of this report, the Company reports the following developments with respect to its working arrangements with Romgaz:

a) In 2023, a senior team of technical advisors was enlisted by Romgaz to assist in the execution of its go forward workplan.  This development team includes representation from the University of Oil and Gas of Ploiesti in Romania ("the University").  This team will be directed by Professor Dan Ioan Gheorghui, PhD. who serves as the President of the Romanian chapter of the World Energy Council.  The team also includes Professor Alin Dinita, PhD. who serves as the Head of Development Strategies and the Faculty of Mechanical and Electrical Engineering at the University of Ploiesti and Professor Karl Cosmin Banica, PhD who serves as Pro-Dean of the Faculty of Electrical Engineering.

b) Micromem continues to pursue the finalization of these agreements with respect to three phases of go forward activity with Romgaz.  The 3 phases, as have been previously reported, include:

i. We have received an initial purchase order for 2 ARTRA units.  The University will evaluate these initial units and develop all required specifications for a well-mounted device that incorporates all required analytics software.  Upon successful completion, Micromem anticipates a second purchase order for 20 of these upgraded units for infield testing by Romgaz.  In order to move forward with the anticipated 20 units we will need to develop an automated sampler system.  If these units perform successfully, an order for up to 3,800 units for gas wells and 1,200 units for oil wells is anticipated.  These commercial units would be fabricated in Romania.

ii. The concurrent development of analytics software for the ARTRA units and for broader applications. The software is to be customized for use by Romgaz and Petrom in their respective gas and oil well operations.  Micromem will maintain a 50% interest in the jointly developed analytics software which is intended to provide comprehensive real time data and analysis for operating wells. Micromem will realize recurring revenues as this software is utilized. 

iii. The concurrent development of powerline monitoring solutions for the transmission and interconnection hardware currently in place in Romania's electric grid system. Micromem anticipates that it will work with its Romanian partners to develop both the powerline monitoring devices and the analytics software for the grid system. 

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(c) Micromem has received the initial draft of the two-unit purchase order from Romgaz and the initial draft of the proposed joint venture agreement between Micromem and Romgaz who is purposed to develop the analytics software applications, the powerline monitoring technology applications and other initiatives going forward.

In anticipation of these developments, Micromem has planned for its business activity to include the following components: 

(i) Continuance of its working relationship with the developer of the ARTRA technology which Chevron has successfully tested in onsite testing in its operating oil wells.

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

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

(b) Chevron:

We most recently met with Chevron in their Houston offices in December.  Chevron continues to support these initiatives as we advance our development efforts.  We are maintaining a dialogue with Chevron regarding our current undertakings in Romania and with respect to future business opportunities with Chevron.

We also met with the developer of the original technology that Chevron deployed in the testing which they completed in Lost Hills California in 2019-2020. That developer will continue to work with Micromem in our current dealings with Romgaz.

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3. FINANCING

In Q2 2024 the Company secured $63,205 of financing from private placements (Q2 2023: $330,492) and received proceeds of $Nil (Q2 2023: $149,000) from the issuance of convertible debentures (referred to interchangeably as "debentures" or "convertible loans" or "loans" throughout this document). The Company issued x common shares relating to the conversion by debenture holders of their debentures totaling $x during Q2 2024 (Q2 2023: issued 16,218,279 common shares relating to conversion of debentures totaling $1,026,217).

The Company's convertible debt structure is complex with 3 broad categories of such debt: (i) $CDN denominated debt with fixed conversion prices; (ii) $US denominated debt with fixed conversion prices, and (iii) $US denominated debt with variable conversion prices.  The term of the debt in each instance is typically between 4 months and 12 months.  To  date , the Company has repaid certain convertible loans at maturity when due as requested by the debenture holder or converted the debenture into common shares at the request of the debenture holder or extended the term of the debenture through negotiations with the debenture holder - in this latter case, certain terms of the loan - interest rate and/or conversion price - have, in some instances, been adjusted as part of the extension.

