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

Micromem Technologies Inc.

Consolidated Statements of Financial Position

As at October 31, 2024 and October 31, 2023

(Expressed in United States dollars)

			As at			As at
	Notes		October 31, 2024			October 31, 2023
Assets
Current
Cash	23	$	125,705		$	31,584
Prepaid expenses and other receivables	21 (d)		141,736			103,999
Total current assets			267,441			135,583
Property and equipment	7		15,272			32,767
Total assets		$	282,713		$	168,350

Liabilities
Current
Trade payables and other liabilities	20(b), 23(d)	$	336,575		$	209,285
Deposit liability	21(d)		63,000			63,000
Current lease liability	10		11,980			17,036
Debenture payable	8		37,389			37,509
Convertible debentures	11,23		3,853,273			3,548,059
Derivative liabilities	11,23		1,570,675			1,079,393
Warrant liabilities	12		1,087,997			-
Total current liabilities			6,960,889			4,954,282
Non-current lease liability	10		-			12,018
Long-term loan	9		44,806			43,254
Total liabilities			7,005,695			5,009,554

Shareholders' Deficiency
Share capital	13		91,678,279			90,471,712
Contributed surplus			27,288,183			24,868,843
Equity component of convertible debentures	11		696,671			3,220,473
Accumulated deficit			(126,386,115	)		(123,402,232	)
Total shareholders' deficiency			(6,722,982	)		(4,841,204	)
Total liabilities and shareholders' deficiency		$	282,713		$	168,350

Going concern	2
Commitments and Contingencies	21
Subsequent events	24

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

Approved on behalf of the Board of Directors:

"Joseph Fuda"		"Alex Dey"
Director		Director

Micromem Technologies Inc.

Consolidated Statements of Operations and Comprehensive Loss

For the years ended October 31, 2024, 2023, and 2022

(Expressed in United States dollars)

			Years ended October 31,
	Notes		2024			2023			2022

Operating expenses
General and administrative	16(a)		146,636			148,616			185,366
Professional, other fees and salaries	16(b)		391,406			610,052			647,710
Stock-based compensation	15		6,517			217,965			41,484
Travel and entertainment			37,631			63,360			59,504
Depreciation of property and equipment	7		16,492			16,492			25,878
Amortization of patents			-			-			3,877
Foreign exchange (gain)			(21,404	)		(62,613	)		(176,477	)
Total operating expenses			577,278			993,872			787,342

Other expenses (income)
Accretion expense	11		272,501			279,834			1,179,603
Interest expense	9,11		604,664			540,929			469,425
Other finance expenses	8,10,13		24,227			86,352			13,233
Loss on revaluation of warrant liabilities	12		826,393			-			-
Loss on debt settlement	13		118,784			-			-
Loss (gain) on revaluation of derivative liabilities	11		78,915			(658,503	)		(409,607	)
Loss on conversion of convertible debentures	11		45,535			21,120			94,326
Loss (gain) on repayment of convertible debentures	11		62,253			27,243			(47,877	)
Loss on extinguishment of convertible debentures	11		452,248			1,400,823			200,650
Total other expenses			2,485,520			1,697,798			1,499,753

Loss before income tax provision			(3,062,798	)		(2,691,670	)		(2,287,095	)
Income tax provision	19		-			-			-
Net loss and comprehensive loss		$	(3,062,798	)	$	(2,691,670	)	$	(2,287,095	)

Weighted average number of outstanding shares, basic and diluted	17		529,474,454			490,310,376			451,177,796

Loss per share, basic and diluted	17	$	(0.01	)	$	(0.01	)	$	(0.01	)

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

Micromem Technologies Inc.

Consolidated Statements of Changes in Shareholders' Deficiency

For the years ended October 31, 2024, 2023, and 2022

(Expressed in United States dollars)

										Equity component
		Number of		Share			Contributed			of convertible			Accumulated
	Notes	shares		capital			surplus			debentures			deficit			Total

Balance at November 1, 2021		435,737,734	$	86,815,836		$	28,197,382		$	14,004		$	(118,498,500	)	$	(3,471,278	)

Private placements of shares for cash	13	5,012,450		207,588			-			-			-			207,588
Share issuance costs	13	-		(25,591	)		-			-			-			(25,591	)
Convertible debentures converted into common shares	11	26,443,820		764,432			-			-			-			764,432
Shares issued on settlement of accounts payable	13	413,674		22,460			-			-			-			22,460
Expiry of convertible debenture conversion option	11	-		-			1,258,388			(1,258,388	)		-			-
Renewal of convertible debentures	11	-		-			(2,037,524	)		2,037,524			-			-
Stock-based compensation	15	-		-			41,484			-			-			41,484
Net loss and comprehensive loss		-		-			-			-			(2,287,095	)		(2,287,095	)

Balance at October 31, 2022		467,607,678	$	87,784,725		$	27,459,730		$	793,140		$	(120,785,595	)	$	(4,748,000	)

Private placements of shares for cash	13	9,864,500		535,525			-			-			-			535,525
Share issuance costs	13	-		(25,586	)		-			-			-			(25,586	)
Convertible debentures converted into common shares	11	30,346,660		1,742,226			-			(85,804	)		-			1,656,422
Exercise of stock options	15	2,550,000		434,822			(220,682	)		-			-			214,140
Expiry of stock options		-		-			(75,033	)		-			75,033			-
Expiry of convertible debenture conversion option	11	-		-			793,139			(793,139	)		-			-
Renewal of convertible debentures	11	-		-			(3,306,276	)		3,306,276			-			-
Stock-based compensation	15	-		-			217,965			-			-			217,965
Net loss and comprehensive loss		-		-			-			-			(2,691,670	)		(2,691,670	)

Balance at October 31, 2023		510,368,838	$	90,471,712		$	24,868,843		$	3,220,473		$	(123,402,232	)	$	(4,841,204	)

Private placements of shares for cash	13	24,478,227		439,155						-			-			439,155
Cash share issuance costs	13	-		(24,520	)		-			-			-			(24,520	)
Broker warrants issued	14	-		(3,909	)		3,909			-			-			-
Shares issued on settlement of accounts payable	13	1,333,333		79,167			-			-			-			79,167
Convertible debentures converted into common shares	11,18	36,805,300		716,674			-			(35,973	)		-			680,701
Expiry of stock options		-		-			(78,915	)		-			78,915			-
Expiry of convertible debenture conversion option	11	-		-			3,220,473			(3,220,473	)		-			-
Renewal of convertible debentures	11	-		-			(732,644	)		732,644			-			-
Stock-based compensation	15	-		-			6,517			-			-			6,517
Net loss and comprehensive loss		-		-			-			-			(3,062,798	)		(3,062,798	)

Balance at October 31, 2024		572,985,698	$	91,678,279		$	27,288,183		$	696,671		$	(126,386,115	)	$	(6,722,982	)

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

Micromem Technologies Inc.

