United
States

Securities
and Exchange Commission

Washington,
D.C. 20549



FORM
20-F



|[  ] | REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934                                 
|---- | -----------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                    
|OR  
|     |                                                                                                                                    
|[X]  | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - For the fiscal year ended April 30, 2017
|     |                                                                                                                                    
|OR  
|     |                                                                                                                                    
|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                       
|     |                                                                                                                                    
|     | For
    the fiscal year ended: N/A                                                                                                 
|     |                                                                                                                                    
|OR  
|     |                                                                                                                                    
|[  ] | SHELL
    COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                    
|     |                                                                                                                                    
|     | Date
    of event requiring this shell company report: N/A                                                                         



Commission
File Number 0-24342



Reg
Technologies Inc.

(Exact
name of Registrant as specified in its charter)

(Translation
of Registrant’s name into English)



British
Columbia, Canada

(Jurisdiction
of incorporation or organization)



Suite
500 – 666 Burrard Street

Vancouver,
British Columbia, V6C 3P6, Canada

(Address
of principal executive offices)



Suite
500 – 666 Burrard Street, Vancouver, British Columbia V6C 3P6, Canada

Phone:
707-246-7294

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



Securities
registered or to be registered pursuant to Section 12(b) of the Act. None



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, no par value

(Title
of Class)



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:



None



Indicate
the number of outstanding shares of each of the issuer’s class of capital or common stock as of the close of the period
covered by the annual report.



|Title
    of Each Class         |  | Outstanding
    at April 30, 2017
|------------------------------- |  | ---------------------------------
|Common
    Shares, no par value |  | 4,954,715                        



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [  ] Yes
[X] No



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934. [  ] Yes [X] No



Note
– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes
[  ] No [X]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[  ]
Yes [X] No



Indicate
by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.



Large
accelerated filer [  ]   Accelerated file [  ]   Non-accelerated filer [X]



Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|[  ]
    U.S. GAAP | [X]
    International Financial Reporting Standards as issued | [  ]
    Other
|------------------ | ------------------------------------------------------------- | --------------
|                   | by
    the International Accounting Standards Board           |               



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.



Item
17. [  ] Item 18. [  ]



If
this is an annual report, indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [X] No [  ]


















BUSINESS
OF REG TECHNOLOGIES INC.



The
Company was a development stage company engaged in the business of developing and commercially exploiting an improved axial vane-type
rotary engine known as the RadMaxTM rotary technology (the “Technology”), used in the design of lightweight and
high efficiency engines, compressors and pumps.



During
September, 2016 the Company entered into an asset purchase and sale agreement with REGI U.S., Inc. (“REGI”), pursuant
to which the Company sold all of its assets, including but not limited to all Intellectual Property to REGI. The transaction solidified
a consolidated, single focused development of the RadMax Technologies by the two companies.



The
consideration resulted in one & one tenth (1.1) shares of REGI U.S., Inc. for each one (1) share of Reg Technologies, Inc.
The Company obtained shareholder approval by special resolution at a special meeting of the shareholders on November 18, 2016.
The transaction received approval from TSX Venture Exchange on February 17, 2017. The Company received a total of 51,757,119 common
shares of REGI, which together with the 2,744,700 REGI shares already owned by the Company, were distributed to the shareholders
of the Company as dividend in kind in April, 2017.



As
of the date of this report the Company does not have a business and is actively completing the reverse takeover transaction (the
“Transaction”) with Graph Blockchain Limited (“GBC”).



The
Board of Directors of the Company announced on June 29, 2018 that the Company and GBC entered into a non-binding Letter of Intent
(the “LOI”) pursuant to which the Company will acquire all of the issued and outstanding securities of GBC in a reverse
takeover transaction and the Resulting Issuer company (the “Resulting Issuer”) will continue the current business
of GBC. GBC is a private company that is incorporated under the laws of Province of Ontario. GBC has offices in Toronto, Ontario,
Silicon Valley, California, and Seoul, Korea. GBC is a Blockchain development company that provides high performance Blockchain
solutions that include graphic data analysis and consulting services, implementation of data mining analysis through the use of
graph databases and speed enhancements of Blockchain control systems for corporations and government agencies.



Pursuant
to the terms of the Transaction, each shareholder of GBC will receive one share of the Resulting Issuer for each share of GBC
held prior to completion of the Transaction.



The
Transaction was approved by the shareholders of GBC at a special meeting held on September 4, 2018 and was approved by a majority
of the shareholders of the Company by way of written resolution on October 17, 2018.



Presently
the completion of the Transaction is subject to a number of conditions, which include, but are not limited to:



| | A. | The
    Company and GBC entering into a definitive amalgamation agreement in respect of the Transaction;                                                                                   
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | B. | The
    satisfactory completion of all legal, business and technical due diligence to the satisfaction of each party; and                                                                  
| | C. | The
    receipt of all required consents and approvals, including without limitation, the approval of the Canadian Securities Exchange
    to list the Resulting Issuer shares for trading.



FINANCIAL
AND OTHER INFORMATION



In
this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).
The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar
(“US$”).



FOREIGN
PRIVATE ISSUER STATUS



We
are a Canadian corporation incorporated under the laws of the Province of British Columbia. Less than 50% of our common stock
is held by United States citizens and residents; our business is administered principally outside the United States; and currently
none of our assets is located inside the United States. As a result, we believe that we qualify as a “foreign private issuer”
for continuing to report regarding the registration of the common stock using this Form 20-F annual report format.



2







FORWARD-LOOKING
STATEMENTS



Certain
statements in this document constitute “forward-looking statements”. Some, but not all, forward-looking statements
can be identified by the use of words such as “anticipate,” “believe,” “plan,” “estimate,”
“expect,” and “intend,” statements that an action or event “may,” “might,” “could,”
“should,” or “will” be taken or occur, or other similar expressions. Although we have attempted to identify
important factors that could cause actual results to differ materially from expected results, such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements,
or other future events, to be materially different from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the following risks: the risks associated with outstanding
litigation, if any, risks associated with project development; the need for additional financing; operational risks; uncertainties
and risks related to carrying on business in foreign countries; reliance on key personnel; the potential for conflicts of interest
among certain officers, directors or promoters with certain other projects; the absence of dividends; currency fluctuations; competition;
dilution; the volatility of our common share price and volume; and tax consequences to U.S. Shareholders. All forward-looking
statements speak only as of the date on which they are made. We do not intend to update the forward-looking information to reflect
actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports
and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our
Annual Reports on Form 20-F and our Current Reports on Form 6-K.



PART
I



ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS



This
Form 20-F is being filed as an annual report under the Securities Exchange Act of 1934 (“Exchange Act”), and
accordingly, the information called for in Item 1 is not required. Please see “Item 6 – Directors, Senior Management
and Employees – Directors and Senior Management”.



ITEM
2. OFFER STATISTICS AND EXPECTED TIMETABLE



This
Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 2 is
not required.



ITEM
3. KEY INFORMATION



A.
SELECTED FINANCIAL DATA





The
summary consolidated financial information set forth below should be read in conjunction with, and is qualified in its entirety
by reference to, our consolidated financial statements, as of and for the years ended April 30, 2017 and 2016, together with the
notes thereto, which appear elsewhere in this annual report. The consolidated financial statements as of and for the years ended
April 30, 2017 and April 30, 2016 were audited by MaloneBailey, LLP, and A Chan & Company LLP, respectively. The consolidated
financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”).



Effective
October 22, 2018, the Company completed a consolidation of its common shares (the “Share Consolidation”) on
the basis of one post-consolidation share for every 10 pre-consolidation common shares. As a result of the Share Consolidation,
the 49,547,092 common shares issued and outstanding were consolidated to 4,954,715 common shares. All information in this
report is presented on a post-share consolidation basis, unless otherwise specified.



The
information in the following table is derived from our financial statements and is expressed in Canadian dollars. Since June 1,
1970, the Government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared
to the United States dollar. At April 30, 2017, US$1.00 was equal to approximately C$1.3645.



3







The
following represents our selected financial data for each of the past five fiscal years, ending on April 30. The data presented
is prepared in accordance with IFRS for 2013, 2014, 2015, 2016 and 2017, presented on a post share consolidation basis.



