6-K

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

FORM 6-K

Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16 ofthe Securities Exchange Act of 1934

February 2022

Commission File Number 0-26005

MICROMEM TECHNOLOGIES INC.

121 Richmond Street West, Suite 304, 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shall be deemed a part of such registration statement from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by Micromem Technologies Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.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: February 14, 2022	Name: Joseph Fuda
	Title:   Chief Executive Officer

Exhibit Index

Exhibit	Description
99.1	Consolidated Financial Statements for the year ended October 31, 2021
99.2	Management's Discussion and Analysis for the year ended October 31, 2021
99.3	Form 52-109F1 Certification of Annual Filings Full Certificate - CEO
99.4	Form 52-109F1 Certification of Annual Filings Full Certificate - CFO
99.5	Form 13-502F1 Class 1 and Class 3B Reporting Issuers - Participation Fee

Micromem Technologies Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

**Micromem Technologies Inc.**Consolidated Financial Statements

For the years ended October 31, 2021, 2020 and 2019(Expressed in United States Dollars)

**Micromem Technologies Inc.**Consolidated Financial Statements

For the years ended October 31, 2021, 2020 and 2019(Expressed in United States Dollars)

Contents

Independent Auditors' Report	1
Consolidated Financial Statements:
Consolidated Statements of Financial Position	4
Consolidated Statements of Operations and Comprehensive Loss	5
Consolidated Statements of Changes in Equity	6
Consolidated Statements of Cash Flows	7
Notes to the Consolidated Financial Statements	8 - 27

Report of Independent Registered Public Accounting Firm

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

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Micromem Technologies Inc. (the Company) as of October 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended October 31, 2021, and the related notes and schedules (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 2021 and 2020, and the results of its consolidated operations and its consolidated cash flows for each of the years in the three-year period ended October 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. This matter is also described in the "Critical Audit Matters" section of our report.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

Critical Audit Matter Description

As described in Note 2, the Company's operations are mainly funded with debt financing, which is dependent upon many external factors and maybe difficult to raise when required. The Company may not have sufficient cash to fund its operations, and therefore, will require additional funding, which if not raised, may result in the delay, postponement or curtailment of some or all its activities. Management has prepared future cash flow forecasts, which involves judgement and estimation of key variables, such as planned capital expenditures, revenue, production volumes and market conditions. Future economic conditions, including the impact of the global COVID-19 pandemic and effects of key events subsequent to the year end, such as debt financing, also impacted management's judgements and estimates. We identified the Company's ability to continue as a going concern as a critical audit matter because auditing the Company's going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness of the cash flow forecasts, planned refinancing actions and other assumptions used in the Company's going concern analysis. The Company's ability to execute the planned refinancing actions are especially judgmental given that the global financial markets and economic conditions have been, and continue to be, volatile as a result of the COVID-19 pandemic. This matter is also described in the "Material Uncertainty Related to Going Concern" section of our report.

Audit Response

We responded to this matter by performing procedures over management's assessment of the Company's ability to continue as a going concern. Our audit work in relation to this included, but was not restricted to, the following:

• We evaluated the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model.

• We evaluated the key assumptions used in the model to estimate future cash flows for a reasonable period of time, not exceeding 12 months from the date of the Statements of Financial Position, by comparing assumptions used by management against historical performance, budgets, economic and industry indicators and publicly available information.

• We evaluated the key assumptions pertaining to estimated cash flows from operating activities and expected cash flows from financing activities, comparing these to available market data, underlying agreements, private placement raises and subsequent events thereafter.

• We assessed the adequacy of the going concern and COVID-19 disclosures included in Note 2 of the consolidated financial statements and consider these to appropriately reflect the assessments that management has performed.

Valuation of Financial Instruments

Critical Audit Matter Description

As described in Note 11 to the consolidated financial statements, for the year ended October 31, 2021, the Company has various convertible debentures some of which result in the recognition of derivative liabilities. Management measured the fair value of the embedded derivative liability using the valuation techniques that require management to make several assumptions related to the inputs into those models. Auditing management's valuations of the derivative liability was challenging due to the complexity of accounting for the instruments, the related valuation models and the inputs into those models, which are highly sensitive to changes, such as volatility, risk free rates, conversion price and discount rate.

Audit Response

We responded to this matter by performing procedures over valuation of debt instruments. Our audit work in relation to this included, but was not restricted to:

• Obtaining and reviewing management's analysis of the financial instruments including the assessment of the accounting for the financial instruments and the valuation methodology

• Obtained signed copies of all agreements, including renewals, conversions and any new issuances and confirmed the balances and terms for a sample of the financial instruments

• Obtained support for cash receipts related to a sample of newly issued financial instruments and cash disbursements related to a sample of repayments, and, for a sample of conversions, obtained support such as conversion notices and share issuances as confirmed with the transfer agent.

• We involved professionals with specialized skill and knowledge to assist in developing an independent implied interest rate range for a similar liability without a convertible feature and assessment of the prepayment option embedded in the loans.

• We tested the mathematical accuracy of the valuation model and agreed certain inputs including volatility, risk free rates, conversion rates and discount rate to underlying source information.

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 14, 2022

We have served as the Company's auditor since 2017

Micromem Technologies Inc.
Consolidated Statements of Financial Position
As at October 31, 2021 and 2020
(Expressed in United States dollars)
	Notes		2021			2020
---	---	---	---	---	---	---	---
Assets
Current
Cash	20	$	171,397		$	191,479
Prepaid expenses and other receivables			24,007			25,421
Total current assets			195,404			216,900
Property and equipment	7		26,012			49,249
Patents	8		3,877			11,877
Total assets		$	225,293		$	278,026
Liabilities
Current
Trade payables and other liabilities	20(c)	$	384,057		$	767,949
Current lease liability	9		24,788			36,442
Convertible debentures	11,20		2,452,402			3,081,518
Derivative liabilities	11,20		787,081			533,562
Total current liabilities			3,648,328			4,419,471
Long-term lease liability	9		-			15,628
Long-term loan	10		48,243			30,269
Total liabilities			3,696,571			4,465,368
Shareholders' Deficiency
Share capital	12		86,815,836			85,463,642
Contributed surplus			28,197,382			27,810,586
Equity component of convertible debentures	11		14,004			23,952
Accumulated deficit			(118,498,500	)		(117,485,522	)
Total shareholders' deficiency			(3,471,278	)		(4,187,342	)
Total liabilities and shareholders' deficiency		$	225,293		$	278,026
Going concern	2
Contingencies	19
Subsequent events	23
The accompanying notes are an integral part of these consolidated financial statements.
---	---
Approved on behalf of the Board of Directors:
"Joseph Fuda"	"Alex Dey"
Director	Director
Micromem Technologies Inc.
---
Consolidated Statements of Operations and Comprehensive Loss
For the years ended October 31, 2021, 2020 and 2019
(Expressed in United States dollars)
	Notes		2021			2020			2019
---	---	---	---	---	---	---	---	---	---	---
Operating expenses
General and administrative	16(a)	$	155,504		$	154,007		$	197,208
Professional, other fees and salaries	16(b)		424,485			462,124			441,981
Recovery of reserve for litigation costs	18(b)		-			(205,788	)		-
Statute barred payables	18(b)		(422,982	)		-			-
Stock-based compensation	13		360,044			-			-
Development costs (recovery)			-			-			(41,546	)
Travel and entertainment			24,903			23,903			52,568
Amortization of property and equipment	7		28,033			27,735			3,175
Amortization of patents	8		8,000			8,123			152,962
Impairment of patents	8		-			-			223,143
Foreign exchange loss (gain)	20(a)		222,553			1,447			(40,548	)
Total operating expenses			800,540			471,551			988,943
Other expenses
Accretion expense	11		1,169,921			1,099,818			1,517,436
Convertible debt interest expense	11		495,809			441,369			496,172
Financing costs	11		84,478			35,500			72,476
Gain on revaluation of derivative liabilities	11		(2,547,192	)		(771,920	)		(343,436	)
(Gain) loss on conversion of convertible debentures	11		(9,506	)		96,484			101,919
Loss (gain) on extinguishment of convertible debentures	11		1,018,928			(127,409	)		(646	)
Total other expenses			212,438			773,842			1,843,921
Net loss before income tax provision			(1,012,978	)		(1,245,393	)		(2,832,864	)
Income tax provision	15		-			-			-
Total comprehensive loss		$	(1,012,978	)	$	(1,245,393	)	$	(2,832,864	)
Weighted average number of outstanding shares, basic and diluted	14		422,613,046			377,380,476			288,398,051
Basic and diluted loss per share	14	$	-		$	-		$	(0.01	)

