Micromem Technologies Inc. Files 20-F Report

TL;DR

<b>Micromem Technologies Inc. has filed its annual 20-F report for the fiscal year ending October 31, 2023.</b>

AI Summary

MICROMEM TECHNOLOGIES INC (MMTIF) filed a Foreign Annual Report (20-F) with the SEC on February 5, 2024. Micromem Technologies Inc. filed its annual report on Form 20-F. The filing covers the fiscal year ending October 31, 2023. The company's principal business is classified under Services-Computer Programming Services (SIC 7371). Micromem Technologies Inc. is incorporated in A6 and headquartered in Toronto, Canada. The filing was submitted on February 5, 2024.

Why It Matters

For investors and stakeholders tracking MICROMEM TECHNOLOGIES INC, this filing contains several important signals. This 20-F filing provides a comprehensive overview of Micromem Technologies Inc.'s financial performance and business operations for the fiscal year 2023, crucial for investors assessing the company's standing. The filing details the company's financial structure, including equity components and debenture payables, offering insights into its capital management and debt obligations.

Risk Assessment

Risk Level: low — MICROMEM TECHNOLOGIES INC shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain immediate red flags or significant negative financial disclosures.

Analyst Insight

Investors should review the full 20-F filing for detailed financial statements, risk factors, and management discussion to understand Micromem Technologies Inc.'s current business position and future outlook.

Key Numbers

• 2023-10-31 — Fiscal Year End (Reporting period)
• 2024-02-05 — Filing Date (Date of submission)
• 7371 — SIC Code (Services-Computer Programming Services)
• 0001085921 — Central Index Key (Company identifier)

Key Players & Entities

• MICROMEM TECHNOLOGIES INC (company) — Filer name
• MMTIF (company) — Ticker symbol
• 20-F (regulator) — Form type
• 20240205 (date) — Filing date
• 20231031 (date) — Fiscal year end
• 0001085921 (company) — Central Index Key
• 7371 (industry) — Standard Industrial Classification
• 416-364-6513 (phone) — Business phone

Forward-Looking Statements

• MICROMEM TECHNOLOGIES INC will continue to report its equity components, including Issued Capital and Retained Earnings, in future 20-F filings. (MICROMEM TECHNOLOGIES INC) — high confidence, target: 2025-02-05

FAQ

Key Dates

• 2023-10-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-02-05: Filing Date — Date the 20-F report was officially submitted to the SEC.

Glossary

20-F

An annual report required for foreign private issuers with the U.S. Securities and Exchange Commission (SEC). (Provides a comprehensive overview of the company's financial performance and business operations for investors.)

SIC Code

Standard Industrial Classification code used to categorize businesses. (Helps identify the industry in which Micromem Technologies Inc. operates (Services-Computer Programming Services).)

Key Financial Figures

• $205,788 — lso report the recovery of a reserve of $205,788 for litigation costs which was recorded
• $422,982 — very of stale dated accounts payable of $422,982. Currency and Exchange Rates Our fin
• $1.3397 — s quoted by the Bank of Canada, was CDN $1.3397 = U.S. $1.00. B. Capitalization and In
• $1.00 — Bank of Canada, was CDN $1.3397 = U.S. $1.00. B. Capitalization and Indebtedness
• $31,584 — ctivity. 7 At October 31, 2023 we had $31,584 of cash on hand. Our working capital de
• $4,818,699 — hand. Our working capital deficiency is $4,818,699 at October 31, 2023. Subsequent to Octo
• $216,415 — Form 20-F, we have raised an additional $216,415 through the issuance of convertible deb
• $113,260 — issuance of convertible debentures and $113,260 through private placements of equity.

Filing Documents

• form20f.htm (20-F) — 1877KB
• exhibit12-1.htm (EX-12.1) — 7KB
• exhibit12-2.htm (EX-12.2) — 7KB
• exhibit13-1.htm (EX-13.1) — 3KB
• exhibit13-2.htm (EX-13.2) — 3KB
• exhibit15-1.htm (EX-15.1) — 3KB
• exhibit15-1xu001.jpg (GRAPHIC) — 4KB
• exhibit15-1xu002.jpg (GRAPHIC) — 2KB
• form20fxz001.jpg (GRAPHIC) — 6KB
• form20fxz002.jpg (GRAPHIC) — 4KB
• form20fxz003.jpg (GRAPHIC) — 2KB
• form20fxz004.jpg (GRAPHIC) — 2KB
• 0001062993-24-001931.txt (&nbsp;) — 8980KB
• mmtif-20231031.xsd (EX-101.SCH) — 116KB
• mmtif-20231031_cal.xml (EX-101.CAL) — 35KB
• mmtif-20231031_def.xml (EX-101.DEF) — 263KB
• mmtif-20231031_lab.xml (EX-101.LAB) — 1015KB
• mmtif-20231031_pre.xml (EX-101.PRE) — 379KB
• form20f_htm.xml (XML) — 1759KB

[ ] Item 18 [ ]

Item 17 [ ] Item 18 [ ] 2 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [X] (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange of 1934 subsequent to the distribution of securities under a plan confirmed by the court [ ] 3 TABLE OF CONTENTS Page Part I 5