Fiscal
Years Ended April 30





|                                              |  | 2017 |            |   | 2016 |  |            | 2015 |  |  | 2014       |   |  | 2013 |           
|--------------------------------------------- |  | ---- | ---------- | - | ---- |  | ---------- | ---- |  |  | ---------- | - |  | ---- | ----------
|                                              |  | $    |            |   | $    |  |            | $    |  |  | $          |   |  | $    |           
|Accounting
    Standards                      |  |      | IFRS       |   |      |  | IFRS       |      |  |  | IFRS       |   |  |      | IFRS      
|Revenue                                       |  |      | -          |   |      |  | -          |      |  |  | -          |   |  |      | -         
|Loss
    from continuing operations           |  |      | (105,762   | ) |      |  | (1,646,708 | )    |  |  | (994,230   | ) |  |      | (297,653  
|Net
    loss                                  |  |      | (105,762   | ) |      |  | (1,646,708 | )    |  |  | (994,230   | ) |  |      | (297,653  
|Loss
    from continuing operations per share |  |      | (0.02      | ) |      |  | (0.33      | )    |  |  | (0.20      | ) |  |      | (0.08     
|Current
    assets                            |  |      | 4,010      |   |      |  | 3,149      |      |  |  | 1,524,511  |   |  |      | 2,407,093 
|Total
    assets                              |  |      | 4,010      |   |      |  | 3,149      |      |  |  | 1,524,511  |   |  |      | 2,659,180 
|Working
    Capital                           |  |      | (178,839   | ) |      |  | (264,952   | )    |  |  | 1,381,756  |   |  |      | 2,097,116 
|Capital
    stock                             |  |      | 13,636,565 |   |      |  | 13,636,565 |      |  |  | 13,636,565 |   |  |      | 13,636,565
|                                              |  |      |            |   |      |  |            |      |  |  |            |   |  |      |           
|Weighted
    average number of shares         |  |      | 4,937,256  |   |      |  | 4,932,967  |      |  |  | 4,932,973  |   |  |      | 3,713,412 





Reference
is made to “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects”
for a description of the initiation and progression of our activities since incorporation.



Currencies
and Exchange Rates:



Unless
otherwise indicated, all monetary references herein are denominated in Canadian Dollars. References to “$” or “Dollars”
are to Canadian Dollars and references to “US$” or “U.S. Dollars” are to United States Dollars.



The
following tables set forth, for the periods indicated, the exchange rates based on the daily bid rates quoted on OANDA. Such rates
are the number of Canadian dollars per one (1) U.S. Dollar.



|                                                          |  | 2017 $ |        |  | 2016 $ |  |        | 2015 $ |  |  | 2014 $ |  |  | 2013 $ |       
|--------------------------------------------------------- |  | ------ | ------ |  | ------ |  | ------ | ------ |  |  | ------ |  |  | ------ | ------
|Average Annual Exchange
    Rate for year ended April 30: |  |        | 1.3177 |  |        |  | 1.3153 |        |  |  | 1.1491 |  |  |        | 1.0597



On
April 30, 2017, the exchange rate was CAD$1.3645 for US$1.00. As of October 23, 2018, the exchange rate was CAD$1.3098 for US$1.00.



B.
CAPITALIZATION AND INDEBTEDNESS



This
Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in this Item
3.B is not required.





C.
REASON FOR THE OFFER AND USE OF PROCEEDS



This
Form 20-F is being filed as an annual report under the Exchange Act, and accordingly, the information called for in Item 3.C is
not required.



4







D.
RISK FACTORS



The
occurrence of any of the following risks could hurt our business, financial condition or results of operations. In such case,
the trading price of our shares could decline and you could lose all or part of your investment. You should carefully consider
the following risks and the other information in this Report and our other filings with the SEC before you decide to invest in
us or to maintain or increase your investment. The risks and uncertainties described below are not the only ones facing us. Additional
risks and uncertainties not now known to us or that we think are immaterial may also adversely impact and impair our business.
If any of the following risks actually occur, our business, results of operations, or financial condition would likely suffer.
In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.



RISK
FACTORS RELATED TO OUR BUSINESS AND OPERATIONS



We
currently do not have a business.



We
were a development stage enterprise and currently do not have a business. We have been subject to all of the attendant business
risks associated with an enterprise of this business stage, including constraints on financial and personnel resources, lack of
established credit facilities, and uncertainties regarding future revenues. We will continue to be subject to all the risks attendant
to a development stage enterprise for the foreseeable future, including the need for additional capital.



We
have reported losses in each year since its inception. At April 30, 2017, we had an accumulated deficit of $25,820,825. Our operation
has been funded with the sale of our Common Stock in the absence of revenues. We anticipate that the operation to continue to
incur substantial additional operating losses for at least the next 12 months and expects cumulative losses to increases.



We
have received no revenues since inception. See “Operating and Financial Review and Prospects,” and Notes to Financial
Statements.



We
have no assurance that we will be able to acquire a financially viable business.



We
have no assurance that we will be able to acquire a financially viable business. The completion of our Transaction with GBC is
subject to a number of conditions, which include but not limited to the following:



| | (i)   | Reg
    Tech and GBC entering into a definitive amalgamation agreement in respect of the Transaction;                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | The
    satisfactory completion of all legal, business and technical due diligence to the satisfaction of each party; and                                                                  
| | (iii) | The
    receipt of all required consents and approvals, including without limitation, the approval of the Canadian Securities Exchange
    to list the Resulting Issuer shares for trading.



We
will require additional financing and we may not be able to secure the financing necessary to continue our operations.



There
is no assurance that we will be able to secure the financing necessary to complete our Transaction with GBC or to continue our
operations. We have no credit facility or other committed sources of capital. To the extent capital resources are insufficient
to meet future capital requirements, we will have to raise additional funds to continue our development and operations. There
can be no assurance that such funds will be available on favorable terms, or at all. To the extent that additional capital is
raised through the sale of equity or convertible debt securities, the issuance of such securities could result in dilution to
our shareholders. If adequate funds are not available, we may be required to curtail operations significantly or to obtain funds
on unattractive terms. Our inability to raise capital would have a material adverse effect on us.



5







We
expect to incur losses for the foreseeable future.



We
expect to incur losses for the foreseeable future and cannot be certain if or when we will achieve profitability. Failure to become
and remain profitable will adversely affect the value of our common shares and our ability to raise capital and continue operations.



Our
auditors have indicated that our losses raise substantial doubt about our ability to continue a going concern.



The
report of our independent auditors with respect to our financial statements included in this Form 20-F includes a “going
concern” qualification, indicating that our losses and deficits in working capital and shareholders’ equity raise
substantial doubt about our ability to continue as a going concern. See “Operating and Financial Review and Prospects”
and Notes to Financial Statements.



We
are dependent upon certain members of our staff, the loss of which could adversely affect our business.



We
are dependent on certain members of our management and consultants, the loss of services of one or more of whom could adversely
affect our business. The loss of any of these key individuals could hamper the successful acquisition of profitably business.
We do not have “key man” life insurance on such officers and currently have no plans to obtain such insurance.



Certain
of our directors and officers are also directors and/or officers and/or shareholders of our potential competitors, giving rise
to potential conflicts of interest.



Paul
Chute, a current director and the CEO and CFO of the Company is also a director and the CFO of REGI U.S., Inc. Some of our directors
may be engaged in the search for additional business and financing opportunities on behalf of other corporations, and situations
may arise where these directors will be in direct competition with our company. Such associations may give rise to conflicts of
interest from time to time. Such a conflict poses the risk that we may enter into a transaction on terms which could place us
in a worse position than if no conflict existed. Conflicts, if any, will be dealt with in accordance with the relevant provisions
of the British Columbia Business Corporations Act. The Board has resolved that any transaction involving a related party
to our Company is required to be reviewed and approved by our Audit Committee. Our directors are required by law to act honestly
and in good faith with a view to our best interests and to disclose any interest which they many have in any project or opportunity
in respect of which we are proposing to enter into a transaction.



As
a“foreign private issuer”, we are exempt from the Section 14 proxy rules and Section 16 of the Securities
Act, which may result in shareholders having less complete and timely data.



The
submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders
having less complete and timely data. The exemption from Section 16 rules regarding sales of common shares by insiders may result
in shareholders having less data.



We
are dependent upon consultants.



Since
our present plans do not provide for internal personnel, we will be primarily dependent on others to perform corporate functions
and to provide the requisite expertise. There is no assurance that such persons or institutions will be available when needed
at affordable prices. It will likely cost more to engage independent companies.



UNCERTAINTIES
AND RISKS RELATING TO COMMON SHARES



There
is no market for our common shares.



Upon
completion of asset sales to REGI U.S., Inc. in February, 2017, we voluntarily delisted our common shares from the OTC.BB and
the TSX Venture Exchange. Our common shares are currently not listed on any stock exchange, and there is a risk that the Transaction
with GBC will not be completed and our common shares will not be approved to be listed on the Canadian Securities Exchange.



6







The
market price for our common shares has been and we anticipate will continue to be volatile and subject to significant price and
volume fluctuations in response to a variety of external and internal factors. Examples of external factors, which can generally
be described as factors that are unrelated to the operating performance or financial condition of any particular company, include
changes in interest rates and worldwide economic and market conditions, as well as changes in industry conditions, such as regulatory
rules, and announcements of technology innovations or new products by other companies. Examples of internal factors, which can
generally be described as factors that are directly related to our consolidated financial condition or results of operations,
would include release of reports by securities analysts and announcements we may make from time-to-time relative to our operating
performance, and other business developments.



