INTRODUCTION
Abbreviations
Throughout this document, Micromem Technologies Inc. and/or its affiliates are referred to as "Micromem", the "Company", "we", "us" or "our".
Forward Looking and Cautionary Statements
This Form 20-F contains certain forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the business of our Company and the industry in which we operate, our management's beliefs, and assumptions made by our management. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks" and "estimates," variations on such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Our actual results could differ materially from those expressed or forecasted in these forward-looking statements as a result of certain factors, including those set forth under Item 3-Key Information - Risk Factors and elsewhere in this Form 20-F.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. Selected Financial Data
Fiscal Years 2021, 2020, 2019, 2018 and 2017
The following table sets forth our selected consolidated financial data in United States dollars as of and for each of the fiscal years ended October 31, 2021, October 31, 2020, October 31, 2019, October 31, 2018 and October 31, 2017. The selected consolidated financial data has been derived from our audited consolidated financial statements. All information contained in the following table should be read in conjunction with our audited consolidated financial statements and the notes thereto in "Item 18-Financial Statements" and "Item 5 - Operating and Financial Review and Prospects" included elsewhere in this Annual Report on Form 20-F.
Our consolidated financial statements for the years ended October 31, 2021, 2020, 2019, 2018 and 2017 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
International Financial Reporting Standards
Selected balance sheet information
(all amounts in U.S. dollars)
| | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
| | | | | | | | | | | | | | | | |
| Working Capital (deficiency) | | (3,452,924 | ) | | (4,202,571 | ) | | (4,301,324 | ) | | (3,828,503 | ) | | (3,865,390 | ) |
| Capital Assets | | 26,012 | | | 49,249 | | | 2,677 | | | 9,228 | | | 9,822 | |
| Total Assets | | 225,293 | | | 278,026 | | | 83,484 | | | 710,737 | | | 916,643 | |
| Capital Stock | | 86,815,836 | | | 85,463,642 | | | 84,153,696 | | | 82,282,903 | | | 80,198,194 | |
| Shareholders' equity (deficiency) | | (3,471,278 | ) | | (4,187,342 | ) | | (4,278,647 | ) | | (3,423,170 | ) | | (3,424,106 | ) |
Selected statement of operations and deficit information
(all amounts in U.S. dollars)
| | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
| Interest and other income | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| Research and development expenses (recovery) | | - | | | - | | | (41,546 | ) | | (130,069 | ) | | 147,008 | |
| General and administrative and other expenses (6) | | 1,005,173 | | | 948,420 | | | 1,599,137 | | | 1,742,463 | | | 3,004,027 | |
| (Gain) on revaluation of derivative liabilities (1) | | (2,547,192 | ) | | (771,920 | ) | | (343,436 | ) | | (1,094,718 | ) | | (1,614,822 | ) |
| (Gain) Loss on conversion of debt (2) | | (9,506 | ) | | 96,484 | | | 101,919 | | | 63,852 | | | 1,009,680 | |
| Loss (Gain) on extinguishment of debt (5) | | 1,018,928 | | | (127,409 | ) | | (646 | ) | | (399,191 | ) | | - | |
| Accretion Expense (3) | | 1,169,921 | | | 1,099,818 | | | 1,517,436 | | | 2,039,344 | | | 1,358,101 | |
| Stock compensation expense (4) | | 360,044 | | | - | | | - | | | 140,612 | | | 442,206 | |
| Loss before income taxes | | (1,012,978 | ) | | 1,245,393 | | | 2,832,864 | | | (2,362,239 | ) | | (4,346,200 | ) |
| Net Loss | | (1,012,978 | ) | | (1,245,393 | ) | | (2,832,864 | ) | | (2,362,239 | ) | | (4,346,200 | ) |
| 1) | (Gain) on revaluation of derivative liabilities for 2021, 2020, 2019, 2018 and 2017 above relates to the measurement of the derivative liabilities relating to the outstanding convertible bridge loans. The gain as reported is a non-cash charge which is calculated in accordance with IFRS. |
| 2) | Loss on conversion of debt relates to the inducement of additional common shares issued to the bridge loan lenders who converted their bridge loans to common shares. |
| 3) | Accretion expense is a non-cash expense calculated in accordance with IFRS and relates to increasing the face value of the debt to the contracted amount over the term of the loan. |
| 4) | Stock compensation expense is a non-cash expense calculated in accordance with the Black Scholes option pricing model. |
| (5) | Loss (Gain) on extinguishment of debt relates to the replacement of an existing debt instrument at maturity date with a new debt instrument reflecting revised renewal terms at maturity date. |
| (6) | Includes general and administrative expenses, professional fees, other fees, salaries, travel and entertainment expenses, amortization expense, foreign exchange loss, interest expense and financing costs. In 2020 we also report the recovery of a reserve of $205,788 for litigation costs which was recorded in 2018-19. In 2021 we report a recovery of stale dated accounts payable of $422,982. |
Currency and Exchange Rates
Our financial statements are all expressed in United States dollars. All other financial data appearing in this Form 20-F are expressed in United States dollars with the exception of certain limited cases when reference is made to instruments denominated in Canadian dollars ("CDN $").
Transactions that were conducted in Canadian dollars or other foreign currencies have been converted into United States dollars using the 3 month average rate of exchange per quarter which rate approximates the rate of exchange prevailing at the date of such transactions. Monetary assets and liabilities denominated in Canadian dollars or other foreign currencies but expressed in this Form 20-F in United States dollars have been converted into United States dollars at the rate of exchange prevailing on the date of the applicable financial statement. Non-monetary assets and liabilities denominated in Canadian dollars but expressed in this Form 20-F in United States dollars have been converted into US dollars at the historical exchange rate at the date of the transaction.
The following table sets forth, for the periods indicated, the high, low, end of period and average for period based on the Noon Buying Rates as published by the Bank of Canada, as expressed in the amount of U.S. Dollars equal to one Canadian dollar.
| | 2021 | 2020 | 2019 | 2018 | 2017 | |
| High for period | 0.8111 | 0.7863 | 0.7699 | 0.7513 | 0.8245 | |
| Low for period | 0.7903 | 0.6898 | 0.7353 | 0.8138 | 0.7276 | |
| End of period | 0.8075 | 0.7854 | 0.7699 | 0.7609 | 0.7971 | |
| Average for period | 0.0841 | 0.7461 | 0.7529 | 0.7767 | 0.7708 | |
The following table sets forth, for each period indicated, the high and low exchange rates for United States dollars expressed in Canadian dollars on the last day of each month during such period, based on the Noon Buying Rate.
| | February | March | April | May | June | July |
| | 2021 | 2021 | 2021 | 2021 | 2021 | 2021 |
| High | 1.2828 | 1.2668 | 1.2617 | 1.2315 | 1.2419 | 1.2759 |
| Low | 1.2530 | 1.2455 | 1.2285 | 1.2051 | 1.2040 | 1.2343 |
| | August | September | October | November | December | January |
| | 2021 | 2021 | 2021 | 2021 | 2021 | 2022 |
| High | 1.2856 | 1.2828 | 1.2654 | 1.2792 | 1.2942 | 1.2741 |
| Low | 1.2497 | 1.2518 | 1.2329 | 1.2368 | 1.2642 | 1.2484 |
On February 18, 2022 the noon buying rate for one Canadian dollar, as quoted by the Bank of Canada, was CDN $1.2734 = U.S. $1.00.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
We and our investors face a number of risks, which are described below.
Risk Factors Related to Our Business
The financial statements of our Company have been prepared on a going concern basis.
We have prepared our financial statements on a "going concern" basis which presumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future.
Our ability to continue as a going concern is dependent upon the successful commercialization of our sensor technology platforms that we currently have under development with our industry partners. Ultimately, we must achieve a profitable level of operation through licensing fees, royalties and the commercial sale of our products. We will require additional financing in the interim to fund our activity.
At October 31, 2021 we had $171,397 of cash on hand. Our working capital deficiency is $3,452,924 at October 31, 2021. Subsequent to October 31, 2021, through to the date of the filing of this Annual Report on Form 20-F, we have raised an additional $351,000 through the issuance of convertible debentures and $101,590 through two private placements of equity.
Our consolidated financial statements, which have been prepared on a going concern basis, do not include any adjustments to the amounts and classifications of the assets and liabilities that might be necessary should we be unable to continue in business. If the going concern assumption was not appropriate for our financial statements then adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.
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. The Company has encountered delays in the commercialization plans for its technology with its primary customers. There remains considerable uncertainty as of this date as to the duration of the pandemic. If the pandemic continues for an extended period of time in 2022, there could be repercussions to the Company's ongoing business which could be significant.
We currently have no operating revenue.
We have not yet reported commercial revenues from licensing fees, royalties or product sales. If we fail to enter into license agreements or if we do not obtain purchase orders from potential customers, we will have no revenues. If we enter into such agreements the amount of the revenues we receive will depend on the terms we are able to secure from each licensee and the ability of licensees to compete in their particular market.
There are market risks relating to the sale of our sensor technology platforms.
We continued to develop applications of our sensor technology in 2021 working with our technical advisors and our strategic development partners. We are pursuing joint development agreements with potential strategic partners with the expectation that we will jointly develop sensor applications for use by these potential strategic partners. We believe that these current initiatives will result in revenues and cash flow to the Company in the future but there can be no assurance when and if such revenues will be achieved.
We may face competition from larger corporations which also sell sensor technology and who have greater financial resources than the Company.
Our success will in part be determined by the following factors which have not yet been fully and completely tested nor measured: the ability of manufacturers to incorporate the technology into existing manufacturing capabilities without significant retooling and material costs, price competitiveness and the differential performance advantages of our technology.
Additionally, our ability to compete successfully will depend on elements outside of our control, including the rate at which customers incorporate our technology into their products, the success of such customers in selling those products, our protection of our intellectual property, the number, nature and success of our competitors and their product introductions and general market and economic conditions. Our success will depend on our ability to protect our intellectual property, to develop, introduce, and license or sell in a timely manner our technology or products incorporating our technology and to compete effectively on the basis of factors such as speed, density, die size and power consumption.
Failure to secure continued financing will cause our business to suffer.
Since there is no assurance that commercial revenues will be realized in future, we will need additional financing to continue our development and to successfully market our technology to potential licensees and strategic partners.
There can be no assurance that we will be able to continue to raise sufficient financing in the future and the failure to do so would affect our ability to further develop our technology platforms and to market our products to existing and new potential customers.
Because our success and value depends in part on our ownership and use of intellectual property, our failure to protect our property could adversely affect our future growth and success.
Our success will depend, in part, on our ability to protect our intellectual property. We rely primarily on patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods to protect our proprietary technology and processes. Despite our efforts to do so, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology, develop similar technology independently or design around our patents. Policing unauthorized use of our products is expensive and difficult, and we cannot be certain that all required steps we have taken will prevent misappropriation or infringement of our intellectual property.
Intellectual property claims against us, no matter how groundless, could cause our business to suffer.
Our future success and competitive position depend in part on our ability to retain rights to our technology, including any improvements that may be made on that technology from time to time by us or on our behalf. Certain of our technology is patented or is subject to pending patent applications in the United States and abroad and we know of no challenge that has been made either against our technology or our rights to it. We have no reason to believe that any such challenge might be made or that the grounds for any such challenge exist. If any intellectual property litigation were to be commenced against us, no matter how groundless, the result could be a significant expense to us, adversely affecting further development, licensing and sales, diverting the efforts of our technical and management personnel and, in the event of an adverse outcome, damages and possible restrictions on the further development, licensing and use of our technology. There can be no assurance that any of our outstanding pending patent applications will be issued as patents or that any issued patent will not be determined to be invalid at a later date.
