As filed with the Securities and Exchange Commission on March 5, 2001

                                                    Registration No. 000-26005


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ----------------

                          MICROMEM TECHNOLOGIES INC.
            (Exact name of Registrant as specified in its Charter)


      Ontario, Canada                                   Not Applicable
 (State or other jurisdiction of                      (I.R.S. employer
 incorporation or organization)                       identification no.)


                           150 York Street, Suite 302
                       Toronto, Ontario M5H-3S5, Canada
        (Address, including zip code, of principal executive offices)
                               ----------------

              Micromem Technologies Inc. 1999 Stock Option Plan
              Micromem Technologies Inc. 2000 Stock Option Plan
Consulting Agreement dated January 29, 1999, between 275311 Ontario, Inc. and
                           Micromem Technologies Inc.
Employment and Option Agreement dated January 2, 2000, between Salvatore Fuda
                         and Micromem Technologies Inc.
  Consulting Agreement dated March 10, 1999, between Mast Holding (Bermuda)
                       Ltd. and Micromem Technologies Inc.
                          (Full titles of the plans)
                               ----------------

                                Bruce Rabb, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                        New York, New York 10022-3852
                   (Name and address of agent for service)
                                 (212) 715-9484
        (Telephone number, including area code, of agent for service)
                              -----------------

                                    Copy to:
                                  Manoj Pundit
                           Micromem Technologies Inc.
                           150 York Street, Suite 302
                        Toronto, Ontario M5H-3S5, Canada
                                 (416) 364-6513

<PAGE>



                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                             Amount        Proposed      Proposed   Amount of
   Title of Securities        to be        Maximum       Maximum    Registration
    to be Registered       Registered   Offering Price  Aggregate   Fee (US$)
                                          Per Share      Offering
                                            (US$)      Price (US$)
-------------------------------------------------------------------------------
Common Shares               280,000 (1)    $3.2969(2)     $ 923,132  $   230.78
-------------------------------------------------------------------------------
Common Shares               800,000 (3)    $3.2969(2)    $2,637,584  $   659.40
-------------------------------------------------------------------------------
Common Shares               100,000 (4)    $3.2969(2)     $ 329,690  $    82.42
-------------------------------------------------------------------------------
Common Shares               500,000 (5)    $7.06  (6)    $3,530,000  $   882.50
-------------------------------------------------------------------------------
Common Shares               500,000 (7)    $3.1875(6)    $1,593,750  $   398.44
-------------------------------------------------------------------------------
Common Shares             2,800,000 (8)    $7.06  (6)   $19,768,000  $ 4,942.00
-------------------------------------------------------------------------------
Common Shares             1,000,000 (9)    $3.125 (6)    $3,125,000  $   781.25
-------------------------------------------------------------------------------
Common Shares               100,000 (10)   $2.875 (6)     $ 287,500  $    71.88
-------------------------------------------------------------------------------
Common Shares               454,292 (11)   $3.2969(2)    $1,497,755  $   374.44
-------------------------------------------------------------------------------
Common Shares               714,686 (12)   $3.2969(2)    $2,356,248  $   589.06
-------------------------------------------------------------------------------
Common Shares               458,010 (13)   $3.2969(2)    $1,510,013  $   377.50
-------------------------------------------------------------------------------
Common Shares             2,820,000 (14)   $3.19  (6)    $8,995,800  $ 2,248.95
-------------------------------------------------------------------------------

 (1)  Consists of 180,000 common shares authorized under the Micromem
      Technologies Inc. 1999 Stock Option Plan (the "1999 Plan") but not yet
      subject to options and 100,000 common shares authorized under the Micromem
      Technologies Inc. 2000 Stock Option Plan (the "2000 Plan") but not yet
      subject to options.

(2)   Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for the purpose of calculating
      the registration fee. The Proposed Maximum Offering Price Per Share is
      based on the average of the high and low prices of a common share as
      reported on the OTC Bulletin Board for February 28, 2001, which is within
      five business days prior to the date of this Registration Statement.

(3)   Common shares held by Salvatore Fuda after exercising, on December 6,
      2000, 800,000 options granted to him under the 1999 Plan on January 25,
      1999.

 (4)  Common shares held by Salvatore Fuda after exercising, on November 4,
      1999, 100,000 options granted to him under the 1999 Plan on January 25,
      1999.

(5)   Common shares subject to options granted under the 1999 Plan on
      November 30, 2000.

(6)   The exercise price per share of the applicable options.

(7)   Common shares subject to options granted under the 1999 Plan on
      February 21, 2001.

(8)   Common shares subject to options granted under the 2000 Plan, of which
      2,150,000 were granted on June 30, 2000 and 650,000 were granted on
      November 30, 2000.

(9)   Common shares subject to options granted under the 2000 Plan on
      December 19, 2000.

(10)  Common shares subject to options granted under the 2000 Plan on January
      17, 2001.

(11)  Common shares held by Salvatore Fuda under the Consulting Agreement
      dated January 29, 1999, between 275311 Ontario Inc. and Micromem
      Technologies Inc.

(12)  Common shares held by Salvatore Fuda after exercising options granted
      under the Employment and Option Agreement dated January 2, 2000, between
      Salvatore Fuda and Micromem Technologies Inc.

(13)  Common shares held by Mast Holding (Bermuda) Ltd., a corporation
      wholly-owned by Robert Patterson, under the Consulting Agreement dated
      March 10, 1999, between Mast Holding (Bermuda) Ltd. and Micromem
      Technologies Inc.

(14)  Common shares subject to options granted under the 1999 Plan on February
      28, 2001.


                                      -2-
<PAGE>

                                     PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part 1 of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part 1 of Form S-8.


                                      -3-
<PAGE>

REOFFER PROSPECTUS

                           MICROMEM TECHNOLOGIES INC.
                                  ("Micromem")

                            ---------------------

                              900,000 Common Shares
         acquired by Salvatore Fuda upon the exercise of options granted
                   under the Micromem 1999 Stock Option Plan.

                              650,000 Common Shares
    subject to options granted under the Micromem 1999 Stock Option Plan, of
                 which 150,000 were granted on November 30, 2000
                 and 500,000 were granted on February 21, 2001.

                              454,292 Common Shares
             issued to Salvatore Fuda under the Consulting Agreement
        dated January 29, 1999, between 275311 Ontario Inc. and Micromem.

                              714,686 Common Shares
    acquired by Salvatore Fuda upon the exercise of options granted under the
             Employment and Option Agreement dated January 2, 2000,
                      between Salvatore Fuda and Micromem.

                              458,010 Common Shares
 issued to Mast Holding (Bermuda) Ltd., a corporation wholly-owned by Robert
                  Patterson, under the Consulting Agreement
   dated March 10, 1999, between Mast Holding (Bermuda) Ltd. and Micromem.

                             3,100,000 Common Shares
    subject to options granted under the Micromem 2000 Stock Option Plan, of
     which 1,850,000 were granted on June 30, 2000, 250,000 were granted on
       November 30, 2000, and 1,000,000 were granted on December 19, 2000.

                             1,750,000 Common Shares
            subject to options granted under the Micromem 1999 Stock
                        Option Plan on February 28, 2001.


                            ---------------------


      The shareholders of Micromem Technologies Inc. listed on page 8 of this
prospectus are eligible to offer and sell up to a total of 8,026,988 common
shares under this prospectus. Micromem is not offering or selling any shares
under this prospectus and will not receive any of the proceeds from the sale of
the shares offered by these selling shareholders.

      The selling shareholders may sell the shares from time to time on or off
the NASD OTC Bulletin Board at prevailing market prices or at negotiated prices.
Sales may be made through brokers or to dealers, who are expected to receive
customary commissions or discounts.

      Our common shares are listed for trading on the NASD OTC Bulletin Board
under the symbol "MMTI.OB". On March 2, 2001, the last reported sale price
for our common shares was 3.6797 per share.


                              ---------------------

             INVESTING IN OUR COMMON SHARES INVOLVES CERTAIN RISKS.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 4.

                              ---------------------

     Neither the Securities and Exchange Commission nor any state securities
 commission has approved or disapproved these securities or determined if this
   prospectus is truthful or complete. Any representation to the contrary is a
   criminal offense. This prospectus is not an offer to sell these securities
  and it is not soliciting an offer to buy these securities in any state where
                       the offer or sale is not permitted.


                     This prospectus is dated March 5, 2001.

<PAGE>

                                TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements....................2

Where You Can Find More Information .........................................3

Risk Factors.................................................................4

About Micromem...............................................................5

Statement of Capitalization and Indebtedness.................................6

Price Range of Common Shares of Micromem.....................................6

Selling Shareholders.........................................................7

Use of Proceeds.............................................................10

Plan of Distribution........................................................10

Experts.....................................................................11

Disclosure of Commission Position on Indemnification For Securities Act
Liabilities.................................................................11

                              CAUTIONARY STATEMENT
                      REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains a number of forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Specifically, all statements other than statements
of historical facts included in this prospectus, or incorporated herein by
reference, regarding our financial position, business strategy and plans, and
objectives of management for future operations are forward-looking statements.
These forward-looking statements are based on the beliefs of management, as well
as assumptions made by and information currently available to management. When
used in this prospectus, including the information incorporated by reference,
the words anticipate, believe, estimate, expect, may, will, continue, intend and
plan and words or phrases of similar import, as they relate to our financial
position, business strategy and plans, or objectives of management for future
operations, are intended to identify forward-looking statements. These
cautionary statements reflect our current view regarding future events and are
subject to risks, uncertainties and assumptions related to various factors which
include, but may not be limited to, those listed under the heading "Risk
Factors" and other cautionary statements in this prospectus and in the
information incorporated herein by reference.

      Although we believe that our expectations are reasonable, we cannot assure
you that our expectations will prove to be correct. Should any one or more of
the risks or uncertainties we describe materialize, or should any of our
underlying assumptions prove incorrect, actual results may vary materially from
those described in this prospectus as being anticipated, believed, estimated,
expected, intended or planned. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements.


                                      -2-
<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

      This prospectus is part of a registration statement on Form S-8 filed by
us with the Securities and Exchange Commission (the "Commission") under the
Securities Act. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules to the
registration statement, to which reference is made for further information.
Statements contained in this prospectus concerning the contents of any contract
or other document referred to are not necessarily complete and in each instance
we refer you to the copy of the contract or other document filed as an exhibit
to the registration statement, each such statement being qualified in all
respects by such reference.

      We are subject to the information requirements of the Exchange Act, and in
accordance therewith, file reports and other information with the Commission.
Under a multijurisdictional disclosure system adopted by the United States, such
reports and other information may be prepared in accordance with the disclosure
requirements of Canada, which requirements are different from those of the
United States. We are exempt from the rules under the Exchange Act prescribing
the furnishing and content of proxy statements, and our officers, directors and
principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. Our Commission
filings are available to the public over the Internet at the Commission's web
site at http://www.sec.gov. You may also read and copy any document we file at
the Commission's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference room.

      The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the Commission will automatically update and supersede this information. We
incorporate by reference:

     o    our annual report on Form 40-F for the fiscal year ended October 31,
          2000;

     o    the description of our common shares, which is contained under the
          heading "Description of Securities to Be Registered" in the prospectus
          that is part of our Registration Statement on Form 20-F filed pursuant
          to Section 12(g) of the Exchange Act (SEC file no. 000-26005), and any
          amendment or report filed for the purpose of updating such
          description;

     o    any Form 6-K subsequently filed with the SEC which is identified by us
          as being incorporated by reference into this prospectus; and

     o    any other report filed by us pursuant to Sections 13(a), 13(c), 14 or
          15(d) of the Exchange Act subsequent to the date of this prospectus
          and prior to the termination of the offering made under this
          prospectus.

      We will furnish to any person, including any beneficial owner, to whom
this prospectus is delivered, without charge, a copy of any information
incorporated by reference into this prospectus but not delivered with the
prospectus, upon written or oral request. Requests for such information shall be
made to the attention of Dr. David Hayes either by writing to him at Micromem
Technologies Inc., 150 York Street, Suite 302, Toronto, Ontario M5H 3S5, Canada,
or by calling him at (416) 364-6513.


                                      -3-
<PAGE>

      TO UNDERSTAND THIS OFFERING FULLY, YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY, INCLUDING "RISK FACTORS" BELOW. IN ADDITION, YOU SHOULD ALSO READ THE
DOCUMENTS REFERRED TO IN "WHERE YOU CAN FIND MORE INFORMATION" ON PAGE 3 FOR
MORE INFORMATION ABOUT OUR COMPANY AND OUR FINANCIAL STATEMENTS. INVESTING IN
OUR COMMON SHARES INVOLVES VARIOUS RISKS. YOU SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS AND OTHER INFORMATION IN THIS PROSPECTUS BEFORE DECIDING
TO INVEST IN OUR COMMON SHARES.