Because
we have a limited operating history and no profits to date, the market price for the common shares is more volatile than that
of a seasoned issuer. Changes in the market price of the common shares, for example, may have no connection with our operating
results or prospects. No predictions or projections can be made as to what the prevailing market price for the common shares will
be at any time, or as to what effect, if any, that the sale of shares or the availability of common shares for sale at any time
will have on the prevailing market price.



You
should not expect to receive dividends.



We
have sold all our assets and have not generated revenue since inception. We intend to retain future earnings to finance our business
and operations and any future growth. Therefore, we do not anticipate paying any cash dividends in the foreseeable future.



We
may be affected by other factors which may have an adverse effect on our business.



Our
areas of business may be affected from time to time by such matters as changes in general economic conditions, changes in laws
and regulations, taxes, tax laws, prices and costs, and other factors of a general nature which may have an adverse effect on
our business.



ITEM
4. INFORMATION ON THE COMPANY



A.
HISTORY AND DEVELOPMENT OF THE COMPANY



We
were incorporated in British Columbia on October 6, 1982 as Reg Resources Corp. under a perpetual charter pursuant to the British
Columbia Business Corporations Act.



On
February 23, 1993, we changed our name to Reg Technologies Inc. in order to better reflect our main area of business development.



Our
authorized capital consists of unlimited common shares without par value, unlimited preferred shares with a par value of $1.00
per share and unlimited Class “A” non-voting shares without par value.



As
of April 30, 2017, 4,954,715common shares were issued and
outstanding.



Effective
October 22, 2018, the Company completed a consolidation of its common shares (the “Share Consolidation”) on
the basis of one post-consolidation share for every 10 pre-consolidation common shares. As a result of the Share Consolidation,
the 49,547,092 issued and outstanding common shares were consolidated to 4,954,715 common shares.



There
are no Preferred or Class “A” shares issued or outstanding. They are not subject to any future call or assessment
and they all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the shares
and they all rank equally, as to all benefits that might accrue to the holder thereof.



Our
head office is located at Suite 500 – 666 Burrard Street, Vancouver, British Columbia V6C 3P6, Canada.



We
were initially involved in the mineral development and oil and gas business. The mineral development business produced no revenue
from operations and the oil and gas business produced limited revenues.



7







From
October, 1986 to February, 2017 the Company was a development stage company engaged in the business of developing and commercially
exploiting an improved axial vane-type rotary engine known as the RadMaxTM rotary technology (the “Technology”),
used in the design of lightweight and high efficiency engines, compressors and pumps. The Technology generated no revenue from
operations.



During
September, 2016 the Company entered into an asset purchase and sale agreement with REGI U.S., Inc., pursuant to which the Company
sold all of its assets, including the intellectual property related to the Technology to REGI U.S., Inc. The transaction solidified
a consolidated, single focused development of the RadMax Technologies by the two companies.



The
consideration resulted in one & one tenth (1.1) shares of REGI U.S., Inc. for each one (1) share of Reg Technologies, Inc.
The Company obtained shareholder approval by special resolution at a special meeting of the shareholders on November 18, 2016.
The transaction received approval from TSX Venture Exchange on February 17, 2017. The Company received a total of 51,757,119 common
shares of REGI, which together with the 2,744,700 REGI shares previously owned by the Company, were distributed to the shareholders
of the Company as dividend in kind in April, 2017.



As
of the date of this report the Company does not have a business and is actively working on completing the Transaction with GBC.



B.
BUSINESS OVERVIEW



Nature
of Our Operations



Recent
Development



The
Company is currently focusing on completing the Transaction with GBC, subsequent to which the Resulting Issuer will continue with
the current business of GBC.



C.
ORGANIZATIONAL STRUCTURE



As
of April 30, 2017, we had no subsidiary.



On
October 10, 2018 we incorporated 2659468 Ontario Inc., our wholly owned subsidiary under the laws of Province of Ontario for the
purpose of completing our Transaction with GBC.



D.
PROPERTY, PLANTS AND EQUIPMENT





We do not own or lease any real
property.



8







Anticipated
Changes to Facilities/Employees



We
have no employees or facilities, and do not anticipate there will be changes to employees and facilities prior to acquisition
of business.



ITEM
4A. UNRESOLVED STAFF COMMENTS



This
section is not applicable as we are not an accelerated filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange
Act, or a well-known seasoned issuer as defined in Rule 405 of the Securities Act.



ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS



The
following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto included
elsewhere herein. The audited consolidated financial statements have been prepared in accordance with IFRS for fiscal 2016 and
2017.



Overview



We
were a development stage company engaged in the business of developing and commercially exploiting an improved axial vane type
rotary engine known as the Rand Cam Engine. Planned principal activities did not produce revenue. We currently have no business
after our sale of assets to REGI U.S., Inc. in February, 2017.



We
accumulated losses from inception to April 30, 2017 totaling $25,820,825 and further losses are expected until we acquire a profitable
business. These factors raise substantial doubt about our ability to continue as a going concern.



Our
ability to emerge from continuing losses is dependent upon our successful equity financing and acquisition of a profitable business.



9









A.
OPERATING RESULTS



Results
of Operations



Fiscal
year ended April 30, 2017 compared to fiscal year ended April 30, 2016



We
incurred a net loss of $105,762 during the year ended April 30, 2017, compared to a net loss of $1,646,708 during the year ended
April 30, 2016. The significant difference was due to loss on write-off of receivable from REGI of $1,456,985 recorded during
2016 as the management did not have reasonable expectations for collecting the amount. In 2016 the Company also recorded interest
income of $304 and gain on debt settlement of $6,586.



Total
general and administration expenses decreased from $196,613 in 2016 to $105,762 in 2017. During the year ended April 30, 2017
the Company was reorganizing and selling its rights to the Technology, resulting in research and development expenses’ reduction
from $53,983 in 2016 to $Nil in 2017. The Company was completely inactive for part of 2016, therefore management fees were incurred
for only part of the year at $42,959, which was increased to $50,000 in 2017 as the Company actively worked on reorganizing its
business. During 2017 the Company’s management streamlined the operations with no supporting staff, therefore office expenses
decreased from $26,061 to $3,155, rent and utility decreased from $13,950 to $Nil, and wages and benefits decreased from $19,007
to $Nil. Professional fees increased from $28,159 in 2016 to $41,812 in 2017 and travel expenses increased from $Nil in 2016 to
$3,097 in 2017 as the Company engaged accounting, legal and other consulting services for reorganization and meeting the related
regulatory requirements. In 2017, the Company did not engage shareholder communication or shareholder relation services, as the
Company sold its assets and voluntarily delisted from the TSX.V. In 2016 the Company incurred $21,276 on shareholder communication
related services. In 2016 the Company incurred more filing fees than in 2017 when the Company voluntarily delisted from both TSX.V
and OTC, thus transfer agent and filing fees decreased from $15,907 in 2016 to $8,823 in 2017. During the year ended April 30,
2017 the Company recorded foreign exchange gain of $1,125, a decrease from $24,689 in 2016.



Fiscal
year ended April 30, 2016 compared to fiscal year ended April 30, 2015



For
the year ended April 30, 2016, we recorded a net and comprehensive loss of $1,646,708 or $0.03 per share, as compared to a net
and comprehensive loss of $994,230 or $0.02 per share for the year ended April 30, 2015.



The
significant increase in net loss was due to the write-off of receivable from REGI of $1,456,985 as the management does not have
reasonable expectations for the recovery of this amount.



We
have generated no revenue from our operations. We have incurred operating expenses and operating loss of $196,613 for the year
ended April 30, 2016 (2015 - $275,016).



| | – | Shareholder communication
    expenses increased from $17,442 in 2015 to $21,276 in 2016, as in 2016 we held our annual shareholder meeting and incurred
    related expenses;                                                                                                                                                                                            
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | – | Office expenses
    decreased from $46,904 in 2015 to $26,061 in 2016, office rent and utility expense decreased from $15,034 in 2015 to $13,950
    in 2016, wages and benefits decreased from $34,343 in 2015 to $19,007 in 2016, and management fees decreased from $72,315
    in 2015 to $42,959 in 2016, as in 2016 we did not record such fees in the last quarter.
| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | – | Professional fees
    decreased from $34,238 in 2015 to $28,159 in 2016, because we were less active in 2016.                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | – | Travel and promotion
    expense significantly decreased from $909 in 2015 to $Nil in 2016 as in 2015 we were less active;                                                                                                                                                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | – | Transfer agent and
    filing fees decreased from $32,634 in 2015 to $15,907 in 2016 as a result of decrease in related activities in 2016;                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | – | Research and development
    expenses decreased from $58,402 in 2015 to $53,983 in 2016 as required by our research work on our technology;                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | – | We recorded stock-based
    compensation of $26,783 in 2015 for 25% of the 1,175,000 options granted and vested. We didn’t record any stock-based
    compensation in 2016.                                                                                                                                                                                               



In
2015 we recorded loss of $77,119 for equity pick up of our 26.10% equity interest in Minewest. In 2016 no such loss was recorded.



10









In
2016 we recorded gain on debt settlement of $6,586. We did not have such debt settlement or gain or loss from such settlement
in 2015.