Consolidated Statements of Cash Flows

For the years ended October 31, 2024, 2023, and 2022

(Expressed in United States dollars)

			Years ended October 31,
	Notes		2024			2023			2022
Operating activities
Net loss		$	(3,062,798	)	$	(2,691,670	)	$	(2,287,095	)
Items not affecting cash:
Depreciation of property and equipment	7		16,492			16,492			25,878
Amortization of patents			-			-			3,877
Accretion expense	11		272,501			279,834			1,179,603
Accrued interest	9,11		531,797			471,596			368,280
Stock-based compensation	15		6,517			217,965			41,484
Loss on revaluation of warrant liabilities	12		826,393			-			-
Loss on debt settlement	13		118,784			-			-
Loss on conversion of convertible debentures	11,18		45,535			21,120			94,326
Loss (gain) on repayment of convertible debentures	11,18		62,253			27,243			(47,877	)
Loss (gain) on revaluation of derivative liabilities	11,18		78,915			(658,503	)		(409,607	)
Loss on extinguishment of convertible debentures	11,18		388,985			1,400,823			200,650
Foreign exchange (gain) loss			(30,539	)		(67,031	)		(136,336	)
			(745,165	)		(982,131	)		(966,817	)
Net changes in non-cash working capital:
Prepaid expenses and other receivables			(37,737	)		(85,799	)		5,807
Deposit liability			-			63,000			-
Trade payables and other liabilities			156,978			(78,290	)		(36,021	)
Cash flows used in operating activities			(625,924	)		(1,083,220	)		(997,031	)

Investing activity
Purchase of property and equipment	7		-			(2,044	)		-
Cash flows used in investing activity			-			(2,044	)		-

Financing activities
Principal payments on lease liability	10		(17,381	)		(15,609	)		(25,317	)
Proceeds from private placements of shares and warrants	13		631,456			535,525			207,588
Share issuance costs	13		(24,520	)		(25,586	)		(25,591	)
Proceeds from the exercise of options	15		-			214,140			-
Proceeds from issuance of convertible debentures	11,18		417,950			645,151			765,671
Repayments of convertible debentures	11,18		(287,460	)		(270,000	)		(63,490	)
Cash flows provided by financing activities			720,045			1,083,621			858,861

Net change in cash			94,121			(1,643	)		(138,170	)
Cash - beginning of period			31,584			33,227			171,397
Cash - end of period		$	125,705		$	31,584		$	33,227

Supplemental cash flow information
Interest paid on convertible-debt (classified in operating activities)	11	$	72,867		$	64,679		$	88,465
Interest converted on convertible-debt (classified in operating activities)	11	$	52,772		$	238,859		$	12,680
Repayment penalties paid on convertible-debt (classified in operating activites)	11	$	63,263		$	-		$	-
Interest paid on non-convertible debt (classified in operating activities)	8	$	9,081		$	9,170		$	9,604
Interest on lease liability (classified in operating activities)	10	$	1,820		$	3,323		$	3,629
Cash share issuance costs (classified in operating activities)	13	$	13,326		$	-		$	-
Carrying amount of convertible debentures converted into common shares	18	$	716,674		$	1,742,226		$	764,432
Shares issued on settlement of accounts payable	13	$	29,687		$	-		$	22,460
ROU asset and lease liability recognized	10	$	-		$	-		$	48,408

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

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

1. Reporting entity and nature of business

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

The Company develops, based upon proprietary technology, customized sensor applications for companies (referred to as "Development Partners") operating internationally in various industry segments. The Company has not generated commercial revenues through October 31, 2024 and is devoting substantially all its efforts to securing commercial revenue opportunities.

2. Going concern

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

There are material uncertainties related to conditions and events that cast substantial doubt about the Company's ability to continue as a going concern and ultimately on the appropriateness of the use of the accounting principles applicable to a going concern. During the year ended October 31, 2024, the Company reported a net loss and comprehensive loss of $3,062,798 (2023 - $2,691,670, 2022 - $2,287,095) and negative cash flow from operations of $625,924 (2023 - $1,083,220, 2022 - $997,031). The Company's working capital deficiency as at October 31, 2024 was $6,693,448 (October 31, 2023 – $4,818,699).

The Company's success depends on the profitable commercialization of its proprietary sensor technology. Based upon its current operating and financial plans, management of the Company believes that it will have sufficient access to financial resources to fund the Company's planned operations through fiscal 2025; however, the ability of the Company to continue as a going concern is dependent upon its ability to secure additional financing and/or to profitably commercialize its technology. There is no assurance that the Company will be successful in the profitable commercialization of its technology, or will be able to secure the necessary additional financing. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. If the going concern assumption was not appropriate for these consolidated financial statements then adjustments could be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used; in such cases, these adjustments could be material.

3. Basis of presentation

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

These consolidated financial statements were authorized for issuance and release by the Company's Board of Directors on February 25, 2025.

(a) Basis of consolidation

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

The Company's wholly-owned subsidiaries include:

(i)	Inactive subsidiaries	Domiciled in
	Micromem Applied Sensors Technology Inc. ("MAST")	United States
	707019 Canada Inc.	Canada
	Memtech International Inc.	Bahamas
	Memtech International (USA) Inc., Pageant Technologies (USA) Inc.	United States
	Pageant Technologies Inc., Micromem Holdings (Barbados) Inc.	Barbados

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

3. Basis of presentation (continued)

(b) Basis of measurement

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

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

(d) Use of estimates and judgments

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

(i) Fair value of options, warrants and conversion features

The Company makes estimates and utilizes assumptions in determining the fair value for stock options, warrants, and conversion features based on the application of option pricing valuation models, as detailed in Note 11, depending on the circumstances. These pricing models require management to make various assumptions and estimates that are susceptible to uncertainty, including the volatility of the share price, expected dividend yield, expected term, risk-free interest rate, and exercise price.

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

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

(iii) Income taxes

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

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

(iv) Going concern assumption

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

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

4. Summary of material accounting policies

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

(a) Foreign currency translation

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

(b) Financial instruments

All financial instruments are initially recorded at fair value at the time they are entered into. The Company aggregates its financial instruments in accordance with IFRS 9, Financial Instruments , into classes based on their nature and characteristics. Management determines the classification when the instruments are initially recognized, which is normally the date of the transaction. The Company's accounting policy for each class of financial instruments is as follows:

(i) Amortized cost

This category includes financial assets that are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows that meet the solely principal and interest ("SPPI") criterion, and financial liabilities which are not required, and for which the Company has not elected to subsequently record at fair value through profit or loss.

Financial instruments in this category are initially recognized at fair value plus directly attributable transaction costs. Subsequently, these instruments are measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial instrument and of allocating interest over the relevant period. The effective interest rate is the rate that discounts estimated future cash receipts through the expected life of the financial instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Financial assets are adjusted for any expected credit losses ("ECLs").

Financial assets in this category include cash and other receivables. Financial liabilities in this category include trade payables and other liabilities, debenture payable, convertible debentures and long-term loan.

(ii) Fair value through profit or loss ("FVTPL")

This category includes derivative instruments and debt instruments whose cash flow characteristics fail the SPPI criterion or are not held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash flows and sell. These financial instruments are initially recognized at fair value; all transaction costs are recognized immediately in profit or loss. Subsequently, these instruments are recognized at fair value at each reporting date. Any changes in fair value, and gains or losses upon disposition of the financial instruments are recognized in profit or loss. Financial liabilities in this category include the derivative liabilities and warrant liabilities.