We have a history of losses, and we may continue to generate losses in future.
To date, we have operated as a product development company and have not been profitable. Unless and until we are able to successfully commercialize our technology applications, we may not be able to generate sufficient revenues in future periods and we may not be able to attain profitability.
The further development of our sensor technology may require significant additional capital which we may have to fund directly if we are unable to secure financing from development partners. Therefore, we may incur expenses without receiving equal and offsetting revenues at least until we are able to license our technology to third parties. This may result in net operating losses until we can generate an acceptable level of revenues. Further, even if we achieve operating revenues, there can be no assurance that such revenues will be sufficient to fund continuing operations.
The likelihood of the success of our business plan must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with developing and expanding early stage businesses and the competitive environment in which we operate.
We will be dependent upon the success of a limited range of products.
The range of products we intend to commercialize is currently limited to applications of our sensor technology. If we are not successful in commercializing our technology platforms, or if there is not adequate demand for such technology or the market for such technology develops less rapidly than we anticipate, we may not have the capability to shift our resources to the development of alternative products on a timely basis. This could limit future revenues and profitability.
We may not realize income from the licensing of our technologies if our licensees fail to commercialize the products that incorporate these technologies.
In order to generate revenues from our sensor technology platforms, we will need to enter into licensing arrangements with third parties who can integrate our technology into products that will gain acceptance in the market. We have not yet entered into any licensing agreements, and there is no assurance that we will be able to do so on acceptable terms in future. To the extent we are successful in licensing our technology; in general we will seek upfront payments plus ongoing royalties based on anticipated commercial sales of the products into which our technology is incorporated. Our ability to realize royalties will thus depend upon the successful manufacture and commercialization of such products, which will be primarily within the control of the licensee. There is no assurance that such licensees will be successful in marketing and selling such products. In addition, licensees could decide to delay or discontinue the commercialization of products for financial or other business reasons. Even if our licensees succeed in developing products that incorporate our technology, in all likelihood a significant amount of development and testing will be required before such products can be introduced to market. Therefore we may not receive royalty income for a substantial period following the commencement of any licensing arrangements. If our licensees are unable to commercialize products on a timely basis, they may lose market share to competing or alternative technologies. Any failure by the companies to which we license our technologies to successfully develop marketable products would have an adverse effect on our future royalty payments and financial condition.
In order to commercialize our future products, we will need to establish a sales and marketing capability.
At present, we have limited sales and marketing capability and our financial resources have been limited. We will need to add marketing and sales expertise and must also develop the necessary supporting distribution channels. Although we believe we can build the required infrastructure either in-house or through strategic relationships, we may not be successful in doing so. Failure to establish a sales force and distribution network would have an adverse effect on our ability to grow our business.
We depend on key personnel.
Our senior managers and employees are Joseph Fuda, who serves as our Chief Executive Officer, and Dan Amadori, who serves as our Chief Financial Officer. We have engaged the services of several engineering/technical consulting firms to assist in converting our development efforts to commercialization. Our success depends on our ability to retain certain of our senior management and key technical personnel, our ability to attract and retain additional highly skilled personnel in the future and to maintain our working relationships with our engineering and technical consulting firms to whom we have historically subcontracted our development work.
Steven Van Fleet resigned as President of our wholly-owned subsidiary, Micromem Applied Sensor Technologies, Inc. (MAST) in August 2018. Micromem has engaged other consultants since September 2018 to assist the Company after Mr. Van Fleet's departure. There can be no assurances that such efforts will be successful.
A depressed oil and gas sector could place our development projects at risk.
Certain of our development partners are engaged primarily in the oil and gas sector. If market conditions are depressed for this sector, there is a risk that such companies could defer or cancel previously established capital expenditure programs or product development initiatives. If these situations arose with our development partners in this sector, our related development projects could be at risk of delays or cancellation.
Risks associated with the COVID-19 pandemic:
The impact on the Company of the COVID-19 pandemic during the 2021 and 2020 fiscal years has been significant. Management has taken a number of remedial steps including (i) closing the office in mid-March 2020, and it remains closed as of the date of this Annual Report. Our staff is working remotely from their homes, (ii ) utilized the Canada Employment Wage Subsidy program from the Canadian Federal Government to support our payroll obligations in 2020, (iii) utilized the Canadian Federal Government small business loan program and secured a $40,000 CDN ($30,629 USD) term loan which is as described in our consolidated financial statements. An additional $20,000 CDN ($15,135 USD) of term loan financing under this program was secured in January 2021, (iv) regular phone and electronic contact with our key service providers, subcontractors, and customers, and (v) business-related travel has been curtailed since March 2020.
There remains substantial uncertainty as to the duration of the pandemic. If the pandemic continues for an extended period of time beyond 2021, there may be repercussions to the Company's ongoing business which could be significant.
We may be materially affected by global economic, political and other conditions beyond our control.
Our ability to generate revenue may be adversely affected by uncertainty in the global economy and could also be affected by unstable global political conditions. Health epidemics, terrorist attacks or acts of war could significantly disrupt our operations and the operations of our future customers, suppliers, distributors, or resellers. We cannot predict the potential impact on our financial condition or our results of operations should such events occur.
We may be materially affected by rapid technological change and evolving industry standards.
Short product life cycles are inherent in high-technology companies due to rapid technological change and evolving industry standards. Our future financial condition and results of operations depend on our ability to respond effectively to these changes. There can be no assurance that we will be able to successfully do so or adapt our current products to new technologies or new industry standards. In addition, our customers may be reluctant to adopt new technologies and standards or they may prefer competing technologies and standards. Because the technology market changes so rapidly, it is difficult for us to predict the rate of adoption of our technology.
We may be materially affected by risks associated with new product development.
Our new product development is complex and requires us to investigate and evaluate multiple alternatives, as well as plan the design and manufacture of those alternatives selected for further development. Our development efforts could be adversely affected by hardware and software design flaws, product development delays, changes in operating systems and changes in industry standards. The manufacturing of new products involves integrating complex designs and processes, coordinating with suppliers for parts and components and managing manufacturing capacities to accommodate forecasted demand. If we are not successful in meeting these requirements, this could adversely affect our ability to introduce new products on a timely basis.
Our operations may be materially affected by the risks associated with the continued developments and protection of our intellectual property.
There can be no assurance that we will be able to continue to develop new intellectual property or that we will continue to have it developed for us. We rely on a combination of U.S. patent, copyright, trademark, and trade secret laws to protect our intellectual property rights. We previously filed patent and trademark registration applications with certain foreign governments; in 2019 we abandoned certain of these foreign applications. We may not have appropriate coverage in all jurisdictions where we may sell or license our product in future.
We enter into confidentiality and non-disclosure agreements relating to our intellectual property with our employees and consultants. Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain or use our intellectual property. Monitoring the unauthorized use of our intellectual property is difficult and we cannot be certain that we will be able to adequately protect our intellectual property in the future.
There are foreign exchange risks associated with our Company.
Because we have historically raised funds in both U.S. and Canadian markets and a portion of our costs are denominated in Canadian dollars, our funding is subject to foreign exchange risks. A decrease in the value of the U.S. dollar relative to the Canadian dollar could affect our costs and potential future profitability. We do not currently hold forward exchange contracts or other hedging instruments to exchange foreign currencies for U.S. dollars so as to offset potential currency rate fluctuations.
Risk Factors Related to Our Common Shares
Our stock is subject to the penny stock regulations, which may discourage brokers from effecting transactions in the stock and adversely affect the stock's market price and liquidity.
Our common shares constitute "penny stock" under applicable regulations of the Securities and Exchange Commission. The penny stock regulations impose significant restrictions on brokers who sell penny stock to persons other than established customers and institutional accredited investors. Broker-dealers participating in sales of our stock will be subject to the so called "penny stock" regulations covered by Rule 15g-9 under the Exchange Act. Under the rule, broker-dealers must furnish to all investors in penny stocks a risk disclosure document required by the rule, make a special suitability determination of the purchaser and have received the purchaser's written agreement to the transaction prior to the sale. The penny stock regulations may discourage brokers from effecting transactions in the common shares. This would decrease market liquidity, adversely affect market price and make it difficult for you to use the common shares as collateral.
The rights of our shareholders may differ from the rights typically afforded to shareholders of a U.S. corporation.
We are incorporated under the Business Corporations Act (Ontario), also referred to herein as the OBCA. The rights of holders of our common shares are governed by the laws of the Province of Ontario, including the OBCA, by the applicable laws of Canada, and by our Articles of Incorporation and all amendments thereto, also referred to herein as the Articles, and our By-laws. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. The principal differences include without limitation the following:
Under the OBCA, we have a lien on any common share registered in the name of a shareholder or the shareholder's legal representative for any debt owed by the shareholder to us. Under U.S. state law, corporations generally are not entitled to any such statutory liens in respect of debts owed by shareholders.
With regard to certain matters, we must obtain approval of our shareholders by way of at least 66 2/3% of the votes cast at a meeting of shareholders duly called for such purpose being cast in favor of the proposed matter. Such matters include without limitation: (a) the sale, lease or exchange of all or substantially all of our assets out of the ordinary course of our business; and (b) any amendments to our Articles including, but not limited to, amendments affecting our capital structure such as the creation of new classes of shares, changing any rights, privileges, restrictions or conditions in respect of our shares, or changing the number of issued or authorized shares, as well as amendments changing the minimum or maximum number of directors set forth in the Articles. Under U.S. state law, the sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation generally requires approval by a majority of the outstanding shares, although in some cases approval by a higher percentage of the outstanding shares may be required. In addition, under U.S. state law, the vote of a majority of the shares is generally sufficient to amend a company's certificate of incorporation, including amendments affecting capital structure or the number of directors. Under certain circumstances the board of directors may also have the ability to change the number of directors under U.S. state law.
Pursuant to our By-laws, two persons present in person or represented by proxy and each entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of shareholders. Under U.S. state law, a quorum generally requires the presence in person or by proxy of a specified percentage of the shares entitled to vote at a meeting, and such percentage is generally not less than one-third of the number of shares entitled to vote.
Under rules of the Ontario Securities Commission, a meeting of shareholders must be called for consideration and approval of certain transactions between a corporation and any "related party" (as defined in such rules). A "related party" is defined to include, among other parties, directors and senior officers of a corporation, holders of more than 10% of the voting securities of a corporation, persons owning a block of securities that is otherwise sufficient to affect materially the control of the corporation, and other persons that manage or direct, to a substantial degree, the affairs or operations of the corporation. At such shareholders' meeting, votes cast by any related party who holds common shares and who has an interest in the transaction may not be counted for the purposes of determining whether the minimum number of required votes have been cast in favor of the transaction. Under U.S. state law, a transaction between a corporation and one or more of its officers or directors can generally be approved either by the shareholders or a by majority of the directors who do not have an interest in the transaction. Corporations that are listed on a U.S. securities exchange or are quoted on Nasdaq may also be required to have transactions with officers and directors and other related party transactions reviewed by an audit committee comprised of independent directors.