In
2015 we recorded impairment of $174,968 of our equity investment in Minewest and wrote off the value of Minewest shares of $471,200
we have held for the Company’s shareholders, as a result of uncertainty of Minewest’s future after its cease trade
since January 8, 2014. In 2016 we did no record such impairment or write-off.



B.
LIQUIDITY AND CAPITAL RESOURCES



Liquidity



As
of April 30, 2017, we had no cash compared to $54 at April 30, 2016, and a working capital deficit of $178,839, compared to working
capital deficit of $264,952 recorded at April 30, 2016.



During
the year ended April 30, 2017 the Company funded its operation with increased accounts payable and accrued liabilities of $51,424
and increased due to related parties of $55,199.



Capital
Resources



We
currently have no business and are completing our reverse takeover transaction with GBC.



Prior
to a business acquisition we have no funding commitments or arrangements for additional financing at this time and there is no
assurance that we will be able to obtain any additional financing on terms acceptable to us, if at all. Any additional funds raised
will be used for general and administrative expenses. The quantity of funds to be raised and the terms of any equity financing
that may be undertaken will be negotiated by management as opportunities to raise funds arise.



Since
our incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors and by
borrowing from related parties. We expect to finance operations through the sale of equity in the foreseeable future as we do
not currently generate any revenues from business operations. To a significant extent, our ability to raise capital is affected
by trends and uncertainties beyond our control.



Our
objectives when managing capital are to safeguard our ability to continue as a going concern in order to acquire a profitable
business and to maintain a flexible capital structure for our projects for the benefit of our stakeholders.





Plan of Operations



The following contains forward-looking
statements relating to revenues, expenditures and sufficiency of capital resources. Actual results may differ from those projected
in the forward-looking statements for a number of reasons, including those described in this Form 20-F Annual Report. We do not
intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking
information.



Source of Funds for Fiscal 2016 and
2017



Our primary source of funds since incorporation
has been through the issuance of equity securities.



We have been successful in the past in
acquiring capital through the issuance of common shares and through advances from related parties and accrued and unpaid serviced
by related and non-related parties. Although we intend to continue utilizing these sources, there has been no assurance that these
sources and methods would continue to be available in the future.



The audited consolidated financial statements
have been prepared assuming that we will continue as a going-concern. As discussed in Note 1 to the audited consolidated financial
statements, we have no revenues, working capital deficiency and accumulated loss of $25,820,825, which together raise substantial
doubt about our ability to continue as a going-concern. The audited consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



In the event that no other sources of capital
are available to us in the future on a reasonable basis, we would face the same obstacles as many small, undercapitalized companies
do, and, in the worst case, we could be forced to reorganize or liquidate, either of which consequence would likely have an adverse
financial effect upon our shareholders.



Use of Funds for Fiscal 2018



We incurred operating expenses of $69,955
for the year ended April 30, 2018 which was financed with advances from a related party and increases in accounts payable and
accrued liabilities.



We expect to incur approximately $200,000
in relation to the completion of the Transaction with GBC for the year ended April 30, 2019, to be financed with advances from
a related party, loans from GBC and accrued services by non-related parties.



C.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.



Effective
February 17, 2017 we sold all our assets including any and all rights to our Technology to REGI U.S., Inc, after which we have
not carried out research and development activities.



D.
TREND INFORMATION



See
“Item 4. - Information on the Company - Part B., Business Overview”



E.
OFF-BALANCE SHEET ARRANGEMENTS



There
were no off-balance sheet arrangements during the year ended April 30, 2017 or subsequent to it.



11









F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The
following table provides information as of the latest fiscal year end balance sheet date with respect to our known contractual
obligations specified below. We expect to fund these obligations from operating income and equity financing:



|Contractual
    Obligations                                                        |  | Total |  | Less
    than 1 year |  | 1-3
    years |  | 3-5
    years |  | More
    than 5 years
|---------------------------------------------------------------------------------- |  | ----- |  | -------------------- |  | ------------- |  | ------------- |  | ---------------------
|Long-term
    debt obligations                                                     |  | Nil   |  | Nil                  |  | Nil           |  | Nil           |  | Nil                  
|Capital
    (Finance) Lease obligations                                            |  | Nil   |  | Nil                  |  | Nil           |  | Nil           |  | Nil                  
|Operating
    lease obligations                                                    |  | Nil   |  | Nil                  |  | Nil           |  | Nil           |  | Nil                  
|Purchase
    Obligations                                                           |  | Nil   |  | Nil                  |  | Nil           |  | Nil           |  | Nil                  
|Other
    Long-term liabilities reflected on the balance sheet under Canadian GAAP |  | Nil   |  | Nil                  |  | Nil           |  | Nil           |  | Nil                  
|Total                                                                              |  | Nil   |  | Nil                  |  | Nil           |  | Nil           |  | Nil                  



G.
SAFE HARBOR



All
statements, other than statements of historical facts, included in this annual report that address activities, events or developments
which we expect or anticipate will or may occur in the future are forward-looking statements. The words “believe”,
“intend”, “expect”, “anticipate”, “project”, “estimate”, “predict”
and similar expressions are also intended to identify forward-looking statements.



Our
estimated or anticipated future results or other non-historical facts are forward-looking and reflect our current perspective
of existing trends and information. The statements involve risks and uncertainties that cannot be predicted or quantified, and
consequently actual results may differ materially from those expressed or implied by such forward-looking statements. Such factors
include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project
development; the need for additional financing; operational risks associated with developing and testing an engine; reliance on
key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects;
the absence of dividends; currency fluctuations; competition; dilution; the volatility of our common share price and volume; and
tax consequences to U.S. Shareholders, and other risks and uncertainties detailed in this report and from time to time in our
other SEC filings.



Consequently,
all of the forward-looking statements made in this annual report are qualified by these cautionary statements. We cannot assure
you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will
have the expected effect on us or our business or operations.



Forward-looking
statements are subject to a variety of risks and uncertainties in addition to the risks referred to in “Risk Factors”
under Item 3.D above.



ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.
DIRECTORS AND SENIOR MANAGEMENT



As
of the date of this report, our Board of Directors consisted of three directors, two of whom are independent non-executive directors.
All members of the Board of Directors are members of the Audit Committee. The following table provides certain information about
the members of our Board of Directors.



|Name                  |  | Position
    with Registrant |  |  | Office
    Held Since  | 
|--------------------- |  | ---------------------------- |  |  | ---------------------- | 
|Paul
    Chute        |  | Director,
    CEO and CFO    |  |  | July,
    2016         | 
|Susanne
    Robertson |  | Director                     |  |  | September
    17, 2018 | 
|Dr.
    James Slinger |  | Director                     |  |  | September
    17, 2018 | 



The
present and principal occupations of our directors and executive officers and their business experience, function and area of
experience for the Past Five Years are as follows.



12









Paul
Chute



Mr.
Chute has extensive experience in making development stage companies successful, having served as CFO, CEO and a Director of both
private and public companies. In July 2016, Mr. Chute joined Reg Technologies Inc. and REGI U.S., Inc. out of retirement when
both companies faced significant challenges and the pressing need for new leadership. Mr. Chute led the restructuring of both
companies against various challenges and successfully consolidated the two companies’ shared interest in the patented RadMax
Technology, for which he attracted and retained a team of capable and dedicated engineers, consultants, advisors and technical
staff that accomplished significant advancement within two years.



Mr.
Chute has his Bachelor of Science degree in accounting and his MBA degree. Mr. Chute also holds advanced certifications as a Diplomat
in the American College of Healthcare Executives and a Fellow of the Healthcare Financial Management Association.



Ms.
Susanne Robertson



Ms.
Robertson was a director of REGI U.S., Inc. from January, 2017 to July 20, 2018, the chief financial officer of REGI U.S., Inc.
from November, 2014 to July 2016, and a director of the Company from 1984 to November, 2016. Ms. Robertson was an advisor on the
restructuring of REGI U.S. Inc. and the Company.



The
directors have served in their respective capacities since their election and/or appointment and will serve until the earlier
of the completion of the Transaction with GBC and the next annual meeting of shareholders or until a successor is duly elected.



Dr.
James Slinger



Dr.
Slinger is Professor Emeritus of Philosophy at California State University, Fresno. He served as department chair and is a member
of the American Philosophical Association. He has taught a wide range of courses, including critical thinking, logic, conceptual
analysis, and philosophy of science. Dr. Slinger was a director and the Vice President of Communication & Investor Relations
of REGI U.S., Inc. until April 30, 2018.



The
Board of Directors appoints senior management who serves at the discretion of the Board of Directors.