RISK FACTORS

We currently have no source of revenue.

      Our objective is to license our technology for use in various industries
and then work with each licensee to adapt the technology to meet that licensee's
particular needs. If we fail to enter into any license agreements we will have
no revenues and even if we enter into such agreements the amount of the revenues
we receive will depend on the terms we are able to get from each licensee and
the ability of each licensee to compete in its particular market.

Products using the technologies have not yet been manufactured.

      Our success depends on whether our technologies can be manufactured in
large quantities at competitive prices. Failure to be able to manufacture large
quantities at competitive prices could seriously hurt our ability to generate
revenues.

Competition from existing technology could seriously affect us.

      We are seeking to compete in a market currently dominated by other strong
and well-established technologies such as Dynamic Random Access Memory (or
DRAM). Despite any advantages our technologies may have over other technologies,
our inability to compete on other grounds such as price or manufacturing volume,
or the saturation of the market due to large existing inventories of competing
technologies or existing long-term contracts for such technologies, could
seriously impair our ability to generate revenues. In addition, our competitors
include established companies with greater financial or other resources and more
diversified product lines.

Competitors are seeking to develop magnetic based memory technologies similar
      to our technologies.

      Most of the major producers of memory components and devices are reported
to be conducting research directed towards the development of magnetic based
memory technologies similar to those of our technologies. While information
concerning such research is difficult to obtain, reports indicate that very
large sums of money are being spent and that major companies such as IBM,
Motorola and Honeywell, that have enormous resources at their disposal, are
involved.

Failure to receive continued financing could cause our business to suffer.

      Since we expect no material revenues in the near future, we will need
additional financing to continue the research and development needed for further
improvements and to successfully market the technologies to potential licensees.
While we have had sufficient funds thus far to meet our requirements, there is
no assurance we will be able to continue to do so, and failure to receive
sufficient funds in the future could affect our ability to market and exploit
our technologies.

Because much of our success and value depends on our ownership and use of
intellectual property, our failure to protect that property could adversely
affect our future growth and success.

      Our success will depend on our ability to protect our intellectual
property. We rely primarily on patent, copyright, trademark and trade secret
laws, as well as nondisclosure agreements and other methods to protect our
proprietary technologies and processes. We hold several patents, have a number
of patent applications pending, and intend to file additional patent
applications from time to time as new technologies and processes are developed.
We can give no assurance, however, that any of our patents will not be
determined to be invalid at a later date or that any pending or future
applications will result in the issuance of patents. In addition, despite our
efforts to protect our


                                      -4-
<PAGE>

proprietary technologies and processes, unauthorized parties may attempt to copy
or otherwise obtain and use our products or technologies without authorization,
develop similar technologies independently or design around our patents.
Policing unauthorized use of our products is expensive and difficult, and we
cannot be certain that the steps we have taken will prevent misappropriation or
infringement of our intellectual property.

Intellectual property claims against us, no matter how groundless, could
cause our business to suffer.

      Our future success and competitive position depend in part on our ability
to retain exclusive rights to our technologies, including any improvements that
may be made to them from time to time by us or on our behalf. While certain of
our technologies are patented and we know of no challenge that has been made
either against those or any other of our technologies or against our exclusive
rights to them, and have no reason to believe that any such challenge might be
made or that the grounds for any such challenge exist, if any intellectual
property litigation were to be commenced against us, no matter how groundless,
the result would be a significant expense, adversely affecting licensing and
sales, and diverting the efforts of our technical and management personnel and,
in the event of an adverse outcome, substantial damages and possible
restrictions on the licensing and use of our technologies.

No Foreseeable Dividends

      We have never paid a dividend on our securities and we do not anticipate
paying dividends in the foreseeable future.

Issuance of Additional Securities and Dilution

      Our board of directors has the authority to issue additional common shares
or other securities without the prior consent or vote of our shareholders. The
issuance of additional common shares may have the effect of diluting the
proportionate equity interest and voting power of holders of shares.

Dependence on Key Personnel

      Our success will depend on our ability to retain certain of our senior
management and key technical personnel. It will also depend, to a large extent,
on our ability to attract and retain additional highly skilled personnel in the
future.


                                 ABOUT MICROMEM

      We are engaged in the development of memory technologies having the
characteristic of non-volatility (the "Company's Technology"), which is the
ability to retain information after power has been shut off. The Company's
Technology includes both the patented magnetic based memory technology called
MAGRAM and other forms of non-volatile memory technology not covered by the
MAGRAM patents. The desired objective of our development work is to build an
integrated micron scale non-volatile random access memory matrix for
incorporation into memory devices and to adapt the technology to the particular
needs of different industries or products. As the development of the Company's
Technology is currently ongoing, decisions as to which market segments we will
concentrate on initially and the approach we will take with those market
segments have yet to be made.

      We were incorporated under the laws of the Province of Ontario, Canada, on
October 21, 1985 as Mine Lake Minerals Inc. We subsequently changed our name to
Avanti Capital Corp. on June 23, 1988 and to AvantiCorp International Inc. on
April 30, 1992 before becoming Micromem Technologies Inc. on January 14, 1999 in
connection with our acquisition of Pageant Technologies Incorporated. Our
principal executive offices are located at 150 York Street, Suite 302, Toronto,
Ontario M5H 3S5, Canada, and our telephone number is (416) 364-6513.


                                      -5-
<PAGE>

                 STATEMENT OF CAPITALIZATION AND INDEBTEDNESS

            The following table sets forth the consolidated debt and
capitalization of Micromem as at January 31, 2001 and October 31, 2000.

Designation of Security  As at January 31, 2001  As at October 31, 2000
                               (unaudited)              (audited)
--------------------      --------------------    --------------------

Debt                                -                       -
  Long-term debt                    -                       -
  Obligations under                 -                       -
  capital leases
Total Debt                          -                       -
Shareholders' Equity
  Share Capital             $  17,642,242         $   11,849,357
  Common Shares             41,927,518 shares     39,734,516 shares
  (authorized- unlimited)
 Contributed surplus        $    787,288          $    3,256,772
 Deferred share                     -             $     (453,219)
 compensation
 Deficit accumulated        $ (13,291,067)        $ (12,968,135)
 during the development
  stage
Total Shareholders'         $   5,138,463         $   1,684,775
 Equity

 TOTAL CAPITALIZATION       $   5,138,463         $   1,684,775


                   PRICE RANGE OF COMMON SHARES OF MICROMEM


            The following table provides the price range of the common shares
for the periods indicated, including the previous six calendar months, the most
recent eight quarterly periods, and each calendar year that the common shares
have been publicly traded.


                  Period                  High ($)          Low ($)
                  -------------------------------------------------
                  Feb. 2001               4.50              2.81
                  Jan. 2001               5.28              1.84
                  Dec. 2000               4.63              1.69
                  Nov. 2000               4.81              2.63
                  Oct. 2000               5.06              3.25
                  Sep. 2000               6.75              4.44
                  Aug. 2000               8.69              5.00

                  4th Qtr 2000            5.06              1.69
                  3rd Qtr 2000            8.69              4.16
                  2nd Qtr 2000            17.00             5.94
                  1st Qtr 2000            25.13             3.00
                  4th Qtr 1999            4.88              2.50
                  3rd Qtr 1999            6.44              2.00
                  2nd Qtr 1999            8.44              4.50
                  1st Qtr 1999            5.63              3.00

                  Jan. 3 - Dec. 31, 2000  25.13             1.69
                  Jan. 4 - Dec. 31, 1999  8.44              2.00
                  Apr. 1 - Dec. 31 1998   6.19              0.19


                                      -6-
<PAGE>

                              SELLING SHAREHOLDERS

      The selling shareholders are eligible to offer and sell up to a total of
8,026,988 common shares under this prospectus. The following table sets forth:

            o  the name, position and/or title, and municipality of residence
               of each selling shareholder;

            o  the number of common shares beneficially owned by each selling
               shareholder as of the date of this prospectus, assuming exercise
               of all outstanding options;

            o  the maximum number of common shares that may be offered by
               each selling shareholder under this prospectus; and

            o  the number of common shares that would be owned by each selling
               shareholder after the completion of the offering if such selling
               shareholder were to offer and sell all of the common shares such
               selling shareholder is eligible to offer and sell.


      The information set forth in the table below is based on 47,427,518 common
shares outstanding as of February 28, 2001, which includes all of the shares the
selling shareholders are eligible to offer under this prospectus and assumes the
exercise of all stock options outstanding as of the date of this prospectus. All
information with respect to share ownership has been provided by the selling
shareholders. The shares covered by this prospectus may be offered by the
selling shareholders or their transferees from time to time, in whole or in
part.


                                      -7-
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                                  Common Shares Beneficially
Selling Shareholder      Number of Common        Number of      Owned After the Offering if all
                    Shares Beneficially Owned  Common Shares      Eligible Shares are Sold
                     Before the Offering (1)   Eligible to
                                                be Offered
-----------------------------------------------------------------------------------------------
                                                                   Number      Percent
-----------------------------------------------------------------------------------------------
<S>                              <C>             <C>                <C>       <C>
Salvatore Fuda,                  3,318,978       3,318,978          None         0%
Chairman and CEO,
Toronto, Ontario
-----------------------------------------------------------------------------------------------
Manoj Pundit,                    1,002,478       1,000,000         2,478      0.01%
Executive VP and
General Counsel,
Toronto, Ontario
-----------------------------------------------------------------------------------------------
Stephen Fleming,                   750,000         750,000          None         0%
Director,
Providenciales, Turks
& Caicos Islands
-----------------------------------------------------------------------------------------------
Andrew Brandt,                     504,000         500,000         4,000      0.01%
Director,
Sarnia, Ontario
-----------------------------------------------------------------------------------------------
Charles Harnick,                   500,800         500,000          800         0%
Director,
Toronto, Ontario
-----------------------------------------------------------------------------------------------
Dale Hensley,                      500,000         500,000          None         0%
Chief Operating
Officer,
Grandview, Missouri
-----------------------------------------------------------------------------------------------
George A. Kennedy,                 500,000         500,000          None         0%
Director,
Washington, D.C.
-----------------------------------------------------------------------------------------------
Rajagopal                          500,000         500,000          None         0%
Viswanathan, Chief
Financial Officer,
Oakville, Ontario
-----------------------------------------------------------------------------------------------
Mast Holding                       458,010         458,010          None         0%
(Bermuda) Ltd., a
corporation
wholly-owned by
Robert Patterson,
Micromem's former
President and CEO,
Hamilton, Bermuda
------------------------------------------------------------------------------------------------
</TABLE>

(1)   Assumes the exercise of all stock options outstanding as of the date of
this prospectus.

      On January 25, 1999, pursuant to the Micromem Technologies Inc. 1999 Stock
Option Plan (the "1999 Plan"), Micromem granted options to Salvatore Fuda for
the purchase of 1,000,000 common shares, 100,000 of which he exercised on
October 1, 1999, 100,000 of which he exercised on November 4, 1999, and 800,000
of which he exercised on December 6, 2000. On June 30, 2000, and December 19,
2000, pursuant to the Micromem Technologies Inc. 2000 Stock Option Plan (the
"2000 Plan"), Micromem granted options to Mr. Fuda for the purchase of 250,000
common shares and 1,000,000 common shares, respectively, none of which he
exercised. On March 15, 2000, Micromem issued 454,292 common shares to Mr. Fuda
pursuant to a consulting agreement dated January 29, 1999, between Micromem and
275311 Ontario Inc., a corporation controlled by Mr. Fuda. On January 17, 2001,
Micromem issued 714,686 common shares to Mr. Fuda pursuant to the Employment and
Option agreement between Micromem and Salvatore Fuda dated January 2, 2000. Of
these 3,418,978 common shares, Mr. Fuda currently owns or has the right to
acquire through the exercise of stock options 3,318,978 common shares, and all
such shares are being made available for resale pursuant to this prospectus. Mr.
Fuda has entered into an agreement to sell 2,068,978 of these shares, such sale
being conditioned on the final consent of the purchaser following the
purchaser's receipt and review of this prospectus. Before this offering, these
3,318,978 common shares represented 7.7% of our outstanding common shares (based
on 43,177,518 common shares outstanding as of February 28, 2001, assuming the
exercise of Mr. Fuda's options). If Mr. Fuda completes the sale of all the
shares


                                      -8-
<PAGE>

being made available for resale in this prospectus, he will not own any common
shares. Mr. Fuda has sole voting and investment power with respect to all the
shares being made available for sale by him in this prospectus. Mr. Fuda has
served as the Chairman of the Board of Directors of Micromem since January 11,
1999.