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

Micromem Technologies Inc.
Consolidated Statements of Changes in Equity
For the years ended October 31, 2021, 2020 and 2019
(Expressed in United States dollars)
	Notes	Number ofshares		Share capital		Contributedsurplus		Equitycomponent ofconvertibledebentures			Accumulateddeficit			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Balance at November 1, 2018		259,602,699	$	82,282,903	$	27,630,909	$	70,283		$	(113,407,265	)	$	(3,423,170	)
Private placements of shares for cash	12	4,961,059		212,968		-		-			-			212,968
Financing costs converted into common shares	11(b)	350,000		21,000		-		-			-			21,000
Convertible debentures converted into common shares	11	82,038,963		1,636,825		-		-			-			1,636,825
Expiry of convertible debenture conversion option	11	-		-		126,730		(126,730	)		-			-
Renewal of convertible debentures	11	-		-		-		106,594			-			106,594
Net loss		-		-		-		-			(2,832,864	)		(2,832,864	)
Balance at October 31, 2019		346,952,721	$	84,153,696	$	27,757,639	$	50,147		$	(116,240,129	)	$	(4,278,647	)
Private placements of shares for cash	12	10,996,994		425,789		-		-			-			425,789
Convertible debentures converted into common shares	11	44,237,644		859,331		-		-			-			859,331
Expiry of convertible debenture conversion option	11	-		-		52,947		(52,947	)		-			-
Renewal of convertible debentures	11	-		-		-		26,752			-			26,752
Shares issued on settlement of accounts payable		365,094		24,826		-		-			-			24,826
Net loss		-		-		-		-			(1,245,393	)		(1,245,393	)
Balance at October 31, 2020		402,552,453	$	85,463,642	$	27,810,586	$	23,952		$	(117,485,522	)	$	(4,187,342	)
Private placements of shares for cash	12	17,573,429		840,564		-		-			-			840,564
Stock-based compensation	13	-		-		360,044		-			-			360,044
Convertible debentures converted into common shares	11	15,611,852		511,630		-		-			-			511,630
Expiry of convertible debenture conversion option	11	-		-		26,752		(26,752	)		-			-
Renewal of convertible debentures	11	-		-		-		16,804			-			16,804
Net loss		-		-		-		-			(1,012,978	)		(1,012,978	)
Balance at October 31, 2021		435,737,734	$	86,815,836	$	28,197,382	$	14,004		$	(118,498,500	)	$	(3,471,278	)

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

Micromem Technologies Inc.
Consolidated Statements of Cash Flows
For the years ended October 31, 2021, 2020 and 2019
(Expressed in United States dollars)
	Notes		2021			2020			2019
---	---	---	---	---	---	---	---	---	---	---
Operating activities
Net loss		$	(1,012,978	)	$	(1,245,393	)	$	(2,832,864	)
Items not affecting cash:
Amortization of property and equipment	7		28,033			27,735			3,175
Amortization of patents	8		8,000			8,123			152,962
Impairment of patents	8		-			-			223,143
Accretion expense	11,17		1,169,921			1,099,818			1,517,436
Accrued interest on convertible debentures	11,17		408,543			285,679			164,243
Convertible debenture interest converted	11,17		196,964			21,160			63,409
Loss on conversion of convertible debentures	11		(9,506	)		96,484			101,919
Gain on revaluation of derivative liabilities	11,17		(2,547,192	)		(771,920	)		(343,436	)
Loss (gain) on extinguishment of convertible debentures	11,17		1,018,928			(127,409	)		(646	)
Shares issued for financing costs	11,17		-			7,500			21,000
Stock-based compensation	13		360,044			-			-
Statute barred payables	18(b)		(422,982	)		-			-
Loss on disposal of property and equipment	7		475			-			5,000
Foreign exchange (gain) loss	20		421,462			78,004			(136,606	)
			(380,288	)		(520,219	)		(1,061,265	)
Net changes in non-cash working capital:
Decrease in development costs receivable			-			-			81,841
Decrease (increase) in prepaid expenses and other receivables			1,414			(10,670	)		1,980
Decrease in trade payables and other liabilities			(383,892	)		(229,683	)		(4,993	)
Cash flows used in operating activities			(762,766	)		(760,572	)		(982,437	)
Investing activity
Purchase of property and equipment	7		(5,271	)		-			-
Cash flows used in investing activity			(5,271	)		-			-
Financing activities
Repayment of lease liability	9		(27,282	)		(11,423	)		-
Proceeds from long-term debt	10		17,974			30,269			-
Private placements of shares for cash	12		840,564			425,789			212,968
Proceeds from issuance of convertible debentures	11, 17		510,000			612,279			780,891
Repayments of convertible debentures	11, 17		(593,301	)		(150,920	)		(172,198	)
Cash flows provided by financing activities			747,955			905,995			821,661
Net change in cash			(20,082	)		145,423			(160,776	)
Cash - beginning of year			191,479			46,056			206,832
Cash - end of year		$	171,397		$	191,479		$	46,056
Supplemental cash flow information
Interest paid (classified in operating activities)	9,11	$	87,266		$	155,690		$	353,214
Interest paid on non-convertible debt		$	11,785		$	8,081		$	-
Interest paid on lease liability	9	$	9,160		$	14,081		$	-
Carrying amount of convertible debentures converted into<br> common shares	11, 17	$	521,136		$	762,847		$	1,636,825
Shares issued on settlement of accounts payable		$	-		$	24,826		$	-

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

Micromem Technologies Inc. Notes to Consolidated Financial Statements For the years ended October 31, 2021, 2020 and 2019 (Expressed in United States dollars, unless otherwise noted)

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 304, 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 October 31, 2021 and is devoting substantially all its efforts to securing commercial revenue opportunities.

2. Going concern

These 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 significant 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 year ended October 31, 2021, the Company reported a net loss and comprehensive loss of $1,012,978 (2020 - $1,245,393, 2019 - $2,832,864) and negative cash flow from operations of $762,766 (2020 - $760,572, 2019 - $982,437). The Company's working capital deficiency as at October 31, 2021 was $3,452,924 (2020 - $4,202,571).

The Company's 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 2022; however, the ability of the Company to continue as a going concern is dependent upon its ability to secure additional financing and/or profitably commercialize its technology. These 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.

The COVID-19 pandemic creates additional risk for the Company if there is a prolonged industry slowdown in those sectors where the Company currently operates including the oil and gas sectors in particular. To date, the impact of the pandemic has resulted in the layoff of Company staff as of March 27, 2020. The Company has encountered significant delays in the commercial plans for its technology with its primary target customers. As of October 31, 2021, the Company has secured a government backed loan of $60,000 CDN ($48,243 USD) (2020 - $40,000 CDN, $30,269 USD) which matures in December 2025 (Note 10) and received government wage subsidies of $167,388 CDN ($133,699 USD) (2020 - $nil) (Note 16(b)(i)). The Company has also received rent subsidies of $38,440 CDN ($30,613 USD) (2020 - $nil) (Note 16(a)(i)).

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

3. Basis of presentation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC"). The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

These consolidated financial statements were authorized for issuance and release by the Company's Board of Directors on February 14, 2022.

(a) Basis of consolidation

These 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 applies the acquisition method to account for business combinations. Acquisition-related costs are expensed as incurred.

The Company's wholly-owned subsidiaries include:

(i) Micromem Applied Sensors Technology Inc. ("MAST") which was incorporated in November 2007 and is domiciled in Delaware, United States. MAST has previously had the primary responsibility for the exploitation of the Company's technologies in conjunction with various strategic partners and customers.

(ii) 7070179 Canada Inc. which was incorporated in October 2008 under the Canada Business Corporations Act in Ontario, Canada. The Company has assigned to this entity its rights, title and interests in certain patents, which it previously held, directly, in exchange for common shares of this entity.

(iii)	Inactive subsidiaries	Domiciled in
	Memtech International Inc.	Bahamas
	Memtech International (USA) Inc., Pageant Technologies (USA) Inc.	United States
	Pageant Technologies Inc., Micromem Holdings (Barbados) Inc.	Barbados

(b) Basis of measurement

These 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 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 consolidated financial statements in conformity with IFRSs 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 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.

3. Basis of presentation (continued)

(d) Use of estimates and judgments (continued)

(i) Fair value of options and conversion features

The Company makes estimates and utilizes assumptions in determining the fair value for stock options and derivative liabilities 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, expected 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 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.

4. Summary of significant accounting policies

The principal accounting policies applied to the preparation of these consolidated financial statements are set out below:

(a) Foreign currency translation

These consolidated financial statements are presented in USD, which is the functional currency of the Company and all of its subsidiaries. At each reporting date, foreign currency denominated monetary assets and liabilities are translated at year-end exchange rates. Nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Income and expenses, and cash flows of foreign operations, are translated into USD using annual average exchange rates. Exchange differences arising from operating transactions are recorded in operating profit or loss for the period; exchange differences related to financing transactions are recognized in finance income or directly in equity.

4. Summary of significant accounting policies (continued)

(b) Financial instruments

The Company aggregates similar financial instruments into classes based on their nature and characteristics. All financial assets except those classified as fair value through profit or loss are reviewed at each reporting date to determine whether there is any indication of impairment. Financial assets are considered to be impaired when there is objective evidence that the estimated future cash flows of the investment have been affected as a result of one or more events that occurred after the initial recognition.

The Company's accounting policy for each class of financial instruments is as follows:

(i) Fair value through profit or loss

Financial instruments classified as fair value through profit or loss are reported at fair value at each reporting date, and any change in fair value is recognized in net income in the period during which the change occurs. In these consolidated financial statements, cash and derivative liabilities have been classified as fair value through profit or loss.