There is no limitation imposed by our Articles or other charter documents on the right of a non-resident to hold or vote our common shares. However, the Investment Canada Act , also referred to herein as the Investment Act, as amended by the World Trade Organization Agreement Implementation Act, also referred to herein as the WTOA Act, generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a "Canadian," as defined in the Investment Act, unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be a net benefit to Canada. An investment in our common shares by a non-Canadian would be reviewable under the Investment Act if it were an investment to acquire direct control of Micromem, and the value of our assets were CDN $5.0 million or more. However, an investment in our shares by a national of a country (other than Canada) that is a member of the World Trade Organization or has a right of permanent residence in such a country (or by a corporation or other entity that is a "WTO Investor-controlled entity" pursuant to detailed rules set out in the Investment Act) would be reviewable at a higher threshold of CDN $344 million in assets, except for certain economic sectors with respect to which the lower threshold would apply. A non-Canadian, whether a national of a WTO member or otherwise, would acquire control of Micromem for purposes of the Investment Act if he or she acquired a majority of our common shares. The acquisition of less than a majority, but at least one-third of our common shares, would also be presumed to be an acquisition of control of Micromem, unless it could be established that Micromem was not controlled in fact by the acquirer through the ownership of voting shares. The United States is a WTO Member for purposes of the Investment Act. Certain transactions involving our common shares would be exempt from the Investment Act, including:
• an acquisition of our common shares if the acquisition were made in connection with the person's business as a trader or dealer in securities.
• an acquisition of control of Micromem in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the Investment Act; and
• an acquisition of control of Micromem by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control of Micromem, through the ownership of voting interests, remains unchanged. Under U.S. law, except in limited circumstances, restrictions generally are not imposed on the ability of non- residents to hold a controlling interest in a U.S. corporation.
U.S. shareholders may not be able to enforce civil liabilities against us.
Micromem is incorporated under the laws of the Province of Ontario. Additionally, a number of our directors and executive officers are non-residents of the U.S., and all or a substantial portion of the assets of such persons are located outside the U.S. As a result, should any investor commence an action in the U.S. against Micromem or its directors or executive officers, Micromem or its directors or officers, as the case may be, may be able to insist that any action against them take place in the jurisdiction of the Province of Ontario. In addition, if an investor were to obtain a U.S. judgment against Micromem or its directors or executive officers, there is doubt as to the enforceability of such U.S. judgment in Canada.
We do not anticipate paying dividends.
We have never paid a dividend on our securities and we do not anticipate paying dividends in the foreseeable future.
We may need to issue additional securities which may cause our shareholders to experience dilution.
Our Board of Directors has the authority to issue additional common shares, without par value, or other of our securities without the prior consent or vote of our shareholders. The issuance of additional common shares would dilute the proportionate equity interest and voting power of our shareholders.
The price of our common shares and volume of our common shares may be volatile.
Our shareholders may be unable to sell a significant number of our common shares on the OTCQB without a significant reduction in the market price of the shares.
Furthermore, there can be no assurance that we will be able to meet the listing requirements of, or achieve listing on, any other stock exchange. The market price of the common shares may be affected significantly by factors such as fluctuations in our operating results, announcements of technological innovations or new products by us or our competitors, action by governmental agencies against us or the industry in general, developments with respect to patents or proprietary rights, public concern as to the safety of products developed by us or others, the interest of investors, traders and others in public companies such as ours and general market conditions. In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small capitalization companies, have experienced fluctuations which have not necessarily been related to the operating performance, underlying asset values or business prospects of such companies.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of Our Company
Micromem is a corporation formed under the laws of the Province of Ontario, Canada, with principal executive offices at 121 Richmond Street West, Suite 304, Toronto, Ontario M5H 2K1 (416.364.6513). Micromem was incorporated on October 21, 1985 as Mine Lake Minerals Inc. We subsequently changed our name to Avanti Capital Corp. on June 23, 1988, to Avanti Corp International Inc. on April 30, 1992 and to Micromem Technologies Inc. on January 11, 1999 in connection with our acquisition of Pageant Technologies Incorporated, also referred to herein as Pageant International. Our website address is www.micromeminc.com. The information on our website is not part of this Annual Report on Form 20-F. We have included our website address in this document as an inactive textual reference only.
The Evolution of Micromem from Memory to Sensor Based Client Solutions
Micromem Applied Sensors Technologies, Inc., our wholly-owned subsidiary ("MAST") was incorporated in 2008 in the State of Delaware. MAST was formed in connection with a contract with BAE Systems in Nashua, New Hampshire. BAE Systems is a Department of Defense trusted facility, which can only do business with U.S. entities (ITAR regulations). BAE Systems' interest was in the potential to utilize our MRAM technology in a radiation-hardened environment for military applications. During this work it was determined that the Hall sensor, which was integral to the MRAM design, had several performance characteristics that by itself, as a product, would potentially create value for MAST.
Frost & Sullivan was contracted by MAST in 2009 to assess the market opportunities for a late entry into the Hall sensor market. The Hall sensor market in 2009 was robust at an estimated $1.9 billion USD. The market barriers were mature market, declining margins and heavy competition. A decision was taken to not enter the Hall sensor component market for the above reasons. A decision was taken to explore the market opportunities associated with creating unique sensor based solutions that revolved around our Hall sensor technology.
A decision was taken to internally develop, at our own cost, proof of concepts for products that we had gleaned, through our marketing efforts, to have potential market value. These included a magnetic gold sensor for drilling plug analysis, an oil condition sensor for automotive use and an oil/gas aerial exploration platform.
In 2010, MAST was engaged to develop a sensor platform for detecting four nanometer magnetic particles in a flowing oil stream at a concentration less than 1 ppb. Another revenue generating opportunity came in 2011 from a supplier for high speed air bearing motors. MAST replaced the incumbent Hall sensor supplier and delivered a unique circuit board form factor that incorporated the smallest Hall sensor in the world.
In 2011 MAST became aware of the NineSigma Open Innovation model. Nine Sigma's core services connect innovation-seeking companies to the best solutions, capabilities, and partners around the world. MAST's relationship with NineSigma provided us access to the Global Fortune 1000 companies and resulted in a future sales proposal pipeline.
In 2011, a decision was taken to stop research and development effort in the MRAM market space. This decision was taken, in part, due to the high capital demand for staying current in the rapidly changing technology and, equally important, the MRAM market had not grown at the anticipated growth rates. Micromem had amassed multiple memory patents and in 2013 began efforts to value the patent portfolio and attempt to arrange for a sale of these assets.
Until 2014, Micromem funded virtually all of its research and development initiatives. Our main priority was to provide customers with sensor based platform solutions that address their difficult business problems. By 2015 we had advanced a number of our product development initiatives under joint product development agreements with our clients Chevron, Castrol, Flextronics, and Eversource Energy. Our pipeline of development projects expanded.
In 2016 and 2017, we attempted to advance our projects towards field trials. The Flextronics and Eversource projects were ultimately discontinued. We continued with the Chevron and Castrol development projects and began discussions with Repsol SA.
In 2018 the Castrol project was discontinued. We continued to advance our Chevron and Repsol S.A. projects.
In October 2018, Steve Van Fleet filed a lawsuit again the Company and MAST seeking payment of alleged remuneration and expense reimbursements due to him totaling $214,574. The Company denied the allegations and, in turn, interposed counterclaims again Mr. Van Fleet seeking, among other things, damages of not less than $3.0 million. In 2021 the litigation with Mr. Van Fleet was resolved in our favor. See Item 5 - Contingencies in this Annual Report.
Recent Developments Prior to Fiscal Year 2021:
Chevron: In 2019 we continued to engage with Chevron personnel and with our engineering subcontractor, Entanglement Technologies Inc. ("Entanglement"). We met with the Chevron team members in their Houston offices on seven occasions to continue our dialogue and measure our go forward path. We also met directly with Entanglement on three occasions for these purposes. The field testing of the onsite pilot program was coordinated between Chevron, Entanglement and the Company and commenced in March 2019 at a California based oil well site operated by Chevron. The initial on site testing was conducted over a period of approximately six weeks. Thereafter sample testing from the onsite well continued in both the Entanglement and Chevron laboratories. Chevron advised that the results of the testing that has been completed to date has met with their expectations and requirements and that the performance of the technology in the onsite pilot and subsequent lab sample testing has been validated.
Romgaz: Romgaz is the state-controlled gas company in Romania. We initiated a dialogue with the senior management team at Romgaz in May 2019. The opportunity developed as a result of the progress that we had experienced with our Chevron initiative which, by that point, has advanced to the onsite pilot program referenced above.
We continued our initial discussions with Romgaz thereafter and, in October 2019, we announced that the Company had executed a letter of intent ("Romgaz LOI") which afforded the Company the opportunity to sell the ARTRA technology units to Romgaz and to develop a robust analytics solution for the technology. The key conditions to progressing the Romgaz LOI were twofold - that Romgaz would continue with their due diligence on the ARTRA technology, and that manufacturing of the commercial units in the future would be completed, with the Company's input, in Romania.
Discussions and negotiations with Romgaz continued after the execution of the Romgaz LOI in October 2019. These discussions involved Chevron whom the Company introduced to Romgaz as part of the Romgaz due diligence process.
In December 2019 Romgaz put forward a series of questions to Chevron relating to the Chevron experience with the ARTRA technology and the testing that Chevron had conducted in 2019. The dialogue that the Company coordinated between Romgaz and Chevron was positive, and the specifics of these discussions were approved by both parties and posted to the Micromem website on December 20, 2019.
As of October 31, 2021, the Company has been negotiating with Romgaz with respect to initial purchase orders that Romgaz would be issuing to Micromem : (a) for the purchase of initial units of the existing ARTRA technology for training and education purposes, (b) for a proposal by Micromem to deliver a comprehensive analytics solution to Romgaz for the technology, and, (c) pending satisfactory completion of (b), a purchase order for commercial orders for the technology which is to be manufactured in Romania, although there can be no assurances that such purchase order will be made.
Repsol: In Q1 2019 we submitted a proposed letter of intent (" Repsol LOI") to the Repsol engineering team with whom we engaged in September 2018 after the resignation of Mr. Van Fleet .The Repsol LOI was intended to reset the go forward product development parameters, marketing efforts and cost sharing arrangements for this project. The original Repsol purchase order submitted in 2017 was suspended as part of these discussions with Repsol.
The underlying technology for the Repsol initiative has been referenced in our 2018 Annual Report as the RT Lube Analyzer. The initial development completed on this technology between 2016-2018 was undertaken by the Company and its engineering subcontract, SBM Microsystems. In 2019 we moved the project to an engineering and manufacturing entity in Toronto Canada. In mid-2019, we began negotiations with the Repsol team towards a final development contract.
B. Business Overview
Update of Product Development Activity at October 31, 2021
The current status of our active development projects is as reported below; in general, the COVID-19 pandemic resulted in delays encountered on the continued progress of our product development initiatives after February 2020.
Chevron: We maintained a dialogue with Chevron throughout 2021. Chevron curtailed further development activity on this project after March 2020 with the onset of the COVID-19 pandemic.
We attended the Houston-based OTC oil and gas conference in August 2021. We updated our dialogue with Chevron and with other potential industry partners at the conference.
Chevron continues to have interest in our interwell tracer technology. The Company awaits Chevron's commercialization plans for this technology.
Romgaz: Our discussions with Romgaz have been continuous on a weekly basis throughout fiscal 2021 and have continued to progress since our October 31, 2021 fiscal year end. The COVID-19 pandemic has resulted in delays in the execution of our commercial activity with Romgaz during the 2021 fiscal year.