      On each of June 30, 2000 and November 30, 2000, pursuant to the 2000 Plan,
Micromem granted options to Stephen Fleming for the purchase of 250,000 common
shares. On February 28, 2001, pursuant to the 1999 Plan, Micromem granted
options to Mr. Fleming for the purchase of 250,000 common shares. Mr. Fleming
has not exercised any of these options as of the date of this prospectus. These
750,000 common shares are all of the common shares Mr. Fleming owns or has the
right to acquire through the exercise of stock options, and all are eligible to
be made available for resale pursuant to this prospectus, though Mr. Fleming has
not expressed his intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 750,000 common shares represented 1.76%
of our outstanding common shares (based on 42,677,518 common shares outstanding
as of February 28, 2001, assuming the exercise of Mr. Fleming's options). If Mr.
Fleming sells all the shares made available for resale in this prospectus, he
will not own any common shares. Mr. Fleming has sole voting and investment power
with respect to all the shares eligible to be made available for sale by him in
this prospectus. Mr. Fleming served as the President and CEO of Micromem from
January 11, 1999 to March 18, 1999, and has served as a Director of Micromem
since January 11, 1999.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 500,000 common shares to Manoj Pundit, none of which he has
exercised as of the date of this prospectus. On February 28, 2001, pursuant to
the 1999 Plan, Micromem granted options to Mr. Pundit for the purchase of
500,000 common shares. All of these 1,000,000 common shares are eligible to be
made available for resale pursuant to this prospectus, though Mr. Pundit has not
expressed his intent as to the number of common shares, if any, he actually will
sell. Before this offering, these 1,000,000 common shares represented 2.33% of
our outstanding common shares (based on 42,927,518 common shares outstanding as
of February 28, 2001, assuming the exercise of all of Mr. Pundit's options). If
Mr. Pundit sells all the shares made available for resale in this prospectus, he
will own 2,478 shares. Mr. Pundit has sole voting and investment power with
respect to all the shares eligible to be made available for sale by him in this
prospectus. Mr. Pundit has served as the Executive Vice President and General
Counsel of Micromem since July 17, 2000.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 250,000 common shares to Andrew Brandt, none of which he has
exercised as of the date of this prospectus. On February 28, 2001, pursuant to
the 1999 Plan, Micromem granted options for the purchase of a further 250,000
common shares to Mr. Brandt. All of these 500,000 common shares are eligible to
be made available for resale pursuant to this prospectus, though Mr. Brandt has
not expressed his intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 500,000 common shares represented 1.18%
of our outstanding common shares (based on 42,427,518 common shares outstanding
as of February 28, 2001, assuming the exercise of all of Mr. Brandt's options).
If Mr. Brandt sells all the shares made available for resale in this prospectus,
he will own 4,000 common shares. Mr. Brandt has sole voting and investment power
with respect to all the shares eligible to be made available for sale by him in
this prospectus. Mr. Brandt has served as a Director of Micromem since June 29,
2000.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 250,000 common shares to Charles Harnick, none of which he has
exercised as of the date of this prospectus, and on February 28, 2001, pursuant
to the 1999 Plan, Micromem granted options for the purchase of a further 250,000
common shares to Mr. Harnick. All of these 500,000 common shares are eligible to
be made available for resale pursuant to this prospectus, though Mr. Harnick has
not expressed an intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 500,000 common shares represented 1.18%
of our outstanding common shares (based on 42,427,518 common shares outstanding
as of February 28, 2001, assuming the exercise of all of Mr. Harnick's options).
If Mr. Harnick sells all the shares made available for resale in this
prospectus, he will own 800 common shares. Mr. Harnick has sole voting and
investment power with respect to the shares eligible to be made available for
sale by him in this prospectus. Mr. Harnick has served as a Director of Micromem
since June 29, 2000.

      On February 21, 2001, pursuant to the 1999 Plan, Micromem granted options
for the purchase of 500,000 common shares to Dale Hensley. Mr. Hensley has not
exercised any of these options as of the date of this prospectus. These 500,000
common shares are all of the common shares Mr. Hensley owns, or has the right to
acquire through the exercise of stock options, and all are eligible to be made
available for resale pursuant to this prospectus, though Mr. Hensley has not
expressed his intent as to the number of common shares, if any, he actually will
sell. Before this offering, these 500,000 common shares represented 1.18% of our
outstanding common shares


                                      -9-
<PAGE>

(based on 42,427,518 common shares outstanding as of February 28, 2001, assuming
the exercise by Mr. Hensley of all of his options). If Mr. Hensley sells all the
shares made available for resale in this prospectus, he will not own any common
shares. Mr. Hensley has sole voting and investment power with respect to all the
shares eligible to be made available for sale by him in this prospectus. Mr.
Hensley has served as Chief Operating Officer of Micromem since February 21,
2001.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 250,000 common shares to George Kennedy, none of which he has
exercised as of the date of this prospectus, and on February 28, 2001, pursuant
to the 1999 Plan, Micromem granted options for the purchase of a further 250,000
common shares to Mr. Kennedy. All of these 500,000 common shares are eligible to
be made available for resale pursuant to this prospectus, though Mr. Kennedy has
not expressed an intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 500,000 common shares represented 1.18%
of our outstanding common shares (based on 42,427,518 common shares outstanding
as of February 28, 2001, assuming the exercise of all of Mr. Kennedy's options).
If Mr. Kennedy sells all the shares made available for resale in in this
prospectus he will not own any common shares. Mr. Kennedy has sole voting and
investment power with respect to the shares eligible to be made available for
sale by him in this prospectus. Mr. Kennedy has served as a Director of Micromem
since June 29, 2000.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 100,000 common shares to Rajagopal Viswanathan and on November
30, 2000 and February 28, 2001, pursuant to the 1999 Plan, Micromem granted
options to Mr. Viswanathan for the purchase of 150,000 common shares and 250,000
common shares, respectively. Mr. Viswanathan has not exercised any of these
options as of the date of this prospectus. These 500,000 common shares are all
of the common shares Mr. Viswanathan owns, or has the right to acquire through
the exercise of stock options, and all are eligible to be made available for
resale pursuant to this prospectus, though Mr. Viswanathan has not expressed his
intent as to the number of common shares, if any, he actually will sell. Before
this offering, these 500,000 common shares represented 1.18% of our outstanding
common shares (based on 42,427,518 common shares outstanding as of February 28,
2001, assuming the exercise by Mr. Viswanathan of all of his options). If Mr.
Viswanathan sells all the shares made available for resale in this prospectus,
he will not own any common shares. Mr. Viswanathan has sole voting and
investment power with respect to all the shares eligible to be made available
for sale by him in this prospectus. Mr. Viswanathan has served as Chief
Financial Officer of Micromem since June 5, 2000.

      In March 2000, pursuant to the Consulting Agreement dated March 10, 1999,
between Micromem and Mast Holding (Bermuda) Ltd., a corporation wholly-owned by
Robert Patterson, Micromem's former President and CEO, Micromem issued 446,818
common shares to Mast Holding (Bermuda) Ltd. A further 11,192 common shares were
issued under this agreement on January 25, 2001. All of these 458,010 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Mast Holding has not expressed an intent as to the number of common
shares, if any, it actually will sell. Before this offering, these 458,010
common shares represented 1.1% of our outstanding common shares (based on
41,927,518 common shares outstanding as of February 28, 2001). If Mast Holding
sells all the shares eligible to be made available for sale in this prospectus,
it will not own any common shares. Mast Holding has sole voting and investment
power with respect to all the shares eligible to be made available for sale by
it in this prospectus.

                                 USE OF PROCEEDS

      We will receive none of the net proceeds from the sale of common shares
made available by this prospectus.

                              PLAN OF DISTRIBUTION

      We are registering the common shares offered by this prospectus on behalf
of the selling shareholders. We will pay all expenses of registration of the
shares offered hereby, other than commissions, discounts and concessions of
underwriters, dealers or agents. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of the shares will be borne by the
selling shareholders. We will not receive any of the proceeds from the sale of
the shares by the selling shareholders.


                                      -10-
<PAGE>

      The selling shareholders may sell shares under this prospectus from time
to time in transactions, including one or more block transactions, on the NASD
OTC Bulletin Board, in the public market off the NASD OTC Bulletin Board, in
privately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at the market price prevailing at the time of sale
or at a negotiated price. The selling shareholders may effect these transactions
by selling their shares directly to purchasers or to or through broker-dealers,
which may act as agents or principals. These broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders and/or the purchasers of shares for whom these
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). Any shares covered by this prospectus that qualify for
sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than
under this prospectus. All expenses of registration incurred in connection with
this offering are being borne by Micromem, but all brokerage commissions and
other expenses incurred by a selling shareholder will be paid by that selling
shareholder.

      The selling shareholders and any broker-dealers that act in connection
with the sale of the shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Consequently, any commissions
received by these broker-dealers and any profit on the resale of the shares sold
by them while acting as principals might be deemed to be underwriting discounts
or commissions under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act.

      Because the selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act,
which may include delivery through the facilities of the Nasdaq National Market
pursuant to Rule 153 under the Securities Act.

                                     EXPERTS

      Our financial statements as at October 31, 2000 and 1999, and for the
years then ended and for the cumulative period from September 3, 1997 to October
31, 2000, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent chartered
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.


             DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

   Reference is made to Section 136 of the Business Corporations Act (Ontario),
which provides:

      Indemnification of Directors

      (1)   A corporation may indemnify a director or officer of the
            corporation, a former director or officer of the corporation or a
            person who acts or acted at the corporation's request as a director
            or officer of a body corporate of which the corporation is or was a
            shareholder or creditor, and his or her heirs and legal
            representatives, against all costs, charges and expenses, including
            an amount paid to settle an action or satisfy a judgement,
            reasonably incurred by him or her in respect of any civil, criminal
            or administrative action or proceeding to which he or she is made a
            party by reason of being or having been a director or officer of
            such corporation or body corporate, if,

      (a)   he or she acted honestly and in good faith with a view to the
            best interests of the corporation; and

      (b)   in the case of a criminal or administrative action or proceeding
            that is enforced by a monetary penalty, he or she had reasonable
            grounds for believing that his or her conduct was lawful.

      Idem

      (2)   A corporation may, with the approval of the court, indemnify a
            person referred to in subsection (1) in respect of an action by or
            on behalf of the corporation or body corporate to procure a
            judgement in its favor, to which the person is made a party by
            reason of being or having been a director or an officer of the
            corporation or body corporate, against all costs, charges and
            expenses reasonably


                                      -11-
<PAGE>

            incurred by the person in connection with such action if he or she
            fulfils the conditions set out in clauses (1)(a) and (b).

      Idem

      (3)   Despite anything in this section, a person referred to in subsection
            (1) is entitled to indemnity from the corporation in respect to all
            costs, charges and expenses reasonably incurred by him in connection
            with the defense of any civil, criminal or administrative action or
            proceeding to which he or she is made a party by reason of being or
            having been a director or officer of the corporation or body
            corporate, if the person seeking indemnity,

      (a)   was substantially successful on the merits in his or her defense
            of the action or proceeding; and

      (b)   fulfils the conditions set out in clauses (1)(a) and (b).

      Liability Insurance

      (4)   A corporation may purchase and maintain insurance for the benefit of
            any person referred to in subsection (1) against the liability
            incurred by the person,

      (a)   in his or her capacity as a director or officer of the corporation,
            except where the liability relates to the person's failure to act
            honestly and in good faith with a view to the best interests of the
            corporation; or

      (b)   in his or her capacity as a director or officer of another body
            corporate where the person acts or acted in that capacity at the
            corporation's request, except where the liability relates to the
            person's failure to act honestly and in good faith with a view to
            the best interests of the body corporate.

      Application to court

      (5)   A corporation or a person referred to in subsection (1) may apply to
            the court for an order approving an indemnity under this section and
            the court may so order and make any further order it thinks fit.

      Idem

      (6)   Upon an application under subsection (5), the court may order notice
            to be given to any interested person and such person is entitled to
            appear and be heard in person or by counsel.

   Reference is made to Paragraph 25 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to the indemnification of directors
and officers:

      "The Corporation shall indemnify the directors and officers of the
Corporation, former directors or officers of the Corporation or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor and his
heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful."

   Reference is made to Paragraph 26 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to insurance for directors and
officers:


                                      -12-
<PAGE>

      "The Corporation may purchase and maintain insurance for the benefit of
the directors or officers of the Corporation, former directors or officers of
the Corporation or persons who act or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor and his heirs and legal representatives against any
liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate."