(ii) Loans and receivables and other financial liabilities

Financial instruments classified as loans and receivables and other financial liabilities are carried at amortized cost using the effective interest method. Transaction costs are included in the amount initially recognized. In these consolidated financial statements, trade payables and other liabilities and convertible debentures have been classified as other financial liabilities.

(c) Convertible debentures and derivative liabilities

The Company issues convertible debentures used as bridge loans, which can be converted into common shares at the option of the holder, into a fixed number of shares for a fixed amount of consideration, or into a fixed number of shares for a variable amount of consideration, or into a variable number of shares.

(i) Initial recognition

Upon initial recognition, the Company determines whether the convertible debentures consist of liability and equity components, or if both components represent liabilities.

For convertible debentures which provide conversion into a fixed number of shares, the liability component is recognized initially at the fair value of a similar, non-convertible liability. The equity component is recognized as the difference between the fair value of the instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

For convertible debentures which provide conversion into a variable number of shares or into a fixed number of shares for a variable amount of consideration, the conversion option is accounted for as an embedded derivative, which is separated from the host contract. Upon initial recognition, the derivative liability is valued at fair value using a Black Scholes or a binomial pricing model. The carrying amount of the convertible debenture is recognized as the difference between the fair value of the instrument as a whole and the fair value of the derivative liability. Any directly attributable transaction costs allocated to the derivative liability are expensed in the period.

4. Summary of significant accounting policies (continued)

(c) Convertible debentures and derivative liabilities (continued)

(ii) Modifications and extinguishments

To the extent there are changes to the terms of outstanding convertible debentures, these changes may be recorded as a modification or an extinguishment. A substantial change in the terms of an existing financial liability is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The terms are substantially different if the discounted present value of the cash flows under the new terms is at least 10% different from the discounted present value of the remaining cash flows of the original financial liability. For a modification that does not result in derecognition, a gain or loss will be recognised in profit or loss for the difference between the original contractual cash flows and the modified cash flows discounted at the original effective interest rate.

(d) Property and equipment

Property and equipment are recorded at cost and are amortized over their estimated useful lives at the following annual rates and methods:

	Method	Rate
Computers	Declining balance	30%
Furniture and equipment	Declining balance	30%
Right-of-use asset	Straight-line	over remaining 8 month lease term

(e) Impairment of long-lived assets

The Company follows the guidelines prescribed in IAS 36 with respect to the measurement for impairment of assets. The carrying amounts of property and equipment and patents are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written down to their recoverable amount.

The recoverable amount of long-lived assets is the greater of fair value less costs to sell and value in use. Impairment losses are recognized in the consolidated statements of loss and comprehensive loss.

(f) Development costs

Research costs are expensed in the period incurred. Development costs are expensed as incurred unless they meet the criteria for capitalization. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the asset so that it will be available for use or sale, (ii) its intention to complete the asset and use or sell it, (iii) its ability to use or sell the asset, (iv) how the asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset, and (vi) its ability to measure reliably the expenditure attributable to the asset during its development; otherwise, these costs are expensed as incurred. Costs to be recovered from development partners are recorded to development costs receivable. Payments received from development partners on projects are recorded to income as a recovery of costs incurred and reduce the outstanding receivable. There were no development costs incurred or recovery of such costs in 2021 or in 2020. Recovery of historic development costs in 2019 amounted to $41,546.

4. Summary of significant accounting policies (continued)

(g) Patents

Patents are recorded at cost and are amortized on a straight line basis over their estimated useful lives of 5 years.

(h) Leases

At the inception of a contract, the Company assesses whether a contract is, or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use assets are adjusted for impairment losses, if any. The estimated useful lives and recoverable amounts of right-of-use assets are determined on the same basis as those of property and equipment. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate currently set at 24%. The lease liability is subsequently measured at amortized cost using the effective interest method. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases (lease term of 12 months or less) and leases for which the underlying asset is of low value as there are none. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(i) Stock-based compensation and other stock-based payments

Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized in net income over the vesting period. Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the stock-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The cost recognized for all equity-settled stock-based payments are reflected in contributed surplus, until the instruments are exercised. Upon exercise, shares are issued from treasury and the amount previously reflected in contributed surplus along with any proceeds paid upon exercise, are credited to share capital.

(j) Government grants

The Company recognises government grants when there is reasonable assurance of compliance with grant conditions and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods when the related expenses are incurred and are presented in the consolidated financial statements as a reduction of these expenses. A government grant that becomes receivable as compensation for expenses already incurred is recognised in profit or loss of the period in which it becomes receivable.

4. Summary of significant accounting policies (continued)

(k) Income taxes

The Company accounts for its income taxes using the deferred tax assets and liabilities method. Deferred income tax assets and liabilities are determined based on the difference between the carrying amount and the tax basis of the assets and liabilities. Any change in the net amount of deferred income tax assets and liabilities is included in profit or loss or equity. Deferred income tax assets and liabilities are determined based on enacted or substantively enacted tax rates and laws which are expected to apply to taxable profit for the years in which the assets and liabilities will be recovered or settled. Deferred income tax assets are recognized when it is probable they will be realized. Deferred tax assets and liabilities are not discounted.

(l) Provisions

Provision for risks and expenses are recognized for probable outflows of resources that can be estimated and that result from present obligations resulting from past events. In the case where a potential obligation resulting from past events exists, but where occurrence of the outflow of resources is not probable or the estimate is not reliable, these contingencies are disclosed. Provisions, if any, are measured based on management's best estimates of outcomes on the basis of facts known at the reporting date.

(m) Share capital

Share capital is presented at the fair value of the shares issued. Costs related to the issuance of shares are reported in equity, net of tax, as a deduction from the issuance proceeds.

(n) Earnings or loss per share

The Company presents basic and diluted earnings per share data for its common shares. Basic earnings per share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding, for the effects of all potentially dilutive common shares, which comprise stock options and convertible debentures.

5. Adoption of new accounting pronouncements

(a) IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

IAS 1 and IAS 8 were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2020, with earlier adoption permitted. The Company has adopted this interpretation as of its effective date and assessed no significant impact as a result of the adoption of these amendments.

6. New and revised standards and interpretations issued but not yet effective

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2021. These pronouncements are not applicable or do not have a significant impact to the Company and have been excluded.

7. Property and equipment

		November 1,		Additions /		October 31,		Additions /		Writeoffs			October 31,
		2019		Disposals		2020		Disposals		****			2021
Cost
Computers	$	32,040	$	-	$	32,040	$	5,271	$	(18,741	)	$	18,570
Right-of-use assets		74,307		-		74,307		-		-			74,307
	$	106,347	$	-	$	106,347	$	5,271	$	(18,741	)	$	92,877
Accumulated amortization
Computers	$	29,363	$	714	$	30,077	$	1,013	$	(18,266	)	$	12,824
Right-of-use assets		-		27,021		27,021		27,020		-			54,041
	$	29,363	$	27,735	$	57,098	$	28,033	$	(18,266	)	$	66,865
Net book value	$	76,984			$	49,249						$	26,012

8. Patents

		November 1,		****		October 31,		****		****		October 31,
		2019		Additions		2020		Additions		Writeoffs		2021
Cost	$	681,288	$	-	$	681,288	$	-	$	-	$	681,288
Accumulated amortization		661,288		8,123		669,411		8,000		-		677,411
Net book value	$	20,000			$	11,877					$	3,877

The Company holds several patents in the United States for its Multimodal Fluid Condition Sensor Platform. In prior years, the Company had negotiated with a major automotive company and a Tier 1 manufacturer for the development and commercial exploitation of this patented technology. In 2019, the Company discontinued provisional patent applications in international jurisdictions and determined that the patents were impaired as its carrying amount was higher than its recoverable amount. The value in use, measured as the present value of the future cash flows expected to be derived from this asset class, had been estimated at a minimum of $20,000 at October 31, 2019. Accordingly, the Company recorded an impairment reserve of $223,143 in fiscal year 2019. The Company maintains that there remains significant potential value in its existing patents in terms of potential licensing agreements and royalty fees once it begins to exploit this asset class in the future.

9. Leases

(a) Maturity analysis of lease obligations

The following represents a maturity analysis of the Company's undiscounted contractual lease obligations as at October 31, 2021.

		CDN
Less than one year	$	32,040

(b) Supplemental disclosure

For the year ended October 31, 2021, the Company recognized $9,160 of interest expense on lease obligations in the consolidated statements of operations and comprehensive loss. The Company further recognized total cash outflow of $36,442 relating to leases.

10. Long-term loan

As at October 31, 2021, the Company has obtained a $60,000 CDN ($48,243 USD) (2020 - $40,000 CDN ($30,269 USD)) interest-free loan from the Government of Canada under the Canada Emergency Business Account ("CEBA") program to cover its operating costs. The term loan matures on December 31, 2025. Repaying the balance of the loan on or before December 31, 2022 will result in a loan forgiveness of $20,000 CDN ($15,963 USD). Effective January 1, 2023, any outstanding balance on the term loan shall bear interest at a rate of 5% per annum. As the Company does not yet know whether they will be able to meet the terms of forgiveness, no amount has been recognized to income.

