FORM 7 – MONTHLY PROGRESS REPORT
June, 2012
Page 1
FORM 7 MONTHLY PROGRESS REPORT
Name of CNSX Issuer: Micromem Technologies Inc. (the “Issuer”).
Trading Symbol: MRM
Number of Outstanding Listed Securities: 238,263,967
Date: July 6, 2018
This Monthly Progress Report must be posted before the opening of trading on the fifth trading day of each month. This report is not intended to replace the Issuer’s obligation to separately report material information forthwith upon the information becoming known to management or to post the forms required by the CNSX Policies. If material information became known and was reported during the preceding month to which this report relates, this report should refer to the material information, the news release date and the posting date on the CNSX.ca website.
This report is intended to keep investors and the market informed of the Issuer’s ongoing business and management activities that occurred during the preceding month. Do not discuss goals or future plans unless they have crystallized to the point that they are "material information" as defined in the CNSX Policies. The discussion in this report must be factual, balanced and non-promotional.
General Instructions
(a) Prepare this Monthly Progress Report using the format set out below. The sequence of questions must not be altered nor should questions be omitted or left unanswered. The answers to the items must be in narrative form. State when the answer to any item is negative or not applicable to the Issuer. The title to each item must precede the answer.
(b) The term “Issuer” includes the Issuer and any of its subsidiaries.
(c) Terms used and not defined in this form are defined or interpreted in Policy 1 – Interpretation and General Provisions.
Report on Business
1. Provide a general overview and discussion of the development of the Issuer’s business and operations over the previous month. Where the Issuer was inactive disclose this fact.
The Issuer continued to pursue discussions with existing and potential strategic partners for the use of its sensor technology and to promote the practical advantages of this technology in multiple industry sectors.
The Issuer has received approval from its multinational energy corporation client, Chevron, on the $175,000 USD payment now due. The Issuer has been advised that the commercial roll out agreement for the Aroma product, with Chevron will be forthcoming.
I believe and hope this is the beginning for MMTIF.
FORM 7 – MONTHLY PROGRESS REPORT
June 2012
Page 2
Subsequent to the ATRA-171 product launch in March 2018, and with 64 proposals submitted, the Issuer continues to respond to potential client interest. As a result, a test installation for an initial order is being scheduled within the next few months.
The Company continues to have available markets and revenue opportunities for its’ RT Lube Analyzer product. The Issuer has received one purchase order in May 2018 and continues in discussions with two additional strategic end users.
2. Provide a general overview and discussion of the activities of management.
The Company was also involved in (a) supporting projects that it has previously announced, (b) the preparation of sales and marketing for the commercial oil and gas tracer detection product, to customers outside of its JDA with the existing oil and gas partner and, (c) on-going management of and dealing with our governance processes and regulatory requirements, including the filing of the 2nd quarter interim financial reports on SEDAR and EDGAR.
3. Describe and provide details of any new products or services developed or offered. For resource companies, provide details of new drilling, exploration or production programs and acquisitions of any new properties and attach any mineral or oil and gas or other reports required under Ontario securities law.
The Company continues exploring new development opportunities with prospective clients and continues to move forward with a number of development projects previously announced.
4. Describe and provide details of any products or services that were discontinued. For resource companies, provide details of any drilling, exploration or production programs that have been amended or abandoned.
No products or services were discontinued.
5. Describe any new business relationships entered into between the Issuer, the Issuer’s affiliates or third parties including contracts to supply products or services, joint venture agreements and licensing agreements etc. State whether the relationship is with a Related Person of the Issuer and provide details of the relationship.
The Company continues to pursue new business relationships with large corporations who are evaluating our sensor technology platforms for their businesses.
6. Describe the expiry or termination of any contracts or agreements between the Issuer, the Issuer’s affiliates or third parties or cancellation of any financing arrangements that have been previously announced.
No contracts or agreements expired or were terminated or cancelled.
7. Describe any acquisitions by the Issuer or dispositions of the Issuer’s assets that occurred during the preceding month. Provide details of the nature of the assets acquired or disposed of and provide details of the consideration paid or payable together with a schedule of payments if applicable, and of any valuation. State how the consideration was determined and whether the acquisition was from or the disposition was to a Related Person of the Issuer and provide details of the relationship.
The Company did not acquire nor dispose of any assets during the period.
FORM 7 – MONTHLY PROGRESS REPORT
June 2012
Page 3
8. Describe the acquisition of new customers or loss of customers.
The Company continues to develop the scope of its activities particularly with its existing client in the oil sector. The Company continues to evaluate new potential opportunities in other sectors.
9. Describe any new developments or effects on intangible products such as brand names, circulation lists, copyrights, franchises, licenses, patents, software, subscription lists and trade-marks.
The Company continues to evaluate all of its pending patent applications and the decision to continue with the prosecution of such patent applications on a case by case basis.
10. Report on any employee hirings, terminations or lay-offs with details of anticipated length of lay-offs.
No such developments have occurred during the period.
11. Report on any labour disputes and resolutions of those disputes if applicable.
No such developments have occurred during the period. The Company reports accrued wages payable to certain of the management team and continues to address these obligations.
12. Describe and provide details of legal proceedings to which the Issuer became a party, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.
The Company did not become a party to any new legal proceedings.
13. Provide details of any indebtedness incurred or repaid by the Issuer together with the terms of such indebtedness.
The Company extended a convertible debenture originally secured in February 2017 that matured June, 2018 totaling $180,000 CDN with a new maturity date of October 5, 2018.
The Company repaid a convertible debenture originally secured in February 2017 totaling $200,000 CDN that matured on June 5, 2018.
The Company issued 230,000 shares to repay $14,725 CDN of a convertible debenture originally secured in October 2017 totaling $310,000 CDN, plus fees. The remaining $295,275 CDN matures October 26, 2018.
FORM 7 – MONTHLY PROGRESS REPORT
June 2012
Page 4
14. Provide details of any securities issued and options or warrants granted.
Security
Number Issued
Details of Issuance
Use of Proceeds(1)
Common shares
Common shares
Common shares
Options
1,562,500
38,295
230,000
2,200,000
Private Placements @ $0.11 CDN
Repayment of Debt @ $0.17 CDN
@$0.07 CDN
Grant of Options @0.13 CDN
$171,875 CDN; repayment of debt
$6,510.15 CDN; payment of interest on debenture
$16,100 CDN; partial repay debt, plus fees
N/A
(1) State aggregate proceeds and intended allocation of proceeds.
15. Provide details of any loans to or by Related Persons.
No loans to or by related persons.
16. Provide details of any changes in directors, officers or committee members.
No changes in directors, officers or committee members.
17. Discuss any trends which are likely to impact the Issuer including trends in the Issuer’s market(s) or political/regulatory trends.
The Company is attracting interest from a wider variety of large potential customers through its ongoing marketing initiatives.
Certificate Of Compliance
The undersigned hereby certifies that:
1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Certificate of Compliance.
2. As of the date hereof there were is no material information concerning the Issuer which has not been publicly disclosed.
3. The undersigned hereby certifies to CNSX that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all CNSX Requirements (as defined in CNSX Policy 1).
4. All of the information in this Form 7 Monthly Progress Report is true.