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.


                                      -13-
<PAGE>

                      DEALER PROSPECTUS DELIVERY OBLIGATION

      Until April 16, 2001, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.


                                      -14-
<PAGE>

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

            (a)   our annual report on Form 40-F for the fiscal year ended
                  October 31, 2000;

            (b)   the description of our common shares, which is contained under
                  the heading "Description of Securities to Be Registered" in
                  the prospectus that is part of our Registration Statement on
                  Form 20-F pursuant to Section 12(g) of the Exchange Act (SEC
                  file no. 000-26005), and any amendment or report filed for the
                  purpose of updating such description;

            (c)   any Form 6-K subsequently filed with the SEC which is
                  identified by us as being incorporated by reference into this
                  prospectus;

            (d)   all other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the registrant document referred to in (a) above.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

      Not applicable.

Item 5.   Interest of Named Experts and Counsel.

      Certain legal matters in connection with the common shares being issued by
the Company and registered pursuant to this Registration Statement have been
passed upon for us by Chitiz Pundit Pathak & Sokoloff, Toronto, Ontario. Manoj
Pundit, Executive Vice-President, General Counsel, and Secretary of Micromem,
also has served as a partner at Chitiz Pundit Pathak & Sokoloff since December
1995 and has an equity interest in Micromem.

 Item 6.   Indemnification of Directors and Officers.

      Reference is made to Section 136 of Business Corporations Act (Ontario),
which provides:

      Indemnification of Directors

      (1)   A corporation may indemnify a director or officer of the
            corporation, a former director or officer of the corporation or a
            person who acts or acted at the corporation's request as a director
            or officer of a body corporate of which the corporation is or was a
            shareholder or creditor, and his or her heirs and legal
            representatives, against all costs, charges and expenses, including
            an amount paid to settle an action or satisfy a judgement,
            reasonably incurred by him or her in respect of any civil, criminal
            or administrative action or proceeding to which he or she is made a
            party by reason of being or having been a director or officer of
            such corporation or body corporate, if,


                                      -15-
<PAGE>

            (a)   he or she acted honestly and in good faith with a view to
                  the best interests of the corporation; and

            (b)   in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he or she
                  had reasonable grounds for believing that his or her conduct
                  was lawful.

      Idem

      (2)   A corporation may, with the approval of the court, indemnify a
            person referred to in subsection (1) in respect of an action by or
            on behalf of the corporation or body corporate to procure a
            judgement in its favor, to which the person is made a party by
            reason of being or having been a director or an officer of the
            corporation or body corporate, against all costs, charges and
            expenses reasonably incurred by the person in connection with such
            action if he or she fulfils the conditions set out in clauses (1)(a)
            and (b).

      Idem

      (3)   Despite anything in this section, a person referred to in subsection
            (1) is entitled to indemnity from the corporation in respect to all
            costs, charges and expenses reasonably incurred by him in connection
            with the defense of any civil, criminal or administrative action or
            proceeding to which he or she is made a party by reason of being or
            having been a director or officer of the corporation or body
            corporate, if the person seeking indemnity,

            (a)   was substantially successful on the merits in his or her
                  defense of the action or proceeding; and

            (b)   fulfils the conditions set out in clauses (1)(a) and (b).

      Liability Insurance

      (4)   A corporation may purchase and maintain insurance for the benefit of
            any person referred to in subsection (1) against the liability
            incurred by the person,

            (a)   in his or her capacity as a director or officer of the
                  corporation, except where the liability relates to the
                  person's failure to act honestly and in good faith with a view
                  to the best interests of the corporation; or

            (b)   in his or her capacity as a director or officer of another
                  body corporate where the person acts or acted in that capacity
                  at the corporation's request, except where the liability
                  relates to the person's failure to act honestly and in good
                  faith with a view to the best interests of the body corporate.

      Application to court

      (5)   A corporation or a person referred to in subsection (1) may apply to
            the court for an order approving an indemnity under this section and
            the court may so order and make any further order it thinks fit.

      Idem


                                      -16-
<PAGE>

      (6)   Upon an application under subsection (5), the court may order notice
            to be given to any interested person and such person is entitled to
            appear and be heard in person or by counsel.

      Reference is made to Paragraph 25 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to the indemnification of Directors
and Officers:

      "The Corporation shall indemnify the directors and officers of the
Corporation, former directors or officers of the Corporation or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor and his
heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful."

      Reference is made to Paragraph 26 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to insurance for Directors and
Officers:

      "The Corporation may purchase and maintain insurance for the benefit of
the directors or officers of the Corporation, former directors or officers of
the Corporation or persons who act or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor and his heirs and legal representatives against any
liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate."


Item 7.   Exemption From Registration Claimed.

      Not applicable.


Item 8.    Exhibits.

       Exhibit Number            Description

       3.1              Certificate of Incorporation of the Registrant, as
                        amended (incorporated by reference to Exhibit 1.1 to
                        Registrant's Registration Statement on Form 20-F, dated
                        January 11, 2000, as amended, Commission File No.
                        000-26005).

       3.2              By-laws of the Registrant (incorporated by reference
                        to Exhibit 1.2 to Registrant's Registration Statement
                        on Form 20-F, dated January 11, 2000, as amended,
                        Commission File No. 000-26005).

       4.1              The Company's 1999 Stock Option Plan, dated January 11,
                        1999 (incorporated by reference to Exhibit 3.15 to the
                        Company's Registration Statement on Form 20-F, dated
                        January 11, 2000, as amended, Commission File No.
                        000-26005).


                                      -17-
<PAGE>

       4.2              The Company's 2000 Stock Option Plan, dated June 29,
                        2000 (incorporated by reference to Exhibit 1 to Schedule
                        B to the Company's Foreign Issuer Report on Form 6-K,
                        filed June 30, 2000).

       4.3              Employment and Option Agreement between the Company and
                        Sam Fuda, dated January 2, 2000 (incorporated by
                        reference to Exhibit 4.4 to the Company's Annual Report
                        on Form 40-F, dated February 1, 2001, as amended,
                        Commission File No. 000-26005).

       4.4              Consulting Agreement between the Company and 275311
                        Ontario, Inc., dated January 29, 1999 (incorporated
                        by reference to Exhibit 3.9 to the Company's
                        Registration Statement on Form 20-F, dated January
                        11, 2000, as amended, Commission File No. 000-26005).

       4.5              Consulting Agreement between the Company and Mast
                        Holding (Bermuda) Ltd., dated March 10, 1999
                        (incorporated by reference to Exhibit 3.10 to the
                        Company's Registration Statement on Form 20-F, dated
                        January 11, 2000, as amended, Commission File No.
                        000-26005).

       5                Opinion of Chitiz Pundit Pathak & Sokoloff, regarding
                        legality of securities being registered (including
                        consent).

       23.1             Consent of KPMG LLP.

       23.2             Consent of Chitiz Pundit Pathak & Sokoloff  (included
                        in the opinion filed as Exhibit 5 to this
                        registration statement).

       23.3             Consent of Business Equity Appraisal Reports, Inc.
                        ("Bear").

       24               Power of Attorney (contained on the signature page
                        hereto).

Item 9.    Undertakings.

      The undersigned Registrant hereby undertakes:

      (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;

      (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof; and

      (3) to remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a


                                      -18-
<PAGE>

new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      -19-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, Canada, on this 2nd day
of March, 2001.

                                          MICROMEM TECHNOLOGIES INC.

                                          By: /s/ Salvatore Fuda
                                             --------------------------
                                             Name: Salvatore Fuda
                                             Title:   Chairman

      Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated.

Signature                     Title                                     Date
---------                     -----                                     ----


/s/ Salvatore Fuda            Chairman of the Board of Directors    March 5,2001
----------------------------  (Principal Executive Officer)
Salvatore Fuda



/s/ Rajagopal Viswanathan     Chief Financial Officer (Principal    March 5,2001
----------------------------  Financial and Accounting Officer)
Rajagopal Viswanathan


/s/ Andrew Brandt             Director                              March 5,2001
----------------------------
Andrew Brandt


/s/ Stephen Fleming           Director                              March 5,2001
----------------------------
Stephen Fleming


/s/ Charles A. Harnick        Director                              March 5,2001
----------------------------
Charles A. Harnick, Q.C.


/s/ George A. Kennedy         Director                              March 5,2001
----------------------------
George A. Kennedy


                                      -20-

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Micromem
Technologies Inc. whose signature appears below constitutes and appoints Manoj
Pundit his true and lawful attorney-in-fact and agent, with full and several
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including post-effective amendments,
and supplements to this Registration Statement, and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) under the Securities
Act, as amended, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, as amended, the above
Power of Attorney has been signed below by the following persons in the
capacities indicated.

Signature                     Title                                     Date
---------                     -----                                     ----


/s/ Salvatore Fuda            Chairman of the Board of Directors    March 5,2001
----------------------------  (Principal Executive Officer)
Salvatore Fuda



/s/ Rajagopal Viswanathan     Chief Financial Officer (Principal    March 5,2001
----------------------------  Financial and Accounting Officer)
Rajagopal Viswanathan


/s/ Andrew Brandt             Director                              March 5,2001
----------------------------
Andrew Brandt


/s/ Stephen Fleming           Director                              March 5,2001
----------------------------
Stephen Fleming


/s/ Charles A. Harnick,       Director                              March 5,2001
----------------------------
Charles A. Harnick, Q.C.


/s/ George A. Kennedy         Director                              March 5,2001
----------------------------
George A. Kennedy


                                      -21-

<PAGE>

      Pursuant to the requirements of Section 6(a) of the Securities Act, as
amended, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Micromem Technologies Inc. in
the United States, in the City of New York, in the State of New York, U.S.A., on
March 5, 2001.

                                          By: /s/ Bruce Rabb
                                             -------------------------------
                                             Bruce Rabb


                                      -22-

<PAGE>

                                  EXHIBIT INDEX

Exhibit No. Description

3.1         Certificate of Incorporation of the Registrant, as amended
            (incorporated by reference to Exhibit 1.1 to Registrant's
            Registration Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

3.2         By-laws of the  Registrant  (incorporated  by reference to
            Exhibit  1.2 to  Registrant's  Registration  Statement  on
            Form 20-F, dated January 11, 2000, as amended,  Commission
            File No. 000-26005).

4.1         The Company's 1999 Stock Option Plan, dated January 11, 1999
            (incorporated by reference to Exhibit 3.15 to the Company's
            Registration Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

4.2         The Company's 2000 Stock Option Plan, dated June 29, 2000
            (incorporated by reference to Exhibit 1 to Schedule B to the
            Company's Foreign Issuer Report on Form 6-K, filed June 30, 2000.).

4.3         Employment and Option Agreement between the Company and Sam Fuda,
            dated January 2, 2000 (incorporated by reference to Exhibit 4.4 to
            the Company's Annual Report on Form 40-F, dated February 1, 2001, as
            amended, Commission File No. 000-26005).

4.4         Consulting Agreement between the Company and 275311
            Ontario, Inc., dated January 29, 1999 (incorporated by
            reference to Exhibit 3.9 to the Company's Registration
            Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

4.5         Consulting Agreement between the Company and Mast Holding
            (Bermuda) Ltd., dated March 10, 1999 (incorporated by
            reference to Exhibit 3.10 to the Company's Registration
            Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

5           Opinion  of Chitiz  Pundit  Pathak &  Sokoloff,  regarding
            legality  of  securities   being   registered   (including
            consent).

23.1        Consent of KPMG LLP.

23.2        Consent of Chitiz Pundit Pathak & Sokoloff (included in the opinion
            filed as Exhibit 5 to this registration statement).

23.3        Consent of Business Equity Appraisal Reports, Inc.
            ("Bear").

24          Power  of  Attorney   (contained  on  the  signature  page
            hereto).


                                      -23-
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 79537}]
{"company-data": {"conformed-name": "MICROMEM TECHNOLOGIES INC", "cik": "0001085921", "assigned-sic": "7371", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56570", "film-number": "1561629"}, "business-address": {"street1": "150 YORK STREET SUITE 1206", "street2": "TORONTO CANADA M5H 355", "city": "TORONTO"}, "mail-address": {"street1": "150 YORK STREET SUITE 1206", "city": "TORONTO", "state": "CA"}}
As filed with the Securities and Exchange Commission on March 5, 2001

                                                    Registration No. 000-26005

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ----------------

                          MICROMEM TECHNOLOGIES INC.
            (Exact name of Registrant as specified in its Charter)

      Ontario, Canada                                   Not Applicable
 (State or other jurisdiction of                      (I.R.S. employer
 incorporation or organization)                       identification no.)