Under IFRS reporting, such loans require quarterly remeasurements.  The application of the remeasurement methodology is very specific. This is more fully discussed in Appendix 1; in summary, there are several non-cash related income and expense charges that arise from such remeasurements.  We recorded the following non-cash charges in the period ending April 30, 2024 and 2023 none of which impact the Company's cash flows:

For the 6 months ended April 30		2024			2023			Change
Accretion expense	$	108,830		$	154,051		$	(45,221	)
Loss on conversion of convertible debentures		16,220			21,120			(4,900	)
Loss on revaluation of derivative liabilities		(336,761	)		1,278,545			(1,615,306	)
Loss (gain) on extinguishment of convertible debentures		(368,167	)		2,004,621			(2,372,788	)
Net expense (income)	$	(579,878	)	$	3,458,337		$	(4,038,215	)

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4.  DISCUSSION OF OPERATING RESULTS:

(a)  Financial Position as at April 30, 2024:

					($US 000)
		April 30, 2024			October 31, 2023			April 30, 2023
Assets:
Cash		18			32			216
Prepaid expenses and other receivables		91			104			54
		109			136			270
Property and equipment		24			32			40
Total Assets		133			168			310
Liabilities:
Accounts payable and other liabilities		380			273			145
Current lease liability		18			17			16
Debentures		3,837			3,586			3,543
Derivative liability		300			1,079			3,375
		4,535			4,955			7,079
Long-term lease liability		3			12			22
Long-term loan		27			43			45
Total Liabilities		4,565			5,010			7,146
Shareholders' Deficit:
Share capital		90,845			90,471			89,742
Contributed surplus		24,944			24,869			27,202
Equity component of convertible debentures		3,076			3,220			1,074
Accumulated deficit		(123,297	)		(123,402	)		(124,892	)
		(4,432	)		(4,842	)		(6,874	)
Total Shareholders' Deficit		133			168			272

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Commentary:

1. The Company's working capital deficiency is $4,426,287 on April 30, 2024 (at October 31, 2023: deficiency of $4,818,699). 

A non-IFRS presentation of the current working capital deficiency as of April 30, 2024 is presented as follows:

The equivalent revised working capital deficiency at April 30, 2023 was $(3,739,306).

The convertible debentures as reported at April 30, 2024 totaled $3,799,568 which accounts for virtually all of the revised working capital deficiency as above.  In this regard, the Company has successfully managed its convertible debenture obligations to date.  It continues to secure extensions on the term of these debentures which have matured; in certain cases it has repaid the debentures at maturity date and in other, multiple cases, the Company has been successful in having the debentures converted to common shares at maturity dates.
The Company believes that it is successfully managing its working capital requirements and that it will continue to do so in future.

2. For financial reporting purposes the Company has fully amortized the historical cost of its investment in patents.   The Company believes that its patents remain as an asset to be exploited in future through the pursuit of licensing agreements with potential strategic partners.

3. The Company continued to secure additional financing in 2024 through convertible bridge loans. Given the terms of the debentures, the Company has measured, as appropriate, the prescribed accounting treatment for these loans and the related derivatives.  These loans are typically of a short-term nature and have, in many cases, renewed on multiple occasions; the related financial reporting has become progressively more complex. Refer to Appendix 1 of this report for additional commentary.

The balance reported as convertible loans at April 30, 2024, is $3,799,568 (at October 31, 2023: $3,548,059) and the related derivative liability balance is $299,677 (at October 31, 2023: $1,079,393).

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4. The Company also reports a non-convertible debenture in the amount of $37,852 at April 30, 2024 (October 31, 2023: $37,509; interest is payable at a rate of 2% per month.  The original loan was secured in 2021 and has since been renewed for successive six month terms.