13







Involvement
in certain legal proceedings



Our
directors, executive officers and control persons have not been involved in any of the following events during the past ten years:



|(1) | filed
    a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer
    appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at
    or within two years before the time of such filing, or any corporation or business association of which he was an executive
    officer within two years before the time of such filing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | was
    convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other
    minor offenses);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3) | was
    the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
    permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission
    merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,
    associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as
    an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection
    with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the
    purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal
    commodity laws;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | was
    the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority
    barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described
    above under this Item, or to be associated with persons engaged in any such activity;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5) | was
    found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated
    any federal or state securities law and the judgment in subsequently reversed, suspended or vacate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(6) | was
    found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
    any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
    has not been subsequently reversed, suspended or vacated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



|(7) | was
    the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
    reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law
    or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited
    to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
    cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or
    fraud in connection with any business entity;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(8) | was
    the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
    organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined
    in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
    organization that has disciplinary authority over its members or persons associated with a member.                                                                                                                                                                                                                       



There
is no family relationship between directors or officers. Please refer to Item 7.B. – Related Party Transactions.



There
are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred
to above was selected as a director or member of senior management.



B.
COMPENSATION



Named
Executive Officers’ (“NEO” s’) Compensation



During
the financial year ended April 30, 2017, we had one NEO being Paul Chute, CEO and CFO.



“Named
Executive Officer” or “NEO” means: (a) each CEO, (b) each CFO, (c) each of the three most highly
compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the
CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000;
and (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer
of a company, nor acting in a similar capacity, at the end of that financial year.





14







Compensation
Objectives and Principles



The
primary goal of our executive compensation program is to attract and retain the key executives necessary for our long-term success,
and to encourage executives to further our development and our operations. The key elements of our executive compensation program
are: (i) base salary; and (ii) incentive stock options. Our directors are of the view that all elements of the total program should
be considered, rather than any single element.



Compensation
Discussion and Analysis



Our
executive officers make recommendations to the Board regarding compensation policies and the compensation of senior officers.
We do not have a Compensation Committee. The compensation of the senior executives comprises two components; namely, a base salary
or consulting fees and the grant of stock options pursuant to our stock option plan. These forms of compensation are chosen to
attract, retain and motivate the performance of selected directors, officers, employees or consultants of high caliber and potential.
Each senior executive is employed for his or her skills to perform specific tasks and the base salary and number of options is
fixed accordingly.



Senior
executives generally enter into an employment agreement, with standard clauses covering salaries and termination and change of
control provisions. The highlights of the employment agreements for the NEOs are outlined below under the section entitled “Management
Contracts” and Narrative Discussionunder the Summary Compensation Table.



Option-based
Awards



The
grant of option-based awards to the senior executives is determined by the recommendation of executive officers to the Board pursuant
to the terms of our stock option plan. Previous grants of option-based awards are taken into account when considering new grants.
The options are always granted at market price.



Benefits
and Perquisites



Our
NEOs do not receive any benefits or perquisites other than as disclosed herein.



Summary
Compensation Table



The
following table provides a summary of the compensation earned by, paid to, or accrued and payable to, each NEO during the fiscal
years ended April, 2017, 2016 and 2015. Amounts reported in the table below are in Canadian dollars, the currency that we use
in our financial statements.





|                       |  |              |  |        |  |                            |  |                      |  | Non-equity
    Incentive Plan Compensation |  |         |  |              
|---------------------- |  | ------------ |  | ------ |  | -------------------------- |  | -------------------- |  | ------------------------------------------ |  | ------- |  | -------------
|                       |  | Year         |  |        |  | Share-based   Option-based |  | Annual
    Incentive |  | Long-termIncentive                         |  | Pension |  | All
    Other
|Name
    and           |  | Ended        |  | Salary |  | Awards                     |  | Awards               |  | Plans                                      |  | Plans   |  | Value        
|Principal
    Position |  | April
    30 |  | ($)    |  | ($)                        |  | ($)                  |  | ($)                                        |  | ($)     |  | ($)          
|Paul
    Chute,        |  | 2017         |  | 50,000 |  | Nil                        |  | Nil                  |  | Nil                                        |  | Nil     |  | Nil          
|CEO
    and CFO (1)(2) |  | 2016         |  | NA     |  | NA                         |  | NA                   |  | NA                                         |  | NA      |  | NA           
|                       |  | 2015         |  | NA     |  | NA                         |  | NA                   |  | NA                                         |  | NA      |  | NA           
|John
    G Robertson,  |  | 2017         |  | Nil    |  | Nil                        |  | Nil                  |  | Nil                                        |  | Nil     |  | Nil          
|CEO
    (3)(4)         |  | 2016         |  | 22,500 |  | Nil                        |  | Nil                  |  | Nil                                        |  | Nil     |  | Nil          
|                       |  | 2015         |  | 30,000 |  | Nil                        |  | Nil                  |  | Nil                                        |  | Nil     |  | Nil          
|James                  |  | 2017         |  | NA     |  | NA                         |  | NA                   |  | NA                                         |  | NA      |  | NA           
|Vandeberg,             |  | 2016         |  | Nil    |  | Nil                        |  | Nil                  |  | Nil                                        |  | Nil     |  | Nil          
|CFO
    (5)            |  | 2015         |  | Nil    |  | Nil                        |  | Nil                  |  | Nil                                        |  | Nil     |  | Nil          





15









Notes:



| | (1) | Paul
    Chute was appointed as director, CEO and CFO of the Company in July, 2016.                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Management
    fees were accrued and not paid to Paul Chute as at the date of this report.                                                   
| | (3) | John
    Robertson resigned as the Company’s CEO in July, 2016, and was a director of the Company until he passed away in November,
    2016.
| | (4) | John
    Robertson received director fees in addition to his management fees in 2015 and 2016.                                               
| | (5) | James
    Vandeberg resigned as the CFO in July, 2016.                                                                                       



Employment
Contracts and Termination of Employment



There
are no employment agreements or other compensating plans or arrangements with regard to any of the NEOs which provide for specific
compensation in the event of resignation, retirement, other termination of employment or from a change of control of our company
or from a change in an NEO’s responsibilities following a change in control.



Incentive
Plan Awards



Outstanding
Option-Based Awards and Share-Based Awards



No
stock-based or stock option-based awards were granted to the NEOs during the years ended April 30, 2015, 2016 and 2017; no stock
options granted to the NEO’s were outstanding at April 30, 2017 or the date of this report.



Pension
Plan Benefits and Deferred Compensation Plans



We
do not offer any pension plan benefits or deferred compensation plans for our NEOs or employees.



Termination
of Employment or Change of Control



We
have no plans or arrangements with respect to remuneration received or that may be received by the NEOs as at April 30, 2017 or
the date of this report in view of compensating such officers in the event of termination of employment (as a result of resignation,
retirement, change of control, etc.) or a change in responsibilities following a change of control.



Director
Compensation



For
our fiscal year ended April 30, 2017:



| | 1. | no
    compensation of any kind was accrued, owing or paid to any of our directors other than John Robertson (see NEOs’ Compensation
    above) for acting in their capacity as such;                                              
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                    
| | 2. | no
    arrangements of any kind existed with respect to the payment of compensation of any kind to any of our directors other than
    John Robertson for acting in their capacity as such;                                        
| |    |                                                                                                                                                                                                                                    
| | 3. | excluding
    our NEOs, no compensation of any kind was accrued, owing or paid to any of the directors for services rendered to us as consultants
    or experts;                                                                  
| |    |                                                                                                                                                                                                                                    
| | 4. | excluding
    our NEOs, no arrangements of any kind existed with respect to the payment of compensation of any kind to any of our directors
    for services rendered, or proposed to be rendered, to us as consultants or experts.



Outstanding
Share-Based Awards and Option-Based Awards



There
was no stock option-based award granted to the directors that was outstanding at April 30, 2017 or the date of this report.





16







Incentive
Plan Awards – Value Vested or Earned During the Year



There
was no value vested or earned by our non-executive directors during the financial year ended April 30, 2015, 2016 and 2017.



Indebtedness
of Directors and Officers



None
of our directors and senior officers, proposed nominees for election or associates of such persons is or has been indebted to
us, at any time since May 1, 2016.



C.
BOARD PRACTICES



Under
section 224 of the Business Corporations Act,S.B.C. 2002, c. 57, the directors of a company must, at their first meeting
on or after each annual reference date, elect an audit committee, to hold office until the next annual reference date. The audit
committee must be composed of at least three directors, and a majority of the members of the committee must not be officers or
employees of the company or of an affiliate of the company. The members must elect a chair from among their number and determine
their own procedures. The auditor of a company must be given reasonable notice of, and has the right to appear before and to be
heard at each meeting of the company’s audit committee and must appear before the audit committee when request to do so
by the committee and after being given reasonable notice to do so.



The
directors are elected by the shareholders to hold office for a term of one year or until re-elected at the next annual general
meeting. The Company has no service contract with any of the directors providing for benefits upon termination of their term
as directors.





Audit
Committee



As
of the date of this report, the members of our Audit Committee are Dr. James Slinger, Susanne Robertson and Paul Chute.



The
Audit Committee must review our annual financial statements before they are approved by our Board of Directors. Our Board of Directors
must review, and if considered appropriate, approve our annual financial statements before presentation to our shareholders.