11. Convertible debentures

The Company issues three types of convertible debentures: USD denominated convertible debentures with an equity component, Canadian dollar ("CDN") 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.

		Convertible debentures				Derivative liabilities				Equity component of <br>convertible debentures
		2021	****	2020	****	2021	****	2020	****	2021	****	2020
(a)	$	2,248,108	$	2,881,719	$	557,322	$	197,270	$	14,004	$	23,952
(b)		204,294		199,799		229,759		336,292		-		-
	$	2,452,402	$	3,081,518	$	787,081	$	533,562	$	14,004	$	23,952

(a) USD denominated debentures with equity components and CDN denominated debentures with embedded derivatives

(b) USD denominated debentures with embedded derivatives

All loan principal amounts are expressed in original currency and all remaining dollar amounts expressed in USD. Convertible debentures outstanding as at October 31:

						CDN
		(equity component)				CDN (embedded derivative)
		2021		2020		2021		2020
Loan principal
Opening balance	$	1,096,200	$	931,000	$	2,129,705	$	2,271,017
Issuance during the year		146,682		185,200		-		17,052
Repayment or conversion		(205,100		(20,000		(140,518		(158,364
Outstanding at year-end	$	1,037,782	$	1,096,200	$	1,989,187	$	2,129,705
Terms of loan
Annual interest rate		12% - 24%		12% - 24%		12% - 24%		12% - 24%
Effective annual interest rate		24%		24%		13% - 28735624%		12% - 1270%
Conversion price to common shares	$	0.03 - 0.07	$	0.03 - 0.07	$	0.05 - 0.08	$	0.05 - 0.14
Remaining life (in months)		0 - 6		1 - 9		0 - 6		0 - 6
Consolidated Statement of Financial Position
Carrying value of loan principal	$	1,036,124	$	1,083,375	$	609,924	$	1,403,787
Interest payable		332,605		151,387		269,455		243,170
Convertible debentures	$	1,368,729	$	1,234,762	$	879,379	$	1,646,957
Derivative liabilities	$	-	$	-	$	557,323	$	197,270
Equity component of convertible debentures	$	14,004	$	23,952	$	-	$	-

All values are in US Dollars.

11. Convertible debentures (continued)

(a) USD denominated debentures with equity components and CDN denominated debentures with embedded derivatives

Consolidated Statement of Operations and Comprehensive Loss

					CDN
		(equity component)			CDN (embedded derivative)
		2021	2020		2021			2020
Accretion expense	$	28,001	37,934	$	1,003,613		$	723,641
Interest expense	$	236,519	194,091	$	226,520		$	215,923
Gain on revaluation of derivative liabilities	$	-	-	$	(2,718,409	)	$	(590,625	)
Gain on conversion of convertible debentures	$	-	-	$	(47,356	)	$	-
Loss (gain) on extinguishment of convertible debentures	$	-	-	$	1,360,536		$	(10,919	)
Consolidated Statement of Changes in Equity
Amount of principal converted to common shares	$	-	20,000	$	100,000		$	35,000
Amount of interest converted to common shares	$	30,200	447	$	160,064		$	1,168
Number of common shares issued on conversion of convertible debentures		1,118,519	511,175		7,744,774			731,440
Consolidated Statement of Cash Flows
Amount of principal repaid in cash	$	205,100	-	$	31,492		$	93,721
Amount of interest repaid in cash	$	25,101	60,918	$	36,052		$	93,005

All values are in US Dollars.

(b) USD denominated debentures with embedded derivatives

During the year ended October 31, 2021, the Company has incurred $84,478 (2020 - $35,500; 2019 - $72,476) in financing costs which primarily consist of early repayment premiums and administrative fees relating to the convertible debentures, of which $nil (2020 - $7,500; 2019 - $21,000) was converted into common shares.

Convertible debentures outstanding as at October 31, 2021:

		(i)					(ii)
		(embedded derivative)					(embedded derivative)
		2021		2020			2021		2020
Loan principal
Opening balance	$	226,000	$	304,000		$	288,770	$	121,000
Issuance (settlement) during the year		617,200		449,000			(15,000		273,770
Conversion		(284,000		(447,000	)		-		(106,000	)
Repayment		(261,600		(80,000	)		(102,770		-
Outstanding at year-end	$	297,600	$	226,000		$	171,000	$	288,770
Terms of loan
Annual interest rate		4%		4%			2% - 10%		2% - 10%
Effective annual interest rate		5255% - 5525%		4070% - 5278%			0% - 24%		2573% - 20559%
Conversion price to common shares		(i)		^(i)^			(ii)		^(ii)^
Remaining life (in months)		5 - 10		9 - 12			0		0 - 5
Consolidated Statement of Financial Position
Carrying value of loan principal	$	1,166	$	56		$	171,000	$	165,564
Interest payable		15,445		14,515			16,683		19,664
Convertible debentures	$	16,611	$	14,571		$	187,683	$	185,228
Derivative liabilities	$	170,456	$	153,804		$	59,303	$	182,489

All values are in US Dollars.

11. Convertible debentures (continued)

(b) USD denominated debentures with embedded derivatives (continued)

Consolidated Statement of Operations and Comprehensive Loss

		(i)					(ii)
		(embedded derivative)					(embedded derivative)
		2021		2020			2021		2020
Accretion expense	$	15,102	$	136,533		$	123,206	$	201,711
Interest expense	$	21,659	$	11,390		$	11,110	$	19,965
Loss (gain) on revaluation of derivative liabilities	$	25,821	$	(73,082	)	$	145,396	$	(106,213	)
Loss on conversion of convertible debentures	$	37,851	$	54,436		$	-	$	42,048
Gain on extinguishment of convertible debentures	$	(73,026	$	(116,490	)	$	(268,582	$	-
Consolidated Statement of Changes in Equity
Amount of principal converted to common shares	$	284,000	$	447,000		$	-	$	106,000
Amount of interest converted to common shares	$	6,700	$	6,060		$	-	$	20,986
Number of common shares issued on conversion of convertible debentures		6,748,559		29,409,479			-		13,585,550
Consolidated Statement of Cash Flows
Amount of principal repaid in cash	$	261,600	$	80,000		$	102,770	$	-
Amount of interest repaid in cash	$	14,030	$	1,767		$	12,083	$	-

All values are in US Dollars.

(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.

(c) Fair value of derivative liabilities outstanding

The fair value of the derivative liabilities is determined in accordance with the Black-Scholes or binomial option-pricing models, depending on the circumstances. The underlying assumptions are as follows:

	2021	2020
Share price	$0.05	$0.02
Exercise price	$0.03 - $0.07	$0.01 - $0.11
Volatility factor (based on historical volatility)	32% - 133%	100% - 187%
Risk free interest rate	0.17% - 0.55%	0.10% - 0.19%
Expected life of conversion features (in months)	0 - 10	0 - 12
Expected dividend yield	0%	0%
CDN to USD exchange rate (as applicable)	0.8041	0.7567
Call value	$0.01 - $0.04	$0.00 - $0.02

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

12. 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

(i) In 2021, the Company completed 37 private placements with investors consisting of common shares with no warrants, pursuant to prospectus and registration exemptions set forth in applicable securities law. The Company received net proceeds of $840,564 and issued a total of 17,573,429 common shares.

(ii) In 2020, the Company completed three private placements with investors consisting of common shares with no warrants, pursuant to prospectus and registration exemptions set forth in applicable securities law. The Company received net proceeds of $425,789 and issued a total of 10,996,994 common shares.

(iii) In 2019, the Company completed four private placements with investors consisting of common shares with no warrants, pursuant to prospectus and registration exemptions set forth in applicable securities law. The Company received net proceeds of $212,968 and issued a total of 4,961,059 common shares.

13. Stock options

(a) Stock option plan

Until September 8, 2020, under the Company's fixed stock option plan (the "Plan"), the Company could grant up to 18,840,000 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.

The Company held its Annual General Meeting of Shareholders on September 8, 2020. The authorized limit for stock options in the Company's plan was increased from 18.84 million options to 27.5 million options at the meeting.

13. Stock options (continued)

(b) Summary of changes

	Number of <br>options			Weighted <br>average <br>exercise <br>price
Outstanding at November 1, 2019	5,730,000		$	0.25
Cancelled	(2,040,000	)		0.25
Expired	(1,490,000	)		0.46
Outstanding at October 31, 2020	2,200,000		$	0.10
Granted	9,500,000			0.06
Outstanding at October 31, 2021	11,700,000		$	0.06

There were 5,000,000 options issued to directors and officers during the year ended October 31, 2021 (2020 - nil; 2019 - nil) and 4,500,000 options issued to employees (2020 - nil; 2019 - nil). These options vested upon issuance.

