6-K

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

FORM 6-K

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

April 2020

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shall be deemed a part of such registration statement from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished by Micromem Technologies Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934.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: June 25, 2020	Name: Joseph Fuda
	Title:   Chief Executive Officer

Exhibit Index

Exhibit	Description
99.1	Unaudited Condensed Interim Consolidated Financial Statements for the period ended April 30, 2020
99.2	The Management's Discussion and Analysis for the period ended April 30, 2020
99.3	Form 52-109F2 Certification of Interim Filings Full Certificate - CEO
99.4	Form 52-109F2 Certification of Interim Filings Full Certificate - CFO

EX-99.1

 

Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019
(Expressed in United States Dollars)

Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 2020 and 2019
(Expressed in United States Dollars)

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

Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Financial Statements

Notice of no auditor review of the condensed interim consolidated financial statements

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

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

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

June 25, 2020

Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Statements of Financial Position
As at April 30, 2020 and October 31, 2019
(Expressed in United States dollars)

	Notes		As at April 30, 2020			As at October 31, 2019
Assets
Current
Cash	19	$	35,581		$	46,056
Prepaid expenses and other receivables			27,282			14,751
Total current assets			62,863			60,807
Property and equipment	6		63,120			2,677
Patents	7		15,877			20,000
Total assets		$	141,860		$	83,484
Liabilities
Current
Trade payables and other liabilities	19(c)	$	887,191		$	997,632
Current lease liability	8		36,442			-
Convertible debentures	10,19		2,429,479			2,599,074
Derivative liabilities	10,19		795,424			765,425
Total current liabilities			4,148,536			4,362,131
Long-term lease liability	8		26,442			-
Long-term loan	9		28,454			-
Total liabilities			4,203,432			4,362,131
Shareholders' Deficiency
Share capital	11		85,022,247			84,153,696
Contributed surplus			27,767,970			27,757,639
Equity component of convertible debentures	10		42,617			50,147
Accumulated deficit			(116,894,406	)		(116,240,129	)
Total shareholders' deficiency			(4,061,572	)		(4,278,647	)
Total liabilities and shareholders' deficiency		$	141,860		$	83,484
Going concern	2
Contingencies	18
Subsequent events	22

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

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

Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three and six months ended April 30, 2020 and 2019
(Expressed in United States dollars)

			Three months ended April 30,						Six months ended April 30,
	Notes		2020			2019			2020			2019
Operating expenses
General and administrative	15(a)	$	32,414		$	58,175		$	55,684		$	111,546
Professional, other fees and salaries	15(b)		91,782			69,130			292,543			217,659
Development costs (recovery)			-			(34,366	)		-			(34,366	)
Travel and entertainment			8,294			10,948			19,090			21,890
Amortization of property and equipment	6		6,926			795			13,864			1,589
Amortization of patents	7		2,123			38,505			4,123			76,962
Foreign exchange loss (gain)	19(a)		(127,280	)		(40,749	)		(139,126	)		(49,007	)
Total operating expenses			14,259			102,438			246,178			346,273
Other expenses (income)
Accretion expense	10		295,490			410,888			475,563			805,083
Interest expense	10		113,739			119,727			238,863			253,690
Financing costs	10		28,000			1,491			29,500			52,257
Gain on revaluation of derivative liabilities	10		(1,434,549	)		(585,583	)		(282,425	)		(318,003	)
Loss on conversion of convertible debentures	10		21,417			2,308			63,273			19,798
Gain on extinguishment of convertible debentures	10		(110,102	)		(3,181	)		(116,675	)		(707	)
Total other (income) expenses			(1,086,005	)		(54,350	)		408,099			812,118
Net income (loss) before income tax provision			1,071,746			(48,088	)		(654,277	)		(1,158,391	)
Income tax provision	14		-			-			-			-
Net income (loss) and comprehensive income (loss)		$	1,071,746		$	(48,088	)	$	(654,277	)	$	(1,158,391	)
Weighted average number of outstanding shares, basic and diluted	13		373,233,687			277,050,908			365,036,629			272,370,012
Basic and diluted income (loss) per share	13	$	-		$	-		$	-		$	-

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

Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Statements of Changes in Equity
For the three and six months ended April 30, 2020 and 2019
(Expressed in United States dollars)

	Notes	Number of shares		Share capital		Contributed surplus		Equity component of convertible debentures			Accumulated deficit			Total
Balance at November 1, 2019		346,952,721	$	84,153,696	$	27,757,639	$	50,147		$	(116,240,129	)	$	(4,278,647	)
Private placements of shares for cash	11	9,643,397		389,814		-		-			-			389,814
Convertible debentures converted into common shares	10	20,073,453		464,186		-		-			-			464,186
Expiry of convertible debenture conversion option	10	-		-		10,331		(10,331	)		-			-
Renewal of convertible debentures	10	-		-		-		2,801			-			2,801
Shares issued on settlement of accounts payable		365,094		14,551		-		-			-			14,551
Net loss		-		-		-		-			(654,277	)		(654,277	)
Balance at April 30, 2020		377,034,665	$	85,022,247	$	27,767,970	$	42,617		$	(116,894,406	)	$	(4,061,572	)
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	11	2,690,789		102,968		-		-			-			102,968
Financing costs converted into common shares		350,000		21,000		-		-			-			21,000
Convertible debentures converted into common shares	10	18,431,216		576,896		-		-			-			576,896
Expiry of convertible debenture conversion option	10	-		-		56,447		(56,447	)		-			-
Renewal of convertible debentures	10	-		-		-		56,447			-			56,447
Net loss		-		-		-		-			(1,158,391	)		(1,158,391	)
Balance at April 30, 2019		281,074,704	$	82,983,767	$	27,687,356	$	70,283		$	(114,565,656	)	$	(3,824,250	)

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

Micromem Technologies Inc.
Unaudited Condensed Interim Consolidated Statements of Cash Flows
For the three and six months ended April 30, 2020 and 2019
(Expressed in United States dollars)

			Three months ended April 30,						Six months ended April 30,
	Notes		2020			2019			2020			2019
Operating activities
Net income (loss)		$	1,071,746		$	(48,088	)	$	(654,277	)	$	(1,158,391	)
Items not affecting cash:
Amortization of patents	7		2,123			38,505			4,123			76,962
Amortization of property and equipment	6		6,926			795			13,864			1,589
Accretion expense	10,16		295,490			410,888			475,563			805,083
Accrued interest on convertible debentures	10,16		70,917			34,204			109,666			74,937
Loss on conversion of convertible debentures	10		21,417			2,308			63,273			19,798
Gain on revaluation of derivative liabilities	10,16		(1,434,549	)		(585,583	)		(282,425	)		(318,003	)
Gain on extinguishment of convertible debentures	10,16		(110,102	)		(3,181	)		(116,675	)		(707	)
Shares issued for financing costs	10,16		-			-			-			21,000
Shares issued on settlement of accounts payable			14,551			-			14,551			-
Foreign exchange gain	19		(143,079	)		(45,725	)		(158,065	)		(38,425	)
			(204,560	)		(195,877	)		(530,402	)		(516,157	)
Net changes in non-cash working capital:
Decrease in development costs receivable			-			-			-			81,841
Decrease (increase) in prepaid expenses and other receivables			8			(14,528	)		(12,531	)		(25,674	)
Increase (decrease) in trade payables and other liabilities			38,322			32,875			(110,441	)		(45,521	)
Cash flows used in operating activities			(166,230	)		(177,530	)		(653,374	)		(505,511	)
Investing activity
Patents	7		-			(467	)		-			(7,215	)
Cash flows used in investing activity			-			(467	)		-			(7,215	)
Financing activities
Repayment of lease liability	8		(2,312	)		-			(11,423	)		-
Proceeds from long-term debt	9		28,454			-			28,454			-
Private placements of shares for cash	11		43,593			52,968			389,814			102,968
Proceeds from issuance of convertible debentures	16		90,000			70,521			430,177			376,521
Repayments of convertible debentures	16		(138,844	)		(15,030	)		(194,123	)		(170,663	)
Cash flows provided by financing activities			20,891			108,459			642,899			308,826
Net change in cash			(145,339	)		(69,538	)		(10,475	)		(203,900	)
Cash - beginning of period			180,920			72,470			46,056			206,832
Cash - end of period		$	35,581		$	2,932		$	35,581		$	2,932
Supplemental cash flow information
Interest paid (classified in operating activities)	8,10	$	42,822		$	85,523		$	129,197		$	178,753
Carrying amount of convertible debentures      converted into common shares	16	$	115,801		$	249,597		$	400,913		$	557,098

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

Micromem Technologies Inc.