                           150 York Street, Suite 302
                       Toronto, Ontario M5H-3S5, Canada
        (Address, including zip code, of principal executive offices)
                               ----------------

              Micromem Technologies Inc. 1999 Stock Option Plan
              Micromem Technologies Inc. 2000 Stock Option Plan
Consulting Agreement dated January 29, 1999, between 275311 Ontario, Inc. and
                           Micromem Technologies Inc.
Employment and Option Agreement dated January 2, 2000, between Salvatore Fuda
                         and Micromem Technologies Inc.
  Consulting Agreement dated March 10, 1999, between Mast Holding (Bermuda)
                       Ltd. and Micromem Technologies Inc.
                          (Full titles of the plans)
                               ----------------

                                Bruce Rabb, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                        New York, New York 10022-3852
                   (Name and address of agent for service)
                                 (212) 715-9484
        (Telephone number, including area code, of agent for service)
                              -----------------

                                    Copy to:
                                  Manoj Pundit
                           Micromem Technologies Inc.
                           150 York Street, Suite 302
                        Toronto, Ontario M5H-3S5, Canada
                                 (416) 364-6513
CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                             Amount        Proposed      Proposed   Amount of
   Title of Securities        to be        Maximum       Maximum    Registration
    to be Registered       Registered   Offering Price  Aggregate   Fee (US$)
                                          Per Share      Offering
                                            (US$)      Price (US$)
-------------------------------------------------------------------------------
Common Shares               280,000 (1)    $3.2969(2)     $ 923,132  $   230.78
-------------------------------------------------------------------------------
Common Shares               800,000 (3)    $3.2969(2)    $2,637,584  $   659.40
-------------------------------------------------------------------------------
Common Shares               100,000 (4)    $3.2969(2)     $ 329,690  $    82.42
-------------------------------------------------------------------------------
Common Shares               500,000 (5)    $7.06  (6)    $3,530,000  $   882.50
-------------------------------------------------------------------------------
Common Shares               500,000 (7)    $3.1875(6)    $1,593,750  $   398.44
-------------------------------------------------------------------------------
Common Shares             2,800,000 (8)    $7.06  (6)   $19,768,000  $ 4,942.00
-------------------------------------------------------------------------------
Common Shares             1,000,000 (9)    $3.125 (6)    $3,125,000  $   781.25
-------------------------------------------------------------------------------
Common Shares               100,000 (10)   $2.875 (6)     $ 287,500  $    71.88
-------------------------------------------------------------------------------
Common Shares               454,292 (11)   $3.2969(2)    $1,497,755  $   374.44
-------------------------------------------------------------------------------
Common Shares               714,686 (12)   $3.2969(2)    $2,356,248  $   589.06
-------------------------------------------------------------------------------
Common Shares               458,010 (13)   $3.2969(2)    $1,510,013  $   377.50
-------------------------------------------------------------------------------
Common Shares             2,820,000 (14)   $3.19  (6)    $8,995,800  $ 2,248.95
-------------------------------------------------------------------------------

 (1)  Consists of 180,000 common shares authorized under the Micromem
      Technologies Inc. 1999 Stock Option Plan (the "1999 Plan") but not yet
      subject to options and 100,000 common shares authorized under the Micromem
      Technologies Inc. 2000 Stock Option Plan (the "2000 Plan") but not yet
      subject to options.

(2)   Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
      as amended (the "Securities Act"), solely for the purpose of calculating
      the registration fee. The Proposed Maximum Offering Price Per Share is
      based on the average of the high and low prices of a common share as
      reported on the OTC Bulletin Board for February 28, 2001, which is within
      five business days prior to the date of this Registration Statement.

(3)   Common shares held by Salvatore Fuda after exercising, on December 6,
      2000, 800,000 options granted to him under the 1999 Plan on January 25,
      1999.

 (4)  Common shares held by Salvatore Fuda after exercising, on November 4,
      1999, 100,000 options granted to him under the 1999 Plan on January 25,
      1999.

(5)   Common shares subject to options granted under the 1999 Plan on
      November 30, 2000.

(6)   The exercise price per share of the applicable options.

(7)   Common shares subject to options granted under the 1999 Plan on
      February 21, 2001.

(8)   Common shares subject to options granted under the 2000 Plan, of which
      2,150,000 were granted on June 30, 2000 and 650,000 were granted on
      November 30, 2000.

(9)   Common shares subject to options granted under the 2000 Plan on
      December 19, 2000.

(10)  Common shares subject to options granted under the 2000 Plan on January
      17, 2001.

(11)  Common shares held by Salvatore Fuda under the Consulting Agreement
      dated January 29, 1999, between 275311 Ontario Inc. and Micromem
      Technologies Inc.

(12)  Common shares held by Salvatore Fuda after exercising options granted
      under the Employment and Option Agreement dated January 2, 2000, between
      Salvatore Fuda and Micromem Technologies Inc.

(13)  Common shares held by Mast Holding (Bermuda) Ltd., a corporation
      wholly-owned by Robert Patterson, under the Consulting Agreement dated
      March 10, 1999, between Mast Holding (Bermuda) Ltd. and Micromem
      Technologies Inc.

(14)  Common shares subject to options granted under the 1999 Plan on February
      28, 2001.

                                      -2-
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part 1 of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Not filed as part of this Registration  Statement  pursuant to Note to
          Part 1 of Form S-8.

                                      -3-
REOFFER PROSPECTUS

                           MICROMEM TECHNOLOGIES INC.
                                  ("Micromem")

                            ---------------------

                              900,000 Common Shares
         acquired by Salvatore Fuda upon the exercise of options granted
                   under the Micromem 1999 Stock Option Plan.

                              650,000 Common Shares
    subject to options granted under the Micromem 1999 Stock Option Plan, of
                 which 150,000 were granted on November 30, 2000
                 and 500,000 were granted on February 21, 2001.

                              454,292 Common Shares
             issued to Salvatore Fuda under the Consulting Agreement
        dated January 29, 1999, between 275311 Ontario Inc. and Micromem.

                              714,686 Common Shares
    acquired by Salvatore Fuda upon the exercise of options granted under the
             Employment and Option Agreement dated January 2, 2000,
                      between Salvatore Fuda and Micromem.

                              458,010 Common Shares
 issued to Mast Holding (Bermuda) Ltd., a corporation wholly-owned by Robert
                  Patterson, under the Consulting Agreement
   dated March 10, 1999, between Mast Holding (Bermuda) Ltd. and Micromem.

                             3,100,000 Common Shares
    subject to options granted under the Micromem 2000 Stock Option Plan, of
     which 1,850,000 were granted on June 30, 2000, 250,000 were granted on
       November 30, 2000, and 1,000,000 were granted on December 19, 2000.

                             1,750,000 Common Shares
            subject to options granted under the Micromem 1999 Stock
                        Option Plan on February 28, 2001.

                            ---------------------

      The shareholders of Micromem Technologies Inc. listed on page 8 of this
prospectus are eligible to offer and sell up to a total of 8,026,988 common
shares under this prospectus. Micromem is not offering or selling any shares
under this prospectus and will not receive any of the proceeds from the sale of
the shares offered by these selling shareholders.

      The selling shareholders may sell the shares from time to time on or off
the NASD OTC Bulletin Board at prevailing market prices or at negotiated prices.
Sales may be made through brokers or to dealers, who are expected to receive
customary commissions or discounts.

      Our common shares are listed for trading on the NASD OTC Bulletin Board
under the symbol "MMTI.OB". On March 2, 2001, the last reported sale price
for our common shares was 3.6797 per share.

                              ---------------------

             INVESTING IN OUR COMMON SHARES INVOLVES CERTAIN RISKS.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 4.

                              ---------------------

     Neither the Securities and Exchange Commission nor any state securities
 commission has approved or disapproved these securities or determined if this
   prospectus is truthful or complete. Any representation to the contrary is a
   criminal offense. This prospectus is not an offer to sell these securities
  and it is not soliciting an offer to buy these securities in any state where
                       the offer or sale is not permitted.

                     This prospectus is dated March 5, 2001.
TABLE OF CONTENTS

Cautionary Statement Regarding Forward-Looking Statements....................2

Where You Can Find More Information .........................................3

Risk Factors.................................................................4

About Micromem...............................................................5

Statement of Capitalization and Indebtedness.................................6

Price Range of Common Shares of Micromem.....................................6

Selling Shareholders.........................................................7

Use of Proceeds.............................................................10

Plan of Distribution........................................................10

Experts.....................................................................11

Disclosure of Commission Position on Indemnification For Securities Act
Liabilities.................................................................11

                              CAUTIONARY STATEMENT
                      REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains a number of forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Specifically, all statements other than statements
of historical facts included in this prospectus, or incorporated herein by
reference, regarding our financial position, business strategy and plans, and
objectives of management for future operations are forward-looking statements.
These forward-looking statements are based on the beliefs of management, as well
as assumptions made by and information currently available to management. When
used in this prospectus, including the information incorporated by reference,
the words anticipate, believe, estimate, expect, may, will, continue, intend and
plan and words or phrases of similar import, as they relate to our financial
position, business strategy and plans, or objectives of management for future
operations, are intended to identify forward-looking statements. These
cautionary statements reflect our current view regarding future events and are
subject to risks, uncertainties and assumptions related to various factors which
include, but may not be limited to, those listed under the heading "Risk
Factors" and other cautionary statements in this prospectus and in the
information incorporated herein by reference.

      Although we believe that our expectations are reasonable, we cannot assure
you that our expectations will prove to be correct. Should any one or more of
the risks or uncertainties we describe materialize, or should any of our
underlying assumptions prove incorrect, actual results may vary materially from
those described in this prospectus as being anticipated, believed, estimated,
expected, intended or planned. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements.

                                      -2-
WHERE YOU CAN FIND MORE INFORMATION

      This prospectus is part of a registration statement on Form S-8 filed by
us with the Securities and Exchange Commission (the "Commission") under the
Securities Act. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules to the
registration statement, to which reference is made for further information.
Statements contained in this prospectus concerning the contents of any contract
or other document referred to are not necessarily complete and in each instance
we refer you to the copy of the contract or other document filed as an exhibit
to the registration statement, each such statement being qualified in all
respects by such reference.

      We are subject to the information requirements of the Exchange Act, and in
accordance therewith, file reports and other information with the Commission.
Under a multijurisdictional disclosure system adopted by the United States, such
reports and other information may be prepared in accordance with the disclosure
requirements of Canada, which requirements are different from those of the
United States. We are exempt from the rules under the Exchange Act prescribing
the furnishing and content of proxy statements, and our officers, directors and
principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. Our Commission
filings are available to the public over the Internet at the Commission's web
site at http://www.sec.gov. You may also read and copy any document we file at
the Commission's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference room.

      The Commission allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the Commission will automatically update and supersede this information. We
incorporate by reference:

     o    our annual report on Form 40-F for the fiscal year ended October 31,
          2000;

     o    the description of our common shares, which is contained under the
          heading "Description of Securities to Be Registered" in the prospectus
          that is part of our Registration Statement on Form 20-F filed pursuant
          to Section 12(g) of the Exchange Act (SEC file no. 000-26005), and any
          amendment or report filed for the purpose of updating such
          description;

     o    any Form 6-K subsequently filed with the SEC which is identified by us
          as being incorporated by reference into this prospectus; and

     o    any other report filed by us pursuant to Sections 13(a), 13(c), 14 or
          15(d) of the Exchange Act subsequent to the date of this prospectus
          and prior to the termination of the offering made under this
          prospectus.

      We will furnish to any person, including any beneficial owner, to whom
this prospectus is delivered, without charge, a copy of any information
incorporated by reference into this prospectus but not delivered with the
prospectus, upon written or oral request. Requests for such information shall be
made to the attention of Dr. David Hayes either by writing to him at Micromem
Technologies Inc., 150 York Street, Suite 302, Toronto, Ontario M5H 3S5, Canada,
or by calling him at (416) 364-6513.

                                      -3-
TO UNDERSTAND THIS OFFERING FULLY, YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY, INCLUDING "RISK FACTORS" BELOW. IN ADDITION, YOU SHOULD ALSO READ THE
DOCUMENTS REFERRED TO IN "WHERE YOU CAN FIND MORE INFORMATION" ON PAGE 3 FOR
MORE INFORMATION ABOUT OUR COMPANY AND OUR FINANCIAL STATEMENTS. INVESTING IN
OUR COMMON SHARES INVOLVES VARIOUS RISKS. YOU SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS AND OTHER INFORMATION IN THIS PROSPECTUS BEFORE DECIDING
TO INVEST IN OUR COMMON SHARES.