D.
EMPLOYEES





During the years ended April 30, 2015,
2016 and 2017 and as of the date of this report, we did not have any employees. Our legal, accounting and administrative
functions are, and have been during the last three fiscal years, contracted out to consultants who work closely with our management.



We
have no employees or officers that belong to any labor unions. We have not been subject to any strikes or other labor disturbances
that have interfered with our operations.



E.
SHARE OWNERSHIP





As at April 30, 2017 and the date of this
report we have no stock option outstanding. See Note 6 in the audited financial statements for the Company’s stock option
plan in Item 18 of this report.



The
following table sets forth the ownership of our common shares by our directors as at the date of this report:



|Name of Shareholder       |  |  | No
    of Common Shares Owned (1) (2) |  |  |  | Percentage
    of Outstanding Common Shares (1)(2) |  
|------------------------- |  |  | ------------------------------------- |  |  |  | -------------------------------------------------- | -
|Susanne
    Robertson (3) |  |  | 1,110,158                             |  |  |  | 22.41                                              | %



| | (1) | The
    information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the Company,
    has been obtained by the Company from publicly disclosed information and/or furnished by the Shareholder listed above.                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | On
    a non-diluted and post-consolidation basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (3) | Consisting
    of 63,997 Common Shares held directly by Ms. Susanne Robertson, 434,941 Common Shares registered in the name of SMR Investments
    Ltd., a corporation controlled by Ms. Susanne Robertson, 264,742 Common Shares held directly by John Robertson Estate, 114,667
    Common Shares registered in the name of Access Information Services, Inc., 50,620 Common Shares registered in the name of
    Rainbow Networks Inc., 136,791 Common Shares held by JGR Petroleum Inc., and 44,400 Common Shares held by KLR Petroleum Inc.,
    all controlled by Ms. Susanne Robertson through her control of Robertson Family Trust and John Robertson Estate.





17







ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



A.
MAJOR SHAREHOLDERS.



To
the best of our knowledge, we are not indirectly owned or controlled by any other corporation, foreign government or by any other
natural or legal person, except as set out below.





Our major shareholders do not have different voting rights.



At
the date of this report, we are aware of two shareholders who own 5% or greater of our voting shares.



|Name
    of Shareholder                             |  |  | No
    of Common Shares Owned (1) (2) |  |  |  | Percentage
    of Outstanding Common Shares (1)(2) |  
|--------------------------------------------------- |  |  | ------------------------------------- |  |  |  | -------------------------------------------------- | -
|Susanne
    Robertson (3)                           |  |  | 1,110,158                             |  |  |  | 22.41                                              | %
|China Zhongling
    Hangke New Energy Group Limited |  |  | 990,000                               |  |  |  | 19.98                                              | %



Over
the three years ended April 30, 2015, 2016 and 2017 and to the date of this report, there has not been a significant change in
the percentage ownership held by any major shareholder.



Share
Ownership.



As
of the date of this report, we had 4,954,715 common shares outstanding with 510 registered shareholders, and 47.15%, 32.85%
and 20.00% of the common shares held by registered shareholders of Canada, US and other foreign jurisdictions respectively.



Control
of the Company



We
are a publicly owned Canadian corporation, with shareholders in Canada, the United States and other foreign jurisdictions. We
are not controlled by any foreign government or other person.



Completion
of our Transaction with GBC would result in GBC shareholders acquiring control of the Company.



B.
RELATED PARTY TRANSACTIONS.





Our
related parties include directors and/or officers of
the Company and companies with common directors.



Upon
closing of the asset sales agreement with REGI, all assets of the Company except GST receivable were transferred from Reg Tech
to REGI. In addition, upon closing of the sales, REGI settled on behalf of the Company its accounts payable of $67,800 and balances
owed to other related parties of $124,075, the total settlement of $191,875 was recorded as addition to contributed surplus during
the year ended April 30, 2017.



During
the year ended April 30, 2017 REGI made an additional payment of $1,987 on behalf of the Company, which was recorded as due to
REGI as a related party. As at April 30, 2017 the Company had a balance of $1,987 owed to REGI and recorded as due to related
parties.



At
April 30, 2017, the Company is owed an aggregate of $53,835 (2016 - $122,711) to related parties.



During
the year ended April 30, 2017, management fees of $50,000 (2016 - $Nil) were accrued and not paid to the sole director and officer
of the Company.





18







During
the year ended April 30, 2017, rent and utility of $Nil (2016 - $13,950) were incurred with a company controlled by a former director
and officer.



During
the year ended April 30, 2017, management fees of $Nil (2016 - $22,500) were accrued or paid to a company controlled by a former
director and officer.



During
the year ended April 30, 2017, management fees of $Nil (2016 - $5,459) and director fees of $Nil (2016 - $15,000) were accrued
or paid to officers, directors and companies controlled by former officers and directors for services rendered.



All
related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the
amount of consideration established and agreed to by the related parties.



At April 30, 2017 and 2016,
the Company owed an aggregate of $53,835 and $122,711, respectively to related parties, as follows:





|                               |  | April
    30, 2017 |        |  | April
    30, 2016 | 
|------------------------------ |  | ------------------ | ------ |  | ------------------ | 
|                               |  | $                  |        |  | $                  | 
|KLR Petroleum Inc.             |  |                    | -      |  |                    | 
|Minewest Silver and Gold Corp. |  |                    | -      |  |                    | 
|SMR Investments Ltd.           |  |                    | -      |  |                    | 
|REGI                           |  |                    | 1,987  |  |                    | 
|Teryl Resources Corp.          |  |                    | 1,848  |  |                    | 
|Former director and officer    |  |                    | -      |  |                    | 
|Paul Chute                     |  |                    | 50,000 |  |                    | 
|                               |  |                    | 53,835 |  |                    | 



C.
INTERESTS OF EXPERTS AND COUNSEL



Not
applicable.



ITEM
8. FINANCIAL INFORMATION



A.
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION



Financial
Statements



See Consolidated
Financial Statements for the years ended April 30, 2017 and 2016 in Item 18 of this report.



Legal
Proceedings



We
are not a party to any material legal proceedings.



Dividend
Distribution Policy





We
have distributed REGI shares as dividend in kind to our shareholders in April 2017 after completion of asset sale to REGI; we
have not paid cash dividends to date and we do not plan to pay cash dividends in the foreseeable future.



B.
SIGNIFICANT CHANGES



None.



19











ITEM
9. THE OFFER AND LISTING



Not
applicable, except for Item 9.A.4 and Item 9.C.



Our
common shares were voluntarily delisted from TSX Venture Exchange and OTC.BB in February, 2017 upon asset sale to REGI U.S., Inc.





The ranges of the low and high sales prices
(adjusted for after 10:1 consolidation on October 22, 2018) for our shares traded on the TSX.V and OTC.BB for the periods indicated
are as follows:









|                     |      |  | TSX.V |  |      | OTC (1) | 
|-------------------- | ---- |  | ----- |  | ---- | ------- | 
|                     |      |  | High  |  |      | Low     | 
|Year Ended April 30, |      |  | CAD$  |  |      | CAD$    | 
|                     | 2017 |  |       |  | 0.85 |         | 
|                     | 2016 |  |       |  | 1.40 |         | 
|                     | 2015 |  |       |  | 1.40 |         | 
|                     | 2014 |  |       |  | 1.30 |         | 
|                     | 2013 |  |       |  | 1.80 |         | 







|                                  |  | TSX.V |      |  | OTC (1) | 
|--------------------------------- |  | ----- | ---- |  | ------- | 
|                                  |  | High  |      |  | Low     | 
|Quarter ended                     |  | CAD$  |      |  | CAD$    | 
|July 31, 2017 to October 31, 2018 |  | NA    |      |  | NA      | 
|April 30, 2017                    |  |       | 0.85 |  |         | 
|January 31, 2017                  |  |       | 0.85 |  |         | 
|October 31, 2016                  |  |       | 0.65 |  |         | 
|July 31, 2016                     |  |       | 0.25 |  |         | 
|April 30, 2016                    |  |       | 0.30 |  |         | 
|January 31, 2016                  |  |       | 0.70 |  |         | 
|October 31, 2015                  |  |       | 1.40 |  |         | 
|July 31, 2015                     |  |       | 1.10 |  |         | 





|(1) | Information
    provided by the Over the Counter Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown,
    or commission and may not represent actual transactions.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





As
a foreign private issuer, our officers, directors and ten percent beneficial owners will not be subject to the reporting obligations
of the proxy rules of the Section 14 of the Exchange Act or the insider short-swing profit rules of Section 16 of the Exchange
Act.



Common
Share Description



Our
authorized capital consists of unlimited common shares without par value, unlimited preferred shares with a par value of $1.00
per share and Class “A” non-voting shares without par value. As of April 30, 2017, 4,954,715 shares were issued
and outstanding. Effective October 22, 2018, the Company completed a consolidation of its common shares on the basis of
one post-consolidation share for every 10 pre-consolidation common shares. As a result of the Share Consolidation, the 49,547,092
common shares issued and outstanding were consolidated to 4,954,715 common shares, which are outstanding at the date of
this report. There are no Preferred or Class “A” Shares issued or outstanding. There are no special rights or restrictions
of any nature attached to any of the shares and they all rank equally, as to all benefits that might accrue to the holder thereof.