The Company reports the following charges to the consolidated statements of income:

a) Accretion expense on these debentures of $77,193 for the quarter ended April 30, 2024 (year ended October 31, 2023: $279,834; quarter ended April 30, 2023: $74,289).

b) A foreign exchange gain of $183,528 for the quarter ended April 30, 2024.  The $CDN has dropped in value relative to the $US for the 3 and 6 months ended April 30, 2024.  Accordingly, the $CDN denominated convertible debentures as reported have been adjusted resulting in the gain as reported.

c) A loss on the conversion of bridge loans to share capital of $5,875 for the quarter ended April 30, 2024; for the quarter ended April 30, 2023: loss of $12,341).

d) A gain on the revaluation of the derivative liabilities of $921,661 for the quarter ended April 30, 2024 (a gain on revaluation of $658,503 for the year ended October 31, 2023; a loss on revaluation of $1,583,394 for the quarter ended April 30, 2023). 

These gains/losses as reported are non-cash charges.

e) A net gain on extinguishment of convertible debentures of $702,629 for the quarter ended April 30, 2024 (a loss of $1,428,066 for the year ended October 31, 2023; a loss of $1,884,384 for the quarter ended April 30, 2023).

The Company reports a loss on extinguishment of debentures whenever a loan is renewed.    The losses as reported are non-cash charges.

Management generally employs a Black Scholes valuation model although, for certain of the loan transactions contracted for, it uses a binomial measurement model.

Management acknowledges that the cost of financing to the Company is significant; interest on the convertible debentures is substantial. We reported interest expense of $150,438 for the quarter ended April 30, 2024 (interest expense of $540,929 for the year ended October 31, 2023; interest expense of $137,204 for the quarter ended April 30, 2023).

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6. The Company secured funding from various sources; the significant components include:

		3 months ended			12 months ended			3 months ended
		April 30, 2024			October 31, 2023			April 30, 2023
Private placements of shares for cash consideration	$	63,185		$	535,525		$	330,492
Bridge loan financing		108,305		$	645,151			149,000
Settlements for share consideration		209,075		$	1,742,226			1,026,217
	$	380,565		$	2,922,902		$	1,505,709

Operating Results:

The following table summarizes the Company's operating results for the three months ended April 30, 2024, and 2023:

Discussion of operating Results

		Quarter ended April 30,
		2024 ($000)			2023 ($000)
Administration		32			46
Professional fees and salaries		85			115
Stock-based compensation		-			146
Travel and entertainment		5			16
Amortization of property and equipment		4			4
Foreign exchange (gain) loss		(183	)		(141	)
Accretion expense		77			74
Interest expense convertible debt		150			137
Other financing costs		5			31
Loss (gain) on revaluation of derivatives liabilities		(922	)		1,583
Loss on conversion of convertible debentures, net		4			-
Loss (gain) on extinguishment of convertible debentures		(703	)		1,885
Net expenses (income)		(1,446	)		3,896
Net comprehensive (income) loss		(1,446	)		3,896
Income (loss per share)		-			(0.01	)

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A non-IFRS presentation of the net loss and comprehensive loss for the 3 and 6 months ended April 30, 2024 is presented as follows ($000):

Net income as reported	$	1,466		$	26
Adjust for non-cash expenses reported relating to Convertible Debentures:
Accretion expense	$	77		$	109
Loss (gain) on revaluation of derivative liabilities	$	(922	)	$	(337	)
Loss on conversion of convertible debentures	$	6		$	16
Gain on repayment of convertible debentures	$	(3	)	$	49
Loss on extinguishment of convertible debenture	$	(703	)	$	(368	)
Revised net loss	$	(99	)	$	(505	)

The comparable revised net loss for the 3 months ended April 30, 2023 is ($354,351) and for the 6 months ended April 30, 2023 is ($672,409).

The Company's current monthly cash requirements to cover its operating expenses is, based on the above, approximately $65,000 per month.  As operations expand with our projects in Romania, we expect that we will begin to report revenues and that our monthly operating expenses will increase.