RISK FACTORS

We currently have no source of revenue.

      Our objective is to license our technology for use in various industries
and then work with each licensee to adapt the technology to meet that licensee's
particular needs. If we fail to enter into any license agreements we will have
no revenues and even if we enter into such agreements the amount of the revenues
we receive will depend on the terms we are able to get from each licensee and
the ability of each licensee to compete in its particular market.

Products using the technologies have not yet been manufactured.

      Our success depends on whether our technologies can be manufactured in
large quantities at competitive prices. Failure to be able to manufacture large
quantities at competitive prices could seriously hurt our ability to generate
revenues.

Competition from existing technology could seriously affect us.

      We are seeking to compete in a market currently dominated by other strong
and well-established technologies such as Dynamic Random Access Memory (or
DRAM). Despite any advantages our technologies may have over other technologies,
our inability to compete on other grounds such as price or manufacturing volume,
or the saturation of the market due to large existing inventories of competing
technologies or existing long-term contracts for such technologies, could
seriously impair our ability to generate revenues. In addition, our competitors
include established companies with greater financial or other resources and more
diversified product lines.

Competitors are seeking to develop magnetic based memory technologies similar
      to our technologies.

      Most of the major producers of memory components and devices are reported
to be conducting research directed towards the development of magnetic based
memory technologies similar to those of our technologies. While information
concerning such research is difficult to obtain, reports indicate that very
large sums of money are being spent and that major companies such as IBM,
Motorola and Honeywell, that have enormous resources at their disposal, are
involved.

Failure to receive continued financing could cause our business to suffer.

      Since we expect no material revenues in the near future, we will need
additional financing to continue the research and development needed for further
improvements and to successfully market the technologies to potential licensees.
While we have had sufficient funds thus far to meet our requirements, there is
no assurance we will be able to continue to do so, and failure to receive
sufficient funds in the future could affect our ability to market and exploit
our technologies.

Because much of our success and value depends on our ownership and use of
intellectual property, our failure to protect that property could adversely
affect our future growth and success.

      Our success will depend on our ability to protect our intellectual
property. We rely primarily on patent, copyright, trademark and trade secret
laws, as well as nondisclosure agreements and other methods to protect our
proprietary technologies and processes. We hold several patents, have a number
of patent applications pending, and intend to file additional patent
applications from time to time as new technologies and processes are developed.
We can give no assurance, however, that any of our patents will not be
determined to be invalid at a later date or that any pending or future
applications will result in the issuance of patents. In addition, despite our
efforts to protect our

                                      -4-
proprietary technologies and processes, unauthorized parties may attempt to copy
or otherwise obtain and use our products or technologies without authorization,
develop similar technologies independently or design around our patents.
Policing unauthorized use of our products is expensive and difficult, and we
cannot be certain that the steps we have taken will prevent misappropriation or
infringement of our intellectual property.

Intellectual property claims against us, no matter how groundless, could
cause our business to suffer.

      Our future success and competitive position depend in part on our ability
to retain exclusive rights to our technologies, including any improvements that
may be made to them from time to time by us or on our behalf. While certain of
our technologies are patented and we know of no challenge that has been made
either against those or any other of our technologies or against our exclusive
rights to them, and have no reason to believe that any such challenge might be
made or that the grounds for any such challenge exist, if any intellectual
property litigation were to be commenced against us, no matter how groundless,
the result would be a significant expense, adversely affecting licensing and
sales, and diverting the efforts of our technical and management personnel and,
in the event of an adverse outcome, substantial damages and possible
restrictions on the licensing and use of our technologies.

No Foreseeable Dividends

      We have never paid a dividend on our securities and we do not anticipate
paying dividends in the foreseeable future.

Issuance of Additional Securities and Dilution

      Our board of directors has the authority to issue additional common shares
or other securities without the prior consent or vote of our shareholders. The
issuance of additional common shares may have the effect of diluting the
proportionate equity interest and voting power of holders of shares.

Dependence on Key Personnel

      Our success will depend on our ability to retain certain of our senior
management and key technical personnel. It will also depend, to a large extent,
on our ability to attract and retain additional highly skilled personnel in the
future.

                                 ABOUT MICROMEM

      We are engaged in the development of memory technologies having the
characteristic of non-volatility (the "Company's Technology"), which is the
ability to retain information after power has been shut off. The Company's
Technology includes both the patented magnetic based memory technology called
MAGRAM and other forms of non-volatile memory technology not covered by the
MAGRAM patents. The desired objective of our development work is to build an
integrated micron scale non-volatile random access memory matrix for
incorporation into memory devices and to adapt the technology to the particular
needs of different industries or products. As the development of the Company's
Technology is currently ongoing, decisions as to which market segments we will
concentrate on initially and the approach we will take with those market
segments have yet to be made.

      We were incorporated under the laws of the Province of Ontario, Canada, on
October 21, 1985 as Mine Lake Minerals Inc. We subsequently changed our name to
Avanti Capital Corp. on June 23, 1988 and to AvantiCorp International Inc. on
April 30, 1992 before becoming Micromem Technologies Inc. on January 14, 1999 in
connection with our acquisition of Pageant Technologies Incorporated. Our
principal executive offices are located at 150 York Street, Suite 302, Toronto,
Ontario M5H 3S5, Canada, and our telephone number is (416) 364-6513.

                                      -5-
STATEMENT OF CAPITALIZATION AND INDEBTEDNESS

            The following table sets forth the consolidated debt and
capitalization of Micromem as at January 31, 2001 and October 31, 2000.

Designation of Security  As at January 31, 2001  As at October 31, 2000
                               (unaudited)              (audited)
--------------------      --------------------    --------------------

Debt                                -                       -
  Long-term debt                    -                       -
  Obligations under                 -                       -
  capital leases
Total Debt                          -                       -
Shareholders' Equity
  Share Capital             $  17,642,242         $   11,849,357
  Common Shares             41,927,518 shares     39,734,516 shares
  (authorized- unlimited)
 Contributed surplus        $    787,288          $    3,256,772
 Deferred share                     -             $     (453,219)
 compensation
 Deficit accumulated        $ (13,291,067)        $ (12,968,135)
 during the development
  stage
Total Shareholders'         $   5,138,463         $   1,684,775
 Equity

 TOTAL CAPITALIZATION       $   5,138,463         $   1,684,775

                   PRICE RANGE OF COMMON SHARES OF MICROMEM

            The following table provides the price range of the common shares
for the periods indicated, including the previous six calendar months, the most
recent eight quarterly periods, and each calendar year that the common shares
have been publicly traded.

                  Period                  High ($)          Low ($)
                  -------------------------------------------------
                  Feb. 2001               4.50              2.81
                  Jan. 2001               5.28              1.84
                  Dec. 2000               4.63              1.69
                  Nov. 2000               4.81              2.63
                  Oct. 2000               5.06              3.25
                  Sep. 2000               6.75              4.44
                  Aug. 2000               8.69              5.00

                  4th Qtr 2000            5.06              1.69
                  3rd Qtr 2000            8.69              4.16
                  2nd Qtr 2000            17.00             5.94
                  1st Qtr 2000            25.13             3.00
                  4th Qtr 1999            4.88              2.50
                  3rd Qtr 1999            6.44              2.00
                  2nd Qtr 1999            8.44              4.50
                  1st Qtr 1999            5.63              3.00

                  Jan. 3 - Dec. 31, 2000  25.13             1.69
                  Jan. 4 - Dec. 31, 1999  8.44              2.00
                  Apr. 1 - Dec. 31 1998   6.19              0.19

                                      -6-
SELLING SHAREHOLDERS

      The selling shareholders are eligible to offer and sell up to a total of
8,026,988 common shares under this prospectus. The following table sets forth:

            o  the name, position and/or title, and municipality of residence
               of each selling shareholder;

            o  the number of common shares beneficially owned by each selling
               shareholder as of the date of this prospectus, assuming exercise
               of all outstanding options;

            o  the maximum number of common shares that may be offered by
               each selling shareholder under this prospectus; and

            o  the number of common shares that would be owned by each selling
               shareholder after the completion of the offering if such selling
               shareholder were to offer and sell all of the common shares such
               selling shareholder is eligible to offer and sell.

      The information set forth in the table below is based on 47,427,518 common
shares outstanding as of February 28, 2001, which includes all of the shares the
selling shareholders are eligible to offer under this prospectus and assumes the
exercise of all stock options outstanding as of the date of this prospectus. All
information with respect to share ownership has been provided by the selling
shareholders. The shares covered by this prospectus may be offered by the
selling shareholders or their transferees from time to time, in whole or in
part.

                                      -7-
-----------------------------------------------------------------------------------------------
                                                                  Common Shares Beneficially
Selling Shareholder      Number of Common        Number of      Owned After the Offering if all
                    Shares Beneficially Owned  Common Shares      Eligible Shares are Sold
                     Before the Offering (1)   Eligible to
                                                be Offered
-----------------------------------------------------------------------------------------------
                                                                   Number      Percent
-----------------------------------------------------------------------------------------------
Salvatore Fuda,                  3,318,978       3,318,978          None         0%
Chairman and CEO,
Toronto, Ontario
-----------------------------------------------------------------------------------------------
Manoj Pundit,                    1,002,478       1,000,000         2,478      0.01%
Executive VP and
General Counsel,
Toronto, Ontario
-----------------------------------------------------------------------------------------------
Stephen Fleming,                   750,000         750,000          None         0%
Director,
Providenciales, Turks
& Caicos Islands
-----------------------------------------------------------------------------------------------
Andrew Brandt,                     504,000         500,000         4,000      0.01%
Director,
Sarnia, Ontario
-----------------------------------------------------------------------------------------------
Charles Harnick,                   500,800         500,000          800         0%
Director,
Toronto, Ontario
-----------------------------------------------------------------------------------------------
Dale Hensley,                      500,000         500,000          None         0%
Chief Operating
Officer,
Grandview, Missouri
-----------------------------------------------------------------------------------------------
George A. Kennedy,                 500,000         500,000          None         0%
Director,
Washington, D.C.
-----------------------------------------------------------------------------------------------
Rajagopal                          500,000         500,000          None         0%
Viswanathan, Chief
Financial Officer,
Oakville, Ontario
-----------------------------------------------------------------------------------------------
Mast Holding                       458,010         458,010          None         0%
(Bermuda) Ltd., a
corporation
wholly-owned by
Robert Patterson,
Micromem's former
President and CEO,
Hamilton, Bermuda
------------------------------------------------------------------------------------------------
(1)   Assumes the exercise of all stock options outstanding as of the date of
this prospectus.

      On January 25, 1999, pursuant to the Micromem Technologies Inc. 1999 Stock
Option Plan (the "1999 Plan"), Micromem granted options to Salvatore Fuda for
the purchase of 1,000,000 common shares, 100,000 of which he exercised on
October 1, 1999, 100,000 of which he exercised on November 4, 1999, and 800,000
of which he exercised on December 6, 2000. On June 30, 2000, and December 19,
2000, pursuant to the Micromem Technologies Inc. 2000 Stock Option Plan (the
"2000 Plan"), Micromem granted options to Mr. Fuda for the purchase of 250,000
common shares and 1,000,000 common shares, respectively, none of which he
exercised. On March 15, 2000, Micromem issued 454,292 common shares to Mr. Fuda
pursuant to a consulting agreement dated January 29, 1999, between Micromem and
275311 Ontario Inc., a corporation controlled by Mr. Fuda. On January 17, 2001,
Micromem issued 714,686 common shares to Mr. Fuda pursuant to the Employment and
Option agreement between Micromem and Salvatore Fuda dated January 2, 2000. Of
these 3,418,978 common shares, Mr. Fuda currently owns or has the right to
acquire through the exercise of stock options 3,318,978 common shares, and all
such shares are being made available for resale pursuant to this prospectus. Mr.
Fuda has entered into an agreement to sell 2,068,978 of these shares, such sale
being conditioned on the final consent of the purchaser following the
purchaser's receipt and review of this prospectus. Before this offering, these
3,318,978 common shares represented 7.7% of our outstanding common shares (based
on 43,177,518 common shares outstanding as of February 28, 2001, assuming the
exercise of Mr. Fuda's options). If Mr. Fuda completes the sale of all the
shares

                                      -8-
being made available for resale in this prospectus, he will not own any common
shares. Mr. Fuda has sole voting and investment power with respect to all the
shares being made available for sale by him in this prospectus. Mr. Fuda has
served as the Chairman of the Board of Directors of Micromem since January 11,
1999.