(c) Stock options outstanding at October 31, 2021

Date of issue	Expiry date	Number of options		Exercise price	Remaining contractual life (years)
June 29, 2018	June 29, 2023	2,200,000	$	0.10	1.7
November 13, 2020	November 13, 2025	6,500,000		0.05	4.0
October 8, 2021	October 8, 2026	1,000,000		0.07	4.9
October 8, 2021	October 8, 2022	1,000,000		0.07	0.9
October 8, 2021	April 8, 2022	1,000,000		0.07	0.4
Outstanding and exercisable at October 31, 2021		11,700,000	$	0.06	3.1

(d) Fair value of options issued during the period

The fair value of the stock options is determined in accordance with the Black-Scholes option-pricing model. The underlying assumptions are as follows:

	2021
Share price at grant date (per share)	$0.05
Exercise price	$0.05 - $0.07
Volatility factor (based on historical volatility)	148% - 180%
Risk free interest rate	0.75%
Expected life of options (in years)	5
Expected dividend yield	0%
Forfeiture rate	0%
Weighted average Black-Scholes value at grant date	$0.05 - $0.06

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

The weighted average exercise price on the dates of issuance was $0.05 (2020 - $nil; 2019 - $nil).

14. Loss per share

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

Numerator		2021			2020			2019
Loss attributable to common shareholders	$	(1,012,978	)	$	(1,245,393	)	$	(2,832,864	)
Loss used in computation of basic and diluted loss per share	$	(1,012,978	)	$	(1,245,393	)	$	(2,832,864	)
Denominator
Weighted average number of common shares for computation of basic and diluted loss per share		422,613,046			377,380,476			288,398,051

For the years ended October 31, 2021, 2020, and 2019, all stock options and conversion features were anti-dilutive and, therefore, are excluded from the calculation of diluted loss per share.

15. Income taxes

(a) The Company has non-capital losses of approximately $33.6 million available to reduce future taxable income, the benefit of which has not been recognized in these consolidated financial statements. At October 31, 2021, the tax losses expire as follows:

		Canada		Other foreign		Total
2026	$	1,939,567	$	-	$	1,939,567
2027		1,631,024		-		1,631,024
2028		-		-		-
2029		1,671,583		143,221		1,814,804
2030		2,255,401		1,880,897		4,136,298
2031		1,358,809		18,526		1,377,335
2032		1,505,914		325,793		1,831,707
2033		1,825,316		157,463		1,982,779
2034		2,640,613		679,089		3,319,702
2035		2,984,122		570,901		3,555,023
2036		3,502,035		441,019		3,943,054
2037		2,803,481		232,719		3,036,200
2038		1,895,257		317		1,895,574
2039		1,695,389		-		1,695,389
2040		531,199		-		531,199
2041		989,523		-		989,523
	$	29,229,232	$	4,449,945	$	33,679,177

(b) In addition, the Company has available capital loss carry forwards of approximately $1.3 million to reduce future taxable capital gains, the benefit of which has not been recognized in these consolidated financial statements. Capital losses carry forward indefinitely.

15. Income taxes (continued)

(c) 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. Significant components of the Company's deferred tax assets and liabilities are as follows:

		2021			2020			2019
Non-capital losses and other	$	8,924,982		$	8,232,346		$	8,073,286
Capital losses		178,808			166,316			175,090
Property, equipment, patents and deferred costs		1,794,285			1,666,788			1,668,632
	$	10,898,075		$	10,065,450		$	9,917,008
Deferred tax asset not recognized		(10,898,075	)		(10,065,450	)		(9,917,008	)
	$	-		$	-		$	-

As at October 31, 2021 and 2020, the Company assessed that it is not probable that sufficient taxable profit will be available to use deferred income tax assets based on operating losses in prior years; therefore, there are no balances carried in the consolidated statements of financial position for such assets.

(d) The reconciliation of income tax attributed to continuing operations computed at the statutory tax rates to income tax expense is as follows:

		2021			2020			2019
Loss before income taxes	$	(1,012,978	)	$	(1,245,393	)	$	(2,832,864	)
Statutory tax rate		26.50%			26.50%			26.50%
Expected income tax recovery	$	(268,439	)	$	(330,029	)	$	(750,709	)
Non-deductible expenses and other items		80,462			143,550			270,610
Effect of exchange rate on deferred tax assets carried forward and other		(644,649	)		38,037			4,269
Change in deferred tax assets not recognized		832,626			148,442			475,830
	$	-		$	-		$	-

16. Operating expenses

(a) General and administrative

The components of general and administrative expenses are as follows:

		2021		2020		2019
General and administrative	$	86,186	$	49,702	$	56,720
Rent and occupancy		15,536		37,153		64,647
Office insurance		753		2,024		26,812
Investor relations, listing and filing fees		53,029		49,537		49,029
Loss on settlement of accounts payable		-		15,591		-
	$	155,504	$	154,007	$	197,208

16. Operating expenses (continued)

(a) General and administrative (continued)

(i) Rent subsidy

The Government of Canada announced the Canada Emergency Rent Subsidy (CERS) to support eligible businesses by covering part of their commercial rent or property expenses. For the year ended October 31, 2021, the Company recognized $38,440 CDN ($30,613 USD) of rent subsidy under this program, which has been recorded as a reduction of rent and occupancy expenses in the consolidated statements of operations and comprehensive loss. This program ran from September 27, 2020 to October 23, 2021.

(b) Professional, other fees and salaries

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

		2021		2020		2019
Professional fees	$	107,554	$	148,926	$	157,354
Consulting fees		132,793		138,123		53,845
Salaries and benefits		184,138		175,075		230,782
	$	424,485	$	462,124	$	441,981

(i) Wage subsidy

"The Canada Emergency Wage Subsidy (CEWS) was announced by the Government of Canada on March 27, 2020 to enable companies negatively impacted by COVID-19 to re-hire workers. Under this program, qualifying businesses can receive a subsidy for a portion of their employees' wages.

For the year ended October 31, 2021, the Company recognized $167,388 CDN ($133,699 USD) (2020 - $85,455 CDN ($63,792 USD)) of wage subsidy under this program, which has been recorded as a reduction of salaries expenses in the consolidated statements of operations and comprehensive loss. This program concluded on October 23, 2021."

17. Supplemental cash flow information

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

		2021			2020
Balance - beginning of period	$	3,615,080		$	3,364,499
Cash flows from financing activities:
Proceeds from issuance of convertible debentures ^(i)^		510,000			612,279
Repayments of convertible debentures		(593,301	)		(150,920	)
Non-cash changes:
Accretion expense		1,169,921			1,099,818
Accrued interest on convertible debentures		408,543			285,679
Gain on revaluation of derivative liabilities		(2,547,192	)		(771,920	)
Gain on extinguishment of debt		1,018,928			(127,409	)
Convertible debentures converted into common shares		(521,136	)		(762,847	)
Renewal of convertible debentures		(16,804	)		(26,752	)
Foreign exchange loss (gain)		195,444			92,653
Balance - end of period	$	3,239,483		$	3,615,080

(i) Proceeds net of original issue discount of $92,200.

18. 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:

		2021		2020		2019
Professional, other fees, and salaries	$	107,201	$	17,517	$	4,684
Stock-based compensation		227,500		-		-
	$	334,701	$	17,517	$	4,684

In 2021, these parties were awarded 5 million stock options with a weighted average exercise price of $0.05 (2020 - nil; 2019 - nil).

(b) Trade payables and other liabilities

"As described in Note 19(b) below, the Company has reversed this reserve in the fiscal year ended October 31, 2020 based on the developments in this legal matter in 2020. The reasonable value of Mr. Van Fleet's claims against the Company as of October 31, 2021 is $nil (2020 - $nil).

In 2021, the Company has reversed certain amounts totalling $422,982 due to the payables being statute barred. These balances carried forward from prior years and the Company eliminated these balances in 2021."

(c) Convertible debentures

In May 2019, the CEO of the Company provided for a short-term loan of $15,000 CDN ($11,450 USD). At October 31, 2019, $10,000 CDN ($7,582 USD) in loan principal was outstanding. In 2020, the remaining amount of loan principal was extinguished by participation of the CEO in the private placement which the Company completed at the time (Note 12(b)(ii)). The extinguishment of the debt for the shares received in the private placement resulted in an a loss on conversion of $14,000 CDN ($10,600 USD).

In January 2018, the CEO of the Company provided for a convertible debenture of $150,000 CDN ($114,086 USD). As at October 31, 2021, $9,483 CDN ($7,657 USD) (2020 - $10,001 CDN ($7,509 USD)) in loan principal remains outstanding.

19. 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.  An inquest hearing to determine damages was held in June 2021.

On June 16th, 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.

The Company is now pursuing collection of the judgement award. It will report the recovery of this contingent asset as funds are received. As at October 31, 2021, the Company has recorded recovery of $40,000 received in the period as a reduction of legal expenses.

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 (CDN). The Company manages currency risk by monitoring the Canadian position of these monetary financial instruments on a periodic basis throughout the course of the reporting period.

As at October 31, 2021, balances that are denominated in CDN are as follows:

		CDN
		2021		2020
Cash (bank indebtedness)	$	55,950	$	8,759
Prepaid expenses and other receivables	$	29,857	$	33,594
Trade payables and other liabilities	$	17,366	$	23,530
Convertible debentures (carrying value)	$	1,093,684	$	2,176,454
Derivative liabilities	$	693,143	$	260,692
Long-term loan	$	60,000	$	40,000

A 10% strengthening of the US dollar against the CDN would decrease accumulated deficit by $129,992 as at October 31, 2021 (2020 - decrease accumulated deficit by $169,114). A 10% weakening of the USD against the CDN would have had 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.