Quarter ended April 30, 2024 compared to Quarter ended April 30, 2023

a) Administration costs were $31,791 versus $45,414 in 2023.  These costs include rent and occupancy cost, investor relations, listings and filing fees and other general and administrative expenses.

b) Professional and other fees and salaries costs were $85,387 in 2024 versus $115,132 in 2023. The components of these total costs include legal and audit related expenses, consulting fees, and staff salaries and benefits.

The CFO has received $10,192 of management fees in 2024 (2023: $9,174). The CEO of the Company has received $6,983 of cash compensation in 2024 (2023: $11,292). 

c) Travel and entertainment expenses were $4,865 in Q2 2024 (2023: $16,055).

d) Interest expense was $150,438 in Q2 2024 versus $137,204 in Q2 2023. This represents the actual interest expense obligations incurred by the Company based on the stated interest rates on the convertible debenture notes.

e) Amortization expense was $4,110 in Q2 2024 versus $4,076 in Q2 2023.

f) Financing costs were $4,524 in Q2 2024 versus $31,499 in Q2 2023.  These expenses relate primarily to costs associated with the convertible debenture financings which the Company completed in this time frame. 

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g) The (gain) on foreign exchange reported in Q2 2024 was $(183,528) versus a gain of $140,833 in Q2 2023.  This includes the exchange relating to the translation of $CDN denominated transactions during the year and to Canadian denominated assets and liabilities at fiscal quarter and year ends.  It also includes the foreign exchange relating to the initiation, renewal, conversion, and repayment of convertible debentures transactions during the reporting periods.  The Canadian dollar, relative to the US dollar was $0.7550 at April 30, 2024, $0.7209 at October 31, 2023, $0.7365 at April 30, 2023.

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

For the 3 months ended April 30		2024			2023			Change
Accretion expense	$	77,193		$	74,289		$	2,904
Loss on conversion of convertible debentures, net		5,875			12,341			(6,466	)
Loss (gain) on revaluation of derivative liabilities		(921,661	)		1,583,194			(2,504,855	)
Loss (gain) on extinguishment of convertible debentures		(702,629	)		1,884,384			(2,587,013	)
Net expense (gain)	$	(1,541,222	)	$	3,554,208		$	(5,095,430	)

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C. Unaudited Quarterly Financial Information - Summary

Three months ended (unaudited)		Net Revenues $			Net Expenses $			Income (loss) $			Loss per share
April 30, 2024		-			(1,446,174	)		1,446,174			-
January 31, 2024		-			(1,420,512	)		1,420,512			-
October 31, 2023		-			(1,271,082	)		1,271,082			-
July 31, 2023		-			(149,612	)		149,612			-
April 30, 2023		-			3,896,034			(3,896,034	)		0.01
January 31, 2023		-			216,330			(216,330	)		-
October 31, 2022		-			(419,082	)		419,082			-
July 31, 2022		-			1,421,173			(1,421,173	)		-

Three months ended (unaudited)		Working capital (deficiency)				Capital assets at NBV			Other Assets			Total Assets			Shareholders' equity (deficit)
April 30, 2024		(4,426,287		)		24,359			-			133,392			(4,432,080	)
January 31, 2024		(6,100,773		)		28,393			-			144,827			(6,001,984	)
October 31, 2023		(4,818,699		)		32,767			-			168,350			(4,841,204	)
July 31, 2023		(6,148,332		)		36,331			-			240,608			(6,174,904	)
April 30, 2023		(6,847,503		)		39,466			-			309,695			(6,873,535	)
January 31, 2023		(4,786,678		)		43,779			-			105,556			(4,813,784	)
October 31, 2022		(4,722,878		)		48,092			-			99,519			(4,748,000	)
July 31, 2022		(5,421,607		)		4,445			-			97,504			(5,463,523	)

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5.  RISKS AND UNCERTAINTIES

There are a number of risks which may individually or in the aggregate affect the long-term commercial success of the Company, both known and unknown. An investment in the Company should be considered speculative due to the nature of the Company's activities and its current stage of development.