      On each of June 30, 2000 and November 30, 2000, pursuant to the 2000 Plan,
Micromem granted options to Stephen Fleming for the purchase of 250,000 common
shares. On February 28, 2001, pursuant to the 1999 Plan, Micromem granted
options to Mr. Fleming for the purchase of 250,000 common shares. Mr. Fleming
has not exercised any of these options as of the date of this prospectus. These
750,000 common shares are all of the common shares Mr. Fleming owns or has the
right to acquire through the exercise of stock options, and all are eligible to
be made available for resale pursuant to this prospectus, though Mr. Fleming has
not expressed his intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 750,000 common shares represented 1.76%
of our outstanding common shares (based on 42,677,518 common shares outstanding
as of February 28, 2001, assuming the exercise of Mr. Fleming's options). If Mr.
Fleming sells all the shares made available for resale in this prospectus, he
will not own any common shares. Mr. Fleming has sole voting and investment power
with respect to all the shares eligible to be made available for sale by him in
this prospectus. Mr. Fleming served as the President and CEO of Micromem from
January 11, 1999 to March 18, 1999, and has served as a Director of Micromem
since January 11, 1999.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 500,000 common shares to Manoj Pundit, none of which he has
exercised as of the date of this prospectus. On February 28, 2001, pursuant to
the 1999 Plan, Micromem granted options to Mr. Pundit for the purchase of
500,000 common shares. All of these 1,000,000 common shares are eligible to be
made available for resale pursuant to this prospectus, though Mr. Pundit has not
expressed his intent as to the number of common shares, if any, he actually will
sell. Before this offering, these 1,000,000 common shares represented 2.33% of
our outstanding common shares (based on 42,927,518 common shares outstanding as
of February 28, 2001, assuming the exercise of all of Mr. Pundit's options). If
Mr. Pundit sells all the shares made available for resale in this prospectus, he
will own 2,478 shares. Mr. Pundit has sole voting and investment power with
respect to all the shares eligible to be made available for sale by him in this
prospectus. Mr. Pundit has served as the Executive Vice President and General
Counsel of Micromem since July 17, 2000.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 250,000 common shares to Andrew Brandt, none of which he has
exercised as of the date of this prospectus. On February 28, 2001, pursuant to
the 1999 Plan, Micromem granted options for the purchase of a further 250,000
common shares to Mr. Brandt. All of these 500,000 common shares are eligible to
be made available for resale pursuant to this prospectus, though Mr. Brandt has
not expressed his intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 500,000 common shares represented 1.18%
of our outstanding common shares (based on 42,427,518 common shares outstanding
as of February 28, 2001, assuming the exercise of all of Mr. Brandt's options).
If Mr. Brandt sells all the shares made available for resale in this prospectus,
he will own 4,000 common shares. Mr. Brandt has sole voting and investment power
with respect to all the shares eligible to be made available for sale by him in
this prospectus. Mr. Brandt has served as a Director of Micromem since June 29,
2000.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 250,000 common shares to Charles Harnick, none of which he has
exercised as of the date of this prospectus, and on February 28, 2001, pursuant
to the 1999 Plan, Micromem granted options for the purchase of a further 250,000
common shares to Mr. Harnick. All of these 500,000 common shares are eligible to
be made available for resale pursuant to this prospectus, though Mr. Harnick has
not expressed an intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 500,000 common shares represented 1.18%
of our outstanding common shares (based on 42,427,518 common shares outstanding
as of February 28, 2001, assuming the exercise of all of Mr. Harnick's options).
If Mr. Harnick sells all the shares made available for resale in this
prospectus, he will own 800 common shares. Mr. Harnick has sole voting and
investment power with respect to the shares eligible to be made available for
sale by him in this prospectus. Mr. Harnick has served as a Director of Micromem
since June 29, 2000.

      On February 21, 2001, pursuant to the 1999 Plan, Micromem granted options
for the purchase of 500,000 common shares to Dale Hensley. Mr. Hensley has not
exercised any of these options as of the date of this prospectus. These 500,000
common shares are all of the common shares Mr. Hensley owns, or has the right to
acquire through the exercise of stock options, and all are eligible to be made
available for resale pursuant to this prospectus, though Mr. Hensley has not
expressed his intent as to the number of common shares, if any, he actually will
sell. Before this offering, these 500,000 common shares represented 1.18% of our
outstanding common shares

                                      -9-
(based on 42,427,518 common shares outstanding as of February 28, 2001, assuming
the exercise by Mr. Hensley of all of his options). If Mr. Hensley sells all the
shares made available for resale in this prospectus, he will not own any common
shares. Mr. Hensley has sole voting and investment power with respect to all the
shares eligible to be made available for sale by him in this prospectus. Mr.
Hensley has served as Chief Operating Officer of Micromem since February 21,
2001.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 250,000 common shares to George Kennedy, none of which he has
exercised as of the date of this prospectus, and on February 28, 2001, pursuant
to the 1999 Plan, Micromem granted options for the purchase of a further 250,000
common shares to Mr. Kennedy. All of these 500,000 common shares are eligible to
be made available for resale pursuant to this prospectus, though Mr. Kennedy has
not expressed an intent as to the number of common shares, if any, he actually
will sell. Before this offering, these 500,000 common shares represented 1.18%
of our outstanding common shares (based on 42,427,518 common shares outstanding
as of February 28, 2001, assuming the exercise of all of Mr. Kennedy's options).
If Mr. Kennedy sells all the shares made available for resale in in this
prospectus he will not own any common shares. Mr. Kennedy has sole voting and
investment power with respect to the shares eligible to be made available for
sale by him in this prospectus. Mr. Kennedy has served as a Director of Micromem
since June 29, 2000.

      On June 30, 2000, pursuant to the 2000 Plan, Micromem granted options for
the purchase of 100,000 common shares to Rajagopal Viswanathan and on November
30, 2000 and February 28, 2001, pursuant to the 1999 Plan, Micromem granted
options to Mr. Viswanathan for the purchase of 150,000 common shares and 250,000
common shares, respectively. Mr. Viswanathan has not exercised any of these
options as of the date of this prospectus. These 500,000 common shares are all
of the common shares Mr. Viswanathan owns, or has the right to acquire through
the exercise of stock options, and all are eligible to be made available for
resale pursuant to this prospectus, though Mr. Viswanathan has not expressed his
intent as to the number of common shares, if any, he actually will sell. Before
this offering, these 500,000 common shares represented 1.18% of our outstanding
common shares (based on 42,427,518 common shares outstanding as of February 28,
2001, assuming the exercise by Mr. Viswanathan of all of his options). If Mr.
Viswanathan sells all the shares made available for resale in this prospectus,
he will not own any common shares. Mr. Viswanathan has sole voting and
investment power with respect to all the shares eligible to be made available
for sale by him in this prospectus. Mr. Viswanathan has served as Chief
Financial Officer of Micromem since June 5, 2000.

      In March 2000, pursuant to the Consulting Agreement dated March 10, 1999,
between Micromem and Mast Holding (Bermuda) Ltd., a corporation wholly-owned by
Robert Patterson, Micromem's former President and CEO, Micromem issued 446,818
common shares to Mast Holding (Bermuda) Ltd. A further 11,192 common shares were
issued under this agreement on January 25, 2001. All of these 458,010 common
shares are eligible to be made available for resale pursuant to this prospectus,
though Mast Holding has not expressed an intent as to the number of common
shares, if any, it actually will sell. Before this offering, these 458,010
common shares represented 1.1% of our outstanding common shares (based on
41,927,518 common shares outstanding as of February 28, 2001). If Mast Holding
sells all the shares eligible to be made available for sale in this prospectus,
it will not own any common shares. Mast Holding has sole voting and investment
power with respect to all the shares eligible to be made available for sale by
it in this prospectus.

                                 USE OF PROCEEDS

      We will receive none of the net proceeds from the sale of common shares
made available by this prospectus.

                              PLAN OF DISTRIBUTION

      We are registering the common shares offered by this prospectus on behalf
of the selling shareholders. We will pay all expenses of registration of the
shares offered hereby, other than commissions, discounts and concessions of
underwriters, dealers or agents. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of the shares will be borne by the
selling shareholders. We will not receive any of the proceeds from the sale of
the shares by the selling shareholders.

                                      -10-
The selling shareholders may sell shares under this prospectus from time
to time in transactions, including one or more block transactions, on the NASD
OTC Bulletin Board, in the public market off the NASD OTC Bulletin Board, in
privately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at the market price prevailing at the time of sale
or at a negotiated price. The selling shareholders may effect these transactions
by selling their shares directly to purchasers or to or through broker-dealers,
which may act as agents or principals. These broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders and/or the purchasers of shares for whom these
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). Any shares covered by this prospectus that qualify for
sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than
under this prospectus. All expenses of registration incurred in connection with
this offering are being borne by Micromem, but all brokerage commissions and
other expenses incurred by a selling shareholder will be paid by that selling
shareholder.

      The selling shareholders and any broker-dealers that act in connection
with the sale of the shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act. Consequently, any commissions
received by these broker-dealers and any profit on the resale of the shares sold
by them while acting as principals might be deemed to be underwriting discounts
or commissions under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares against certain liabilities, including liabilities
arising under the Securities Act.

      Because the selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act,
which may include delivery through the facilities of the Nasdaq National Market
pursuant to Rule 153 under the Securities Act.

                                     EXPERTS

      Our financial statements as at October 31, 2000 and 1999, and for the
years then ended and for the cumulative period from September 3, 1997 to October
31, 2000, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent chartered
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

             DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

   Reference is made to Section 136 of the Business Corporations Act (Ontario),
which provides:

      Indemnification of Directors

      (1)   A corporation may indemnify a director or officer of the
            corporation, a former director or officer of the corporation or a
            person who acts or acted at the corporation's request as a director
            or officer of a body corporate of which the corporation is or was a
            shareholder or creditor, and his or her heirs and legal
            representatives, against all costs, charges and expenses, including
            an amount paid to settle an action or satisfy a judgement,
            reasonably incurred by him or her in respect of any civil, criminal
            or administrative action or proceeding to which he or she is made a
            party by reason of being or having been a director or officer of
            such corporation or body corporate, if,

      (a)   he or she acted honestly and in good faith with a view to the
            best interests of the corporation; and

      (b)   in the case of a criminal or administrative action or proceeding
            that is enforced by a monetary penalty, he or she had reasonable
            grounds for believing that his or her conduct was lawful.

      Idem

      (2)   A corporation may, with the approval of the court, indemnify a
            person referred to in subsection (1) in respect of an action by or
            on behalf of the corporation or body corporate to procure a
            judgement in its favor, to which the person is made a party by
            reason of being or having been a director or an officer of the
            corporation or body corporate, against all costs, charges and
            expenses reasonably

                                      -11-
incurred by the person in connection with such action if he or she
            fulfils the conditions set out in clauses (1)(a) and (b).

      Idem

      (3)   Despite anything in this section, a person referred to in subsection
            (1) is entitled to indemnity from the corporation in respect to all
            costs, charges and expenses reasonably incurred by him in connection
            with the defense of any civil, criminal or administrative action or
            proceeding to which he or she is made a party by reason of being or
            having been a director or officer of the corporation or body
            corporate, if the person seeking indemnity,

      (a)   was substantially successful on the merits in his or her defense
            of the action or proceeding; and

      (b)   fulfils the conditions set out in clauses (1)(a) and (b).

      Liability Insurance

      (4)   A corporation may purchase and maintain insurance for the benefit of
            any person referred to in subsection (1) against the liability
            incurred by the person,

      (a)   in his or her capacity as a director or officer of the corporation,
            except where the liability relates to the person's failure to act
            honestly and in good faith with a view to the best interests of the
            corporation; or

      (b)   in his or her capacity as a director or officer of another body
            corporate where the person acts or acted in that capacity at the
            corporation's request, except where the liability relates to the
            person's failure to act honestly and in good faith with a view to
            the best interests of the body corporate.

      Application to court

      (5)   A corporation or a person referred to in subsection (1) may apply to
            the court for an order approving an indemnity under this section and
            the court may so order and make any further order it thinks fit.

      Idem

      (6)   Upon an application under subsection (5), the court may order notice
            to be given to any interested person and such person is entitled to
            appear and be heard in person or by counsel.

   Reference is made to Paragraph 25 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to the indemnification of directors
and officers:

      "The Corporation shall indemnify the directors and officers of the
Corporation, former directors or officers of the Corporation or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor and his
heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful."

   Reference is made to Paragraph 26 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to insurance for directors and
officers:

                                      -12-
"The Corporation may purchase and maintain insurance for the benefit of
the directors or officers of the Corporation, former directors or officers of
the Corporation or persons who act or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor and his heirs and legal representatives against any
liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate."