Notes to Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended April 30, 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 April 30, 2020 and is devoting substantially all its efforts to securing commercial revenue opportunities.

2.   Going concern

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

There are material uncertainties related to conditions and events that cast 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 six months ended April 30, 2020, the Company reported a net loss and comprehensive loss of $654,277 (2019 - $1,158,391) and negative cash flow from operations of $653,374 (2019 - $505,511). The Company's working capital deficiency as at April 30, 2020 was $4,085,673 (October 31, 2019 - $4,301,324).

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 2020; 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 unaudited condensed interim consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

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 delays of 3 to 6 months in the commercial status plans of its technology with its primary customers. It secured a government backed loan of $40,000 CDN ($28,454 USD) which matures in December 2025 (Note 9).

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

3.   Basis of presentation

These unaudited condensed interim consolidated financial statements for the three and six months ended April 30, 2020 and 2019 have been prepared in accordance with International Accounting Standard ("IAS") 34 Interim financial reporting. The accounting policies and methods of computation adopted in the preparation of the unaudited condensed interim consolidated financial statements are consistent with those followed in the preparation of the Company's audited annual consolidated financial statements for the year ended October 31, 2019. The Company applied, as of November 1, 2019, International Financial Reporting Standard ("IFRS") 16 Leases and IFRS Interpretations Committee ("IFRIC") 23 Uncertainty over income tax treatments. As required by IAS 34, the nature and effect of those changes are disclosed in Note 4. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

These unaudited condensed interim consolidated financial statements were authorized for issuance and release by the Company's Board of Directors on June 25, 2020.

3.	Basis of presentation (continued)
(a)	Basis of consolidation
	These unaudited condensed interim consolidated financial statements include the accounts of Micromem Technologies Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The Company 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 unaudited condensed interim consolidated financial statements have been prepared on the historical cost basis, except for financial instruments designated at fair value through profit and loss which are measured at their fair value.
(c)	Functional and presentation currency
	These unaudited condensed interim consolidated financial statements are presented in United States dollars ("USD"), which is the functional currency of the Company and all of its subsidiaries.
(d)	Use of estimates and judgments
	The preparation of these unaudited condensed interim 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 unaudited condensed interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates are reviewed periodically and adjustments are made as appropriate in the reporting period they become known. Items for which actual results may differ materially from these estimates are described in the following section.
	(i)	Fair value of options and conversion features
		The Company makes estimates and utilizes assumptions in determining the fair value for stock options and 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.

3.	Basis of presentation (continued)
(d)	Use of estimates and judgments (continued)
	(iii)	Income taxes
		Income taxes and tax exposures recognized in the unaudited condensed interim consolidated financial statements reflect management's best estimate of the outcome based on facts known at the reporting date. When the Company anticipates a future income tax payment based on its estimates, it recognizes a liability. The difference between the expected amount and the final tax outcome has an impact on current and deferred taxes when the Company becomes aware of this difference.
		When the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future, based on budgeted forecasts. These forecasts are adjusted for certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences.
	(iv)	Going concern assumption
		The Company applies judgment in assessing whether material uncertainties exist that would cause doubt as to the whether the Company could continue as a going concern.
	(v)	Expected credit losses on financial assets
		Determining an allowance for expected credit losses ("ECLs") for all debt financial assets not held at fair value through profit or loss requires management to make assumptions about the historical patterns for the probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management's judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than historical patterns suggest.
4.	Adoption of new accounting pronouncements
(a)	IFRS 16 Leases
	IFRS 16 replaces the previous guidance on leases. This standard provides a single recognition and measurement model to be applied by lessees to leases, with required recognition of assets and liabilities for most leases. This standard is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted. The Company has adopted this new standard as of its effective date, in accordance with the transitional provisions specified in IFRS 16. The Company has applied the following practical expedients:
	(i)	The Company applied the simplified transition approach and did not restate comparative information. As a result, the Company recognized the cumulative effect of initially applying IFRS 16 as an adjustment to the accumulated deficit as at November 1, 2019.
	(ii)	The Company elected to apply IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 - Determining whether an arrangement contains a lease, were not reassessed for whether there is a lease. The Company applied the definition of a lease under IFRS 16 to contracts entered into or changed on or after November 1, 2019.

(iii) The present value of remaining minimum lease payments is capitalized as an asset and offsetting lease liability recognized. As the interest rate implicit in the lease cannot be readily determined, management applied the Company's incremental borrowing rate (based on recent non-convertible debentures) of 24% per annum as the discount rate.

4.	Adoption of new accounting pronouncements (continued)
(a)	IFRS 16 Leases (continued)
	In accordance with the practical expedients applied, the Company has recognized lease liabilities and right-of-use assets at the date of initial application for leases previously classified as operating leases in accordance with IAS 17. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application. 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. The Company has recognized right-of-use assets of $74,307, current lease liabilities of $36,442, and non-current lease liabilities of $37,865. There were no adjustments to opening accumulated deficit as at November 1, 2019. The Company expects that comprehensive loss will increase by $4,374 in the current fiscal year as a result of the application of IFRS 16.
	The following is the Company's policy for accounting for lease contracts in accordance with IFRS 16:
	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. 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. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(b)	IFRIC 23 Uncertainty over income tax treatments
	IFRIC 23 clarifies the application of recognition and measurement requirements in IAS 12, Income Taxes, when there is uncertainty over income tax treatments. It specifically addresses whether an entity considers each tax treatment independently or collectively, the assumptions an entity makes about the examination of tax treatments by taxation authorities, how an entity determines taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, and how an entity considers changes in facts and circumstances. IFRIC 23 became effective for the annual periods beginning on or after January 1, 2019, with earlier application permitted. The Company has adopted this interpretation as of its effective date and assessed no significant impact as a result of the adoption of this interpretation.
5.	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, 2020. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.
(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 will adopt this interpretation as of its effective date. The Company has performed a preliminary analysis and has not assessed any significant impacts as a result of the adoption of these amendments.

6.

Property and equipment

			As at November 1,				As at April 30,
			2019		Additions		2020
Cost
Computers		$	32,040	$	-	$	32,040
Right-of-use assets	Note 4(a)		74,307		-		74,307
		$	106,347			$	106,347
Accumulated amortization
Computers		$	29,363	$	354	$	29,717
Right-of-use assets	Note 4(a)		-		13,510		13,510
		$	29,363			$	43,227
Net book value		$	76,984			$	63,120
			As at November 1,				As at April 30,
			2018		Additions		2019
Computers
Cost		$	55,723	$	-	$	55,723
Accumulated amortization			46,495		1,589		48,084
Net book value		$	9,228			$	7,639

7. Patents

		As at November 1,				As at April 30,
		2019		Additions		2020
Cost	$	681,288	$	-	$	681,288
Accumulated amortization		661,288		4,123		665,411
Net book value	$	20,000			$	15,877
		As at November 1,				As at April 30,
		2018		Additions		2019
Cost	$	904,431	$	7,215	$	911,646
Accumulated amortization		508,326		76,962		585,288
Net book value	$	396,105			$	326,358

8.	Leases
(a)	Maturity analysis of lease obligations
	The following represents a maturity analysis of the Company's undiscounted contractual lease obligations as at April 30, 2020.