Stage of Development of Technology:

The Company has made strides in advancing its technology and in developing a product portfolio and in engaging customers in joint development projects. There remains the risk that the Company must successfully complete development work on these products to have available commercially viable products which can be licensed or sold.

Customers' Willingness to Purchase:

We have previously entered into joint development agreements whereby our prototype products are being subjected to rigorous testing by our partners. We expect to be successful in commercializing our product portfolio. If we are successful in doing so, our partners will then have to decide the extent to which they will adopt our technology for future use for their applications. The future revenue streams for the Company are dependent upon the rate of adoption by our customers and their willingness to do so.

Patent Portfolio:

The Company has previously committed time and effort and incurred significant costs with respect to the maintenance and development of our intellectual property portfolio. Commencing in 2019, it decided to abandon certain provisional patent filings in international jurisdictions which it believes does not impact on the core patent technology that the Company maintains.  Given the nature of IP development, the Company is subject to continuing risks that our patents could be successfully challenged and that our patent pending files may not ultimately be granted full patent status. The Company does not have extensive in-house resources so as to manage its IP portfolio in this environment and has traditionally relied heavily on its patent attorneys for these services.

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Financing:

The Company has successfully raised funding on a quarterly basis to continue to support its development initiatives and fund the Company's corporate structure and overheads. The Company must continue to source financing in order to continue to support its business initiatives.

Competitors:

The Company is subject to competition from other entities that may have greater financial resources and more in-house technical expertise.

Management Structure:

The Company is highly dependent on the services of a small number of senior management team members. If one of these individuals were unavailable, the Company would encounter a difficult transition process.

Foreign Currency Exposure:

The Company expects to sell its products and license technologies in the United States, in Canada and abroad. It has raised financing in both $CDN and $USD. The Company has not hedged its foreign currency exposure.  Foreign currency fluctuations present an ongoing risk to the business.

Project Execution Risks:

The Company is now embarking on its project and joint venture initiatives with Romgaz, as discussed in the body of this MD&A report.

In order to be successful in these initiatives, the Company will have to expand its activities.  It will require the hiring of additional technical staff and program managers.  The Company will add one additional staff person to its four person head office team.  It will likely open a branch office in Bucharest, Romania.

There are operating and execution risks associated with this expansion of our operations.  Our future success is dependent on accomplishing all of the above tasks and in building, monitoring and reporting on our go forward operations.

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6.  GOING CONCERN

The consolidated financial statements have been prepared on the "going concern" basis, which presumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

There are material uncertainties related to conditions and events that cast significant doubt about the Company's ability to continue as a going concern for a reasonable period of time in future.  During the three months ended April 30, 2024, the Company reported net income and comprehensive income of $1,446,174 (Q2 2023: loss of $3,896,034) and negative cash flow from operations of $406,773 (Q2 2023: $510,994).  The Company's working capital deficiency as at April 30, 2024 is $4,426,287 (October 31, 2023: $4,818,699).

In this context, we reference the comments provided on Non-IFRS measurements with respect to reported working capital and operating results in section 4 of this MD&A report.

The Company's future success depends on the profitable commercialization of its proprietary sensor technology. There is no assurance that the Company will be successful in the profitable commercialization of its technology. Based upon its current operating and financial plans, management of the Company believes that it will have sufficient access to financial resources to fund the Company's planned operations through fiscal 2024 and beyond; however, the ability of the Company to continue as a going concern is dependent on its ability to secure additional financing and/or to profitably commercialize its technology. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

If the "going concern" assumption was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used; in such cases, these adjustments would be material.