20. Financial risk management (continued)

(c) 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. The Company's funding is provided in the form of capital raised through the issuance of shares on conversion of convertible debentures. With the exception of the long-term loan, all financial liabilities are due within 1 year as at October 31, 2021.

(i) Trade payables

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

		2021		2020
Less than 30 days past billing date	$	384,057	$	252,413
31 to 90 days past billing date		-		25,683
Over 90 days past billing date		-		489,853
	$	384,057	$	767,949

As at October 31, 2021, trade payables include $nil (2020 - $367,418) of invoices which the Company has disputed and/or are statute barred. The Company does not anticipate that it will be required to discharge such amounts.

(ii) Convertible debentures and derivative liabilities

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

		2021				2020
		Convertibledebentures		Derivativeliabilities		Convertibledebentures		Derivativeliabilities
Less than three months	$	1,609,762	$	238,802	$	1,335,853	$	149,827
Three to six months		842,451		414,602		806,477		190,055
Six to twelve months		189		133,677		939,188		193,680
	$	2,452,402	$	787,081	$	3,081,518	$	533,562

(d) 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 and other receivables. The maximum exposure to credit risk is the carrying value of these financial assets, which amounted to $189,407 as at October 31, 2021 (2020 - $213,695).

Cash of $171,397 as at October 31, 2021 (2020 - $191,479) is held with central banks and financial institution counterparties that are highly rated. The Company has assessed no significant change in credit risk and an insignificant loss allowance, which was not recognized in these consolidated financial statements."

21. Fair value hierarchy

Assets and liabilities recorded at fair value in the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 - valuation based on quoted prices (unadjusted) in active markets for identical assets and liabilities. There are no assets or liabilities in this category in these consolidated financial statements.

Level 2 - valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. In these consolidated financial statements, derivative liabilities are included in this category.

Level 3 - valuation techniques using the inputs for the asset or liability that are not based on observable market data. There are no assets or liabilities in this category in these consolidated financial statements.

The Company's policy for determining when transfers between levels of fair value hierarchy occur is based on the date of the event or changes in circumstances that caused the transfer. During the years ended October 31, 2021 and 2020, there were no transfers between levels.

22. 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, 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 year ended October 31, 2021.

23. Subsequent events

Subsequent to October 31, 2021:

(a) The Company secured two (2) private placements with investors consisting of common shares with no warrants pursuant to prospectus and registrations set forth in applicable securities law. It realized net proceeds of $126,500 CDN ($101,590 USD) and issued a total of 2,300,000 common shares.

(b) The Company secured $351,000 USD in convertible debentures with a 12 month term and conversion features which become effective six months after initiation date.

(c) The Company converted $177,320 USD of convertible debentures through the issuance of 4,593,480 common shares.

(d) The Company repaid $45,827 CDN ($36,945 USD) of interest accrued on a convertible debenture.

(e) The Company extended convertible debentures that were within 3 months of maturity date from October 31, 2021 for an additional (6) months.

(f) The Company issued 413,674 common shares for settlement of $28,957 CDN ($22,460 USD) of debt.

(g) The Company granted 25,000 options on December 15, 2021 at a strike price of $0.09 CDN, expiring on December 15, 2023.

Micromem Technologies Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022

NOTICE TO READER

The Management's Discussion and Analysis ("MD&A") report for Micromem Technologies Inc. for the fiscal year October 31, 2021, as attached, is dated as of February 14, 2022, 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
February 14, 2022	February 14, 2022
MICROMEM TECHNOLOGIES INC.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br>PREPARED AS OF FEBRUARY 14, 2022

INTRODUCTION

The following sets out the Management's Discussion and Analysis ("MD&A") of the financial position and result of operations for the fiscal year ending October 31, 2021, 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, 2021, and 2020 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. In November 2007, the Company incorporated Micromem Applied Sensor Technologies Inc. ("MAST") for the purpose of moving forward with the planned commercialization of its technology.

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.

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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MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022
TABLE OF CONTENTS:
---
1. OVERVIEW
2.  FINANCING
3.  BUSINESS DEVELOPMENTS IN 2021
4.  COMMENTARY ON CONVERTIBLE DEBENTURES
5.  DISCUSSION OF OPERATING RESULTS
6.  RISKS AND UNCERTAINTIES
7.  GOING CONCERN
8.  OTHER MATTERS
9.  SUBSEQUENT EVENTS
MICROMEM TECHNOLOGIES INC.
---
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022

1. OVERVIEW

Micromem is a company that develops customized, proprietary sensor-based solutions for large multinational corporations. It operates also through its wholly-owned subsidiary, Micromem Applied Sensor Technologies ("MAST"). Until August 2018, MAST was traditionally responsible for the development of market opportunities, maintaining customer relationships and the project management of the independent engineering subcontractors that it engaged once a client project was initiated.  Micromem and MAST are referred to interchangeably as "the Company" throughout this report.

In 2021, the Company had positive new developments in its business initiatives.  It also experienced client driven delays due to the Covid - 19 pandemic in terms of its commercialization strategies for the technology applications that it continued to pursue.  It continued to deal within very tight working capital constraints and was successful in raising additional capital in 2021 and through to the date of this report.

Our litigation  with  Steve  van Fleet, who resigned  as  an officer  and  director of  the  Company  on  August  17, 2018 was resolved  in our  favor  in 2021 ;  claims  against  the  Company  were  dismissed  and  the  Company  was  awarded  damages  in the  settlement  of this  litigation.

2. FINANCING

In 2021 the Company secured $840,564 of financing from private placements (2020: $425,789) and received proceeds of $510,000 (2020: $612,279) from the issuance of convertible debentures.  The Company issued 15,611,852 common shares relating to the conversion by debenture holders of their debentures totaling $511,630 during the year (2020: issued 44,237,644 common shares relating to conversion of debentures totaling $859,331).

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.  In 2021 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 Section 4; 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 fiscal years ending October 31, 2021 and 2020 none of which impact the Company's cash flows:

		2021			2020			Change
Accretion expense	$	1,169,921		$	1,099,818		$	70,103
Loss (gain) on conversion of convertible debentures		(9,506	)		96,484			(105,990	)
Gain on revaluation of derivative liability		(2,547,192	)		(771,920	)		(1,775,272	)
Loss (gain)on extinguishment of convertible debentures		1,018,928			(127,409	)		1,146,337
Net expense	$	(367,849	)	$	296,973		$	(664,822	)

3. BUSINESS DEVELOPMENTS  IN 2021:

(a) Chevron:

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

We attended the Houston- based  OTC oil  and gas  conference  in  August 2021 and  have maintained  a  current  dialogue  with Chevron  and  with other  industry  participants.

While  Chevron  has curtailed  further development activity on this  project  after the onset of the COVID-19 pandemic, it  continues to have interest in our interwell tracer technology. The  Company  awaits Chevron's  commercialization plans for this technology and  anticipates  new  developments  in the  2022 fiscal year.

Senior management at Chevron has been very supportive of Micromem's engagement with Romgaz which  has continued  in 2021.

(b) Romgaz:

The COVID-19 pandemic has resulted in delays in the execution of our commercial activity with Romgaz during the 2021 fiscal year.

We  have referenced in our 2021  interim  quarterly MD&A commentaries  that we were awaiting initial purchase orders for the interwell tracer technology application during fiscal 2021.

Our discussions with Romgaz have been continuous on a weekly basis throughout fiscal 2021 and have continued to progress since our fiscal year end.  The key go-forward points in these discussions, at the current date are as follows:

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

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

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

(iv) A joint venture agreement between Micromem and Romgaz is contemplated. The working relationship between Micromem and Romgaz is expected to expand to include the development of other technology applications where Micromem has been active over the past five years.  We expect to finalize these working arrangements and move forward with these initiatives in 2022.  It is expected that Romgaz will provide the initial capital to launch this expanded working relationship.

In anticipation of these developments with Romgaz in 2022, Micromem is planning for its business activity to include the following components:

(i) Continuance of its working relationship with the developer of the ARTRA 171 technology which Chevron has successfully tested in on site testing of operating oil wells and for which we anticipate Romgaz purchase orders in 2022.

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

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

(iv) In  June 2021, Micromem  hired two  engineering  staff persons  through the University  of Toronto  coop  program , each  for  a  16 month  term . The  engineering  staff  are responsible  for  supporting  all of  Micromem's current  initiatives  with  Chevron, Romgaz  and  other  potential customers.

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

(c) Repsol S.A. ("Repsol"):

With  our additional  staff resources  in Toronto, we have  begun to  reconfigure  the  RT Lube  Analyzer technology  in  which  Repsol  has  previously  expressed interest  and  for  which  we  negotiated  a  letter  of  intent  with Repsol in 2019.  While  we did  not  have  interaction with  Repsol during  the  Covid  19  pandemic, we  intend  to resume  discussions  with Repsol in 2022.