The key go-forward points in these discussions, at the current date are as follows: (i) we are anticipating an initial purchase order for several interwell tracer devices, similar to the technology that Chevron deployed in their California field trials in 2019 - 2020, (ii) Micromen will be commissioned to conduct/lead a development program to enhance and expand the analytics capabilities of the existing technology with the end goal of delivering a comprehensive analytics solution to Romgaz for its specific performance requirements in its gas wells, (iii) Micromen and Romgaz are pursuing discussions whereby the technology application being developed will be manufactured on a commercial scale in Romania, and, (iv) it is expected that the technology that will be manufactured in Romania will be suitable for both oil and gas well applications. A joint venture agreement between Micromen and Romgaz is contemplated.
Repsol: With the additional staff resources that we have added in 2021 in Toronto, we have begun to reconfigure the RT Lube Analyzer technology in which Repsol had previously discussed interest and for which we negotiated the Respol LOI in 2019. While we did not have interaction with Repsol during the COVID-19 pandemic, we intend to resume discussions with Repsol in 2022.
Other developments: In anticipation of the developments with our strategic partners in 2022, the Company is planning for its business activity to include the following components: (i) continuance of its working relationship with the developer of the Artra 171 technology which Chevron has successfully tested in on site testing of operating oil wells and for which we anticipate Romgaz purchase orders in 2022, although there can be no assurances that such purchase orders will be made and, (ii) we have implemented our plans to develop a captive, small engineering/product development team based in Toronto. We have established a Toronto-based engineering/product presence in cooperation with an established manufacturing and engineering group with whom we expect to become a strategic partner to Micromem as our projects proceed. In June 2021, Micromem hired two engineering staff persons through the University of Toronto coop program, each for a 16 month term. The engineering staff are responsible for supporting all of Micromem's current initiatives with Chevron, Romgaz and other potential customers. During 2022, we will plan to add additional senior management to the Micromem team in the project management, engineering, and financial reporting areas of discipline. We also look to recruit additional corporate directors to our Board.
Deferred development costs / development expenses
Until October 31, 2016, we capitalized as deferred development costs the expenditures that we incurred on these projects, net of the recoveries of such costs from our development partners. Since November 2016, we have expensed net costs as such costs did not meet the criteria for capitalization based on our impairment analysis.
We have previously reported on the chronology, by customer, of our investment in development costs relating to our various projects which we undertook with our strategic partners. A summary of these costs and recoveries between 2012 and 2021 is provided as below:
Net Costs absorbed by the Company:
| | (1) | (2) | (3) | (4) | (5) | (6) | (7) | Total |
| | | | | | | | | |
| Cost incurred | 4,499,466 | 225,000 | 2,035,676 | 939,458 | 2,470,329 | 1,129,168 | 522,720 | 11,821,817 |
| Recoveries from development partners | (3,442,050) | (100,000) | (838,500) | (300,000) | (200,000) | - | (46,000) | (4,926,550) |
| Net costs absorbed by the Company | 1,057,416 | 125,000 | 1,197,176 | 639,458 | 2,270,329 | 1,129,168 | 476,720 | 6,895,267 |
1. Chevron (2013-2019)
2. Repsol (2018-2019)
3. Castrol (2014-2018)
4. Saudi Aramco (2012-2013)
5. Northeast Utilities (2013-2015)
6. GM/Flextronics (2012-2015)
7. Other (various) (2011-2014)
The Chevron development project was self-funding after 2016. The Castrol project was suspended in 2018 given that Castrol was not prepared to commit additional funding to the project. The Saudi Aramco contract was completed in 2014. The Northeast Utilities contract was terminated in 2015 given that Northeast Utilities was not prepared to commit additional funding to the project other than in kind consideration. The GM/Flextronics work commenced in 2012; the Company was absorbing all of the costs associated with the development of the prototype product being developed in conjunction with GM/Flextronics. The prototype work was suspended due to the turnover of the GM project team by 2016-2017 and the Company's decision to stop committing additional funding to the project after 2016. The Company has been awarded several patents relating to the work completed on the GM/Flextronics project.
In 2019 the Company incurred $36,051 of expenses with respect to the ongoing costs associated with the Chevron project and recovered $77,597 from Chevron including payments received for certain milestones achieved in 2018.
The Company remains as a pre revenue entity at October 31, 2021. It did not incur any further development expenses on any project in 2020 or 2021 and it did not submit any invoices to any of its developement partners in 2021.
Given the progress and momentum achieved to date with Chevron and with Romgaz, the Company believes it will have commercial orders and revenues in 2022, although there can be no assurances such purchase orders will be made or that revenues will be achieved.
Intellectual Property
Our intellectual property consists of two components:
a) A series of patents and provisional patents relating to the smart oil pan plug technology (the formal reference is the "multimodal conditional sensor platform and system thereof") originally developed from the work completed on the GM/Flextronics project.
b) A series of older patents relating to the Hall sensor application for magnetic random access memory (MRAM). These patents and the market for MRAM applications have not been pursued by the Company since 2009 and all of the costs associated with these patents were written off by 2013 after unsuccessful attempts to sell or license this intellectual property to other parties.
Beginning in 2018, we began to abandon provisional patent filings in a number of international jurisdictions as a cost cutting initiative. We continued that process in 2019, 2020 and 2021.
We believe that the U.S. patents that have been granted for MRAM have sustaining value to be realized in the future. If the Company's financial position improves, it may pursue the exploitation of its patents in this field of endeavors.
Our patent costs are summarized below for the fiscal years ending October 31, 2018-2021:
| | 2021 | 2020 | 2019 | 2018 |
| | $ | $ | $ | $ |
| Patent expenditures: | - | - | - | 121,603 |
| Patent costs capitalized: | - | - | - | 121,603 |
| Amortization expense: | - | 8,123 | 152,962 | 156,960 |
| Impairment Reserve: | - | - | 223,143 | - |
Share Capital
At October 31, 2021, the Company had 435,737,734 common shares outstanding (2020: 402,552,453 common shares outstanding). Additionally, the Company has 11,700,000 stock options outstanding with a weighted average exercise price of $0.06 per share (2020: 2,200,000 options outstanding with a weighted average exercise price of $0.10 per share).
Changes to Our Board of Directors and Management:
The Company held its most recent Annual General and Special Meeting of the shareholders for the fiscal years ending 2017, 2018, and 2019 on September 8, 2020. At the meeting Joseph Fuda, Alex Dey and Oliver Nepomuceno were re-elected as directors. Brian Von Herzen, who had served as a director of the Company since 2014 was not a candidate for the Board of Directors at the annual meeting. Joseph Fuda and Dan Amadori continue in their respective roles of CEO and CFO respectively.
We plan to schedule the next Annual General Meeting of shareholders to cover the 2020 and 2021 fiscal years prior to June 30, 2022. We will evaluate the opportunities to expand our Board of Directors at this upcoming Annual General Meeting.
Equity Financing Transactions:
In the fiscal year ended October 31, 2021 the Company completed the following transactions:
(a) Pursuant to prospectus and registration exemptions set forth in applicable securities law, the Company completed private placements consisting of common shares, received net proceeds of $840,564 and issued a total of 17,573,429 common shares.
(b) The Company continued its bridge loan financing activities in 2021, specifically:
(i) It issued 15,611,852 common shares for the conversion of bridge loans totaling $511,630.
(ii) It realized net proceeds of $510,000 from the issuance of convertible debentures.
.
(iii) It repaid $593,301 of bridge loans previously secured.
(iv) Certain of the bridge loans that matured in 2021 were extended at maturity date, ultimately through October 31, 2022 and thereafter.
In the fiscal year ended October 31, 2020 the Company completed the following transactions:
(a) Pursuant to prospectus and registration exemptions set forth in applicable securities law, the Company completed private placements consisting of common shares, received net proceeds of $425,789 and issued a total of 10,996,994 common shares.
(b) Issuance of 365,094 common shares to settle $24,826 of trade accounts payable.
(c) The Company continued its bridge loan financing activities in 2020, specifically:
(i) It issued 44,237,644 common shares for the conversion of bridge loans totaling $859,331.
(ii) It realized proceeds of $612,279 from the issuance of convertible debentures.
(iii) It repaid $150,920 of bridge loans previously secured.
(iv) Certain of the bridge loans that matured in 2020 were extended at maturity date, ultimately through October 31, 2021 and thereafter.
Environmental Matters:
We are subject to various environmental protection regulations imposed by the government in the jurisdiction where we conduct our development work. We are not aware of any current or pending environmental protection laws or regulations that would have a material impact on our capital expenditure requirements or competitive position.
C. Organizational Structure
In November 2007, the Company incorporated Micromem Applied Sensors Technology, Inc. ("MAST") as a Delaware-based wholly-owned subsidiary. MAST had an office in New York City and was being managed by Steven Van Fleet, its then President and a Director of Micromem. We have utilized the services of other consultants to continue the work of MAST since the departure of Mr. Van Fleet in August 2018.
In October 2008, the Company incorporated 7070179 Canada Inc. as a wholly-owned subsidiary. On October 31, 2008, the Company assigned its rights, title, and interest in certain of its intellectual property which it previously held directly to 707179 Canada Inc. in exchange for common shares of this wholly-owned subsidiary.
We have a wholly-owned subsidiary, Pageant International, which was incorporated under the laws of the Turks & Caicos Islands and continued to Barbados on May 25, 2001. Pageant International has a wholly-owned subsidiary, Pageant Technologies (USA) Inc., a corporation incorporated in the State of Utah. Pageant Technologies USA has been inactive since 2002.
We have a wholly-owned subsidiary, Memtech International Inc., incorporated under the laws of the Bahamas, which in turn has a wholly-owned subsidiary, Memtech International (USA) Inc., a corporation incorporated in the State of Delaware. We also have a wholly-owned subsidiary Micromem Holdings (Barbados) Inc. These subsidiaries have been inactive since inception.
D. Property, Plant and Equipment
We maintain our corporate headquarters in Toronto, Ontario, Canada. We occupy 2,500 square feet of commercial office space pursuant to a lease that we extended in February 2017 for five years through 2022. In 2021, the Company sublet a portion of its rental space on a month to month basis and realized sublet income of $24,809 (2020: $17,692; 2019: $7,309)
In 2019, the Company capitalized $74,307 of right of use assets under IFRS 16 pertaining to its lease for office premises and recorded an equivalent liability in its accounts. The Company recorded amortization of $28,033 in 2021 (2020: $27,020).
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This section of the Form 20-F has been prepared to provide a more substantive discussion of our business and to assist the reader in analyzing the audited consolidated financial statements for the years ended October 31, 2021, October 31, 2020, and October 31, 2019. This discussion and analysis of financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes in this Annual Report, which are prepared in accordance with IFRS, as issued by the IASB , and are stated in United States dollars.
Operating Results:
The following table sets forth certain selected financial information of our Company.