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

                                      -13-
DEALER PROSPECTUS DELIVERY OBLIGATION

      Until April 16, 2001, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

                                      -14-
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The Registrant hereby incorporates by reference in this Registration
Statement the following documents:

            (a)   our annual report on Form 40-F for the fiscal year ended
                  October 31, 2000;

            (b)   the description of our common shares, which is contained under
                  the heading "Description of Securities to Be Registered" in
                  the prospectus that is part of our Registration Statement on
                  Form 20-F pursuant to Section 12(g) of the Exchange Act (SEC
                  file no. 000-26005), and any amendment or report filed for the
                  purpose of updating such description;

            (c)   any Form 6-K subsequently filed with the SEC which is
                  identified by us as being incorporated by reference into this
                  prospectus;

            (d)   all other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by
                  the registrant document referred to in (a) above.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

      Not applicable.

Item 5.   Interest of Named Experts and Counsel.

      Certain legal matters in connection with the common shares being issued by
the Company and registered pursuant to this Registration Statement have been
passed upon for us by Chitiz Pundit Pathak & Sokoloff, Toronto, Ontario. Manoj
Pundit, Executive Vice-President, General Counsel, and Secretary of Micromem,
also has served as a partner at Chitiz Pundit Pathak & Sokoloff since December
1995 and has an equity interest in Micromem.

 Item 6.   Indemnification of Directors and Officers.

      Reference is made to Section 136 of Business Corporations Act (Ontario),
which provides:

      Indemnification of Directors

      (1)   A corporation may indemnify a director or officer of the
            corporation, a former director or officer of the corporation or a
            person who acts or acted at the corporation's request as a director
            or officer of a body corporate of which the corporation is or was a
            shareholder or creditor, and his or her heirs and legal
            representatives, against all costs, charges and expenses, including
            an amount paid to settle an action or satisfy a judgement,
            reasonably incurred by him or her in respect of any civil, criminal
            or administrative action or proceeding to which he or she is made a
            party by reason of being or having been a director or officer of
            such corporation or body corporate, if,

                                      -15-
(a)   he or she acted honestly and in good faith with a view to
                  the best interests of the corporation; and

            (b)   in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he or she
                  had reasonable grounds for believing that his or her conduct
                  was lawful.

      Idem

      (2)   A corporation may, with the approval of the court, indemnify a
            person referred to in subsection (1) in respect of an action by or
            on behalf of the corporation or body corporate to procure a
            judgement in its favor, to which the person is made a party by
            reason of being or having been a director or an officer of the
            corporation or body corporate, against all costs, charges and
            expenses reasonably incurred by the person in connection with such
            action if he or she fulfils the conditions set out in clauses (1)(a)
            and (b).

      Idem

      (3)   Despite anything in this section, a person referred to in subsection
            (1) is entitled to indemnity from the corporation in respect to all
            costs, charges and expenses reasonably incurred by him in connection
            with the defense of any civil, criminal or administrative action or
            proceeding to which he or she is made a party by reason of being or
            having been a director or officer of the corporation or body
            corporate, if the person seeking indemnity,

            (a)   was substantially successful on the merits in his or her
                  defense of the action or proceeding; and

            (b)   fulfils the conditions set out in clauses (1)(a) and (b).

      Liability Insurance

      (4)   A corporation may purchase and maintain insurance for the benefit of
            any person referred to in subsection (1) against the liability
            incurred by the person,

            (a)   in his or her capacity as a director or officer of the
                  corporation, except where the liability relates to the
                  person's failure to act honestly and in good faith with a view
                  to the best interests of the corporation; or

            (b)   in his or her capacity as a director or officer of another
                  body corporate where the person acts or acted in that capacity
                  at the corporation's request, except where the liability
                  relates to the person's failure to act honestly and in good
                  faith with a view to the best interests of the body corporate.

      Application to court

      (5)   A corporation or a person referred to in subsection (1) may apply to
            the court for an order approving an indemnity under this section and
            the court may so order and make any further order it thinks fit.

      Idem

                                      -16-
(6)   Upon an application under subsection (5), the court may order notice
            to be given to any interested person and such person is entitled to
            appear and be heard in person or by counsel.

      Reference is made to Paragraph 25 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to the indemnification of Directors
and Officers:

      "The Corporation shall indemnify the directors and officers of the
Corporation, former directors or officers of the Corporation or a person who
acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor and his
heirs and legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him in respect of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate and with the approval
of the court in respect of an action by or on behalf of the Corporation or body
corporate to procure a judgment in its favour to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate against all costs, charges and expenses reasonably incurred by him in
connection with such action, if, he acted honestly and in good faith with a view
to the best interests of the Corporation; and in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful."

      Reference is made to Paragraph 26 of the Corporation's Bylaw No. 1, which
sets forth the following provisions relating to insurance for Directors and
Officers:

      "The Corporation may purchase and maintain insurance for the benefit of
the directors or officers of the Corporation, former directors or officers of
the Corporation or persons who act or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor and his heirs and legal representatives against any
liability incurred by him, in his capacity as a director or officer of the
Corporation, except where the liability relates to his failure to act honestly
and in good faith with a view to the best interests of the Corporation; or in
his capacity as a director or officer of another body corporate where he acts or
acted in that capacity at the Corporation's request, except where the liability
relates to his failure to act honestly and in good faith with a view to the best
interests of the body corporate."

Item 7.   Exemption From Registration Claimed.

      Not applicable.

Item 8.    Exhibits.

       Exhibit Number            Description

       3.1              Certificate of Incorporation of the Registrant, as
                        amended (incorporated by reference to Exhibit 1.1 to
                        Registrant's Registration Statement on Form 20-F, dated
                        January 11, 2000, as amended, Commission File No.
                        000-26005).

       3.2              By-laws of the Registrant (incorporated by reference
                        to Exhibit 1.2 to Registrant's Registration Statement
                        on Form 20-F, dated January 11, 2000, as amended,
                        Commission File No. 000-26005).

       4.1              The Company's 1999 Stock Option Plan, dated January 11,
                        1999 (incorporated by reference to Exhibit 3.15 to the
                        Company's Registration Statement on Form 20-F, dated
                        January 11, 2000, as amended, Commission File No.
                        000-26005).

                                      -17-
4.2              The Company's 2000 Stock Option Plan, dated June 29,
                        2000 (incorporated by reference to Exhibit 1 to Schedule
                        B to the Company's Foreign Issuer Report on Form 6-K,
                        filed June 30, 2000).

       4.3              Employment and Option Agreement between the Company and
                        Sam Fuda, dated January 2, 2000 (incorporated by
                        reference to Exhibit 4.4 to the Company's Annual Report
                        on Form 40-F, dated February 1, 2001, as amended,
                        Commission File No. 000-26005).

       4.4              Consulting Agreement between the Company and 275311
                        Ontario, Inc., dated January 29, 1999 (incorporated
                        by reference to Exhibit 3.9 to the Company's
                        Registration Statement on Form 20-F, dated January
                        11, 2000, as amended, Commission File No. 000-26005).

       4.5              Consulting Agreement between the Company and Mast
                        Holding (Bermuda) Ltd., dated March 10, 1999
                        (incorporated by reference to Exhibit 3.10 to the
                        Company's Registration Statement on Form 20-F, dated
                        January 11, 2000, as amended, Commission File No.
                        000-26005).

       5                Opinion of Chitiz Pundit Pathak & Sokoloff, regarding
                        legality of securities being registered (including
                        consent).

       23.1             Consent of KPMG LLP.

       23.2             Consent of Chitiz Pundit Pathak & Sokoloff  (included
                        in the opinion filed as Exhibit 5 to this
                        registration statement).

       23.3             Consent of Business Equity Appraisal Reports, Inc.
                        ("Bear").

       24               Power of Attorney (contained on the signature page
                        hereto).

Item 9.    Undertakings.

      The undersigned Registrant hereby undertakes:

      (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;

      (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof; and

      (3) to remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a

                                      -18-
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -19-
SIGNATURES

      Pursuant to the requirements of the Securities Act, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, Canada, on this 2nd day
of March, 2001.

                                          MICROMEM TECHNOLOGIES INC.

                                          By: /s/ Salvatore Fuda
                                             --------------------------
                                             Name: Salvatore Fuda
                                             Title:   Chairman

      Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated.

Signature                     Title                                     Date
---------                     -----                                     ----

/s/ Salvatore Fuda            Chairman of the Board of Directors    March 5,2001
----------------------------  (Principal Executive Officer)
Salvatore Fuda

/s/ Rajagopal Viswanathan     Chief Financial Officer (Principal    March 5,2001
----------------------------  Financial and Accounting Officer)
Rajagopal Viswanathan

/s/ Andrew Brandt             Director                              March 5,2001
----------------------------
Andrew Brandt

/s/ Stephen Fleming           Director                              March 5,2001
----------------------------
Stephen Fleming

/s/ Charles A. Harnick        Director                              March 5,2001
----------------------------
Charles A. Harnick, Q.C.

/s/ George A. Kennedy         Director                              March 5,2001
----------------------------
George A. Kennedy

                                      -20-
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Micromem
Technologies Inc. whose signature appears below constitutes and appoints Manoj
Pundit his true and lawful attorney-in-fact and agent, with full and several
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including post-effective amendments,
and supplements to this Registration Statement, and any subsequent registration
statement filed by the Registrant pursuant to Rule 462(b) under the Securities
Act, as amended, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, as amended, the above
Power of Attorney has been signed below by the following persons in the
capacities indicated.

Signature                     Title                                     Date
---------                     -----                                     ----

/s/ Salvatore Fuda            Chairman of the Board of Directors    March 5,2001
----------------------------  (Principal Executive Officer)
Salvatore Fuda

/s/ Rajagopal Viswanathan     Chief Financial Officer (Principal    March 5,2001
----------------------------  Financial and Accounting Officer)
Rajagopal Viswanathan

/s/ Andrew Brandt             Director                              March 5,2001
----------------------------
Andrew Brandt

/s/ Stephen Fleming           Director                              March 5,2001
----------------------------
Stephen Fleming

/s/ Charles A. Harnick,       Director                              March 5,2001
----------------------------
Charles A. Harnick, Q.C.

/s/ George A. Kennedy         Director                              March 5,2001
----------------------------
George A. Kennedy

                                      -21-
Pursuant to the requirements of Section 6(a) of the Securities Act, as
amended, the undersigned has signed this Registration Statement, solely in the
capacity of the duly authorized representative of Micromem Technologies Inc. in
the United States, in the City of New York, in the State of New York, U.S.A., on
March 5, 2001.

                                          By: /s/ Bruce Rabb
                                             -------------------------------
                                             Bruce Rabb

                                      -22-
EXHIBIT INDEX

Exhibit No. Description

3.1         Certificate of Incorporation of the Registrant, as amended
            (incorporated by reference to Exhibit 1.1 to Registrant's
            Registration Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

3.2         By-laws of the  Registrant  (incorporated  by reference to
            Exhibit  1.2 to  Registrant's  Registration  Statement  on
            Form 20-F, dated January 11, 2000, as amended,  Commission
            File No. 000-26005).

4.1         The Company's 1999 Stock Option Plan, dated January 11, 1999
            (incorporated by reference to Exhibit 3.15 to the Company's
            Registration Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

4.2         The Company's 2000 Stock Option Plan, dated June 29, 2000
            (incorporated by reference to Exhibit 1 to Schedule B to the
            Company's Foreign Issuer Report on Form 6-K, filed June 30, 2000.).

4.3         Employment and Option Agreement between the Company and Sam Fuda,
            dated January 2, 2000 (incorporated by reference to Exhibit 4.4 to
            the Company's Annual Report on Form 40-F, dated February 1, 2001, as
            amended, Commission File No. 000-26005).

4.4         Consulting Agreement between the Company and 275311
            Ontario, Inc., dated January 29, 1999 (incorporated by
            reference to Exhibit 3.9 to the Company's Registration
            Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

4.5         Consulting Agreement between the Company and Mast Holding
            (Bermuda) Ltd., dated March 10, 1999 (incorporated by
            reference to Exhibit 3.10 to the Company's Registration
            Statement on Form 20-F, dated January 11, 2000, as
            amended, Commission File No. 000-26005).

5           Opinion  of Chitiz  Pundit  Pathak &  Sokoloff,  regarding
            legality  of  securities   being   registered   (including
            consent).

23.1        Consent of KPMG LLP.

23.2        Consent of Chitiz Pundit Pathak & Sokoloff (included in the opinion
            filed as Exhibit 5 to this registration statement).

23.3        Consent of Business Equity Appraisal Reports, Inc.
            ("Bear").

24          Power  of  Attorney   (contained  on  the  signature  page
            hereto).

                                      -23-