		CDN
Less than one year	$	48,060
Two to five years		56,070
	$	104,130

(b)	Supplemental disclosure
	For the three and six months ended April 30, 2020, the Company recognized $3,980 and $6,592 respectively of interest expense on lease obligations in the unaudited condensed interim consolidated statements of operations and comprehensive loss. The Company further recognized total cash outflow of $2,312 and $11,423 relating to leases.
9.	Long-term loan
On April 15, 2020, the Company obtained a $40,000 CDN ($28,454 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 $10,000. Effective January 1, 2023, any outstanding balance on the term loan shall bear interest at a rate of 5% per annum.
10.	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.
During the three and six months ended April 30, 2020, the Company expensed $28,000 and $29,500, respectively (2019 - $1,491 and $52,257), in financing costs which primarily consist of early repayment premiums and admininistrative fees relating to the convertible debentures. During the six months ended April 30, 2020, $1,500 (2019 - $21,000) of total financing costs were settled in the Company's common shares. All loan principal amounts and conversion prices are expressed in original currency and all remaining dollar amounts are expressed in USD.

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

Convertible debentures outstanding as at April 30, 2020:

		USD (equity component)		CDN (embedded derivative)		USD (embedded derivative)		Total
Loan principal outstanding	$	931,000	$	2,132,653	$	602,708
Terms of loan
Annual stated interest rate		12% - 24%		12% - 24%		4% - 24%
Effective annual interest rate		24% - 36%		13% - 1270%		139% - 20559%
Conversion price to common shares	$	0.04 - $0.07	$	0.05 - $0.14		(i) - (ii)
Remaining life (in months)		0 - 5		0 - 6		3 - 11
Unaudited condensed interim consolidated statement of financial position
Carrying value of loan principal	$	928,199	$	1,210,139	$	30,383	$	2,168,721
Interest payable		68,521		157,353		34,884		260,758
Convertible debentures	$	996,720	$	1,367,492	$	65,267	$	2,429,479
Derivative liabilities	$	-	$	292,396	$	503,028	$	795,424
Equity component of convertible debentures	$	42,617	$	-	$	-	$	42,617

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

For the six months ended April 30, 2020:
		USD (equity component)		CDN (embedded derivative)			USD (embedded derivative)			Total
Unaudited condensed interim consolidated statement of operations and comprehensive loss
Accretion expense	$	24,007	$	294,585		$	156,971		$	475,563
Interest expense	$	97,167	$	112,605		$	24,027		$	233,799
Gain on revaluation of derivative liabilities	$	-	$	(167,303	)	$	(115,122	)	$	(282,425	)
Loss on conversion of convertible debentures	$	-	$	-		$	63,273		$	63,273
Gain on extinguishment of convertible debentures	$	-	$	(185	)	$	(116,490	)	$	(116,675	)
Unaudited condensed interim consolidated statement of changes in equity
Amount of principal converted to common shares	$	20,000	$	35,000		$	239,063		$	294,063
Amount of interest converted to common shares	$	447	$	1,167		$	11,514		$	13,128
Number of common shares issued on conversion of convertible debentures		511,175		731,440			18,830,838			20,073,453
Unaudited condensed interim consolidated statement of cash flows
Amount of principal repaid in cash	$	-	$	86,123		$	80,000		$	166,123
Amount of interest repaid in cash	$	46,860	$	75,505		$	1,767		$	124,132

For the three months ended April 30, 2020:
		USD (equity component)		CDN (embedded derivative)			USD (embedded derivative)			Total
Unaudited condensed interim consolidated statement of operations and comprehensive loss
Accretion expense	$	11,329	$	170,576		$	113,585		$	295,490
Interest expense	$	48,360	$	54,030		$	15,433		$	117,823
Gain on revaluation of derivative liabilities	$	-	$	(1,259,550	)	$	(174,999	)	$	(1,434,549	)
Loss on conversion of convertible debentures	$	-	$	-		$	21,417		$	21,417
Loss (gain) on extinguishment of convertible debentures	$	-	$	6,388		$	(116,490	)	$	(110,102	)
Unaudited condensed interim consolidated statement of changes in equity
Amount of principal converted to common shares	$	-	$	-		$	120,063		$	120,063
Amount of interest converted to common shares	$	-	$	(27	)	$	1,318		$	1,291
Number of common shares issued on conversion of convertible debentures		-		-			4,145,688			4,145,688
Unaudited condensed interim consolidated statement of cash flows
Amount of principal repaid in cash	$	-	$	30,844		$	80,000		$	110,844
Amount of interest repaid in cash	$	-	$	35,990		$	1,767		$	37,757

(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.
10.	Convertible debentures (continued)
(b)	Comparative information presented in the unaudited condensed interim consolidated financial statements

Convertible debentures outstanding as at October 31, 2019:
		USD (equity component)		CDN (embedded derivative)		USD (embedded derivative)		Total
Loan principal outstanding	$	931,000	$	2,271,017	$	425,000
Terms of loan
Annual stated interest rate		12% -  24%		12% -  24%		4% - 10%
Effective annual interest rate		24% - 36%		13% - 645%		139% - 5368%
Conversion price to common shares	$	0.04 - $0.07	$	0.05 - $0.15		(i) - (ii)
Remaining life (in months)		1 - 6		0 - 12		3 - 12
Unaudited condensed interim consolidated statement of financial position
Carrying value of loan principal	$	906,993	$	1,464,416	$	63,422	$	2,434,831
Interest payable		18,661		121,444		24,138		164,243
Convertible debentures	$	925,654	$	1,585,860	$	87,560	$	2,599,074
Derivative liabilities	$	-	$	204,366	$	561,059	$	765,425
Equity component of convertible debentures	$	50,147	$	-	$	-	$	50,147

(i)	Conversion price defined as 75% multiplied by the average of the lowest 3 closing stock prices for the 10 trading days prior to conversion date.
(ii)	Conversion price defined as 75% multiplied by the lowest stock price for the 20 trading days prior to conversion date.

For the six months ended April 30, 2019:
		USD (equity component)		CDN (embedded derivative)			USD (embedded derivative)		Total
Unaudited condensed interim consolidated statement of operations and comprehensive loss
Accretion expense	$	63,573	$	425,578		$	315,932	$	805,083
Interest expense	$	97,124	$	111,474		$	45,092	$	253,690
Gain (loss) on revaluation of derivative liabilities	$	-	$	(406,998	)	$	88,995	$	(318,003	)
Loss on conversion	$	-	$	-		$	19,798	$	19,798
Gain (loss) on extinguishment of convertible debentures	$	-	$	(2,926	)	$	2,219	$	(707	)
Unaudited condensed interim consolidated statement of changes in equity
Amount of principal converted to common shares	$	-	$	-		$	330,980	$	330,980
Amount of interest converted to common shares	$	-	$	-		$	18,967	$	18,967
Number of common shares issued on conversion of convertible debentures		-		-			18,431,216		18,431,216
Unaudited condensed interim consolidated statement of cash flows
Amount of principal repaid in cash	$	-	$	95,063		$	75,600	$	170,663
Amount of interest repaid in cash	$	93,720	$	79,060		$	5,973	$	178,753