(iii) Fair value through other comprehensive income ("FVOCI")

This category only includes equity instruments, which the Company intends to hold for the foreseeable future and which the Company has irrevocably elected to so classify upon initial recognition or transition. Equity instruments in this category are subsequently measured at fair value with changes recognized in other comprehensive income, with no recycling of gains or losses to profit or loss upon derecognition. Dividend income is recognized in earnings. Equity instruments at FVOCI are not subject to an impairment assessment under IFRS 9. The Company has no financial assets in this category.

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

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

4. Summary of material accounting policies (continued)

(i) Initial recognition

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

For convertible debentures which provide conversion into a variable number of shares or into a fixed number of shares for a variable amount of consideration, the conversion option is accounted for as an embedded derivative, which is separated from the host contract. Upon initial recognition, the derivative liability is valued at fair value using an option pricing model, as detailed in Note 11. The carrying amount of the convertible debenture is recognized as the difference between the fair value of the instrument as a whole and the fair value of the derivative liability. Any directly attributable transaction costs are allocated to the derivative liability and host contract in proportion to their initial carrying amounts.

(ii) Modifications and extinguishments

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

(d) Fair value

Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

Fair value measurement for financial instruments are categorized into levels within a fair value hierarchy based on the nature of the valuation inputs (Levels 1, 2 or 3). The three levels are defined based on the observability of significant inputs to the measurement, as follows:

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

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

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

When one is available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument.

A market is regarded as "active" if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If there is no quoted price in an active market, then the Company uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

The derivative liabilities and warrany liabilities are measured at fair value on a recurring basis and categorized as level 2 in the fair value hierachy. The fair value of the derivative liabilities and warrant liabilities at October 31, 2024 are $1,570,675 and $1,087,997 (2023 - $1,079,393 and $nil). See note 11 (c) and note 12.

The Company's policy for determining when transfers between levels of fair value hierarchy occur is based on the date of the event or changes in circumstances that caused the transfer. During the years ended October 31, 2024 and 2023, there were no transfers between levels.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

4. Summary of material accounting policies (continued)

(e) Property and equipment

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

	Method		Rate
Computers	Declining balance	30%
Right-of-use asset	Straight-line		lesser of useful life and lease term

(f) Impairment of long-lived assets

The Company follows the guidelines prescribed in IAS 36, Impairment of Assets with respect to the measurement for impairment of assets. The carrying amounts of property and equipment and patents are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written down to their recoverable amount. The recoverable amount of long-lived assets is the greater of fair value less costs to sell and value in use. Impairment losses are recognized in the consolidated statements of operations and comprehensive loss.

(g) Development costs

Research costs are expensed in the period incurred. Development costs are expensed as incurred unless they meet the criteria for capitalization. Expenditures during the development phase are capitalized if the Company can demonstrate each of the following criteria: (i) the technical feasibility of completing the asset so that it will be available for use or sale, (ii) its intention to complete the asset and use or sell it, (iii) its ability to use or sell the asset, (iv) how the asset will generate probable future economic benefits, (v) the availability of adequate technical, financial and other resources to complete the development and to use or sell the asset, and (vi) its ability to measure reliably the expenditure attributable to the asset during its development; otherwise, these costs are expensed as incurred. Costs to be recovered from development partners are recorded to development costs receivable. Payments received from development partners on projects are recorded to income as a recovery of costs incurred and reduce the outstanding receivable. There were no development costs incurred or recovery of such costs in 2024, 2023, or 2022.

(h) Patents

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

(i) Leases

As a lessee

At the inception of a contract, the Company assesses whether a contract is, or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognizes a right-of-use asset and a lease liability at the commencement date of the lease.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset, less any lease incentives received. The rightof-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use assets are adjusted for impairment losses, if any. The estimated useful lives and recoverable amounts of right-of-use assets are determined on the same basis as those of property and equipment.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate currently set at 9%. The lease liability is subsequently measured at amortized cost using the effective interest method.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases (lease term of 12 months or less) and leases for which the underlying asset is of low value as there are none. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a lessor

As a lessor, the Company classifies its leases as either a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease.

Rental income arising from operating leases is accounted on a straight-line basis over the lease term.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

4. Summary of material accounting policies (continued)

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

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

(k) Government grants

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

(l) Provisions

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

(m) Income taxes

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

(n) Share capital

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

(o) Earnings or loss per share

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

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

5. New accounting standards and pronouncements

(a) Amendment to IAS 1, Presentation of Financial Statements, Issued but not yet effective

IAS 1 was amended in January 2020 to address inconsistences with how entities apply the standard over classification of current and non-current liabilities. The amendment serves to address whether, in the statement of financial position, debt and other liabilities with an uncertain settlement should be classified as current or non-current. The amendment is effective for annual reporting periods beginning on or after January 1, 2024. Earlier adoption is permitted. The Company will adopt this amendment as of the effective date, and does not anticipate any material impacts on adoption.

(b) Amendment to IFRS 9, Financial Instruments and IFRS 7,Financial Instruments - Disclosures, Issued but not yet effective

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to asses the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity instruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1, 2026. Retrospective application is required and early adoption is permitted.

(c) IFRS 18 Presentation and Disclosure in Financial Statements, Issued but not yet effective

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management-defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.

(d) Amendment to IFRS 10, Consolidated Financial Statements and IAS 28, Investments in Associates and Joint Ventures, Issued but not yet effective

The amendment addresses a conflict between the requirements of IAS 28 and IFRS 10 and clarifies that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined, however early adoption is permitted. The Company will adopt the amendment as of the effective date, and does not anticipate any material impacts on adoption.

6. Patents

		As at						As at
		November 1,						October 31,
		2023		Additions		Disposals		2024
Cost	$	681,288	$	-	$	-	$	681,288
Accumulated amortization		681,288		-		-		681,288
Net book value	$	-	$	-	$	-	$	-

		As at						As at
		November 1,						October 31,
		2022		Additions		Disposals		2023
Cost	$	681,288	$	-	$	-	$	681,288
Accumulated amortization		681,288		-		-		681,288
Net book value	$	-	$	-	$	-	$	-

The Company holds several patents in the United States for its Multimodal Fluid Condition Sensor Platform. The patents are fully amortized as at October 31, 2024 and 2023.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

7. Property and equipment

		As at						As at
		November 1,						October 31,
		2023		Additions		Foreign exchange		2024
Cost
Computers	$	9,510	$	-	$	-	$	9,510
Right-of-use assets		48,408		-		-		48,408
		57,918		-		-		57,918
Accumulated depreciation
Computers		4,981		1,289	$	70	$	6,340
Right-of-use assets		20,170		15,203		933		36,306
		25,151		16,492		1,003		42,646