Selected statement of operation and deficit information
| | | 2021 | | | 2020 | | | 2019 | |
| | | $ | | | $ | | | $ | |
| Administration | | 155,504 | | | 154,007 | | | 197,208 | |
| Professional and other fees and salaries | | 424,485 | | | 462,124 | | | 441,981 | |
| Travel and entertainment | | 24,903 | | | 23,903 | | | 52,568 | |
| Development costs (recovery) | | - | | | - | | | (41,546 | ) |
| Recovery of reserve for litigation costs/stale dated payables | | (422,982 | ) | | (205,788 | ) | | - | |
| Stock compensation expense | | 360,044 | | | - | | | - | |
| Interest expense | | 495,809 | | | 441,369 | | | 496,172 | |
| Amortization expense | | 36,033 | | | 35,858 | | | 156,137 | |
| Impairment reserve on patents | | - | | | - | | | 223,143 | |
| Accretion expense | | 1,169,921 | | | 1,099,818 | | | 1,571,436 | |
| (Gain) Loss on conversion of bridge loans | | (9,506 | ) | | 96,484 | | | 101,919 | |
| (Gain) on revaluation of derivatives | | (2,547,192 | ) | | (771,920 | ) | | (343,436 | ) |
| Loss (Gain) on extinguishment of debt | | 1,018,928 | | | (127,409 | ) | | (646 | ) |
| Financing costs | | 84,478 | | | 35,500 | | | 72,476 | |
| Foreign exchange loss (gain) | | 222,553 | | | 1,447 | | | (40,548 | ) |
| (Loss) for the year | | (1,012,978 | ) | | (1,245,393 | ) | | 2,832,864 | |
| Loss per share - basic and diluted | | 0.00 | | | 0.00 | | | (0.01 | ) |
Selected balance sheet information
| | | 2021 | | | 2020 | | | 2019 | |
| | | $ | | | $ | | | $ | |
| Working capital (deficiency) | | (3,452,924 | ) | | (4,202,571 | ) | | (4,301,324 | ) |
| Other Assets | | 29,889 | | | 61,126 | | | 22,677 | |
| Total Assets | | 225,293 | | | 278,026 | | | 83,484 | |
| Long term liabilities | | (48,243 | ) | | (45,897 | ) | | | |
| Shareholders' equity (deficiency) | | (3,471,278 | ) | | (4,187,342 | ) | | (4,278,647 | ) |
| | | | | | | | | | |
Fiscal 2021 Compared to Fiscal 2020
a) Administration costs were $155,504 in 2021 versus $154,007 in 2020. These costs include rent and occupancy costs of $15,536 (2020: $37,153 - the Company reported sublet income for a portion of its office space in 2020 and 2019) office insurance costs of $753 (2020: $2,024); investor relations, listings and filing fees of $53,029 (2020: $49,537); other general and administrative expenses of $86,186 (2020: $49,702); and a loss on settlement of accounts payable of nil (2020: $15,591).
b) Professional and other fees and salaries costs were $424,485 versus $462,124 in 2020. The components of these total costs included legal and audit related expenses of $116,425 (2020: $148,926), third party consulting fees of $123,922 (2020: $138,123), and staff salaries and benefits of $184,138 (2020: $175,075).
Our CFO, Dan Amadori, has received $25,376 of cash compensation in 2021, nil in 2020. Our CEO, Joseph Fuda, has received $81,826 of cash compensation in 2021 which amount is reported in staff salaries and benefits; he received $17,517 in 2020.
The Board of Directors has awarded Messrs. Fuda and Amadori additional common stock options in November 2020 and again in October 2021 as additional consideration for services rendered to the Company - no option grants were made in 2020.
Travel and entertainment expenses were $24,903 in 2021 ($23,903 in 2020). There has been minimal corporate travel since March 2020 as a result of the COVID-19 pandemic.
There were 9,500,000 stock options awarded in 2021 and nil in 2020. The stock option expense in 2021, calculated using the Black Scholes option pricing model, was $360,044.
Interest expense was $495,809 in 2021 versus $441,369 in 2020. This represents the actual interest expense obligations incurred by the Company based on the stated interest rates on its convertible debenture notes.
Amortization expense was $36,033 in 2021 consisting of $8,000 relating to patents and $28,033 relating to capital assets ($35,838 in 2020 consisting of $8,123 relating to patents and $27,735 relating to capital assets).
Financing costs were $84,478 in 2021 versus $35,500 in 2020. These expenses relate to costs associated with the convertible debenture financings which the Company completed in 2021 and 2020.
The loss on foreign exchange reported in 2021 was $222,553 versus a loss of $1,447 in 2020. This included the exchange relating to the translation of $CDN denominated transactions during the year and to Canadian denominated assets and liabilities at fiscal quarter and year ends. It also included the foreign exchange relating to the initiation, renewal, conversion and repayment of convertible debenture transactions. The Canadian dollar has fluctuated from $0.7506 at October 31, 2020 to $0.7956 at October 31, 2021 relative to the US dollar.
The other expenses reported relate to the convertible debentures. These expenses are all non-cash expenses and compare as follows:
| | | 2021 | | | 2020 | | | Change | |
| | | $ | | | $ | | | $ | |
| Accretion expense | | 1,169,921 | | | 1,099,818 | | | 70,103 | |
| Loss (Gain) on conversion of debentures | | (9,506 | ) | | 96,484 | | | (105,990 | ) |
| Gain on revaluation of derivatives | | (2,547,192 | ) | | (771,920 | ) | | (1,775,272 | ) |
| Loss (Gain) on extinguishment of debentures | | 1,018,928 | | | (127,409 | ) | | 1,146,337 | |
| Net Expense | | (367,849 | ) | | 296,973 | | | (664,822 | ) |
Fiscal 2020 Compared to Fiscal 2019
a) Administration costs were $154,007 in 2020 versus $197,208 in 2019. These costs include rent and occupancy costs of $37,153 (2019: $64,647 the Company reported sublet income for a portion of its office space in 2020 and 2019) office insurance costs of $2,024 (2019: $26,812 the Company did not renew its D&O insurance coverage in 2020); investor relations, listings and filing fees of $49,537 (2019: $49,029), other general and administrative expenses of $49,702 (2019: $56,720) and a loss on settlement of accounts payable of $15,591 ( 2019: nil).
b) Professional and other fees and salaries costs were $462,124 in 2020 versus $441,981 in 2019. The components of these total costs included legal and audit related expenses of $148,926 (2019: $157,354) , third party consulting fees of $138,123 (2019: $53,845), staff salaries and benefits of $175,075 (2019: $230,782).
| | | 2020 | | | 2019 | |
| a) Legal and Audit expenses | $ | 148,926 | | $ | 157,354 | |
| b) Third party, consulting fees | | 138,123 | | | 53,845 | |
| c) Staff salaries and benefits | | 175,075 | | | 230,782 | |
| | $ | 462,124 | | $ | 441,981 | |
Prior to the onset of the COVID 19 pandemic in January 2020, the Company entered into an agreement with a New York- based advisory group ("Advisor") whereby the Advisor would assist the Company in securing mid to long term institutional financing from different US -based financial groups. The Company paid the Advisor a fee of $100,000 in January 2020 representing all fees and expenses due under the agreement. The project was to extend for 6-9 months and was timed to coincide with the developments that we anticipated to occur with Romgaz by September 2020.With the advent of COVID 19 in March 2020, the Romgaz project was delayed and we were unsuccessful in securing any institutional financing through the Advisor during the period of their mandate. The Company reported the $100,000 fee as part of the total third party consulting fees of $138,123 incurred in 2020.
Our CFO, Dan Amadori, received no compensation in the 2019 and 2020 fiscal years. Our CEO, Joseph Fuda, has received $17,517 of salary in 2020 which amount is reported in staff salaries and benefits; he received $4,682 in 2019.These reductions in expenses were part of a broad effort to reduce the Company's operating expenses after the resignation of Mr. Van Fleet in August 2018.
In 2020, the Company recorded a reversal of the prior year's accrual of $205,788 relating to the litigation matter that the Company has been involved with Mr. Van Fleet. See Item 5- Contingencies in this Annual Report.
c) Travel and entertainment expenses were $23,903 in 2020 ($52,568 in 2019). There has been no corporate travel since March 2020 as a result of the COVID-19 pandemic.
d) Development cost recoveries represent development costs incurred less costs reimbursed by our development partners which are paid at milestone dates under our joint development contract. The components of the net totals reported were:
| | | 2020 | | | 2019 | |
| Development costs incurred | $ | - | | $ | 36,051 | |
| Cost reimbursements received | | - | | | (77,597 | ) |
| Net development cost recovery | $ | - | | $ | (41,546 | ) |
e) There were no stock options awarded in 2020 or 2019.
f) Interest expense was $441,369 in 2020 versus $496,172 in 2019. This represents the actual interest expense obligations incurred by the Company based on the stated interest rates on its convertible debenture notes.
g) Amortization expense was $35,838 in 2020 consisting of $8,123 relating to patents and $27,735 relating to capital assets (2019: $156,137 consisting of $152,962 relating to patents and $3,175 relating to capital assets). In 2019, the Company also recorded an impairment reserve of $223,143 on its patent portfolio based on its assessment of the net present value of its patent portfolio as of October 31, 2019.
h) Financing costs were $35,500 in 2020 versus $72,476 in 2019. These expenses relate to costs associated with the convertible debenture financings which the Company completed in 2020 and 2019.
i) The loss on foreign exchange reported in 2020 was $1,447 versus a gain of $40,548 in 2019. This included the exchange relating to the translation of $CDN denominated transactions during the year and to Canadian denominated assets and liabilities at fiscal quarter and year ends. It also included the foreign exchange relating to the initiation, renewal, conversion and repayment of convertible debenture transactions. The Canadian dollar has fluctuated from $0.7601 at October 31, 2018 to $0.7596 at October 31, 2019 to $0.7506 at October 31, 2020 relative to the US dollar.
j) The other expenses reported relate to the convertible debentures. These expenses are all non-cash expenses and compare as follows:
| | | 2020 | | | 2019 | | | Changes | |
| Accretion expense | $ | 1,099,818 | | $ | 1,517,436 | | $ | (417,618 | ) |
| Loss on conversion of debentures | | 96,484 | | | 101,919 | | | (5,435 | ) |
| Gain on revaluation of derivatives | | (771,920 | ) | | (343,436 | ) | | (428,484 | ) |
| Gain on extinguishment of debentures | | (127,409 | ) | | (646 | ) | | (126,763 | ) |
| Net expense | $ | 296,973 | | $ | 1,275,273 | | $ | (978,300 | ) |
Unaudited Quarterly Financial Information
Three months ended
(unaudited) | Working capital
(deficiency) | Capital assets at
Net Book Value | Other Assets | Total Assets | Shareholders'
equity (deficit) |
| | $ | $ | $ | $ | $ |
| January 31, 2020 | (5,387,954) | 70,046 | 18,000 | 296,256 | (5,331,481) |
| April 30, 2020 | 4,140,569 | 63,120 | 15,877 | 141,860 | (4,061,572) |
| July 31, 2020 | (3,994,076) | 56,187 | 13,877 | 108,438 | (3,974,641) |
| October 31, 2020 | (4,202,571) | 49,249 | 11,877 | 278,026 | (4,187,342) |
| January 31, 2021 | (4,694,513) | 42,364 | 9,877 | 124,318 | (4,698,923) |
| April 30, 2021 | (7,214,609) | 38,170 | 7,877 | 253,940 | (7,318,323) |
| July 31, 2021 | (4,876,595) | 31,283 | 5,877 | 223,528 | (4,887,324) |
| October 31, 2021 | (3,452,924) | 26,012 | 3,877 | 225,293 | (3,471,278) |
Three months ended
(unaudited) | Revenues | Expenses | Income (loss)
in period | Loss per share | |
| | $ | $ | $ | $ | |
| January 31, 2020 | - | 1,726,023 | (1,726,023) | - | |
| April 30, 2020 | - | (1,071,746) | 1,071,746 | - | |
| July 31, 2020 | - | 234,946 | (234,946) | - | |
| October 31, 2020 | - | 356,170 | (356,170) | - | |
| January 31, 2021 | - | 1,220,301 | (1,220,301) | - | |
| April 30, 2021 | - | 3,154,574 | (3,154,574) | - | |
| July 31, 2021 | - | (2,102,701) | 2,102,701 | - | |
| October 31, 2021 | - | (1,259,196) | (1,259,196) | - | |
B. Liquidity and Capital Resources:
Liquidity
We have not yet realized commercial revenues from the exploitation of our technology platforms. We currently do not have positive cash flow from operations and will not realize positive cash flow until we license or directly produce and sell products utilizing our technology platforms.