10.	Convertible debentures (continued)
(b)	Comparative information presented in the unaudited condensed interim consolidated financial statements (continued)

For the three months ended April 30, 2019:
		USD (equity component)		CDN (embedded derivative)			USD (embedded derivative)			Total
Unaudited condensed interim consolidated statement of operations and comprehensive loss
Accretion expense	$	32,310	$	220,995		$	157,583		$	410,888
Interest expense	$	47,823	$	54,442		$	17,462		$	119,727
Gain on revaluation of derivative liabilities	$	-	$	(580,393	)	$	(5,190	)	$	(585,583	)
Loss on conversion of convertible debentures	$	-	$	-		$	2,308		$	2,308
Gain on extinguishment of convertible debentures	$	-	$	(3,181	)	$	-		$	(3,181	)
Unaudited condensed interim consolidated statement of changes in equity
Amount of principal converted to common shares	$	-	$	-		$	122,656		$	122,656
Amount of interest converted to common shares	$	-	$	-		$	7,544		$	7,544
Number of common shares issued on conversion of convertible debentures		-		-			6,049,119			6,049,119
Unaudited condensed interim consolidated statement of cash flows
Amount of principal repaid in cash	$	-	$	15,030		$	-		$	15,030
Amount of interest repaid in cash	$	46,860	$	38,663		$	-		$	85,523

(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.
(iii)	Conversion price defined as 75% multiplied by the lowest stock price for the 15 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:

	As at April 30,	As at October 31,
	2020	2019
Share price	$0.03	$0.02
Exercise price	$0.02 - $0.10	$0.02 - $0.11
Volatility factor (based on historical volatility)	62% - 268%	173% - 321%
Risk free interest rate	0.24% - 0.32%	1.67% - 1.69%
Expected life of conversion features (in months)	0 - 11	0 - 12
Expected dividend yield	0%	0%
CDN to USD exchange rate (as applicable)	0.7189	0.7582
Call value	$0.00 - $0.02	$0.00 - $0.02

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

11.	Share capital
(a)	Authorized and outstanding shares
The Company has two classes of shares as follows:
	(i)	Special redeemable voting preference shares - 2,000,000 authorized, nil issued and outstanding.

	(ii)	Common shares without par value - an unlimited number authorized. The holders of the common shares are entitled to receive dividends which may be declared from time to time, and are entitled to one vote per share at shareholder meetings of the Company. All common shares are ranked equally with regards to the Company's residual assets.
(b)	Private placements
During the three months ended April 30, 2020, the Company completed a private placement (2019 - two private placements), pursuant to prospectus and registration exemptions set forth in applicable securities law. The Company received net proceeds of $43,593 (2019 - $52,968) and issued a total of 9,643,397 (2019 - 1,375,000) common shares.
During the six months ended April 30, 2020, the Company completed two private placements (2019 - three private placements), pursuant to prospectus and registration exemptions set forth in applicable securities law. The Company received net proceeds of $389,814 (2019 - $102,968) and issued a total of 9,643,397 (2019 - 2,690,789) common shares.
12.	Stock options
(a)	Stock option plan
The Company has a fixed stock option plan. Under the Company's stock option plan (the "Plan"), the Company may grant options for 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.
(b)	Summary of changes

	Number of options			Weighted average exercise price
Outstanding at November 1, 2019	5,730,000		$	0.25
Granted	-			-
Expired	-			-
Outstanding at April 30, 2020	5,730,000		$	-
Outstanding at November 1, 2018	6,250,000		$	0.29
Granted	-			-
Expired	(520,000	)		0.80
Outstanding at April 30, 2019	5,730,000		$	0.25

12.	Stock options (continued)
(c)	Stock options outstanding at April 30, 2020

				Weighted average
Date of issue	Expiry date	Number of options		Exercise price	Remaining contractual life (years)
June 4, 2015	June 4, 2020	300,000	$	0.49	0.1
August 20, 2015	August 20, 2020	940,000		0.46	0.3
September 30, 2015	September 30, 2020	250,000		0.40	0.4
December 30, 2016	December 30, 2021	2,040,000		0.25	1.7
June 29, 2018	June 29, 2023	2,200,000		0.10	3.2
Outstanding and exercisable at April 30, 2020		5,730,000	$	0.25	1.9

13.	Earnings (loss) per share
Basic and diluted income (loss) per share are calculated using the following numerators and denominators:

		Three months ended April 30,					Six months ended April 30,
Numerator		2020		2019			2020			2019
Net income (loss) attributable to common shareholders	$	1,071,746	$	(48,088	)	$	(654,277	)	$	(1,158,391	)
Net income (loss) used in computation of basic and diluted income (loss) per share	$	1,071,746	$	(48,088	)	$	(654,277	)	$	(1,158,391	)
Denominator
Weighted average number of common shares for computation of basic and diluted income (loss) per share		373,233,687		277,050,908			365,036,629			272,370,012

For the three and six months ended April 30, 2020 and 2019, all stock options and conversion features were anti-dilutive and, therefore, are excluded from the calculation of diluted income (loss) per share.
14.	Income taxes
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.
As at April 30, 2020, the Company has non-capital losses of approximately $30.5 million, $25.7 million in Canada and $4.8 million in other foreign jurisdictions, available to reduce future taxable income. Non-capital losses expire commencing in 2026. In addition, the Company has available capital loss carry forwards of approximately $1.3 million to reduce future taxable capital gains. Capital losses carry forward indefinitely.
As at April 30, 2020 and October 31, 2019, 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 recognized in the unaudited condensed interim consolidated statements of financial position for such assets.

15.	Operating expenses
(a)	General and administrative
	The components of general and administrative expenses are as follows:

		Three months ended April 30,				Six months ended April 30,
		2020		2019		2020		2019
General and administrative	$	2,393	$	8,605	$	5,860	$	21,822
Rent and occupancy		9,539		15,599		17,345		31,460
Office insurance		978		13,349		1,552		26,401
Investor relations, listing and filing fees		18,405		19,123		28,844		29,345
Telephone		1,099		1,499		2,083		2,518
	$	32,414	$	58,175	$	55,684	$	111,546

(b)	Professional, other fees and salaries
	The components of professional, other fees and salaries expenses are as follows:

		Three months ended April 30,					Six months ended April 30,
		2020		2019			2020		2019
Professional fees	$	28,797	$	15,084		$	59,233	$	71,134
Consulting fees (recovery)		22,875		(348	)		137,800		26,979
Salaries and benefits		40,110		54,394			95,510		119,546
	$	91,782	$	69,130		$	292,543	$	217,659

16.	Supplemental cash flow information
The following provides a reconciliation of the cash flows from convertible debentures and derivative liabilities :

		Three months ended April 30,						Six months ended April 30,
		2020			2019			2020			2019
Balance - beginning of period	$	4,710,853		$	3,660,166		$	3,364,499		$	3,126,687
Cash flows from financing activities:
Proceeds from issuance of convertible debentures		90,000			70,521			430,177			376,521
Repayments of convertible debentures		(138,844	)		(15,030	)		(194,123	)		(170,663	)
Non-cash changes:
Accretion expense		295,490			410,888			475,563			805,083
Accrued interest on convertible debentures		70,917			34,204			109,666			74,937
Gain on revaluation of derivative liabilities		(1,434,549	)		(585,583	)		(282,425	)		(318,003	)
Gain on extinguishment of debt		(110,102	)		(3,181	)		(116,675	)		(707	)
Convertible debentures converted into common shares		(115,801	)		(249,597	)		(400,913	)		(557,098	)
Renewal of convertible debentures		(2,801	)		(34,778	)		(10,331	)		(56,447	)
Foreign exchange gain		(140,259	)		(45,725	)		(150,534	)		(38,425	)
Balance - end of period	$	3,224,903		$	3,241,885		$	3,224,903		$	3,241,885