Identity of Directors, Senior Management and Advisors 5

Item 1. Identity of Directors, Senior Management and Advisors 5

Offer Statistics and Expected Timetable 5

Item 2. Offer Statistics and Expected Timetable 5

Key Information 5

Item 3. Key Information 5

Information on the Company 15

Item 4. Information on the Company 15

Unresolved Staff Comments 21

Item 4A. Unresolved Staff Comments 21

Operating and Financial Review and Prospects 21

Item 5. Operating and Financial Review and Prospects 21

Directors, Senior Management and Employees 28

Item 6. Directors, Senior Management and Employees 28

Major Shareholders and Related Party Transactions 31

Item 7. Major Shareholders and Related Party Transactions 31

Financial Information 32

Item 8. Financial Information 32

The Offer and Listing 33

Item 9. The Offer and Listing 33

Additional Information 33

Item 10. Additional Information 33

Quantitative and Qualitative Disclosures about Market Risk 45

Item 11. Quantitative and Qualitative Disclosures about Market Risk 45

Description of Securities Other Than Equity Securities 45

Item 12. Description of Securities Other Than Equity Securities 45

Defaults, Dividend Arrearages and Delinquencies 45

Item 13. Defaults, Dividend Arrearages and Delinquencies 45

Material Modifications to the Rights of Security Holders and Use of Proceeds 45

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 45

Controls and Procedures 45

Item 15. Controls and Procedures 45

[Reserved] 46

Item 16. [Reserved] 46

Audit Committee Financial Expert 46

Item 16A Audit Committee Financial Expert 46

Code of Ethics 46

Item 16B Code of Ethics 46

Principal Accountant Fees and Services 46

Item 16C Principal Accountant Fees and Services 46

Exemptions from the Listing Standards for Audit Committees 47

Item 16D Exemptions from the Listing Standards for Audit Committees 47

Purchases of Equity by the Issuer and Affiliated Purchasers 47

Item 16E Purchases of Equity by the Issuer and Affiliated Purchasers 47

Changes in Registrant's Certifying Accountant 47

Item 16F Changes in Registrant's Certifying Accountant 47

Corporate Governance 47

Item 16G Corporate Governance 47

Mine Safety Disclosure 47

Item 16H Mine Safety Disclosure 47

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47

Item 16I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 47

Insider Trading Policies 47

Item 16J Insider Trading Policies 47

Cybersecurity 47

Item 16K Cybersecurity 47

Financial Statements 48

Item 17. Financial Statements 48

Financial Statements 48

Item 18 Financial Statements 48

Exhibits 48

Item 19. Exhibits 48 Signatures 49 4 PART I INTRODUCTION Abbreviations Throughout this document, Micromem Technologies Inc. and/or its affiliates are referred to as "Micromem", the "Company", "we", "us" or "our". Throughout this document, unless otherwise noted or the context otherwise indicates, references to "2023" or "Fiscal 2023" refer to the fiscal year ended October 31, 2023; references to "2022" or "Fiscal 2022" refer to the fiscal year ended October 31, 2022; references to "2021" or "Fiscal 2021" refer to the fiscal year ended October 31, 2021; references to "2020" or "Fiscal 2020" refer to the fiscal year ended October 31, 2020; references to "2019" or "Fiscal 2019" refer to the fiscal year ended October 31, 2019; references to "2018" or "Fiscal 2018" refer to the fiscal year ended October 31, 2018; and references to "2017" or "Fiscal 2017" refer to the fiscal year ended October 31, 2017. Forward Looking and Cautionary Statements This Form 20-F contains certain forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the business of our Company and the industry in which we operate, our management's beliefs, and assumptions made by our management. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks" and "estimates," variations on such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Our actual results could differ materially from those expressed or forecasted in these forward-looking statements as a result of certain factors, including those set forth under Item 3 - Key Information - Risk Factors and elsewhere in this Form 20-F. Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date here

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Selected Financial Data Fiscal 2023, 2022, 2021, 2020 and 2019 The following table sets forth our selected consolidated financial data in United States dollars as of and for each of the fiscal years ended October 31, 2023, October 31, 2022, October 31, 2021, October 31, 2020, and October 31, 2019. The selected consolidated financial data has been derived from our audited consolidated financial statements. All information contained in the following table should be read in conjunction with our audited consolidated financial statements and the notes thereto in "Item 18-Financial Statements" and "Item 5 - Operating and Financial Review and Prospects" included elsewhere in this Annual Report on Form 20-F. 5 Our consolidated financial statements for the years ended October 31, 2023, 2022, 2021, 2020 and 2019 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. Selected balance sheet information (all amounts in U.S. dollars) 2023 2022 2021 2020 2019 Working Capital (deficiency) (4,818,699 ) (4,722,878 ) (3,452,924 ) (4,202,571 ) (4,301,324 ) Property & Equipment 32,767 48,092 26,012 49,249 2,677 Total Assets 168,350 99,519 225,293 278,026 83,484 Share Capital 90,477,694 87,784,725 86,815,836 85,463,642 84,153,696 Shareholders' Deficiency (4,841,204 ) (4,748,000 ) (3,471,278 ) (4,187,342 ) (4,278,647 ) Selected statement of operations and deficit information (all amounts in U.S. dollars) 2023 2022 2021 2020 2019 Interest and other income $ - $ - $ - $ - $ - Research and development expenses (recovery) - - - (41,546 ) General and administrative and other expenses (6) 1,430,431 1,228,516 1,020,783 948,420 1,599,137 (Gain) on revaluation of derivative liabilities (1) (658,503 ) (409,607 ) (2,547,192 ) (771,920 ) (343,436 ) (Gain) Loss on conversion/repayment of debt (2) 48,363 46,449 (9,506 ) 96,484 101,919 Loss (Gain) on

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