Holders
of common shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders
of common shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its
discretion, out of funds legally available therefore.



Upon
our liquidation, dissolution or winding up, holders of common shares are entitled to receive pro rata our assets, if any,
remaining after payments of all debts and liabilities.



No
shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption
or purchase for cancellation, surrender, or sinking or purchase funds.



Provisions
as to the modification, amendment or variation of such shareholder rights or provisions are contained in the Business Corporations
Act (British Columbia). Unless the Act or our Articles otherwise provide, any action to be taken by a resolution of the shareholders
may be taken by an ordinary resolution, being approved by a vote of a majority of the votes cast in respect of the matter at the
shareholders’ meeting.



There
are no restrictions on the repurchase or redemption of our common shares while there is any arrearage in the payment of dividends
or sinking fund installments.



ITEM
10. ADDITIONAL INFORMATION



A.
SHARE CAPITAL



Not
applicable.



B.
MEMORANDUM AND ARTICLES OF ASSOCIATION



Our
Memorandum and Articles are incorporated by reference to the information in our registration statement on Form 20-F filed with
the Securities and Exchange Commission, in Washington, D.C. on June 15, 1994, to which our Articles of Incorporation and Memorandum
were filed as exhibits.



We
were originally incorporated on October 6, 1982 as Reg Resources Corp. under a perpetual charter pursuant to the British Columbia
Business Corporations Act (formerly the Company Act) by registration of our Memorandum and Articles. On February
23, 1993 we changed our name to Reg Technologies Inc. in order to better reflect our main area of business development. We did
not consolidate our shares at the time our name was changed.





20







C.
MATERIAL CONTRACTS



During
the years ended April 30, 2017 and April 30, 2016, we were not subject to or entered into any material contracts.



On
May 31, 2018 the Company and GBC entered into a non-binding Letter of Intent (the “LOI”) which outlines the general
terms and conditions for the Company’s Transaction with GBC pursuant to a reverse-takeover (“RTO”).



The
Company and GBC intend to enter into a definitive agreement in respect of the Transaction (the “Definitive Agreement”)
pursuant to which the common shares of GBC will be exchanged for 123,333,333 common shares in the capital of the Company (collectively,
the “Resulting Issuer Shares”) at a deemed price of C$0.30 per Resulting Issuer Share on a pre-Consolidation basis
and pursuant to an exchange ratio to be agreed to by the Parties in accordance with the terms of the Definitive Agreement. In
addition, GBC will have the right but not the obligations to complete a private placement of common shares at a price per share
of C$0.30 for maximum gross proceeds of C$10,000,000 concurrent with the Transaction.



Completion
of the Transaction is subject to a number of conditions: (i) Reg Tech and GBC entering into the Definitive Agreement; (ii) the
satisfactory completion of all legal, business and technical due diligence to the satisfaction of each party; and (iii) the receipt
of all required consents and approvals, including without limitation, the approval of the Canadian Securities Exchange (the “CSE”)
to list the Resulting Issuer Shares for trading, and the approval of shareholders of GBC (obtained on September 4, 2018) and the
Company (obtained on October 17, 2018 ).



Upon
completion of the Transaction, the Resulting Issuer will continue to focus on the current business and affairs of GBC.



D.
EXCHANGE CONTROLS



There
are no governmental laws, decrees or regulations in Canada relating to restrictions on the export of capital affecting the remittance
of interest, dividends or other payments to nonresident holders of the Registrant’s shares. Any such remittances, however,
are subject to withholding tax. See Item 7, “Taxation”.



There
are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents
of our company on the right of foreigners to hold or vote our shares. However, under the provisions of the Investment Canada
Act, when control of a Canadian business is acquired by a non- Canadian, the transaction may be reviewable in certain circumstances
by Investment Canada, an agency of the federal government of Canada. Reviewable transactions are those in which a non-Canadian
acquires the assets of a Canadian business or the voting shares of a Canadian corporation the value of which assets or shares
exceeds $5 million (Canadian). Also, certain transactions are specifically exempted from review.



E
TAXATION



Certain
Canadian Federal Income Tax Consequences



The
discussion under this heading summarizes the principal Canadian federal income tax consequences of acquiring, holding and disposing
of shares of our common stock for a shareholder of ours who is not a resident of Canada but is a resident of the U.S. and who
will acquire and hold our common shares as capital property for the purposes of the Income Tax Act(Canada) (the “Canadian
Tax Act”). This summary does not apply to a shareholder who carries on business in Canada through a “permanent
establishment” situated in Canada or performs independent personal services in Canada through a fixed base in Canada
if the shareholder’s holding in Reg Technologies Inc. is effectively connected with such permanent establishment or fixed
base. This summary is based on the provisions of the Canadian Tax Act and the regulations thereunder and on an understanding of
the administrative practices of Canada Revenue Agency, and takes into account all specific proposals to amend the Canadian Tax
Act or regulations made by the Minister of Finance of Canada as of the date hereof. It has been assumed that there will be no
other relevant amendment of any governing law although no assurance can be given in this respect. This discussion is general only
and is not, nor is it intended to provide a detailed analysis of the income tax implications of any particular shareholder’s
interest. Investors are advised to obtain independent advice from a shareholder’s own Canadian and U.S. tax advisors with
respect to income tax implications pertinent to their particular circumstances. The provisions of the Canadian Tax Act are subject
to income tax treaties to which Canada is a party, including the Canada-United States Income Tax Convention(1980), as
amended (the “Convention”).





21







Dividends
on Common Shares and Other Income



Under
the Canadian Tax Act, a non-resident of Canada is generally subject to Canadian withholding tax at the rate of 25 percent on dividends
paid or deemed to have been paid to him or her by a corporation resident in Canada. We are responsible for withholding of tax
at the source. The Convention limits the rate to 15 percent if the shareholder is a resident of the U.S. and the dividends are
beneficially owned by and paid to such shareholder, and to 5 percent if the shareholder is also a corporation that beneficially
owns at least 10 percent of the voting stock of the payor corporation.



The
amount of a stock dividend (for tax purposes) would generally be equal to the amount by which the paid up or our stated capital
had increased by reason of the payment of such dividend. We will furnish additional tax information to our shareholders in the
event of such a dividend. Interest paid or deemed to be paid on our debt securities held by non-Canadian residents may also be
subject to Canadian withholding tax, depending upon the terms and provisions of such securities and any applicable tax treaty.



The
Convention generally exempts from Canadian income tax dividends paid to a religious, scientific, literary, educational or charitable
organization or to an organization constituted and operated exclusively to administer a pension, retirement or employee benefit
fund or plan, if the organization is a resident of the U.S. and is exempt from income tax under the laws of the U.S.



Dispositions
of Common Shares



Under
the Canadian Tax Act, a taxpayer’s capital gain or capital loss from a disposition of a share of our common stock is the
amount, if any, by which his or her proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of his or
her adjusted cost base of the share and reasonable expenses of disposition. The capital gain or loss must be computed in Canadian
currency using a weighted average adjusted cost base for identical properties. The capital gains net of losses included in income
are as follows. For gains net of losses realized before February 28, 2000, as to 75%. For gains net of losses realized after February
27, 2000 and before October 18, 2000, as to 66 2/3%. For gains net of losses realized after October 17, 2000, as to 50%. There
are special transitional rules to apply capital losses against capital gains that arose in different periods. The amount by which
a shareholder’s capital loss exceeds the capital gain in a year may be deducted from a capital gain realized by the shareholder
in the three previous years or any subsequent year, subject to certain restrictions in the case of a corporate shareholder.



Under
the Canadian Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains, and may deduct allowable capital
losses, realized on a disposition of “taxable Canadian property.” Shares of our common stock will constitute taxable
Canadian property of a shareholder at a particular time if the shareholder used the shares in carrying on business in Canada,
or if at any time in the five years immediately preceding the disposition 25% or more of the issued shares of any class or series
in our capital stock belonged to one or more persons in a group comprising the shareholder and persons with whom the shareholder
and persons with whom the shareholder did not deal at arm’s length and in certain other circumstances.



The
Convention relieves U.S. residents from liability for Canadian tax on capital gains derived on a disposition of shares unless:



|(a) | the
    value of the shares is derived principally from “real property” in Canada, including the right to explore
    for or exploit natural resources and rights to amounts computed by reference to production;                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                      
|(b) | the
    shareholder was resident in Canada for 120 months during any period of 20 consecutive years preceding, and at any time during
    the 10 years immediately preceding, the disposition and the shares were owned by him when he or she ceased to be resident
    in Canada; or
|    |                                                                                                                                                                                                                                                                                      
|(c) | the
    shares formed part of the business property of a “permanent establishment” that the holder has or had in
    Canada within the 12 months preceding the disposition.                                                                                                          





22







F.
DIVIDENDS AND PAYING AGENTS



Not
applicable.