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

		Three months ended April 30,						Six months ended April 30,
		2020			2019			2020		2019
Professional, other fees, and salaries	$	(6,769	)	$	(9,123	)	$	-	$	-
Stock-based compensation		-			-			-		-
	$	(6,769	)	$	(9,123	)	$	-	$	-

During the six months ended April 30, 2020 and 2019, these parties were not awarded any options.
(b)	Trade payables and other liabilities
As at April 30, 2020 and October 31, 2019, the Company reports in trade payables and other liabilities, a balance owing to the former President of MAST of $193,174 which represents alleged outstanding wages payable, see Note 18(b).
As at April 30, 2020 and October 31, 2019, the Company reports $167,000 in trade payables and other liabilities owing to a company whose major shareholder is a director of the Company and who has also previously served as its Chief Technology Officer. This individual was elected as a director on February 19, 2014. The balance reported relates to alleged services provided in 2015; there have been no invoices submitted by this related party after October 31, 2015.
(c)	Convertible debentures
In May 2019, the CEO of the Company subscribed for a short-term loan of $15,000 CDN ($11,450 USD). At April 30, 2020, the loan principal was fully repaid (October 31, 2019 - $10,000 CDN, $7,582 USD).

In January 2018, the CEO of the Company subscribed for a convertible debenture of $150,000 CDN ($114,086 USD). At April 30, 2020, $20,001 CDN ($14,379 USD)(October 31, 2019 - $52,319 CDN, $39,756 USD) in loan principal remains outstanding.
18.	Contingencies
(a)	The Company has agreed to indemnify its directors and officers and certain of its employees in accordance with the Company's by-laws. The Company maintains insurance policies that may provide coverage against certain claims.
(b)	On October 7, 2018, the former President of MAST, Inc. (a wholly-owned subsidiary), Mr. Steven Van Fleet, filed a lawsuit against Micromem and MAST in New York State Supreme Court, Dutchess County. In the action, Mr. Van Fleet is seeking payment of $214,574 plus interest relating to alleged remuneration and expense reimbursements due to him prior to his resignation as an officer and director of Micromem and MAST on August 17, 2018. The Company answered the complaint on December 7, 2018 by denying the material allegations in Mr. Van Fleet's claims. In addition, the Company interposed 7 counterclaims against Mr. Van Fleet seeking, among other things: (i) damages of not less than $2.75 million, (ii) specific performance to compel Mr. Van Fleet to comply with his contractual obligations which were required for the period of time that he served as an officer and director through to his resignation date; (iii) repayment of certain salary and expenses paid to Mr. Van Fleet; (iv) a direction for Mr. Van Fleet to turn over all Company property in his possession or control; (v) an accounting to determine all money and property belonging to the Company and/or MAST. On January 24, 2019, the Company amended its original answer and counterclaims to include, among other things, a demand for additional damages based on new information that had come to light. On February 8, 2019, Mr. Van Fleet, through his counsel, replied to and denied the material allegations in Micromem's counterclaims. The Company reports an accrual of $205,788 at October 31, 2019 with respect to alleged remuneration and expense reimbursements claimed by Mr. Van Fleet but, nonetheless, has denied the allegations in Mr. Van Fleet's claims. The matter is currently at the pre-trial stage, pending discoveries and remains as a contingency at June 25, 2020.
19.	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 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 April 30, 2020, balances that are denominated in Canadian dollars are as follows:

		CDN
Cash	$	16,929
Prepaid expenses and other receivables	$	22,085
Trade payables and other liabilities	$	119,216
Convertible debentures	$	1,922,420
Derivative liabilities	$	411,050
Long-term loan	$	40,000

	A 10% strengthening of the US dollar against the CDN would decrease accumulated deficit by $182,757 as at April 30, 2020 (October 31, 2019 - decrease accumulated deficit by $126,371). 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.
(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 April 30, 2020.
(i)	Trade payables
	The following represents an analysis of the maturity of trade payables:

		As at April 30,		As at October 31,
		2020		2019
Less than 30 days past billing date	$	17,292	$	18,201
31 to 90 days past billing date		37,641		13,259
Over 90 days past billing date		706,380		781,230
	$	761,313	$	812,690

As at April 30, 2020, trade payables include $540,000 (October 31, 2019 - $334,000) of invoices which the Company has disputed and/or are stale-dated. The Company does not anticipate that it will be required to discharge such amounts.

19.	Financial risk management (continued)
(c)	Liquidity risk (continued)
	(ii)	Convertible debentures and derivative liabilities
		The following represents an analysis of the maturity of the convertible debentures and derivative liabilities:

		As at April 30,				As at October 31,
		2020				2019
		Convertible debentures		Derivative liabilities		Convertible debentures		Derivative liabilities
Less than three months	$	1,315,718	$	132,388	$	754,799	$	75,528
Three to six months		1,113,337		320,129		1,168,349		71,326
Six to twelve months		424		342,907		675,926		618,571
	$	2,429,479	$	795,424	$	2,599,074	$	765,425

(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, development costs receivable, and other receivables. The maximum exposure to credit risk is the carrying value of these financial assets, which amounted to $35,581 as at April 30, 2020 (October 31, 2019 - $46,056). The cash 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 unaudited condensed interim consolidated financial statements.
20.	Fair value hierarchy
Assets and liabilities recorded at fair value in the unaudited condensed interim 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 unaudited condensed interim 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 unaudited condensed interim 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 unaudited condensed interim 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 three and six months ended April 30, 2020 and 2019, there were no transfers between levels.
21.	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 three and six months ended April 30, 2020.
22.	Subsequent events
Subsequent to April 30, 2020:
(a)	The Company realized net proceeds of $107,820 and issued a total of 6,774,053 common shares on the conversion of convertible debentures.
(b)	The Company extended convertible debentures that were within 3 months of maturity date from April 30, 2020. Extension terms ranged from 3 months to 12 months.

EX-99.2

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

NOTICE TO READER

The Management's Discussion and Analysis ("MD&A") report for Micromem Technologies Inc. for the three months ending April 30, 2020, as attached, is dated as of June 25, 2020, consistent with the date of the Independent Registered Public Accounting Firm report and with the 52-109F1R CEO and CFO certification filings related thereto.

/s/ Dan Amadori Dan Amadori, CFO June 25, 2020        /s/ Joseph Fuda
Joseph Fuda, CEO
June 25, 2020

1

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

INTRODUCTION

The following sets out the Management's Discussion and Analysis ("MD&A") of the financial position and result of operations for the three months ending April 30, 2020 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, 2019 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. The Company incorporated Micromem Applied Sensor Technologies Inc. ("MAST") as a wholly - owned subsidiary 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, 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, the potential impact of health related pandemics on overall market conditions, 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.

2

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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3

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

TABLE OF CONTENTS:

1.	OVERVIEW
2.	COMMENTARY ON CONVERTIBLE DEBENTURES
3.	PROJECT UPDATES
4.	DISCUSSION OF OPERATING RESULTS
5.	RISKS AND UNCERTAINTIES
6.	GOING CONCERN
7.	OTHER MATTERS
8.	SUBSEQUENT EVENTS

4

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

1. OVERVIEW

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

Financing:

In summary, the Company secured the following financing during this reporting period:

In Q2 2020 the Company secured $43,593 of financing from private placement subscriptions (2019: $52,968), and $90,000 (2019: $70,521) from the issuance of convertible debentures.