(d ) Covid  19  update:

The impact on the Company's internal operations of the COVID-19 pandemic during the 2021 fiscal year is discussed below; we believe have taken the appropriate steps to maintain our business and to protect our 5 person staff to ensure their wellbeing:

(i) We closed the office in mid-March 2020, and it remains closed as of the date of this report.  Our staff is working remotely from their homes.

(ii) We utilized the Canada Emergency Wage Subsidy program from the Canadian Federal Government to support our payroll obligations from April 2020 through October 2021 and received total subsidies of $167,388 ($133,699 USD) under this program.

(iii) We utilized the Canada Emergency Bank Account loan program and have secured term loans totaling $60,000 CDN ($48,243 USD) which is as described in our consolidated financial statements.

(iv) We utilized the Canada Emergency Rent Subsidy program to support our office rental expense obligations between June 2020 and September 2021and received total subsidies of $38,440 ($30,613 USD) under this program.

(v) Business related travel has been significantly reduced after March 2020.

(vi) Senior management have continued at reduced remuneration levels in 2020 and 2021.

There remains substantial uncertainty as to the duration of the pandemic.  If the pandemic continues for an extended period of time in 2022, there may be repercussions to the Company's ongoing business which could be significant.

******************

MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022 ****

4.  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).

(iii) Conversion price (which may be fixed at initiation date or fixed at conversion  date  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 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.

(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(a) above), we are required to revalue the derivative liability at each quarter end using prescribed Black Scholes or binomial methodology. Then, at  each  reporting  period , we are required to report this gain or loss on the revaluation in our  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 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 this prescribed accounting treatment gives rise to complicated disclosures in our financial statements and footnotes:

(a) We report substantial accretion expense in our audited 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  result  in significant  interim 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 5,525% 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 audited consolidated 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.

The net non -cash expense (income) relating to items (a) - ( d ) above reported in the fiscal year ended October 31, 2021 was ($367,849) ( 2020: $296,793; 2019: $595,634).

(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 typically ranging between 1% and 2% per month. 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 2021, the Company issued 15,611,852 common shares in settlement  of $511,630 of debentures  which were converted  to common  shares  by the debenture  holders  (2020: 44,237,644 common  shares  for $859,331 of converted  debentures ;  2019: 82,038,963 common shares  for $1,636,825 of  converted  debentures).

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.

**********

MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022

5.  DISCUSSION OF OPERATING RESULTS:

(a)  Financial Position as at October 31, 2021:

	October 31, 2021	October 31, 2020
	(US 000)	(US 000)
Assets:
Cash	171	191
Prepaid expenses and other receivables	24	25
	195	217
Property and equipment, net	26	49
Patents, net	4	12
	225	278
Liabilities:
Accounts payable and accrued liabilities	384	768
Current lease liability	25	36
Convertible debentures	2,452	3,082
Derivative liability	787	534
	3,648	4,419
Long-term lease liability	-	16
Long-term lease loan	49	30
	3,697	4,465
Shareholders' Equity:
Share capital	86,816	85,464
Contributed surplus	28,197	27,811
Equity component of bridge loans	14	24
Deficit	(118,499	(117,486
	(3,472	(4,187
	225	278

All values are in US Dollars.

Commentary:

1.	The Company's working capital deficiency is $3,452,924 on October 31, 2021 (2020: deficiency of $4,202,571).
2	In 2019 the Company evaluated its patent portfolio and its go forward strategy for its intellectual property portfolio. It decided that it would suspend its provisional patent filings in jurisdictions outside the United States where it has been issued several patents.<br><br> <br>For financial reporting purposes the Company recorded an impairment reserve of $223,143 in 2019 and it reflects an amortized value of $3,877 as its patent assets at October 31, 2021 (2020: $11,877). 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 2021 through convertible bridge loans. Given the terms of the bridge loans, the Company has measured, as appropriate, the prescribed accounting treatment for these bridge loans and the related derivatives.  These loans were typically of a short-term nature and, in many cases, renewed on multiple occasions; the related financial reporting has become progressively more complex .Refer to Section 4 of this report for additional commentary.
	The balance reported as bridge loans at October 31, 2021, is $2,452,402 (2020: $3,081,518) and the related derivative liability balance is $787,081 (2020: $533,562). The Company reports accretion expense on these debentures of $1,169,921 (2020: $1099,818), a gain on the conversion of bridge loans to share capital of $9,506 (2020:  loss of $96,484), a gain on the revaluation of the underlying derivative liabilities of $2,547,192 (2020: $771,920) and a loss on extinguishment of convertible debentures of $1,018,928 (2020: gain on $127,409). Management generally employs a Black Scholes valuation model although, for certain of the loan transactions contracted for, it uses a binomial measurement model.<br><br> <br>Management acknowledges that the cost of financing to the Company is significant; interest on the bridge loans is substantial. In 2021 we reported $498,257 of interest expense on convertible  debt  obligations  (2020: $441,369).
4.	During the 2021 and 2020 fiscal years, the Company secured funding from various sources, the significant components include:
			2021		2020
---	---	---	---	---	---
i)	Private placements of shares for cash consideration	$	840,567	$	425,789
ii)	Bridge loan financing		510,000		612,279
iii)	Bridge loan settlements for share consideration		511,630		859,331
		$	1,862,197	$	1,897,399

5. Operating Results:

The following table summarizes the Company's operating results for the years ended October 31, 2021, and 2020:

Discussion of Operating Results

	years ended October 31,
	2021<br>($000)	2020<br>($000)
Administration	153	154
Professional fees and salaries	425	462
Recovery of settlement of AP balances	(423)	(206)
Stock-based compensation	360	-
Travel and entertainment	25	24
Amortization of property and equipment	28	28
Amortization of patents	8	8
Foreign exchange (gain) loss	223	1
Accretion expense	1,170	1,100
Interest expense Convertible debt	498	441
Other financing costs	84	36
Gain on revaluation of derivatives liabilities	(2,547)	(772)
Loss on conversion of convertible debentures	(10)	96
Loss(gain) on extinguishment of convertible debentures	1,019	(127)
Net expenses	1,013	1,245
Net comprehensive income (loss)	(1,013)	(1,245)
Income (loss per share)	-	-

Fiscal 2021 Compared to Fiscal 2020

a) Administration costs were $153,056 in 2021 versus $154,007 in 2020.  These costs include rent and occupancy costs of $15,536 (2020: $37,153, the Company reported sublet income for a portion of its office space in 2021 and 2020); office insurance costs of $753 (2020: $2,024; the Company did not renew its D&O insurance coverage in 2021), investor relations, listings and filing fees of $53,029 (2020: $49,537), other general and administrative expenses of $83,738  (2020: $49,702) and  a loss  on settlement of accounts payable  of $nil ( 2020: $15,591).

b) Professional and other fees and salaries costs were $424,485 in 2021 versus $462,124 in 2020. The components of these total costs include legal and audit related expenses of $107,554 (2020: $148,926), 3^rd^ party consulting fees of $132,793 (2020: $138,123), staff salaries and benefits of $184,138 (2020: $175,075).

The CFO has received $25,376 of management fees in 2021 and no compensation from the Company between  March 2018 - October 2020. The CEO of the Company has received $81,826 of compensation in  2021 (2020: $17,517).

c) Travel and entertainment expenses were $24,903 in 2021 (2020: $23,903). We limited travel expenses in 2020 and 2021 as part of  a  broader  effort to reduce the Company's operating expenses.

d) In 2021, the Company awarded  9.5 million stock options  to directors, officers, employees, and a  consultant. (There were no stock options grants awarded in fiscal 2020 or 2019); the related expense of $360,044 was calculated using the Black Scholes option-pricing model.

e) Interest expense was $498,257 in 2021 versus $441,369 in 2020.  This represents the actual interest expense obligations incurred by the Company based on the stated interest rates on the convertible debenture notes.

f) Amortization expense was $36,033 in 2021 consisting of $8,000 relating to patents and $28,033 relating to Capital Assets (2020: $35,858 consisting of $8,123 relating to patents and $27,735 relating to Capital Assets).

g) Financing costs were $84,478 in 2021 versus $35,500 in 2020.  These expenses relate to costs associated with the convertible debenture financings which the Company completed in 2021 and 2020.

h) The loss on foreign exchange reported in 2021 was $222,553 versus a loss of $1,447 in 2020.  This included the exchange relating to the translation of $CDN denominated transactions during the year and to Canadian denominated assets and liabilities at fiscal quarter and year ends.  It also included the foreign exchange relating to the initiation, renewal, conversion, and repayment of convertible debentures transactions during the fiscal years.  The Canadian dollar, relative to the US dollar was $0.7509 at October 31, 2019, $0.7596 at October 31, 2020, and  $0.7956 at October  31, 2021.

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

		2021			2020			Change
Accretion expense	$	1,169,921		$	1,099,818		$	70,103
Loss (gain) on conversion of convertible debentures		(9,506	)		96,484			(105,990	)
Gain on revaluation of derivative liability		(2,547,192	)		(771,920	)		(1,775,272	)
Loss (gain)on extinguishment of convertible debentures		1,018,928			(127,409	)		1,146,337
Net expense	$	(367,849	)	$	296,973		$	(664,822	)

k) In 2020,the Company reversed the accrual of $205,788 that it  had  recorded in 2018-2019  with respect to Mr. Van Fleet's claims against the Company. This  litigation  was  settled  in the Company's  favor  in 2021 and  it received  judgement  against  Mr. Van  Fleet in June  2021  as  outlined  in Section  8 (h)  of this  report.