Net book value	$	32,767					$	15,272

		As at						As at
		November 1,						October 31,
		2022		Additions		Foreign exchange		2023
Cost
Computers	$	7,466	$	2,044	$	-	$	9,510
Right-of-use assets		48,408		-		-		48,408
		55,874		2,044		-		57,918
Accumulated depreciation
Accumulated depreciation
Computers		3,748		1,148		85		4,981
Right-of-use assets		4,034		15,344		792		20,170
		7,782		16,492		877		25,151

Net book value	$	48,092					$	32,767

8. Debenture payable

The Company issued a debenture on March 17, 2020, with a principal amount of $51,500 CAD ($37,126 USD) and an original maturity date of June 17, 2020. The debenture's maturity date was extended by six month intervals on June 17, 2020, December 17, 2020, June 17, 2021, December 17, 2021, June 17, 2022, December 17, 2022, June 17, 2023, December 17, 2023 and June 17, 2024. The most recent extension on June 17, 2024 extended the debenture to December 17, 2024. The extension of the debenture's maturity date resulted in a substantial modification of the existing terms of the debenture and accordingly was accounted for as an extinguishment. The debenture bears interest at a rate of 24% and is unsecured. At October 31, 2024, the debenture had an outstanding balance of $37,389 ($52,031 CAD) (October 31, 2023 - $37,509 ($52,031 CAD)). During the year ended October 31, 2024, total interest expense of $9,081 (2023 - $9,170, 2022 - $9,604) was recognized in the consolidated statement of operations and comprehensive loss. As at the date of these consolidated financial statements were approved for issuance, the loan was not repaid.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

9. Long-term loan

The Company was granted a $60,000 CAD ($44,806 USD) unsecured, interest-free loan from the Government of Canada under the Canada Emergency Business Account ("CEBA") program to cover its operating costs (the "CEBA Loan"). If the Company were to have repaid $40,000 CAD ($29,871 USD) of the aggregate amount advanced on or before January 18, 2024, the repayment of the remaining $20,000 CAD would have been forgiven. The balance was not paid by January 18, 2024, and as a result, on January 19, 2024 the CEBA loan was converted to a 3-year term loan, bearing interest at 5% per annum, paid monthly. The total principal balance plus any accrued and unpaid interest is payable in full on December 31, 2026. The amount of interest expense incurred during the year ended October 31, 2024 is $1,764 (2023 - $nil).

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

Balance, October 31, 2022	$	43,796
Foreign exchange		(542	)
Balance, October 31, 2023	$	43,254
Accrued interest		1,764
Foreign exchange		(212	)
Balance, October 31, 2024	$	44,806

The following represents a maturity analysis of the Company's undiscounted contractual loan obligations as at October 31, 2024:

		USD
Less than one year	$	2,156
Between one and five years	$	45,632

10. Leases

(a) As a lessee

The lease obligation relates to the use of office space in Toronto, Ontario. The lease agreement has a term of August 1, 2022 to July 31, 2025. The present value of the lease obligation was calculated using a discount rate of 9%.

The lease liability is summarized as follows:

Balance, October 31, 2021	$	24,788
New lease agreement		48,408
Interest expense		3,629
Lease payments		(28,946	)
Foreign exchange		(3,095	)
Balance, October 31, 2022		44,784
Interest expense		3,323
Lease payments		(18,932	)
Foreign exchange		(121	)
Balance, October 31, 2023		29,054
Interest expense		1,820
Lease payments		(19,201	)
Foreign exchange		307
Balance, October 31, 2024	$	11,980

The following represents a maturity analysis of the Company's undiscounted contractual lease obligations as at October 31, 2024:

		USD
Less than one year	$	12,873

(b) As a lessor

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

For the year ended October 31, 2024, the Company recognized a total of $17,205 (2023 - $17,682, 2022 - $19,076) as rental income which has been recorded as a reduction to general and administrative expenses on the consolidated statement of operations and comprehensive loss.

The following represents a maturity analysis of the Company's lease payments to be received after October 31, 2024:

		USD
Less than one year	$	12,780

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

11. Convertible debentures

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

During the year ended October 31, 2024, the Company incurred $63,263 of financing costs (2023 - $86,352, 2022 - $21,000) which primarily consisted of early repayment and administrative fees, which are classified in loss of extinguishment of convertible debentures, of which $nil (2023 - $nil, 2022 - $nil) was converted into common shares.

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

Convertible debentures outstanding as at October 31, 2024:

*Denominated in CAD		USD
		(equity			CAD (embedded			USD (embedded
		component)			derivative)			derivative)			Total
Loan principal outstanding	$	1,413,245		$	1,523,657	*	$	231,250

Terms of loan
Annual stated interest rate		12-24%			12% - 24%			2% - 4%
Effective annual interest rate		24%			14 - 270%			24% - 176%
Conversion price to common shares		$0.03 - $0.04			$0.05 - $0.10	*		(i) - (ii)
Remaining life (in months)		0 - 4			0 - 6			0 - 12

Consolidated Statement of Financial Position
Carrying value of loan principal	$	1,413,245		$	1,461,356		$	106,347		$	2,980,948
Interest payable		333,000			506,685			32,640		$	872,325
Convertible debentures	$	1,746,245		$	1,968,041		$	138,987		$	3,853,273

Derivative liabilities	$	-		$	1,444,932		$	125,743		$	1,570,675
Equity component of convertible debentures	$	696,671		$	-		$	-		$	696,671

For the year ended October 31, 2024:

		USD (equity			CAD (embedded			USD (embedded
		component)			derivative)			derivative)			Total
Consolidated Statement of Operations and Comprehensive Loss
Accretion expense	$	5,636		$	174,437		$	92,428		$	272,501
Interest expense	$	329,432		$	262,743		$	10,725		$	602,900
Loss (gain) on revaluation of derivative liabilities	$	-		$	179,315		$	(100,400	)	$	78,915
Loss on conversion of convertible debentures	$	-		$	-		$	45,535		$	45,535
Loss (gain) on repayment of convertible debentures	$	-		$	(8,269	)	$	70,522		$	62,253
Loss on extinguishment of convertible debentures	$	(5,636	)	$	376,297		$	81,587		$	452,248

Consolidated Statement of Changes in Equity
Amount of principal converted to common shares	$	159,106		$	60,197	*	$	431,907
Amount of interest converted to common shares	$	44,106		$	197	*	$	8,469

Number of common shares issued on conversion of convertible debentures		5,566,285			1,203,945			30,035,070			36,805,300

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

11. Convertible debentures (continued)

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


		USD (equity		CAD (embedded		USD (embedded
		component)		derivative)		derivative)		Total
Consolidated Statement of Cash Flows
Amount of principal repaid in cash	$	16,000	$	88,326	$	183,134	$	287,460
Amount of interest repaid in cash	$	14,339	$	58,528	$	-	$	72,867

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

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

(b) Comparative information presented in the consolidated financial statements

Convertible debentures outstanding as at October 31, 2023:

*Denominated in CAD		USD (equity		CAD (embedded			USD (embedded
		component)			derivative)			derivative)		Total
Loan principal outstanding	$	1,261,265	$		2,146,715	*	$	405,001
Terms of loan
Annual stated interest rate		24.00%			12% - 24%			2% - 4%
Effective annual interest rate		24%			22 - 131%			24% - 5158%
Conversion price to common shares	$	0.03 - $0.04		$	0.05 - $0.10	*		(i) - (ii)
Remaining life (in months)		0 - 4			0 - 11			0 - 11

Consolidated Statement of Financial Position
Carrying value of loan principal	$	1,261,265	$		1,499,667		$	77,238	$	2,838,170
Interest payable		344,993			334,511			30,385		709,889
Convertible debentures	$	1,606,258		$	1,834,178		$	107,623	$	3,548,059

Derivative liabilities	$	-		$	783,650		$	295,743	$	1,079,393
Equity component of convertible debentures	$	3,220,473		$	-		$	-	$	3,220,473

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

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

For the year ended October 31, 2023:

		USD (equity	CAD (embedded				USD (embedded
		component)	derivative)				derivative)			Total
Consolidated Statement of Operations and Comprehensive Loss
Accretion expense	$	18,258	$	243,162		$	18,414		$	279,834
Interest expense	$	273,458	$	254,523		$	12,948		$	540,929
Gain on revaluation of derivative liabilities	$	-	$	(507,186	)	$	(151,317	)	$	(658,503	)
Loss on conversion of convertible debentures	$	-	$	-		$	21,120		$	21,120
Loss on repayment of convertible debentures	$	-	$	-		$	27,243		$	27,243
Loss on extinguishment of convertible debentures	$	33,488	$	1,169,800		$	197,535		$	1,400,823

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

11. Convertible debentures (continued)

(b) Comparative information presented in the consolidated financial statements


		USD (equity			CAD (embedded				USD (embedded
		component)				derivative)			derivative)			Total
Consolidated Statement of Changes in Equity
Amount of principal converted to common shares	$	250,000		$		455,000	*	$	232,700
Amount of interest converted to common shares	$	30,016		$		204,189	*	$	4,654

Number of common shares issued on conversion of convertible debentures		6,406,250				14,391,709			9,548,701			30,346,660

Consolidated Statement of Cash Flows
Amount of principal repaid in cash	$	-		$		-		$	270,000		$	270,000
Amount of interest repaid in cash	$	12,973		$		47,353		$	4,353		$	64,679
For the year ended October 31, 2022:

*Denominated in CAD		USD (equity			CAD (embedded				USD (embedded
		component)				derivative)			derivative)			Total
Consolidated Statement of Operations and Comprehensive Loss
Accretion expense	$	28,000			$	1,086,385		$	65,218		$	1,179,603
Interest expense	$	230,058			$	232,211		$	7,156		$	469,425
Gain on revaluation of derivative liabilities	$	-			$	(379,736	)	$	(29,871	)	$	(409,607	)
Loss on conversion of convertible debentures	$	-			$	-		$	94,326		$	94,326
Gain on repayment of convertible debentures	$	-			$	(661	)	$	(47,216	)	$	(47,877	)
Loss (gain) on extinguishment of convertible debentures	$	(28,007	)		$	99,078		$	129,579		$	200,650

Consolidated Statement of Changes in Equity
Amount of principal converted to common shares	$	-			$	-	*	$	712,100
Amount of interest converted to common shares	$	-			$	-	*	$	12,680

Number of common shares issued on conversion of convertible debentures		-				-			26,443,820			26,443,820

Consolidated Statement of Cash Flows
Amount of principal repaid in cash	$	-		$		7,490		$	56,000		$	63,490
Amount of interest repaid in cash	$	14,941		$		73,524		$	-		$	88,465

The fair value of the derivative liabilities is determined with option pricing models. The underlying assumptions are as follows:

	As at			As at
	October 31,			October 31,
	2024		2023
Volatility factor (based on historical volatility)	140%	- 203%		114%	- 189%
Risk free interest rate	3.18%	- 3.50%	5.11%		- 5.48%
Expected life of conversion features (in months)	0 - 12		0 - 11

Expected dividend yield	0%		0%
CDN to USD exchange rate (as applicable)	0.7186		0.7209
Call value	$0.02	- $0.04	$0.01		- $0.08

The key unobservable input in these models relates to volatility. Volatility was estimated using the historical volatility of the Company's stock prices for common shares. Changes in these assumptions may affect the fair value estimates of the derivative liabilities.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

12. Warrant liability

During the year ended October 31, 2024, the Company issued warrants as specified in note 13. These warrants were issued in connection with private placements and in debt settlement arrangements. The details of the warrants issued, including the exercise price and expiry date, are disclosed in note 13.

The Company determined that these warrants were exchangeable into a variable number of shares, and as such, the warrants were classified as financial liabilities measured at fair value through profit or loss ("FVTPL"). The Company uses the Black-Scholes pricing model to estimate fair value. Expected volatility has been based on an evaluation of the historical volatility of the Company's share price. The risk-free interest rate for the life of the warrants was based on the yield available on government benchmark bonds with a term approximating the remaining term of the warrants. The life of the warrant is based on the contractual term. The values as at the grant date are as follows:

At Grant Date	July 18, 2024	July 24, 2024	September 24, 2024	September 26, 2024
Share price	$0.01	$0.01	$0.01	$0.06
	($0.02 CAD)	($0.02 CAD)	($0.02 CAD)	($0.08 CAD)
Exercise price	$0.04	$0.04	$0.04	$0.04
	($0.05 CAD)	($0.05 CAD)	($0.05 CAD)	($0.05 CAD)
Volatility factor (based on historical volatility)	153%	155%	160%	160%
Risk free interest rate	3.83%	3.77%	2.95%	3.01%
Expected life (in years) of warrant	3	3	3	3
Expected dividend yield	0%	0%	0%	0%

As at October 31, 2024, the Company re-valued the warrant liability with the following inputs, assumptions and results, respectively:

At October 31, 2024	July 18, 2024	July 24, 2024	September 24, 2024	September 26, 2024
Share price	$0.06	$0.06	$0.06	$0.06
	($0.08 CAD)	($0.08 CAD)	($0.08 CAD)	($0.08 CAD)
Exercise price	$0.04	$0.04	$0.04	$0.04
	($0.05 CAD)	($0.05 CAD)	($0.05 CAD)	($0.05 CAD)
Volatility factor (based on historical volatility)	156%	156%	154%	155%
Risk free interest rate	3.09%	3.09%	3.09%	3.09%
Expected life (in years) of warrant	3	3	3	3
Expected dividend yield	0%	0%	0%	0%

The following summarizes the warrants and broker warrants activity for the year ended October 31, 2024:

	Number of		Grant date Fair		Fair value as at		Weighted average
	warrants		value		year end		exercise price
Outstanding at October 31, 2022 and 2023	-	$	-	$	-	$	-
Issued in a private placement (note 13 (b) (iv - vii))	20,762,220		192,300		1,021,991		0.04
Issued for debt settlement (note 13 (b) (vii))	1,333,333		69,304		66,006		0.04
Outstanding at October 31, 2024	22,095,553	$	261,604	$	1,087,997	$	0.04