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. 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 - may be 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 2; in summary there are several non-cash related income and expense charges that arise from such remeasurements.  We recorded the following non-cash charges in the period ending April 30, 2020 and 2019:

Changes		2020			2019			Changes
Accretion expense	$	295,490		$	410,888		$	115,398
Loss on conversion of debentures		21,417			2,308			(19,109	)
Gain on revaluation of derivatives		(1,434,549	)		(585,583	)		(848,966	)
(Gain) loss on extinguishment of debentures		(110,102	)		(3,181	)		(106,921	)
Net expense	$	(1,227,744	)	$	(175,568	)	$	(859,598	)

There is no impact on the Company's cash flow for these non-cash charges.

Business Development:

(a)Chevron:

We have maintained a dialogue with Chevron personnel during Q2; our most recent communication was via phone call in early June.  Chevron has completed their test sampling from the live trials which commenced in 2019.  Our technology performed as anticipated in the live trials.  Chevron continues to pursue certain enhanced oil recovery projects outside of North America.  Despite the downturn in the energy sector to date in 2020, we continue to anticipate positive developments with respect to commercial sales of the ARTRA technology to Chevron.  Given the disruptions resulting from the COVID 19 pandemic, the timing for such commercialization will be delayed and cannot, at this stage, be reasonably determined.

(b)Romgaz:

We continue our regular dialogue with Romgaz.  The COVID 19 pandemic has resulted in delays with respect to the execution of initial purchase orders by Romgaz, as referenced in our MD&A report last issued on March 26, 2020.  Our most recent communication with Romgaz was on June 19^th.  We are organizing our team members who will participate in the go forward Romgaz discussions over the balance of the 2020 fiscal year.  We anticipate that initial purchase orders will be received from Romgaz before October 31, 2020 and that the initial interactions and planning with the Romgaz team will take place within that timeframe.

(c)Repsol S.A.:

There has been no change in the status of our dealings with Repsol from our MD&A report filed on March 26, 2020 relating to the quarter ending January 31, 2020.

(d)Other:

In January - February 2020, we engaged in discussions with two large companies, each engaged in the oil well tracer services business.  Each have expressed interest in the ARTRA technology and in the work that we have completed with Chevron and are pursuing with Romgaz. We expect to pursue these discussions further once the Romgaz opportunity is underway.

We continue our discussions with Entanglement Technologies Inc. ("Entanglement") with respect to their participation in our go forward activity with Chevron, Romgaz and other potential opportunities.  Entanglement has developed the ARTRA technology to date working with Micromem. A Memorandum of Understanding between Micromem and Entanglement is currently being drafted which addresses our go forward working relationship.

6

Covid -19:

The impact on the Company of the COVID 19 pandemic during Q2, 2020 is discussed below; we have taken the appropriate steps to maintain our business and to protect our 5 person staff to ensure their wellbeing:

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

b.We have reduced employee's salaries by 35% and the Company is utilizing the Canada Employment Wage Subsidy program from the Federal government.

c.We have utilized the Canadian Federal government small business loan program and secured $40,000 CDN term loan which is as described in our consolidated financial statements. 

d.We are in regular phone and electronic contact with our key service providers, subcontractors and customers.

e.All business-related travel has been suspended as of March 10, 2020.

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

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7

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

2.  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 investor.

a)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.

b)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 with respect to the following:

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 after 6 months based on a formulaic calculation, denominated in Canadian dollars or U.S. dollars, the latter being the functional currency of the Company and its subsidiaries).

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

c)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.

8

(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, on a quarterly basis, we are required to report this gain or loss on the revaluation in our quarterly consolidated statement of income.

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

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

(3) Impact on 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 consolidated financial statements.

(b)Over time, subject to significant volatility in the share price, we generally report a gain on the settlement of the derivative liability.

(c)The calculated effective interest rate on debt can be substantial. To illustrate, (for example) if the reported 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 (in the Q2 financial statements) as  high as 5368% representing the rate that would be required  to step up the  reported value to the face value over  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 on revaluation of derivatives in a non -cash item.

c)Loss or gain on extinguishment of debentures  is a non -cash item.

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

9

(4) Additional Comments:

The Company notes the following:

i)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.

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

iii)The use of convertible debentures has served to increase our outstanding number of shares over the past few years. 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.

(5) Activity in the quarter ending April 30, 2020:

The activity in the quarter ended April 30, 2020 with respect to our convertible debt obligations included:

(a)We converted three US denominated loans totaling $120,063 into common shares.  In so doing we issued a total of 4,145,688 common shares.

(b)We fully repaid one Canadian denominated loan totaling $30,000 CDN ($21,576 USD), one US denominated loan totaling $80,000 and partially repaid one Canadian loan totaling $10,600 CDN ($7,620 USD).

(c)We renewed six Canadian denominated loans totaling $1,142,443 CDN ($821,302 USD) and four US denominated loans totaling $592,000.  The renewal terms were set on a loan by loan basis for a period of 3 to 6 months.

(d)We secured two additional US denominated debentures totaling $112,250 and one Canadian denominated loan for $51,500 CDN ($7,500 USD) with terms of 3 to 12 months.

Of particular note in Q2 is a large (non-cash) gain on revaluation of derivative liabilities in the amount of $1,434,549 (2019: $533,583). The basis for this large non-cash gain is explained as follows:

(a)There is a revaluation of the derivative liability at each quarter end using either Black Scholes or binomial pricing models.

(b)There has been less volatility in the Company's share price in Q2 verses Q1; the daily closing price of the shares has decreased over the quarter.  Price volatility directly impacts revaluation.

10

(c)The Company renewed and extended a number of short-term convertible debentures in Q2 at the maturity date of these loans. In closing out the derivative liability reported for each of these loans, the elimination of the derivative liability is recorded as a gain on revaluation at that time when the derivative liability is reset to nil and then reestablished for the newly renewed loans. 

(d)The loss of $1,152,124 on revaluation of derivative liabilities reported in Q1 2020  was a non-cash charge as is the gain on revaluation of derivative liabilities of $1,434,549 reported in Q2.2020.  Our experience, over the past 4 years, is that the initial quarterly loss is typically recovered in subsequent quarters as the loan term expires or when the debt is converted or repaid.

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11

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

3.  PROJECT UPDATES:

Since the resignation of Mr. Van Fleet in August 2018, the Company has worked diligently to establish an improved dialogue with its active strategic partners.  Its management has engaged with Chevron and Repsol as well as with its engineering and design subcontractors.  It has forged a new business relationship with Romgaz, based in Romania and has engaged with additional engineering manufacturing and marketing resources to provide it with specialized expertise.  The Company's CEO and CFO, under the guidance of its active board members, have assumed these responsibilities.

Update of Product Development Activity at April 30, 2020

The current status of our active development projects is as reported below:

(a)Chevron:

We have maintained a dialogue with Chevron personnel during Q2; our most recent communication was via phone call in early June.  Chevron has completed their test sampling from the live trials which commenced in 2019.  Our technology performed as anticipated in the live trials.  Chevron continues to pursue certain enhanced oil recovery projects outside of North America.  Despite the downturn in the energy sector to date in 2020, we continue to anticipate positive developments with respect to commercial sales of the ARTRA technology to Chevron.  Given the disruptions resulting from the COVID 19 pandemic, the timing for such commercialization will be delayed and cannot, at this stage, be reasonably determined.

(b)Romgaz:

We continue our regular dialogue with Romgaz.  The COVID 19 pandemic has resulted in delays with respect to the execution of initial purchase orders by Romgaz, as referenced in our MD&A report last issued on March 26, 2020.  Our most recent communication with Romgaz was on June 19^th.  We are organizing our team members who will participate in the go forward Romgaz discussions over the balance of the 2020 fiscal year.  We anticipate that initial purchase orders will be received from Romgaz before October 31, 2020 and that the initial interactions and planning with the Romgaz team will take place within that timeframe.