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7.  OTHER MATTERS

(a) Critical Accounting Policies

The accounting policies the Company believes are critical to the financial reporting process include foreign currency translation, financial instruments, compound and hybrid financial instruments, derivative liabilities, conversion features of bridge loans, patents, impairment of long-lived assets, patents, deferred development costs, revenue recognition, stock-based compensation, and income taxes.  These critical accounting policies are set forth in Note 4 to our audited consolidated financial statements as of October 31, 2023; there have been no changes to our critical accounting policies on a year to date basis through April 30, 2024.

(b) Legal  matter: lawsuit vs Steven Van Fleet 

We have previously reported on the litigation matter relating to Mr. Van Fleet, the former President of MAST, which commenced in 2018. Ultimately, after all legal and court proceedings, on June 16^th, 2021 the court ordered that Micromem and MAST had established damages of $765,579.35, the full amount that had been requested. Additionally, the court awarded costs and statutory prejudgement interest from May 9, 2017. On June 29^th, the court entered a judgement ("Judgement") in favor of Micromem and MAST and against Mr. Van Fleet  in the amount of $1,051,739.83.

With respect to the Company's efforts to collect on that Judgement, a settlement ("Settlement") was reached during October 2021. Pursuant to the Settlement, the Company received an initial one-time payment and is entitled to additional monthly payments over a period of up to six years through September, 2027. The Company will record those payments as and when they are received. The total amount to be received by the Company if Mr. Van Fleet makes all the required payments under the terms of the Settlement will be less than the amount of the Judgement obtained by the Company, but if Mr. Van Fleet does not comply with the terms of the Settlement, it also provides the Company a means of enforcing a larger judgement against Mr. Van Fleet that is substantially in line with the Judgement. Mr. Van Fleet has made the prescribed monthly payments each month since October 2021.

(c)  Legal Matter

On November 1, 2023, a former employee filed a statement of claim against the Company relating to employment termination without reasonable notice. The Company filed a statement of defence and counterclaim on November 29, 2023, denying all liability to the former employee. The Company considers the claims of the former employee to be without merit. At April 30, 2024, the timing and outcome of the claim is uncertain and accordingly, no provision has been recorded in these consolidated financial statements.

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(d)  Contingencies and Commitments

The Company may be subject to litigation, claims and governmental and regulatory proceedings arising in the ordinary course of business.  In such cases, the Company accrues a loss contingency for these matters when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. There are no such accruals reflected in the Company's accounts at April 30, 2024.

(e)  Off-Balance Sheet Arrangements

At April 30, 2024, the Company has no off-balance sheet financial commitments and does not anticipate entering into any contracts of such nature other than the addition of new operating leases for equipment and premises as may be required in the normal course of business.

(f)  Share Capital

At April 30, 2024, the Company reports 520,513,178 common shares outstanding (October 31, 2023: 510,368,838; April 30, 2023: 498,209,037). Additionally, the Company has 9,750,000 stock options outstanding with a weighted average exercise price of $0.06 per share; at October 31, 2023: 9,775,000 options outstanding with a weighted average exercise price of $0.06 per share; at April 30, 2023: 13,875,000 options outstanding with a weighted average exercise price of $0.06 per share).

(g)  Management and Board of Directors

At our most recent Annual Meeting of Shareholders held on April 22, 2024, Joseph Fuda, Oliver Nepomuceno, and Alex Dey were re-elected to serve on our Board of Directors. Joseph Fuda and Dan Amadori continue to serve as officers of the Company.

Our management team and directors, along with their Q2 quarterly remuneration, is presented as below:

	2024 remuneration
Individual	Position	Cash	Options	Total
Joseph Fuda	President, Director	6,983	-	6,983
Oliver Nepomuceno	Director	-	-	-
Alex Dey	Director	-	-	-
Dan Amadori	CFO	10,192	-	10,192
Total		17,175	-	17,175

	2023 remuneration
Individual	Position	Cash	Options	Total
Joseph Fuda	President, Director	11,292	-	11,292
Oliver Nepomuceno	Director	-	-	-
Alex Dey	Director	-	-	-
Dan Amadori	CFO	9,174	-	9,174
Total		20,466	-	20,466

 

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(h)  Transactions with Related Parties

The Company reports the following related party transactions:

Key management compensation:

Key management personnel are persons responsible for planning, directing, and controlling activities of the Company, including officers and directors. Quarterly compensation paid or payable to these individuals is summarized as above.             