During the year ended October 31, 2024, the Company allocated cash share issuance costs totalling $13,326 to the warrants issued, which were included in other finance expenses in the statement of operations and comprehensive loss. See note 13.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

13. Share capital

(a) Authorized

The Company has two classes of shares as follows:

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

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

(b) Outstanding

	Number		Amount
Outstanding at October 31, 2021	435,737,734	$	86,815,836
Issuance of common shares and units for cash (ix)	5,012,450		207,588
Cash share issuance costs	-		(25,591	)
Shares issued on settlement of accounts payable (vii)	413,674		22,460
Convertible debentures converted into common shares (note 11)	26,443,820		764,432
Outstanding at October 31, 2022	467,607,678	$	87,784,725
Issuance of common shares and units for cash (viii)	9,864,500		535,525
Cash share issuance costs	-		(25,586	)
Exercise of stock options (note 13 (b))	2,550,000		434,822
Convertible debentures converted into common shares (note 11)	30,346,660		1,742,226
Outstanding at October 31, 2023	510,368,838	$	90,471,712
Issuance of common shares and units for cash (i-vi)	24,478,227		439,155
Cash share issuance costs (i, v, vi)	-		(24,520	)
Broker warrants issued (i, iv)	-		(3,909	)
Shares issued on settlement of accounts payable (vii)	1,333,333		79,167
Convertible debentures converted into common shares (note 11)	36,805,300		716,674
Outstanding at October 31, 2024	572,985,698	$	91,678,279

(i) On December 22, 2023, the Company completed a brokered private placement and issued 1,900,000 common shares at price of $0.045 per share for gross proceeds of $84,937. The Company incurred share issuance costs totaling $3,544 and finder's fees of $2,796 paid in cash and issued 63,000 broker warrants in connection with its private placement, with a fair value of $3,208. See note 14. The broker warrants can be exercised at any time, on a one for one basis, at a price of $0.07 ($0.095 CAD) per share, until December 22, 2025.

(ii) On January 24, 2024, the Company completed a non-brokered private placement and issued 500,000 common shares at price of $0.055 per share for gross proceeds of $27,735. There were no finder's fees or other share issuance costs paid in connection with the financing.

(iii) On March 18, 2024, the Company completed a non-brokered private placement and issued 1,316,007 common shares at price of $0.0481 per share for gross proceeds of $63,185. There were no finder's fees or other share issuance costs paid in connection with the financing.

(iv) On July 18, 2024, the Company closed a brokered private placement of 3,979,800 units at $0.02 per unit for gross proceeds of $87,181. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.04 (CAD $0.05) for a period of 3 years following the issue date of the units. The Company has estimated the fair value of these warrants at $36,345 using the Black-Scholes option pricing model. See note 12. All securities issued are subject to a 4 month hold period expiring November 19, 2024. The Company issued 184,000 broker warrants in connection with its private placement with a fair value of $1,680. The Company allocated $979 to the common shares and $701 to the warrants issued. See note 14.

(v) On July 24, 2024, the Company closed a non-brokered private placement of 4,950,000 units at $0.02 (CAD $0.03) per unit for gross proceeds of $108,435. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.04 (CAD $0.05) for a period of 3 years following the issue date of the units. The Company has estimated the fair value of these warrants at $45,521 using the Black-Scholes option pricing model. See note 12. All securities issued are subject to a 4 month hold period expiring November 25, 2024. There were no finder's fee paid in connection with the financing.

On July 24, 2024 (together with the private placement on July 18, 2024), the Company incurred cash share issuance costs totaling $9,157. The Company allocated $5,325 to the common shares and $3,833 to the warrants issued.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

13. Share capital (continued)

(vi) On September 24, 2024, the Company closed a non-brokered private placement of 11,832,420 units at $0.02 (CAD $0.03) per unit for gross proceeds of $259,982. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.04 (CAD $0.05) for a period of 3 years following the issue date of the units. The Company has estimated the fair value of these warrants at $110,434 using the Black-Scholes option pricing model. See note 12. All securities issued are subject to a 4 month hold period expiring January 25, 2025. There were no finder's fee paid in connection with the financing. The Company incurred cash share issuance costs totaling $22,348 and allocated $12,855 to the common shares and $9,493 to the warrants issued.

(vii) During the year ended October 31, 2024, $29,687 (2023 - $nil) of accounts payable was settled in exchange for the issuance of 1,333,333 (2023 - nil) units. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the Company at a price of $0.04 (CAD $0.05) for a period of 3 years following the issue date of the units. The Company has estimated the fair value of the common shares at $79,167 and the fair value of the warrants at $69,304 using the Black-Scholes option pricing model. See note 12. A loss on debt settlement in the amount of $118,784 was recognized in the statement of operations and comprehensive loss.

During the year ended October 31, 2022, $22,460 of accounts payable was settled in exchange for 413,674 common shares. There was no gain or loss recognized upon settlement.

(viii) In 2023, the Company completed 26 private placements with investors consisting of common shares with no warrants, pursuant to prospectus and registration exemptions set forth in applicable securities law. The Company received net proceeds of $509,939 and issued a total of 9,864,500 common shares.

(ix) In 2022, the Company completed 9 private placements with investors consisting of common shares with no warrants, pursuant to prospectus

and registration exemptions set forth in applicable securities law. The Company received net proceeds of $181,997 and issued a total of 5,012,450 common shares.

14. Warrants

The following summarizes the broker warrants acitivty for the year ended October 31, 2024:

	Number of		Grant date Fair		Weighted average
	warrants		value		exercise price
Outstanding at October 31, 2022 and 2023	-	$	-	$	-
Broker warrants issued (note 13 (b), (i, iv))	247,000		3,909		0.04
Outstanding at October 31, 2024	247,000	$	3,909	$	0.04

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

At Grant Date	July 18, 2024	December 22, 2023
Share price	$0.01	$0.07
Share price	($0.02 CAD)	($0.095 CAD)
	($0.02 CAD)	($0.095 CAD)
Exercise price	$0.04	$0.07
Exercise price	($0.05 CAD)	($0.095 CAD)
	($0.05 CAD)	($0.095 CAD)
Volatility factor (based on historical volatility)	153%	146%
Risk free interest rate	3.83%	4.02%
Expected life (in years) of warrant	3	2
Expected dividend yield	0%	0%

The following table summarizes the warrants outstanding and exercisable as at October 31, 2024:

Expiry date	Number if warrants	Exercise price	Remaining contractual life
December 22,2025	63,000	$0.07 ($0.095 CAD)	1.14
July 18, 2027	184,000	$0.04 ($0.05 CAD)	2.71
	247,000

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

15. Stock options

(a) Stock option plan

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

(b) Summary of changes

				Weighted average
	Number of options			exercise price
Outstanding at October 31, 2022	11,725,000		$	0.06
Granted	3,000,000			0.09
Expired	(2,400,000	)		0.08
Exercised (i)	(2,550,000	)		0.09
Outstanding at October 31, 2023	9,775,000		$	0.06
Expired	(1,025,000	)		0.12
Outstanding at October 31, 2024	8,750,000		$	0.06

(i) During the year ended October 31, 2023, the Company issued a total of 2,550,000 common shares related to the exercise of stock options for gross proceeds of $214,140.