(c) Repsol S.A.

There has been no change in Q2 with respect to the status of our dealings with Repsol from our MD&A report filed on March 26, 2020 relating to the quarter ending January 31, 2020.

12

(d)Other:

In January - February 2020, we engaged in discussions with two large companies, each engaged in the oil well tracer services business.  Each have expressed interest in the ARTRA technology and in the work that we have completed with Chevron and are pursuing with Romgaz. We expect to pursue these discussions further once the Romgaz opportunity is underway.

We continue our discussions with Entanglement Technologies Inc. ("Entanglement") with respect to their participation in our go forward activity with Chevron, Romgaz and other potential opportunities.  Entanglement has developed the ARTRA technology to date working with Micromem. A Memorandum of Understanding between Micromem and Entanglement is currently being drafted which addresses our go forward working relationship.

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13

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

4.  DISCUSSION OF OPERATING RESULTS:

(a)  Financial Position as at April 30, 2020:

	April 30, 2020		October 31, 2019
	('$000)		('$000)
Assets
Current
Cash	36		46
Prepaid expenses and other receivables	27		15
Total current assets	63		61
Property and equipment, net	63		3
Patents, net	16		20
Total assets	142		84
Liabilities
Current
Accounts payable and accrued liabilities	887		998
Current lease liability	36		-
Convertible debentures	2,429		2,599
Derivative liability	795		765
Total current liabilities	4,149		4,362
Long-term lease liability	26		-
Long-term loan	28		-
Total liabilities	4,203		4,362
Shareholders' Deficiency
Share capital	85,022		84,154
Contributed surplus	27,768		27,758
Equity component of convertible debentures	43		50
Accumulated deficit	(116,894	)	(116,240	)
Total shareholders' deficiency	(4,062	)	(4,278	)
Total liabilities and shareholders' deficiency	142		84

Commentary:

1. The Company's working capital deficiency is $4,085,673 at April 30, 2020 (at October 31, 2019: deficiency of $4,301,324).

2.	At October 31, 2019 the Company decided to suspend its provisional patent filings in jurisdictions outside the United States where it has been issued several patents.  It recorded an impairment reserve of $223,143 at October 31, 2019.  There were no patent related expenditures in the 3 months ended April 30, 2020; the Company recorded $2,123 of amortization expense in the period ended April 30. 2020. The Company believes that its patents are a valuable 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 2020 through convertible bridge loans.  Refer to the detailed commentary in Section 2 of this MD&A document.
	The balance reported as bridge loans at April 30, 2020 is $2,429,479 (at October 31, 2019: $2,599,074) and the related derivative liability balance is $795,424 (at October 31, 2019: $765,425). The Company reports accretion expense on these debentures of $295,490 (2019: $410,888), a loss on the conversion of bridge loans to share capital of $21,417 (2019: $2,308), a gain on the revaluation of the underlying derivative liabilities of $1,434,549 (2019: $585,583) and a gain on extinguishment of convertible debentures gain of $110,102 (2019: 3,181). Management primarily employs a Black Scholes valuation model for measurement purposes; for certain of the loan transactions that is has contracted for, it uses a binomial measurement model. Management acknowledges that:

a.The cost of financing to the Company is significant; interest on the bridge loans is substantial. In Q2 2020 we reported $113,739 of interest expense (2019: $119,727).

b.The accounting for these transactions creates complexities in our financial reporting.

c.The judgements utilized are based on specific assumptions which, if changed, would generate different results. The significant point to note is that these charges are non-cash charges with no impact on the Company's cash flow.

15

4. Operating Results:  The following table summarizes the Company's operating results for the three months ended April 30, 2020 and 2019:

Discussion of Operating Results

	Quarter ended April 30,
	2020 ($000)	2019 ($000)
General and administration	32	58
Professional fees and salaries	92	69
Development costs (recovery)	-	(34)
Travel and entertainment	8	11
Amortization of property and equipment	7	1
Amortization of patents	2	39
Foreign exchange gain	(127)	(41)
Accretion expense	295	411
Interest expense	114	120
Financing costs	28	1
Gain on revaluation of derivatives	(1,435)	(586)
Loss on conversion of debentures	21	2
Gain on extinguishment of convertible debentures	(110)	(3)
Net expenses	(1,072)	48
Net comprehensive income (loss)	1,072	(48)
Income (loss per share)	-

Commentary:

In addition to the commentary above regarding the impact of the bridge loans on the Company's operating results, we note the following.

(a)General and Administration costs include $9,539 of rent (2019: $15,599), the Company has sublet a portion of its premises; $978 of office insurance (2019: $13,349), the Company canceled its D&O insurance in 2019; $18,405 of investor relations and filing fees (2019: $19,123); and $3,492 of other expenses (2019: $10,104)

(b)Professional fees and salaries totaled $91,782 (2019: $69,130).  The components include:

(i)Professional fees relating to legal and audit related services of $28,797 (2019: $22,593).

(ii)Consulting fees of $22,875 (2019: recovery $8,358)

(iii)Salaries and benefits of $40,110 (2019: $54,394).  The CEO and CFO currently receive minimal or no compensation for services provided.  No compensation is being paid to the Company's directors.

Unaudited Quarterly Financial Information - Summary

Three months ended (unaudited)	Revenues	Expenses	Income (loss) in period	Loss per share
	$	$	$	$
July 31, 2018	-	(22,711)	22,711	-
October 31, 2018	-	331,264	(331,264)	-
January 31, 2019	-	1,110,303	(1,110,303)	-
April 30, 2019	-	48,088	(48,088)	-
July 31, 2019	-	554,533	(554,533)	-
October 31, 2019	-	1,119,940	(1,119,940)	-
January 31, 2020	-	1,726,023	(1,726,023)	-
April 30, 2020	-	(1,071,746)	1,071,746

Three months ended (unaudited)	Working capital (deficiency)	Capital assets at NBV	Other Assets	Total Assets	Shareholders' equity (deficit)
	$	$	$	$	$
July 31, 2018	(3,639,419)	7,275	427,179	605,309	(4,088,047)
October 31, 2018	(3,828,503)	9,228	396,105	710,737	(3,423,170)
January 31, 2019	(4,488,643)	8,434	364,296	473,177	(4,115,813)
April 30, 2019	(4,158,247)	7,639	326,358	379,334	(3,824,250)
July 31, 2019	(4,189,540)	6,847	149,177	189,025	(4,033,516)
October 31, 2019	(4,301,324)	2,677	20,000	83,484	(4,278,647)
January 31, 2020	(5,387,954)	70,046	18,000	296,256	(5,331,481)
April 30, 2020	4,085,673	63,120	15,877	141,860	(4,061

The net income reported for the quarter ended April 30, 2020 includes non-cash related expenses with respect to accretion expense of $295,490 (2019: $410,888), a gain on revaluation of derivative liabilities of $1,434,549 (2019: $585,583),  a loss on conversion of convertible debentures of $21,417 ( 2019:$3,181 ). The non-cash component of the income reported in Q2 totaled $1,227,744.

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MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

5.  RISKS AND UNCERTAINTIES

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

Stage of Development of Technology:

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

Customers' Willingness to Purchase:

We have entered into joint development agreements whereby our prototype products are being subjected to rigorous testing by our partners. We expect to be successful in completing remaining development work on 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 spent time and effort and incurred significant costs with respect to the maintenance and development of our intellectual property portfolio. Given the nature of IP development, the Company is subject to continuing risks that our patents could be successfully challenged and that our patent pending files may not ultimately be granted full patent status. The Company does not have extensive in-house resources so as to manage its IP portfolio in this environment and has traditionally relied heavily on its patent attorneys for these services.

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Financing:

The Company has successfully raised funding over the past several years 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.