Trade payables and other liabilities:

As at April 30, 2024, there were no balances reported as trade payables and other liabilities due to related parties (April 30, 2023: Nil).

(i) Liquidity and Capital Resources

Liquidity:

We currently report negative cash flow from operations. This result will only change once we are generating sufficient revenue from either license fees, royalties or the sale of products utilizing our technology. In 2023 and through to the date of this report, the Company has continued to raise additional financing.

We currently have no lines of credit in place. We must continue to obtain financing from investors or from clients in support of our development projects.

We have granted to our directors, officers, and employee's options to purchase shares at prices that are at or above market price on the date of grant. At April 30, 2024, there are 9,750,000 stock options outstanding at an average exercise price of $0.06 per share.

Capital Resources:   We have no commitments for capital expenditures as of April 30, 2024.

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8. SUBSEQUENT EVENTS

`

Subsequent to April 30, 2024:

a) The Company secured a private placement with investors consisting of common shares with warrants pursuant to prospectus and registrations set forth in applicable securities law. It realized net proceeds of $37,000 USD and will issue a total of 1,258,820 common shares.       

b) The Company extended convertible debentures that were within 3 months of maturity date from April 30, 2024 for an additional six (6) months. 

c) The Company converted $80,938 USD of convertible debentures through the issuance of  6,253,290 common shares.

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APPENDIX 1

COMMENTARY ON CONVERTIBLE DEBENTURES:

This section of the report is intended to provide readers with additional information as to the nature of the reporting requirements, procedures, and impact of the convertible debt financings that the Company has completed. The objective is to facilitate the reader's understanding of this complex aspect of the Company's financial statements.

(1) Overview: convertible debenture reporting

(a) We are required under IFRS reporting standards to measure the components of our convertible debt including the debt, the derivative liability, and the equity component of the face value of the debt, as appropriate, upon execution of the loan agreement with the lender.

(b) The measurement methodology that we employ is in accordance with prescribed guidelines under IFRS and International Accounting Guidelines. This methodology is either a Black Scholes pricing model or a binomial distribution measurement model, depending on which model is more suitable in each case. That determination is based on a subjective assessment by the Company.

(c) When we secure a convertible debenture from an investor, the terms which are finalized through negotiation with the investor will vary on a case-by-case basis in terms of the following aspects:

(i) Term (typically 2 months to 12 months).

(ii) Interest rate (typically 1 to 2% per month but, in some cases, between 5% - 10% per annum; in yet  one  other case,  the interest  rate  is  2%  per annum).

(iii) Conversion price which may be fixed at initiation date or fixed after 6 months based on a formulaic calculation, denominated in Canadian dollars or U.S. Dollars, the latter being the functional currency of the Company and its subsidiaries.

(iv) The option for the Company to prepay the loan during the entire term of the loan or within an initial period of the term of the loan (typically up to 6 months).

(d) At the maturity date of the debenture, the debenture holder may agree to extend the term of the loan for an additional period of time, either on the same basic terms as already exist or on renegotiated terms.

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(2) Accounting measurements and periodic reporting of convertible debentures:

(a) To the extent that there is a derivative liability that arises in the initial measurement (1(b) above), we are required to revalue the derivative liability at each quarter end using prescribed Black Scholes or binomial methodology. Then, on a quarterly basis, we are required to report this gain or loss on the revaluation in our quarterly consolidated statements of income.

(b) To the extent that the face value of the loan - which is due at the maturity date - is greater than the amount that is assigned to the loan component of the total amount at inception of the loan (1(a) above), then this difference must be accreted over the term of the loan.  Typically, the loan term is from 2 months to 12 months.  Thus, over the term of the loan, we are required to report this accretion amount as an expense in our quarterly consolidated statements of income.