C. Unaudited Quarterly Financial Information - Summary

Three months ended<br>(unaudited)	Revenues<br>$	Expenses<br>$	Income<br>(loss) in<br>period<br>$	Loss<br>per<br>share$
January 31, 2020	-	1,726,023	(1,726,023)	-
April 30, 2020	-	(1,071,746)	1,071,746	-
July 31, 2020	-	234,946	(234,946)	-
October 31, 2020	-	356,170	(356,170)
January 31,2021	-	1,220,301	(1,220,301)	-
April 30,2021	-	3,154,574	(3,154,574)	-
July 31,2021	-	(2,102,701)	2,102,701
October 31,2021	-	(1,259,196)	1,259,196	-
Three months ended<br>(unaudited)	Working capital<br>(deficiency)	Capital assets<br>at NBV	Other Assets	Total Assets	Shareholders'<br>equity (deficit)
---	---	---	---	---	---
January 31, 2020	(5,387,954)	70,046	18,000	296,256	(5,331,481)
April 30, 2020	(4,140,569)	63,120	15,877	141,860	(4,061,572)
July 31, 2020	(3,994,076)	56,187	13,877	108,438	(3,974,641)
October 31, 2020	(4,202,571)	49,249	11,877	278,026	(4,187,342)
January 31, 2021	(4,694,513)	42,364	9,877	124,318	(4,698,923)
April 30, 2021	(7,214,669)	38,170	7,877	253,940	(7,318,323)
July 31, 2021	(4,876,595)	31,283	5,877	223,528	(4,887,324)
October 31, 2021	(3,452,924)	26,012	3,877	225,293	(3,471,278)

**********

MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022 ****

6.  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. 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.

Financing:

The Company has successfully raised funding each year over  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 could 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.

COVID-19 Pandemic:

The impact on the Company of the COVID-19 pandemic during the 2020 fiscal year has  been outlined earlier in this report, including the steps that management  has taken in an attempt to maintain our  operations.  There remains  substantial uncertainty as to the duration of the pandemic.  If the pandemic continues for an extended period of time in 2022, there may  be repercussions to the Company's ongoing business which could be significant.

***************************

MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022 ****

7.  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 year ended October 31, 2021, the Company reported a net loss and comprehensive loss of $1,012,978 (2020 - $1,245,393; 2019 - $2,832,864) and negative cash flow from operations of $762,766 (2020 - $760,572; 2019 - $982,437).  The Company's working capital deficiency as at October 31, 2021 is $3,452,924 (2020 - $4,202,571).

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 2022 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.

The COVID 19 pandemic has had a significant impact of the Company's operations since  March,  2020 as discussed in the body of this MD&A document.  There remains considerable uncertainty at this date as to the duration of the pandemic.  If the pandemic continues for an extended period of time in  2022, there may be repercussions to the Company's ongoing business which could be significant.

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.

**********

MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br>PREPARED AS OF FEBRUARY 14, 2022

8.  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 consolidated financial statements as of October 31, 2021.

(b) Legal  matters: 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.

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

On June  16^t^^h^, 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. 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.

(c) 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 October 31, 2021.

The Company has extended its lease for premises through July 2022.  The lease term is for 5 years and stipulates base monthly rental expenses of $4,005 CDN.  Lease commitments are as follows - commitments less than one year of $32,040 CDN .

**(d)**Off-Balance Sheet Arrangements

At October 31, 2021, 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.

(e) Share Capital ****

At October 31, 2021, the Company reports 435,737,734 common shares outstanding (2020: 402,552,453). Additionally, the Company has 11,700,000 stock options outstanding with a weighted average exercise price of $0.06 per share (2020: 2,200,000 options outstanding with a weighted average exercise price of $0.10 per share).

(f)  Management and Board of Directors ****

At our most recent Annual Meeting of Shareholders held on September 8, 2020, Joseph Fuda,  Oliver Nepomuceno, and  Alex Dey were re-elected to serve on our Board of Directors. Brian Von Herzen was not put forward for reelection to the Board  at the  Annual Meeting. Joseph Fuda and Dan Amadori continue to serve as officers of the Company.

Our management team and directors, along with their 2021 remuneration, is presented as below:

Individual	Position	2021 remuneration
		Cash	Options	Total
Joseph Fuda	President, Director	81,826	86,424	168,250
Oliver Nepomuceno	Director	-	27,330	27,330
Alex Dey	Director	-	27,330	27,330
Dan Amadori	CFO	25,376	86,424	111,800

(g)  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. Compensation paid or payable to these individuals (or companies controlled by such individuals) is summarized as:

		2021		2020		2019
Professional, other fees and salaries	$	107,202	$	17,517	$	4,684
Stock based compensation		227,508		-		-
`	$	334,710	$	17,517	$	4,684

In 2021these parties were awarded a total of $5,000,000 options (2020 - nil options at an exercise price of nil). In 2020 a total of 1.3 million common stock options previously awarded to key management were cancelled.

Trade payables and other liabilities:

As at October 31, 2020,  the Company included $167,215 in trade payables owing to a company whose major shareholder was a director of the Company from February 2014 through September 2020 and who has also previously served as its Chief Technology Officer. The balance reported relates to alleged services provided in 2015; there have been no invoices submitted by this related party after October 31, 2015.  The Company has  contested  these  charges  since  2015  and there  have been  no  further developments in 2021. Accordingly, in 2021, the  Company    reversed  this now  statute-barred  balance previously reported as  an account  payable.

Convertible debentures:

In May 2019, an officer of the Company provided  a short-term loan of $15,000 CDN ($11,450 USD). At October 31, 2019, $10,000 CDN ($7,582 USD) in loan principal remains outstanding. In 2021, the remaining amount of loan principal was extinguished  by participation of the CEO in the private  placement  which the Company completed  at the time. The extinguishment of the debt  for the shares received in the private placement  resulted in  a loss  on conversion  of $10,600.

In January 2018, an officer of the Company provided a convertible debenture of $150,000 CDN ($114,138 USD). At October 31, 2020, $10,001 CDN ($7,509 USD) remains outstanding (October 31, 2019, $52,319 CDN ($39,756 USD); October 31, 2018 - $ 100,862 CDN, $76,713 USD) .

**(h)**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 2021 and subsequent to the end of the fiscal year, the Company 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 October 31, 2021 there are 11,700,000  options outstanding at an average exercise price of $0.06 per share.

Capital Resources: We have no commitments for capital expenditures as of October 31, 2021.

**********

MICROMEM TECHNOLOGIES INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2021<br><br> <br>PREPARED AS OF FEBRUARY 14, 2022 ****

9. SUBSEQUENT EVENTS

Subsequent to October 31, 2021:

(a) The Company secured two (2) private placements with investors consisting of common shares with no warrants pursuant to prospectus and registrations set forth in applicable securities law. It realized net proceeds of $126,500 CDN ($101,590 USD) and issued a total of 2,300,000 common shares.

(b) The Company secured $351,000 USD in convertible debentures with a 12 month term and conversion features which become effective six months after initiation date.

(c) The Company converted $177,320 USD of convertible debentures through the issuance of 4,593,480 common shares.

(d) The Company repaid $45,827 CDN ($36,945 USD) of interest accrued on a convertible debenture.

(e) The Company extended convertible debentures that were within 3 months of maturity date from October 31, 2021 for an additional (6) months.

(f) The Company issued 413,674 common shares for settlement of $28,957 CDN ($22,460 USD) of debt.

(g) The Company granted 25,000 options on December 15, 2021 at a strike price of $0.09 CDN, expiring on December 15, 2026.

Micromem Technologies Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF  (together, the "annual filings") of Micromem Technologies Inc. (the "issuer") for the financial year ended October 31, 2021.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual 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 financial year end

(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 framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Evaluation: The issuer's other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A.

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) for each material weakness relating to operation existing at the financial year end

(A) a description of the material weakness;

(B) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

(C) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on August 1, 2021 and ended on October 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.

Date: February 14, 2022

/s/ Joseph Fuda

Joseph Fuda

Chief Executive Officer

Micromem Technologies Inc.: Exhibit 99.4 - Filed by newsfilecorp.com

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF  (together, the "annual filings") of Micromem Technologies Inc. (the "issuer") for the financial year ended October 31, 2021.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual 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 annual 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 financial year end

(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 framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A

6. Evaluation: The issuer's other certifying officer(s) and I have

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A.

(i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii) for each material weakness relating to operation existing at the financial year end

(A) a description of the material weakness;

(B) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

(C) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on August 1, 2021 and ended on October 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.

Date: February 14, 2022.

/s/ Dan Amadori

Dan Amadori

Chief Financial Officer

Micromem Technologies Inc.: Exhibit 99.5 - Filed by newsfilecorp.com