Outstanding Lawsuit:

The Company is engaged in a lawsuit with Mr. Steven Van Fleet who, until his resignation on August 17, 2018, served as a director of the Company and as the President of the Company's wholly-owned subsidiary, MAST, Inc.  This matter is discussed further in Section 7 (c) - Contingencies - in this report.  The outcome of this lawsuit has not been determined at this stage.

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:

We reference the Company's current efforts with respect to how it is dealing with the current pandemic to protect its business and its staff as reported in Section 1 of this report.  There is substantial uncertainty as to the duration of the pandemic.  If the pandemic continues for an extended period of time, there will be repercussions to the Company's ongoing business which could be significant.

19

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

6.  GOING CONCERN

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

There are material uncertainties related to conditions and events that cast significant doubt about the Company's ability to continue as a going concern for a reasonable period of time in future.  During the three months ended April 30, 2020 the Company reported a net income and comprehensive income of $1,071,746 (2019 - net loss and comprehensive loss of $48,088) and negative cash flow from operations of $166,230 (2019 - $177,530).  The Company's working capital deficiency as at April 30, 2020 is $4,085,673 (October 31, 2019 - $4,301,324).

The Company's future success depends on the profitable commercialization of its proprietary magnetic 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 2020 and beyond; however, the ability of the Company to continue as a going concern is dependent on its ability to secure additional financing and/or to profitably commercialize its technology. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

If the "going concern" assumption were 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.

**********

20

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 25, 2020

7.  OTHER MATTERS

(a)  Critical Accounting Policies:

The accounting policies the Company believes are critical to the financial reporting process include foreign currency translation, financial instruments, compound and hybrid financial instruments, derivative liabilities, conversion features of bridge loans, patents, impairment of long-term assets, deferred development costs, stock-based compensation and income taxes.  These critical accounting policies are set forth in Note 4 to our audited consolidated financial statements as of October 31, 2019 and as updated in Note 4 to our consolidated financial statements as of April 30, 2020.

(b)  Commitments:

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 $48,060 CDN, years 2-5: $56,070 CDN.

(c)  Contingencies:

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.

On October 7, 2018, the former President of MAST, Inc. (the Company's wholly-owned subsidiary), Mr. Steven Van Fleet, filed a lawsuit against Micromem and MAST in New York State Supreme Court, Dutchess County.  In the action, Mr. Van Fleet is seeking payment of $214,574 plus interest relating to alleged remuneration and expense reimbursements due to him prior to his resignation as an officer and director of Micromem and MAST on August 17, 2018. The Company answered the complaint December 7, 2018 by denying the material allegations in Mr. Van Fleet's claims.  In addition, the Company interposed 7 counterclaims against Mr. Van Fleet seeking, among other things: (i) damages of not less than $2.75 million, (ii) specific performance to compel Mr. Van Fleet to comply with his contractual obligations which were required for the period of time that he served as an officer and director through to his resignation date; (iii) repayment of certain salary and expenses  paid to Mr. Van Fleet; (iv) a direction for Mr. Van Fleet to turn over all Company property in his possession or control; (v) an accounting to determine all money and property belonging to the Company and/or MAST. On January 24, 2019, the Company amended its original answer and counterclaims to include, among other things, a demand for additional damages based on new information that has come to light. On February 8, 2019 Mr. Van Fleet, through his counsel, replied to and denied the material allegations in Micromem's counterclaims. The Company reports an accrual of $205,788 at April 30, 2020 with respect to alleged remuneration and expense reimbursements claimed by Mr. Van Fleet but, nonetheless, has denied the allegations in Mr. Van Fleet's claims.  This matter is currently at the pre-trial stage and remains as a contingency at June 25, 2020.

21

In addition to the above, 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.   

(d)  Off-Balance Sheet Arrangements:

At April 30, 2020, the Company has no off-balance sheet financial commitments and does not anticipate entering into any contracts of such nature.

(e)  Share Capital

At April 30, 2020 the Company reports 377,034,665 common shares outstanding (2019: 281,074,704). Additionally, the Company has 5,730,000 stock options outstanding with a weighted average exercise price of $0.25 per share (2019: 5,730,000 options outstanding with a weighted average exercise price of $0.25 per share).

(f)  Management and Board of Directors

There have been no changes during the three months ended April 30, 2020 to the acting officers and directors whom are engaged with the Company.

Our management team and directors, along with their year to date remuneration, is presented as below:

Individual	Position	2020 remuneration
		Cash	Options	Total
Joseph Fuda	President, Director	9,124	-	9,124
Oliver Nepomuceno	Director	-	-	-
Alex Dey	Director	-	-	-
Brian Von Herzen	Director	-	-	-
Dan Amadori	CFO	-	-	-

(g)Transactions with Related Parties

The Company reports the following related party transactions:

(i)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 in the 3 month period ending April 30, 2020, is summarized as:             

		2020		2019
Professional, other fees and salaries	$	6,769	$	-
Stock based compensation		-		-
	$	6,769	$	-

(ii) Trade payables and other liabilities:             

As at April 30, 2020 and October 31,2019 the Company reports in trade payables and other liabilities, a balance owing to the former President of MAST of $193,174 which amount represents alleged outstanding wages payable; refer to Section 7(c) - Contingencies, as above.                           

As at April 30, 2020 and October 31, 2019 the Company includes $167,000 in trade payables and other liabilities owing to a company whose major shareholder is a director of the Company and who has also served as its Chief Technology Officer. This individual was elected as a director on February 19, 2014. The balance reported relates to alleged services provided in 2015; there have been no invoices submitted by this related party after October 31, 2015.                             

(iii)Convertible debentures

In May 2019, the CEO of the Company subscribed for a short-term loan of $15,000 CDN ($11,450 USD). At January 31, 2020, the loan principal was fully repaid (outstanding at October 31, 2019 - $10,000CDN; $7,582 USD).                                                       

In January 2018, the CEO of the Company provided a convertible debenture of $150,000 CDN ($114,138 USD). At April 30, 2020 $20,001 CDN ($14,379 USD) (October 31, 2019 - $52,319 CDN, 39,756 USD) in loan principal remains outstanding.

(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 2020, 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 April 30, 2020 there are 5,730,000 options outstanding at an average exercise price of $0.25 per share

Capital Resources:   We have no commitments for capital expenditures as of April 30, 2020.

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24

MICROMEM TECHNOLOGIES INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED APRIL 30, 2020

PREPARED AS OF JUNE 30, 2020

8. SUBSEQUENT EVENTS

  Subsequent to April 30, 2020:                                                                     

(a)The Company realized net proceeds of $107,820 and issued a total of 6,774,053 common shares on the conversion of convertible debentures.

(b)The Company extended convertible debentures that were within 3 months of maturity date from April 30, 2020. Extension terms ranged from 3 months to 12 months.

25

EX-99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.Review:  I have reviewed the interim financial report and interim MD&A (together the "interim filings") of Micromem Technologies Inc., (the Issuer) for the interim period ended April 30, 2020.

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

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

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

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

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

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

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

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

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

5.2not applicable

5.3not applicable

6.Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on November 1, 2019 to April 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  June 25, 2020

/s/ Joseph Fuda

___________________________________________

Joseph Fuda

President and Chief Executive Officer

EX-99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1.Review:  I have reviewed the interim financial report and interim MD&A (together the "interim filings") of Micromem Technologies Inc., (the issuer) for the interim period ended April 30, 2020.

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

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

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

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

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

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

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

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

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

5.2not applicable

5.3not applicable

6.Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on November 1, 2019 to April 30, 2020 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date:  June 25, 2020

/s/ Dan Amadori

___________________________________________

Dan Amadori

Chief Financial Officer