We currently have no lines of credit available. We have relied on obtaining equity financing from investors through private placements, through the exercise by shareholders of common share purchase warrants, through the exercise of common stock options by officers and directors, and through bridge loans that the Company has secured in order to meet our cash flow needs until we can generate sustainable revenues. At October 31, 2021 we had a working capital deficiency of $3,452,924 (2020: $4,202,571) including cash on hand of $171,397 (2020: $191,479). Since October 31, 2021 we have raised an additional $351,000 of bridge loan financing and $101,590 of financing from private placements. We have granted to our directors, officers, and other employees a number of options to purchase shares at prices that are at or above market price on the date of grant. None of the optionees has any obligation to exercise their options and there can be no guarantee that we will realize any funds from these options.
In 2022, we plan to continue to raise financing as required and we anticipate that we may report initial revenues from our development partners. In our opinion, despite the current working capital deficiency, in consideration of the future financing endeavors, business plan and existing cash resources, we expect the Company to have sufficient financial resources to fund the Company’s planned operations through fiscal 2022.
Capital Resources
We incurred $5,271 capital expenditures in 2021, nil in 2020.
C. Research and Development:
Under IFRS, research costs are expensed in the period incurred. Development expenses are expensed as incurred unless they meet the criteria for deferral and amortization under IFRS, which criteria is the translation of research findings or other knowledge into a plan for the technology prior to commercial production or use.
D. Trend Information:
The market applications for "smart" sensors are expanding; there are potential applications that could be utilized in virtually every industry vertical.
Our prospects for commercial revenues are dependent upon the successful completion of milestones in the development contracts that we have initiated to date and upon the customers deciding to proceed with commercial orders once these development contracts are successfully completed.
Off-Balance Sheet Arrangements:
We are not party to any off-balance sheet arrangements. In addition, we have no unconsolidated special purpose financing or partnership entities. Tabular Disclosure of Contractual Obligations:
A summary of our financial commitments as of October 31, 2021 is as below:
| Payments due by period ($USD) |
| | Total | Less than 1
year | 1-5 years | More than 5
years |
| Operating lease obligations | $36,045 | $36,045 | - | - |
| | | | | |
| Payments due by period ($USD) |
| | Total | Less than 30
days | 31-90 days
past billing
date | Over 90 days
past billing
date |
| | | | | |
| Trade payables | $384,057 | $384,057 | $- | $- |
| | |
| Payments due by period ($USD) |
| | Total | Less than 3
months | Three to six
months | Six to twelve months |
| Convertible debentures | $2,452,402 | $1,609,762 | $842,451 | $189 |
| Derivative liability | $787,081 | $238,802 | $414,602 | $133,677 |
Critical Accounting Policies:
Our significant accounting policies are set forth in our consolidated financial statements, which should be read in conjunction with management's discussion of our critical accounting policies and estimates set forth below.
Our consolidated financial statements have been prepared in accordance with IFRS as issued by the IAASB.
We have not yet realized commercial revenues from the exploitation of our technology. Under IFRS, research costs are expensed in the period incurred. Development expenses are expensed as incurred unless they meet the criteria for deferral and amortization under IFRS which is the translation of research findings or other knowledge into a plan for the technology prior to commercial production or use. As at October 31, 2021, the Company capitalized nil of development costs and capitalized nil as intangible assets under IFRS.
Management is required to make estimates and assumptions which can affect the reported balances. In determining estimates of net recoverable amounts and net realizable values, or whether there has been a permanent impairment in value, we rely on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.
Contingencies:
(1) We have agreed to indemnify our directors and officers and certain of our employees in accordance with our Bylaws. We maintain insurance policies that may provide coverage against certain claims.
(2) 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 would accrue 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.
(3) Legal matter: Litigation with Steven Van Fleet
We have previously reported on the litigation matter ,which commenced in 2018, relating to Mr. Van Fleet, the former President of MAST.
In 2021, the Supreme Court of the State of New York, County of Dutchess ultimately dismissed all of Mr. Van Fleet's claims, found that he was liable to Micromem and MAST on their counterclaims and ordered an inquest to determine damages. The inquest was held between June 3 - 7, 2021.
On June 16th, 2021, the court ordered that Micromem, and MAST had established damages of $765,579.35, the full amount that had been requested. Additionally, the court awarded costs and statutory prejudgement interest from May 9, 2017. On June 29th, 2021, the court entered a judgement ("Judgement") in favor of Micromem and MAST and against Mr. Van Fleet in the amount of $1,051,739.83.
With respect to the Company's efforts to collect on that Judgement, a settlement ("Settlement") was reached during October 2021. Pursuant to the Settlement, the Company received an initial one-time payment and is entitled to additional monthly payments over a period of up to six years. The Company will record those payments as and when they are received. The total amount to be received by the Company if Mr. Van Fleet makes all the required payments under the terms of the Settlement will be less than the amount of the Judgement obtained by the Company, but if Mr. Van Fleet does not comply with the terms of the Settlement, it also provides the Company a means of enforcing a larger judgement against Mr. Van Fleet that is substantially in line with the Judgement.
Translation of Foreign Currencies: Our functional and reporting currency is the United States dollar. Accounts recorded in foreign currency have been converted to United States dollars as follows: Monetary assets and liabilities are translated at exchange rates at the consolidated balance sheet dates; non-monetary assets are translated using the historical rate of exchange in effect at the translation dates; revenues and expenses are translated using the three month average rate of exchange per quarter, which rate approximates the rate of exchange prevailing at the transaction dates; and gains and losses resulting from the translation are included in the determination of net loss for the period.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Executive Officers
The Directors and Executive Officers of Micromem as at February 21, 2022 are set forth below:
| Name | Age | Position |
| | | |
| Joseph Fuda | 61 | President, Chief Executive Officer and Director |
| Dan Amadori | 70 | Chief Financial Officer |
| Oliver Nepomuceno | 54 | Director |
| Alex Dey | 78 | Director |
Joseph Fuda has been President, Chief Executive Officer and Director since February 13, 2002. Previously he served as Manager of Strategic Alliances for Micromem since February 2001. Prior thereto, he served as a consultant to Micromem since November 2000. Prior thereto he served as a Vice-President and a Director of IPO Capital Corp since April 1999. He was a director of Leader Capital Corp. until June 2007 and also served as a director of Echo Energy Canada Inc, and of Echo Power Generational Inc until June 2004.
Dan Amadori has served as Chief Financial Officer of Micromem since June 2004. From January 2018 to December 9, 2020, he served as a member of the Board of Directors and as Chair of the Audit Committee of Nerium Biotechnology Inc. He served as a Director and Chair of the Governance Committee of Invesque Inc. from 2015 through May 2019. He served as Chair of the Board of Kingsway Arms Retirement Residences Inc from August 2011 through May 2015 . Prior to 2010 he served as an officer - director of other public companies including HyDrive Technologies Inc., Luxell Technologies Inc., XGen Ventures Inc., Ontex Resources Ltd and Leader Capital Corp. He is President of Lamerac Financial Corp., a financial advisory firm, and has held that position since October 1988. Mr. Amadori is a Chartered Professional Accountant and holds an MBA from the Ivey School of Business. He received his ICD.D designation from the Rotman School of Business in 2010.
Oliver Nepomuceno has served as a director of Micromem since June 26, 2006. He is a resident of Switzerland and continues to serve as a financial advisor and is located in Switzerland. He actively assists corporations in the development of new business opportunities in new markets.
Alex Dey is a retired businessman and was elected as a director on September 24, 2010. He was the sole proprietor of Alex Dey, Chartered Accountants until July 31, 2004.
There are no arrangements or understandings between any director and any other person pursuant to which the director was selected as a director or executive officer. Each director holds office until the next annual meeting of shareholders or until his or her successor is elected or appointed, unless his or her office is earlier vacated according to the provisions of our By-laws or the Business Corporations Act (Ontario).
B. Compensation
| | Annual | | | Long-Term | |
| | Compensation | | | Compensation | |
| | | | | Awards | |
| | | | | | |
| | Fiscal | Salary | Bonus | Other Annual | Securities |
| Name and | Year | (US$) | (US$) | Compensation | Under Options |
| Principal Position | | | | (US$) | Granted (#) |
| Joseph Fuda | 2019 | 4,684 | - | - | - |
| Chief Executive Officer | 2020 | 17,517 | - | - | - |
| | 2021 | 81,826 | - | 86,420 | 1,900,000 (1) |
| Dan Amadori | 2019 | - | - | - | - |
| Chief Financial Officer | 2020 | - | - | - | - |
| | 2021 | 25,375 | - | 86,420 | 1,900,000 (1) |
| Oliver Nepomuceno | 2019 | - | - | - | - |
| Director | 2020 | - | - | - | - |
| | 2021 | - | - | 27,330 | 600,000 (2) |
| Alex Dey | 2019 | - | - | - | - |
| Director | 2020 | - | - | - | - |
| | 2021 | - | - | 27,330 | 600,000 (2) |
Notes:
1. Includes 1,500,000 options issued on November 13, 2020 at a strike price of $0.05 per share and 400,000 options issued on October 8, 2021 at a strike price of $0.07 per share.
2. Includes 500,000 options issued on November 13, 2020 at a strike price of $0.05 per share and 100,000 options issued on October 8, 2021 at a strike price of $0.07 per share.
Options are offered to directors, executive officers, and employees to purchase our common shares at an exercise price equal to or above the market price for the common shares at the date that the options are granted. These options are approved by the Compensation Committee. None of the directors have agreements that provide for benefits upon termination of service.
In 2021 9,500,000 options were granted. The weighted average exercise price was $0.06 per share. No stock options were granted in 2020 and 2019.
C. Board Practices:
All matters pertaining to our financing, contractual arrangements and Management and Director compensation are approved by the Board of Directors. The members of the Board of Directors are appointed to a one-year term at our Annual General Meeting or until such time as the next Annual General Meeting is held.
Our Board of Directors meets on an as required basis during the fiscal year. Our Board of Directors did not meet in person in 2021. The Board was convened informally as of each quarter end.
Our Audit Committee met regularly during fiscal 2021 for the purpose of approving and recommending to the Board the quarterly financial statements and our yearend financial statements. In addition, our Audit Committee receives regular periodic reports from management.
Our Compensation Committee met as part of our audit committee meetings in 2021; it receives regular reports from management. Our Compensation Committee approves management and director compensation and all stock option grants for recommendation to the Board of Directors.
Audit Committee
The Board of Directors has appointed an Audit Committee consisting of two independent directors. The members of the Audit Committee are Alex Dey (Chairman) and Oliver Nepomuceno, each of whom serves in such capacity until the Board of Directors' next annual meeting. The Audit Committee is responsible for the integrity of our internal accounting and control systems. The committee receives and reviews our financial statements and makes recommendations thereon to the Board of Directors prior to its approval by the full Board of Directors. The Audit Committee communicates directly with our external auditors in order to discuss audit and related matters whenever appropriate. The Audit Committee met formally in January, February March, June, September, and October 2021.