There were nil options issued to directors, officers, employees and consultants during the year ended October 31, 2024 (2023 - 3,000,000, 2022 - nil options issued).

					Weighted average
							Remaining
Date of issue	Expiry date		Number of options		Exercise price		contractual life
November 13, 2020	November 13, 2025	5,750,000		$	0.05	1.0
October 8, 2021	October 8, 2026	1,000,000			0.07	1.9
March 20, 2023	March 20, 2028		2,000,000		0.07		3.4
Outstanding at October 31, 2024			8,750,000	$	0.06		1.7

Of the total options outstanding, 8,750,000 are exercisable as at October 31, 2024 (2023 - 9,525,000).

(d) Fair value of options issued during the year

The fair value of the stock options issued has been determined in accordance with the Black Scholes option-pricing model. Volatility was estimated using the historical volatility of the Company's stock prices for its common shares. The underlying assumptions are as follows:

	2024	2023	2022
Share price at grant date	-	$0.07 - $0.12	$0.03 - $0.05
Exercise price	-	$0.07 - $0.12	$0.07
Volatility factor	-	175% - 184%	212% - 272%
Risk free interest rate	-	2.79% - 3.58%	0.97% - 4.33%
Expected life of options in years	-	1 - 5	1 - 2
Expected divided yield	-	0%	0%
Forfeiture rate	-	0%	0%
Weighted average Black Scholes value at grant date	-	$0.06 - $0.08	$0.02 - $0.03

During the year ended October 31, 2024, the Company recorded an expense of $6,517 related to the vesting of stock options (2023 - $217,965, 2022 - $41,484).

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

16. Operating expenses

(a) General and administration

The components of general and administration expenses are as follows:

	Notes		2024		2023		2022
General and administration		$	42,113	$	70,584	$	59,938
Rent and occupancy	10 (b)		18,514		17,663		50,907
Office insurance			1,986		1,930		1,696
Investor relations, listing and filing fees			77,535		52,756		64,769
Telephone			6,488		5,683		8,056
		$	146,636	$	148,616	$	185,366

(b) Professional, other fees and salaries

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

		2024		2023		2022
Professional fees	$	98,412	$	144,244	$	110,933
Consulting fees		40,977		67,664		69,563
Salaries and benefits		252,017		398,144		467,214
	$	391,406	$	610,052	$	647,710

17. Loss per share

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

		2024			2023			2022
Numerator
Net loss attributable to common shareholders and used in computation of basic and diluted loss per share	$	(3,062,798	)	$	(2,691,670	)	$	(2,287,095	)
Denominator
Weighted average number of common shares for computation of basic and diluted loss per share		529,474,454			490,310,376			451,177,796

For the years ended October 31, 2024, 2023 and 2022, all stock options, warrants and conversion features were anti-dilutive and, therefore, are excluded from the calculation of diluted loss per share.

18. Supplemental cash flow information

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

		Years ended October 31,
		2024			2023			2022
Balance - beginning of year	$	4,627,452	$		4,433,363	$		3,239,483
Cash flows from financing activities:
Proceeds from issuance of convertible debentures		417,950			645,151			765,671
Repayments of convertible debentures		(287,460	)		(270,000	)		(63,490	)
Non-cash changes:
Accretion expense		272,501			279,834			1,179,603
Accrued interest on convertible debentures		530,033			471,596			368,280
Loss (gain) on repayment of convertible debentures		62,253			27,243			(47,877	)
Loss on conversion of convertible debentures		45,535			21,120			94,326
Loss (gain) on revaluation of derivative liabilities		78,915			(658,503)			(409,607	)
Loss on extinguishment of debt		388,985			1,400,823			200,650
Convertible debentures converted into common shares		(680,701	)		(1,656,422	)		(764,432	)
Foreign exchange (gain) loss		(31,515	)		(66,753	)		(129,244	)
Balance - end of year	$	5,423,948		$	4,627,452		$	4,433,363

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

19. Income taxes

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

		2024			2023			2022
Loss before income taxes	$	(3,062,798	)	$	(2,691,670	)	$	(2,287,095	)
Statutory tax rate		26.5%			26.5%			26.5%
Expected income tax recovery	$	(811,641	)	$	(713,293	)	$	(606,080	)
Accretion expense and loss (gain) on convertible debentures and derivative liabilities		224,771			283,688			269,531
Stock-based compensation		1,727			57,761			10,992
Non-deductible (non-taxable) expenses and financing costs		239,387			(13,660)			(3,780	)
Effect of changes in exchange rates		30,403			74,714			940,577
Change in deferred tax assets not recognized		315,353			310,790			(611,240	)
	$	-		$	-		$	-

(b) Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

		2024			2023			2022
Non-capital losses	$	9,163,035		$	8,833,940		$	8,485,255
Capital losses		159,162			159,671			162,275
Property, equipment, patents and deferred costs		1,591,255			1,605,743			1,639,306
	$	10,913,452		$	10,599,354		$	10,286,836
Deferred tax asset not recognized		(10,913,452	)		(10,599,354	)		(10,286,836	)
	$	-		$	-		$	-

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

(c) The Company has non-capital losses of approximately $34 million available to reduce future taxable income, the benefit of which has not been recognized in these consolidated financial statements. As at October 31, 2024, the tax losses expire as follows:

		Canada		United States		Total
2026	$	1,726,462	$	-	$	1,726,462
2027		1,451,819		-		1,451,819
2028		-		-		-
2029		1,487,922		143,721		1,631,643
2030		2,007,595		1,880,897		3,888,492
2031		1,209,514		18,526		1,228,040
2032		1,340,456		325,793		1,666,249
2033		1,624,764		157,463		1,782,227
2034		2,350,482		679,089		3,029,571
2035		2,656,250		570,901		3,227,151
2036		3,117,259		441,019		3,558,278
2037		2,495,456		232,714		2,728,170
2038		1,687,021		317		1,687,338
2039		1,509,112		-		1,509,112
2040		508,349		-		508,349
2041		880,801		-		880,801
2042		1,250,158		-		1,250,158
2043		1,484,853		-		1,484,853
2044		1,338,776		-		1,338,776
	$	30,127,050	$	4,450,440	$	34,577,490

(d) In addition, the Company has available capital loss carryforwards of approximately $1.2 million to reduce future taxable capital gains, the benefit of which has not been recognized in these consolidated financial statements. Capital losses carry forward indefinitely.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

20. Key management compensation and related party transactions

The Company reports the following related party transactions:

(a) Key management compensation

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

		2024		2023		2022
Professional, other fees, and salaries	$	77,823	$	214,914	$	133,517
Stock-based compensation		-		82,946		-
	$	77,823	$	297,860	$	133,517

During the year ended October 31, 2024, there were no options awared to key management. During the year ended October 31, 2023, key management were awarded 1,340,000 options as part of the total 3,000,000 issued. See note 15.