(c) To the extent that a loan is converted into common shares by the debenture holder, we will close out the loan at that point, record remaining accretion expense up to the date of conversion, remeasure the derivative liability to nil and calculate a net gain or loss on conversion of the loan.  The net gain or loss is reported in our consolidated statements of income.

(3) Impact on financial reporting:

The realities and complexities of these prescribed accounting treatments give rise to complicated disclosures in our financial statements and footnotes:

(a) We report substantial accretion expense in our periodic financial statements.

(b) Over time, barring significant volatility in the share price, we generally report a gain on the settlement of the derivative liabilities. However, the quarterly revaluations of the derivative liabilities can result in significant quarterly fluctuations. 

(c) The calculated effective interest rate on debt can be substantial. To illustrate,(for example) if the reported  fair value of the debt is a small fraction of the face value at inception and it must be accreted to face value over the term (for example 2 months) then the effective rate of interest will be as high (in these reported financials) as 5,803% or higher, representing the rate that would be required  to step up the  reported value to the face value in the short period of the term of the loan.

It is essential, when reviewing our periodic consolidated financial statements, to bear in mind the following:

a) Accretion expense is a non- cash item.

b) Gain or loss on revaluation of derivatives in a non -cash item.

c) Gain or loss on extinguishment of debentures is a non -cash item.

d) Gain or loss on conversion of debentures to common shares is a non -cash item.

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The total non-cash expense (income) relating to items (a) - (d) above reported in the quarter ended April 30, 2024 was $(1,541,222); (April 30, 2023: $3,554,208).

(4) Additional Comments:

The Company notes the following:

a) We have had to resort to convertible debentures financing as a primary means of securing financing over the past several years in order to continue our operations.

b) The actual interest expense on our convertible debentures, which is interest paid to the debenture holders, is at a coupon rate ranging between 1% and 2% per month (in one case at a rate of 2% per annum). The effective rate referenced above is an accounting measurement metric, not a payable obligation.

c) The use of convertible debentures has served to increase our outstanding number of shares over the past few years. In the six months ended April 30, 2024, the Company issued 6,428,333 common shares in settlement of $209,075 of debentures which were converted to common shares by the debenture holders (six months ended April 30, 2023: 20,811,859 shares issued to settle $1,385,724).

d) At April 30, 2024 we report a total of 520,513,178 common shares outstanding (April 30, 2023: 498,209,037 common shares).

The Company plans to deemphasize or eliminate this complex and expensive source of financing in future as it develops and grows its business and is better able to secure more conventional, lower cost financing.

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Joseph Fuda, President and Chief Executive Officer of Micromem Technologies Inc., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together the "interim filings") of Micromem Technologies Inc., (the Issuer) for the interim period ended April 30, 2024.

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility:  The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) Designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) Material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) Information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) Designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control of framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Committee of Sponsoring Organizations of the Treadway Commission or "COSO".  The Company is utilizing the guidance for smaller public companies published by COSO.

5.2 not applicable

5.3 not applicable

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on November 1, 2023 to April 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  June 12, 2024

/s/ Joseph Fuda

___________________________________________

Joseph Fuda

President and Chief Executive Officer

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Dan Amadori, Chief Financial Officer of Micromem Technologies Inc., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together the "interim filings") of Micromem Technologies Inc., (the issuer) for the interim period ended April 30, 2024.

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility:  The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) Designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) Material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) Information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) Designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control of framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Committee of Sponsoring Organizations of the Treadway Commission or "COSO".  The Company is utilizing the guidance for smaller public companies published by COSO.

5.2 not applicable

5.3 not applicable

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on November 1, 2023 to April 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  June 12, 2024

/s/ Dan Amadori

___________________________________________

Dan Amadori

Chief Financial Officer

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