Compensation Committee
The Board of Directors has appointed a Compensation Committee which meets on executive compensation matters as and when required. Our Compensation Committee includes Oliver Nepomuceno and Alex Dey as outside directors. The Compensation Committee did not meet separately in 2021 as both members also serve on the Audit Committee.
Disclosure Committee
The Board of Directors has appointed a Disclosure Committee whose primary responsibility is to ensure timely and accurate disclosure of all relevant information in accordance with the various securities regulations. Our Disclosure Committee includes Joseph Fuda, the Company's CEO, and Alex Dey, an outside director.
D. Employees
We have six employees, one of which serves in a management capacity and three of which serve in an administrative capacity. . This includes Mr. Fuda, the Chief Executive Officer and President, and three support staff, all of whom work from our executive offices in Toronto, Canada. Additionally, we hired two engineering students who work for the Company on a full time basis. Mr. Amadori, our CFO, provides services through his management company. All research and development is outsourced to third parties. We consider our relations with our employees to be satisfactory.
| | NAME | SHARES
OWNED | OPTIONS
HELD | OPTION
EXERCISE
PRICE | EXPIRATION
DATE | % OF
TOTAL 1 |
| | Joseph Fuda
Chief Executive
Officer and Director | 1,824,335 | 250,000 1,500,000 400,000 | $0.10 $0.05 $0.07 | 06/29/2023 11/13/2025 10/08/2026 | 0.91%
(3,974,335) |
| | Dan Amadori
Chief Financial
Officer | 873,8572
| 250,000 1,500,000 400,000 | $0.10 $0.05 $0.07 | 06/29/2023 11/13/2025 10/08/2026 | 0.69 %
(3,023,857) |
| | Oliver Nepomuceno
Director | 1,078,572
| 100,000 500,000 100,000 | $0.10 $0.05 $0.07 | 06/29/2023 11/13/2025 10/08/2026 | 0.41%
(1,778,572) |
| | Alex Dey
Director | 899,7953 | 100,000 500,000 100,000 | $0.10 $0.05 $0.07 | 06/29/2023 11/13/2025 10/08/2026 | 0.37%
(1,599,795) |
1 | Calculated based on shares owned plus options held as a percentage total of shares outstanding as of October 31, 2021, plus options held. |
2 | 215,716 shares are held by a corporation controlled by Mr. Amadori. |
3 | 254,863 shares are held by a corporation wholly owned by Mr. Dey. |
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders:
No shareholder holds greater than 5% of the common shares outstanding. As of the date of this Annual Report approximately 50% of the issued and outstanding common shares are held by Canadian investors; approximately 44% of the issued and outstanding shares are held by U.S. investors; and approximately 6% are held by investors outside of Canada and the U.S.
B. Related Party Transactions:
The Company reports the following related party transactions:
(a) Management and consulting fees:
Included in professional fees, other fees and salaries as reported are management fees and consulting fees paid or payable to individuals (or Companies controlled by such individuals) who served as officers, directors, and employees of the Company. The total compensation paid to such parties is summarized as follows:
| | | 2021 | | | 2020 | | | 2019 | |
| Cash Compensation | $ | 107,201 | | $ | 17,517 | | $ | 4,684 | |
| Stock based compensation | | 227,500 | | | - | | | - | |
| | $ | 334,701 | | $ | 17,517 | | $ | 4,684 | |
The cash compensation paid in 2021 included $25,736 to our CFO, Dan Amadori and $81,826 to our CEO, Joseph Fuda. The cash compensation paid in 2020 and 2019 was to our CEO. In 2020, Mr. Fuda and Mr. Amadori each elected to cancel 650,000 stock options previously awarded to them in August 2018.
C. Interests of Experts and Counsel.
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Our consolidated financial statements for the years ended October 31, 2021, 2020 and 2019 have been prepared in accordance with IFRS as issued by the IASB.
We have never paid a dividend on our securities. We do not anticipate paying dividends in the foreseeable future.
B. Significant Changes
Significant Changes since October 31, 2021 are as presented in Note 23 to the Company's Consolidated Financial Statements. See "Item 18 - Financial Statements".
ITEM 9. THE OFFER AND LISTING
Our common shares are traded in the United States and are quoted on the OTCQB. The common shares are quoted under the symbol MMTIF. Our common shares are traded in Canada on the CSE under the symbol MRM.
The table below sets forth the high and low sales prices for common shares in U.S. Dollars as quoted on the OTCBB for the periods specified. Our fiscal year end is October 31.
| Period | High | Low |
| | | |
| Last six months: | | |
| February 2022 (through February 10th) | 0.07 | 0.05 |
| January 2022 | 0.07 | 0.05 |
| December 2021 | 0.08 | 0.04 |
| November 2021 | 0.10 | 0.05 |
| October 2021 | 0.07 | 0.05 |
| September 2021 | 0.08 | 0.06 |
| Last eight quarters: | | |
| Q4 2021 | 0.10 | 0.05 |
| Q3 2021 | 0.17 | 0.07 |
| Q2 2021 | 0.22 | 0.05 |
| Q1 2021 | 0.17 | 0.02 |
| Q4 2020 | 0.03 | 0.02 |
| Q3 2020 | 0.03 | 0.02 |
| Q2 2020 | 0.13 | 0.03 |
| Q1 2020 | 0.09 | 0.01 |
| Last five years: | | |
| 2021: | 0.22 | 0.04 |
| 2020: | 0.13 | 0.01 |
| 2019 | 0.13 | 0.01 |
| 2018 | 0.28 | 0.02 |
| 2017 | 0.31 | 0.12 |
On January 31, 2022, the last reported sale price for our common shares on the OTCQB was $0.06 per share. ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Our authorized capital consists of an unlimited number of common shares, of which 435,737,734 shares were issued and outstanding as of October 31, 2021, and 2,000,000 special, redeemable, voting preference shares, referred to herein as special shares, none of which were outstanding, as of October 31, 2021.
Additionally, the Company has 11,700,000 stock options outstanding with a weighted average exercise price of $0.06 per share (2020: 2,200,000 options outstanding with a weighted average exercise price of $0.10 per share )
B. Memorandum and Articles of Incorporation
Articles of Incorporation
Incorporation Details and Objects of Micromem Technologies Inc.
Micromem Technologies Inc. was incorporated under the laws of the Province of Ontario, Canada, on October 21, 1985 as Mine Lake Minerals Inc. We subsequently changed our name to Avanti Capital Corp. by filing Articles of Incorporation of Amendment on June 23, 1988 and to AvantiCorp International Inc. on April 30, 1992 before becoming Micromem Technologies Inc. on January 14, 1999. The Articles of Incorporation of Incorporation place no restrictions on the nature of the business to be carried on by Micromem.
Summary of Directors Powers and Authorities
The rights, duties, powers and authorities of our Board of Directors are set out in the Articles of Incorporation and By-laws and the statutory provisions of the Business Corporations Act (Ontario). The following is a selected summary of the Articles of Incorporation, By-laws and applicable provisions of the Business Corporations Act (Ontario) as they relate to selected rights, duties, powers and authorities of our Board of Directors.
The Articles of Incorporation provide for a minimum of three and a maximum of 12 directors. The Business Corporations Act (Ontario) prescribes that an offering corporation must have a minimum of three directors, at least twenty five percent (25%), or if they are less than 4, at least one of whom are Canadian residents and at least one third of whom are not officers or employees of us or our affiliates. The Board of Directors may, between annual shareholders meetings, appoint one or more additional directors to serve until the next annual shareholders meeting provided that the number of directors so added may not exceed by one-third (1/3) the number of directors required to have been elected at the last annual meeting of shareholders.
The Chairman of the Board of Directors or any one director may call a meeting upon the provision of forty-eight hours notice to each director in the manner prescribed in our By-laws. Any such notice shall include the items of business to be considered at the meeting. A majority of the directors constitute a quorum provided that half of those directors present are Canadian residents. Business cannot be transacted without a quorum. A quorum of directors may vote on any matter of business properly brought before the meeting provided that where a director is a party to a material contract or proposed material contract or has a material interest in the matter to be considered, such director must disclose his or her interest at the earliest possible date, request the conflict be noted in the minutes of the meeting, and with a few limited exceptions enumerated in the By-laws, refrain from voting on the matter in which the director has a material interest. There is no limitation on the Board of Directors to vote on matters of their remuneration provided such remuneration is disclosed in the financial statements and annual shareholder proxy materials.
The Board of Directors has broad borrowing powers and may, without authorization from the shareholders:
• borrow money on the credit of Micromem:
• issue, re-issue, sell or pledge debt obligations of Micromem;
• subject to restrictions respecting financial assistance prescribed in the Business Corporations Act (Ontario), give a guarantee on behalf of Micromem to secure the performance of an obligation of any person; and
• mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Micromem, owned or subsequently acquired, to secure any obligation of Micromem.
A person is qualified to be or stand for election as a director provided such person is at least 18 years of age, is not a bankrupt and is not found to be of unsound mind by a court in Canada or elsewhere. There is no requirement for a director to hold common shares.
Securities of Micromem
Holders of our common shares will be entitled to receive notice of, attend and vote at all meetings of the shareholders of Micromem. Each common share carries one vote at such meetings. In the event of the voluntary or involuntary liquidation, dissolution or winding-up of Micromem, after payment of all outstanding debts, the remaining assets of Micromem available for distribution will be distributed to the holders of our common shares. Dividends may be declared and paid on our common shares in such amounts and at such times as the directors shall determine in their discretion in accordance with the Business Corporations Act (Ontario). There are no pre-emptive rights, conversion rights, redemption provisions or sinking fund provisions attaching to the common shares. Common shares are not liable to further calls or to assessment by Micromem; provided, however, that pursuant to the provisions of the Business Corporations Act (Ontario), Micromem has a lien on any common share registered in the name of a shareholder or the shareholder's legal representative for a debt owed by the shareholder to Micromem.
Holders of special shares are entitled to receive notice of, attend and vote at all meetings of the shareholders of Micromem. Each special share carries one vote at such meetings. In the event of the voluntary or involuntary liquidation, dissolution or winding-up of Micromem, after payment of all outstanding debts, the holders of the special shares shall be entitled to receive, before any distribution of any part of the assets of Micromem among the holders of any other shares, the amount paid up on the special shares. The special shares are redeemable at the option of Micromem for the amount paid up on the shares. Dividends may not be declared or paid on the special shares and transfer of the Special Shares is restricted without the approval of the Directors of Micromem and the prior written consent of the Ontario Securities Commission. The number of special shares that may be issued and outstanding at any time is limited to 500,000. There are no pre-emptive rights, conversion rights or sinking fund provisions attaching to the special shares. Special shares are not liable to further calls or to assessment by Micromem; provided, however, that pursuant to the provisions of the Business Corporations Act (Ontario), Micromem has a lien on any special shares registered in the name of a shareholder or the shareholder's legal representative for a debt owed by the shareholder.
Rights and Privileges of Shareholders
Only the registered holders of our common shares and special preference shares on the record date are entitled to receive notice of and vote at annual and special meetings of shareholders. Where the items of business affect the rights of shareholders other than the holders of common shares, a special majority of two-thirds of the votes cast by the affected shareholders at the meeting called for such purpose is required to approve the item of business. Beneficial holders of common shares and special shares are also entitled to receive proxy materials in respect of meetings of shareholders in accordance with Canadian Securities Administrators National Instrument 54-101, provided that such proxies are limited in scope to instructing the registered shareholder (usually a brokerage house) on how to vote on behalf of the beneficial shareholder. There are no restrictions on the number of shares that may be held by non-residents other than restrictions set out in the Investment Canada Act (Canada). See "Additional Information - D. Exchange Controls".