(b) Trade payables and other liabilities

Included in accounts payable at October 31, 2024 is $28,161 payable to a corporation controlled by an officer of the Company (2023 - $nil). In addition, at October 31, 2024, accounts payable includes $2,436 payable to a director (2023 - $2,173).

21. Commitments and Contingencies

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

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

On April 29, 2021 the matter was resolved in Micromem's favor when the Court dismissed Mr. Van Fleet's claims and ruled that he was liable to the Company and to

MAST on their counterclaims. On June 16, 2021, the Court ruled that Micromem and MAST had established damages totaling $765,579 representing the full amount that had been requested; furthermore, the Court awarded costs and statutory prejudgment interest from May 9, 2017. On June 29, 2021 the Court entered a judgement in favor of Micromem and MAST for a total amount of $1,051,739.

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

The Company reports the recovery of this contingent asset as funds are received. In the year ended October 31, 2024 the Company has recorded a recovery of $26,648 as a reduction of legal expenses (2023 - $23,555, 2022 - $9,040). At October 31, 2024 $nil of the recovery is recorded as other receivable on the consolidated statement of financial position (2023 - $11,705).

(c) On November 1, 2023, a former employee filed a statement of claim against the Company relating to employment termination without reasonable notice. The Company filed a statement of defence and counterclaim on November 29, 2023 denying all liability to the former employee. In August 2024, management attended legal discoveries and presented the Company's position. The matter proceeded to non-binding arbitration in October 2024 which ended without reaching to an agreement. The Company considers the claim of the former employee to be largely and likely without merit and therefore, no provision has been recorded in these consolidated financial statements.

(d) On March 23, 2023, the Company signed a letter of intent (the "LOI") with companies incorporated in Romania (the "Parties") whereby the Parties intend to collaborate for the development of certain hardware equipment (the "Project"). Under the LOI, the Parties will provide full payment for the hardware equipments and the Company will provide all engineering support and expertise as required. At October 31, 2024 a formal agreement relating to the Project has not been executed.

As at October 31, 2024, the Company received total advances of $63,000 from the Parties and has paid $126,000 to a third party for the construction of the hardware equipment. The Company has recorded the total advances as a deposit liability and the third party payments as a prepaid expense on the consolidated statement of financial position.

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

22. Capital risk management

The Company's objectives when managing capital are to (i) maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, (ii) ensure it has sufficient cash resources to further develop and market its technologies and (iii) maintain its ongoing operations. The Company defines its capital as its net assets, i.e. total assets less total liabilities. In order to secure the additional capital necessary to pursue these objectives, the Company may attempt to raise additional funds through the issuance of equity or convertible debentures or by securing strategic partners. The Company is not subject to externally imposed capital requirements and there has been no change with respect to the overall capital risk management strategy during the year ended October 31, 2024.

23. Financial risk management

(a) Currency risk

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

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

		As at		As at
		October 31,		October 31,
		2024		2023
		CAD		CAD
Cash	$	34,362	$	38,444
Other receivables	$	10,182	$	29,080
Trade payables and other liabilities	$	439,667	$	290,311
Convertible debentures	$	2,738,716	$	2,544,289
Debenture payable	$	52,031	$	52,031
Derivative liabilities	$	2,010,760	$	1,087,044
Warrant liabilities	$	1,514,051	$	-
Long-term loan	$	62,351	$	60,000

A 10% strengthening of the US dollar against the CAD dollar would decrease net loss and comprehensive loss by $487,000 as at October 31, 2024 (October 31, 2023 - decrease net loss and comprehensive loss by $260,000). A 10% weakening of the USD against the CAD would have the opposite effect of the same magnitude.

(b) Interest rate risk

Interest rate risk is the risk that the fair value of, or future cash flows from, the Company's financial instruments will significantly fluctuate due to changes in market interest rates. The Company is exposed to interest rate risk on its interest-bearing convertible debentures, long-term loan and debenture payable. The exposure to interest rates on convertible debentures and the debenture payable is limited due to the short-term nature of these instruments. The Company's long-term loan is at a fixed interest rate. The exposure to interest rates for the Company is considered minimal.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company has exposure to credit risk from its cash and receivables. The maximum exposure to credit risk is the carrying value of these financial assets, which amounted to $125,705 as at October 31, 2024 (October 31, 2023 - $43,289).

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

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

Micromem Technologies Inc.
Notes to Consolidated Financial Statements
For the years ended October 31, 2024, 2023, and 2022
(Expressed in United States dollars, unless otherwise noted)

23. Financial risk management (continued)

(d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's policy is to review liquidity resources and ensure that sufficient funds are available to meet financial obligations as they become due. Further, the Company's management is responsible for ensuring funds exist and are readily accessible to support business opportunities as they arise. With the exception of the long-term loan, all financial liabilities are due within 1 year as at October 31, 2024.

(i) Trade payables

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

		As at		As at
		October 31,		October 31,
		2024		2023
Over 30 days past billing date	$	336,575	$	209,285
	$	336,575	$	209,285

(ii) Convertible debentures and derivative liabilities

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

		As at October 31,				As at October 31,
		2024				2023
		Convertible debentures		Debenture payable		Convertible debentures		Debenture payable
Less than three months	$	2,492,556	$	37,389	$	2,451,614	$	37,509
Three to six months		1,376,673				1,038,355		-
Six to twelve months		171,250				433,815		-
	$	4,040,479	$	37,389	$	3,923,784	$	37,509

(iii) Warrant liabilities

The following represents an analysis of the maturity of warrant liabilities:

		As at		As at
		October 31,		October 31,
		2024		2023
Less than one year	$	-	$	-
Between one to five years		1,087,997		-
Greater than five years		-		-
	$	1,087,997	$	-

(iv) Long-term debt

The following represents an analysis of the maturity of warrant liabilities:

		As at		As at
		October 31,		October 31,
		2024		2023
Less than one year	$	-	$	-
Between one to five years		49,477		43,254
Greater than five years		-		-
	$	49,477	$	43,254

24. Subsequent events

Subsequent to October 31, 2024:

(a) The Company secured six (6) private placements with investors consisting of common shares and warrants pursuant to prospectus and registrations set forth in applicable securities law. It realized net proceeds of $405,000 CDN ($285,125 USD) and issued a total of 8,100,000 common shares.

(b) The Company secured $57,500 USD in convertible debentures with a 12 month term and conversion features which become effective six months after initiation date.

(c) The Company converted $44,106 USD of convertible debentures and accrued interest through the issuance of 1,600,588 common shares.

(d) The Company issued 1,679,800 common shares upon an exercise of warrants realizing net proceeds of $83,990 CDN ($58,344 USD).

(e) The Company made partial payments of $16,000 USD and of $5,000 USD towards convertible debentures.

(f) The Company extended convertible debentures that were within 3 months of maturity date from October 31, 2024 for an additional three (3) to six (6) months.

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1930)	1

Consolidated Financial Statements:

Consolidated Statements of Financial Position	4

Consolidated Statements of Operations and Comprehensive Loss	5

Consolidated Statements of Changes in Shareholders' Deficiency	6

Consolidated Statements of Cash Flows	7

Notes to the Consolidated Financial Statements	8 - 27

MNP LLP
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