There are no provisions in the By-laws regarding public disclosure of individual shareholdings. Notwithstanding this, applicable Canadian securities legislation requires certain public disclosure of persons owning or acquiring common shares in excess of 10% of a corporation's issued and outstanding share capital.
C. Material Contracts
None
D. Exchange Controls
As of the date hereof, we are not aware of any governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including, but not limited to, foreign exchange controls, or that affect the remittance of dividends or other payments to nonresident holders of our common shares.
We are not aware of any limitations under the laws of Canada or the Province of Ontario, or in the Articles of Incorporation or any other of our constituent documents on the right of nonresidents of Canada or persons who are not Canadian citizens to hold and/or vote common shares.
E. Taxation
Certain Canadian Income Tax Consequences
This discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing of common shares for a shareholder who is not a resident of Canada but is a resident of the United States and who will acquire and hold a common share as capital property for the purposes of the Income Tax Canada, also referred to as the Canadian Tax Act. This summary does not apply to a shareholder who carries on business in Canada through a permanent establishment situated in Canada or performs independent personal services in Canada through a fixed base in Canada if the shareholder is effectively connected with such permanent establishment or fixed base. This summary is based on the provisions of the Canadian Tax Act and the regulations there under and on an understanding of the administrative practices of Canada Customs & Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no other relevant amendments of any governing law although no assurance can be given in this respect. This discussion is general only and is not a substitute for independent advice from a shareholder's own Canadian and US tax advisors.
The provisions of the Canadian Tax Act are subject to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention (1980), as amended.
Dividends on common shares and Other Income
Under the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends paid or deemed to have been paid to him or her by a corporation resident in Canada. We are responsible for the withholding of tax at the source. The Canada-United States Income Tax Convention (1980) limits the rate to 15 percent if the shareholder is a resident of the United States and the dividends are beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially owns at least 10 percent of the voting stock of the payor corporation.
The amount of a stock dividend (for tax purposes) would generally be equal to the amount of our paid up or stated capital and increased by reason of the payment of such dividend. We will furnish additional tax information to shareholders in the event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.
The Canada-United States Income Tax Convention (1980) generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational, or charitable organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit fund or plan, if the organization is a resident of the United States and is exempt from income tax under the laws of the United States.
Dispositions of Common Shares
Under the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital losses, realized on a disposition of "taxable Canadian property". common shares will constitute taxable Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada, or if at any time in the five years immediately preceding the disposition 25 percent or more of the issued shares of any class or series in the capital stock of Micromem belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder did not deal at "arm's length" and in certain other circumstances.
The Canada-United States Income Tax Convention (1980) relieves United States residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:
the value of the shares is derived principally from "real property" in Canada, including the right to explore for or exploit natural resources and rights to amounts computed by reference to production, the shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during the 10 years immediately preceding, the disposition and the shares were owned by them when they ceased to be resident in Canada, or the shares formed part of the business property of a "permanent establishment" that the holder has or had in Canada within the 12 months preceding the disposition.
Certain United States Federal Income Tax Consequences
The following is a general summary of certain United States federal income tax consequences, under current law, generally applicable to a US Holder (as defined below). This summary does not address all potentially relevant United States federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of United States federal income tax law, such as those described below as excluded from the definition of a US Holder. United States alternative minimum tax considerations are not addressed in this summary. In addition, this summary does not cover any state, local or foreign tax consequences, nor any U.S. federal gift, estate or generation-skipping transfer tax consequences. (Certain, but not all, foreign tax consequences are described above under "Taxation - Certain Canadian Income Tax Consequences.")
The following summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS, and court decisions that are currently applicable, any of which could be materially and adversely changed, possibly on a retroactive basis, at any time. This summary does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied (possibly on a retroactive basis) at any time (including, without limitation, changes in applicable tax rates).
This summary is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of common shares, and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of common shares should consult their own tax advisors about the federal, state, local, and foreign tax consequences of purchasing, owning and disposing of common shares of the Company.
CIRCULAR 230 DISCLOSURE
ANY TAX STATEMENT MADE HEREIN REGARDING ANY U.S. FEDERAL TAX IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR PURPOSES OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN IS WRITTEN IN CONNECTION WITH THE MARKETING OR PROMOTION OF THE TRANSACTION TO WHICH THE STATEMENT RELATES. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
US Holders
As used herein, a "US Holder" means an owner of common shares who is a citizen or individual resident (as defined under United States tax laws) of the United States; a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or of any political subdivision thereof; an estate the income of which is taxable in the United States irrespective of source; or a trust if (a) a court within the United States is able to exercise primary supervision over the trust's administration and one or more United States persons have the authority to control all of the substantial decisions of the trust or (b) the trust was in existence on August 20, 1996 and has properly elected to continue to be treated as a United States person. This summary does not address the tax consequences to, and "US Holder" does not include, tax-exempt persons or organizations; qualified retirement plans, individual retirement accounts and other tax-deferred accounts; financial institutions; insurance companies; real estate investment trusts; regulated investment companies; entities subject to the U.S. corporate conversion rules; broker-dealers; U.S. tax expatriates; non-resident alien individuals or entities; persons or entities that have a "functional currency" other than the US dollar; persons who hold common shares as part of a straddle, hedging or conversion transaction; and persons who acquire their common shares as compensation for services. This summary is limited to US Holders who own common shares as capital assets and who hold the common shares directly (e.g., not through an intermediary entity such as a corporation, partnership, LLC or trust). This summary does not address the consequences to a person or entity of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares.
Distributions to US Holders Who Own Common Shares
Subject to the discussion below concerning the potential status of the Company (or any of its subsidiaries that are classified as corporations for United States federal income tax purposes ("Related Entities")) as a "passive foreign investment company" ("PFIC"), the gross amount of any distribution by the Company (including any Canadian taxes withheld therefrom) with respect to common shares generally should be included in the gross income of a US Holder as foreign source dividend income to the extent such distribution is paid out of current or accumulated earnings and profits of the Company, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds the Company's current and accumulated earnings and profits in that taxable year, the distribution is treated as a tax-free return of capital to the extent of the US Holder's adjusted tax basis in the common shares. Thereafter, to the extent that such distribution exceeds the US Holder's adjusted tax basis in the common shares, it is taxed as a capital gain.
Dividends received by non-corporate US Holders may be subject to United States federal income tax at lower rates (generally 15%) than other types of ordinary income, if certain conditions are met. These conditions include neither the Company nor a Related Entity being classified as a PFIC (discussed below), the Company being a "qualified foreign corporation", the US Holder's satisfaction of a holding period requirement, and the US Holder not treating the distribution as "investment income" for purposes of the investment interest deduction rules.
In the case of US Holders that are corporations, distributions from the Company generally are not eligible for the dividends received deduction.
Dispositions of Common Shares of the Company
Subject to the discussion below regarding PFICs, gain or loss, if any, realized by a US Holder on the sale or other disposition of common shares generally is subject to United States federal income taxation as capital gain or loss in an amount equal to the difference between the US Holder's adjusted tax basis in the common shares and the amount realized on the disposition. Net capital gain (i.e., capital gain in excess of capital loss) recognized by a non-corporate US Holder upon a sale or other disposition of common shares that have been held for more than one year is generally subject to a maximum United States federal income tax rate of 20%. Deductions for capital losses are subject to limitations.
US Anti-Deferral Regimes
There are two regimes applicable to foreign corporations under United States federal income tax law that potentially may apply to the Company - the "controlled foreign corporation" ("CFC") regime and the PFIC regime.
Generally, a foreign corporation is not a CFC unless more than fifty percent (by vote or value) of its stock is owned by "U.S. Shareholders" (generally, United States persons who have ten percent or more of the votes of the foreign corporation). This classification generally results in the inclusion of certain income of the CFC in the U.S. Shareholders' income as a deemed dividend. If the Company were a CFC, the United States federal tax consequences summarized herein could be materially and adversely different.
PFIC status is not conditioned on a certain level of ownership of the foreign corporation by United States persons, however. The Company or any Related Entity would be considered a PFIC if during any taxable year, 75% or more of its gross income consists of certain types of "passive" income, or if the average value during a taxable year of its "passive assets" (generally, assets that generate passive income) is 50% or more of the average value of all assets held by it. Passive income generally includes items such as dividends, interest, rents and royalties, although there are various "look through" rules that treat dividends from related persons, for example, as non-passive under certain conditions.
If the Company is classified as a PFIC, a US Holder is subject to increased United States federal income tax liability in respect of gain recognized on the disposition of his, her or its common shares or upon the receipt of certain distributions, unless such person makes a "qualified electing fund" election to be taxed currently on his, or her or its pro rata portion of the Company's income and gain (whether or not such income or gain is distributed in the form of dividends or otherwise), and the Company provides certain annual statements which include the information necessary to determine inclusions and assure compliance with the PFIC rules. As an alternative to the foregoing rules, a US Holder may make a "mark-to-market" election to include in income each year as ordinary income an amount equal to the increase in value of his, her or its common shares for that year or to claim a deduction for any decrease in value (but only to the extent of previous mark-to-market gains).
The CFC and PFIC rules are very complex. The Company offers no opinion or representations as to its status as a CFC or PFIC for the current or any prior or future tax years. US Holders should consult their own U.S. tax advisors with respect to the CFC and PFIC issues and their applicability to such Holder's particular situation.
Foreign Tax Credit
A US Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership or disposition of the common shares may be entitled, at the option of the US Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and applies to all foreign taxes paid by (or withheld from) the US Holder during that year.
There are significant and complex limitations that apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the US Holder's United States Federal income tax liability that the US Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific "baskets" of income. Foreign taxes assigned to a particular basket generally cannot offset United States tax on income assigned to another basket. Unused foreign tax credits can generally be carried back one year and carried forward ten years. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific and US Holders should consult their own U.S. tax advisors regarding their ability to utilize foreign tax credits in light of their individual circumstances.
Currency Fluctuations
For United States federal income tax purposes, the amount received by a US Holder as payment with respect to a distribution on, or disposition of common shares, if paid in Canadian dollars, is the US dollar value at the date of the payment, regardless of whether the payment is later converted into US dollars. In such case, the US Holder may recognize additional ordinary income or loss as a result of currency fluctuations between the date on which the payment is made and the date the payment is converted into US dollars.
A U.S. Holder may be subject to backup withholding with respect to cash dividends and proceed from a disposition of shares. In general, back-up withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the required information is timely furnished to the IRS.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We have filed the documents referred to herein and other information with the SEC, the Ontario Securities Commission and the Alberta Securities Commission. You may inspect and copy such material at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of such material from the SEC at prescribed rates by writing to the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC maintains an Internet website at www.sec.gov that contains reports, proxy statements, information statements and other material that are filed through the SEC's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. Documents filed with the Ontario Securities Commission and the Alberta Securities Commission can be accessed through an Internet website at www.sedar.com that contains reports, proxy statements, information statements and other material that are filed through the System for Electronic Document Analysis and Retrieval ("SEDAR").
Additional information is also available on our website at www.micromeminc.com. Such information on our website is not part of this Form 20-F.
I. Subsidiary Information
Not Applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. We do not hold or issue financial instruments for trading purposes. See Note 20 to our consolidated financial statements for our quantitative and qualitative disclosures about market risk.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable.