G.
STATEMENT BY EXPERTS





Not
applicable.



H.
DOCUMENTS ON DISPLAY



Material
contracts and publicly available corporate records may be viewed at our head office in Vancouver, British Columbia.



We
filed a registration statement on Form 20-F filed the Securities and Exchange Commission in Washington, D.C. (Registration No.
000-30084) on June 15, 1994, which became effective August 15, 1994. The Registration Statement contains exhibits and schedules.
Any statement in this annual report about any of our contracts or other documents is not necessarily complete. If the contract
or document is filed as an exhibit to the Registration Statement, the contract or document is deemed to modify the description
contained in this annual report. You must review the exhibits themselves for a complete description of the contract or documents.



We
file annual reports and furnish other information with the SEC. You may read and copy any document that we file at the SEC’s
Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m.
You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically with the Commission at (http://www.sec.gov). We also file information with the Canadian Securities Administrators
via SEDAR (www.sedar.com).



I.
SUBSIDIARY INFORMATION



As
of the date of this report, we do not have subsidiaries.



ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We
are a smaller reporting company as defined in Rule 405 of the Securities Act, and Rule 12b-2 of the Exchange Act and therefore
need not provide the information requested by this item.



ITEM
12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not
applicable.





23









PART
II



ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELIQUENCIES



None.



ITEM
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS





A - D. MATERIAL MODIFICATIONS TO
THE RIGHTS OF SECURITY HOLDERS



None.



E.
USE OF PROCEEDS



Not
applicable



ITEM
15. CONTROLS AND PROCEDURES



Disclosure
Controls and Procedures



We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports
that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosure. As required
by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including
our principal executive and financial officers, of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report.



Based
on the foregoing, our principal executive and financial officers concluded that our disclosure controls and procedures are not
effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded,
processed and reported properly within the time periods specified in the SEC’s rules and forms.



Our
management and board of directors strive to remedy the deficiencies by thoroughly reviewing the requirements for filings and the
contents of the filings. In addition, we will consult accounting and legal experts on disclosure requirements, and engage them
for extensive reviews prior to our filings with the SEC.



Management’s
Report on Internal Control over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and
procedures that:



| | – | pertain
    to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
    of our assets;                                                                                                                                                                     
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                              
| | – | provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
    with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations
    of our management and directors; and
| |   |                                                                                                                                                                                                                                                                                                                              
| | – | provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
    that could have a material effect on our financial statements.                                                                                                                   



Management
recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective
internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or
detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods
because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.





24







Our
management, including our principal executive officer and principal financial officer, has used the framework set forth in the
report entitled Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission
to conduct an evaluation of the effectiveness of our internal control over financial reporting. Based on its evaluation, our management
concluded that our internal control over financial reporting was not effective because certain deficiencies involving internal
controls constituted a material weakness. A material weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis.



We
concluded that our internal control over financial reporting was not effective as at April 30, 2017 due to inadequate segregation
of duties and lack of multiple levels of supervision and review. Once we have adequate funding in place, we will commence
a process to enhance and improve the design of our internal controls over financial reporting. We intend to remediate the material
weakness identified above. To remediate such weakness, we will require appointment of additional qualified personnel to address
inadequate segregation of duties, and adopt sufficient written policies and procedures for accounting and financial reporting.
These remediation efforts are largely dependent upon securing additional financing to cover the costs of implementing the changes
required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected.



Notwithstanding
the foregoing, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.



Attestation
Report on Internal Control over Financial Reporting



This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the SEC that permit us to provide only management’s report in this annual report.



Changes
in Internal Control over Financial Reporting



During
the fiscal year ended April 30, 2017, there were no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



ITEM
16. [RESERVED]



ITEM
16A. AUDIT COMMITTEE FINANCIAL EXPERT



Committees
of the Board and Financial Expert



Audit
Committee



The
Board of directors has determined that it does not have a member that qualifies as an “audit committee financial expert”
as defined in Form 20-F of the U.S. Securities and Exchange Commission.



We
have been unable to retain the services of a person who qualifies as an “audit committee financial expert”. Until
we appoint such a person, we believe that the members of our Board of Directors are collectively capable of analyzing and evaluating
our financial statements and understanding internal controls and procedures for financial reporting. Moreover, the audit committee
is comprised of seasoned business professionals.



On
this basis, we believe that the audit committee has adequate resources available to it when financial expertise and advice are
necessary.





25









ITEM
16B. CODE OF ETHICS



Code
of Ethics



Our
Board of Directors’ is committed to encouraging and promoting a culture of ethical business conduct and integrity throughout
our company. In order to achieve this objective, efforts are made to the implementation, monitoring and enforcement of our Code
of Ethics (“Code”). This is accomplished by: (a) taking prompt action against violations of the Code; ensuring
employees and consultants are aware that they may discuss their concerns with their supervisor or directly to the Compliance Officer;
the Compliance Officer reporting suspected fraud or securities law violations for review by the Audit Committee and reporting
same to the Board of Directors. We distribute to each new director, officer, employee and consultant our Code.



No
waivers of any provision of this Code of Ethics may be made except by the Board of Directors. Any waiver or amendment shall be
reported as required by law or regulation. There have been no waivers of the Code since its implementation.



A
copy of the Code is available from us on written request, and was filed with our Form 20F for the year ended April 30, 2010 on
August 31, 2010.



Assessments



The
Board of Directors is ultimately responsible for our stewardship, which means that it oversees the day-to-day management delegated
to the President and Chief Executive Officer and our other officers. The Board is charged with the responsibility of assessing
the effectiveness of itself, its committee(s) and the contributions of individual directors.



The
Nominating and Corporate Governance Committee Charter was constituted by the Board of Directors to assist the Board and its officers,
employees, and consultants to fulfill fundamental issues including: (a) the regular assessment of our approach to corporate governance
issues; (b) ensuring that such approach supports our effective functioning with a view to the best interests of our shareholders
and effective communication between the Board of Directors and management; and (c) the process, structure and effective system
of accountability by management to the board of directors and by the board to the shareholders, in accordance with applicable
laws, regulations and industry standards for good governance practices.



Additionally,
directors and officers are subject to the laws of the Province of British Columbia, Canada, whereby they are required to act honestly,
in good faith and in our best interests.



ITEM
16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The
following table discloses accounting fees and services of the Registrant:



|Type
    of Services Rendered |  | 2017
    Fiscal Year 
    (CAD$) |        |  | 2016
    Fiscal Year
    (CAD$) | 
|----------------------------- |  | -------------------------------- | ------ |  | ------------------------------- | 
|                              |  |                                  |        |  |                                 | 
|(a)
    Audit Fees            |  |                                  | 14,000 |  |                                 | 
|                              |  |                                  |        |  |                                 | 
|(b) Audit-Related
    Fees    |  |                                  | -      |  |                                 | 
|                              |  |                                  |        |  |                                 | 
|(c) Tax Fees                  |  |                                  | -      |  |                                 | 
|                              |  |                                  |        |  |                                 | 
|(d) All Other Fees            |  |                                  | -      |  |                                 | 



Our
Audit Committee pre-approved all non-audit services (audit-related services, tax services, and all other services) provided to
us prior to the commencement of the services.



In
the table above, and the disclosure below, “audit fees” are fees billed by our external auditor for services provided
in auditing our annual financial statements for the subject year. “Audit-related fees” are fees not included in audit
fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit
or review of our financial statements. “Tax fees” are fees billed by the auditor for professional services rendered
for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and
services not included in the foregoing categories.





26







ITEM
16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES



No
disclosure required.



ITEM
16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS



No
disclosure required.



ITEM
16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT



Not
applicable.



ITEM
16G. CORPORATE GOVERNANCE



Not
applicable.





ITEM 16H. MINE SAFETY DISCLOSURE



Not applicable.



PART
III



ITEM
17. FINANCIAL STATEMENTS



We
have elected to provide financial statements pursuant to Item 18.



ITEM
18. FINANCIAL STATEMENTS



|                                                                                                                                                                                                                                                                                                    |  | Page
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Audited
    Financial Statements for the Years Ended April 30, 2017 and 2016                                                                                                                                                                                                                        |  |     
|                                                                                                                                                                                                                                                                                                    |  |     
|Our
    consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with IFRS.                                                                                                                                                                           |  |     
|                                                                                                                                                                                                                                                                                                    |  |     
|The consolidated
    financial statements, together with the report of MaloneBailey LLP, and A Chan & Company LLP on the annual consolidated
    financial statements referred to below, are filed as part of this annual report, and are included immediately following this
    text and include: |  |     
|                                                                                                                                                                                                                                                                                                    |  |     
|Report
    of Independent Registered Public Accounting Firm dated July 27, 2018 of MaloneBailey LLP                                                                                                                                                                                                 |  | 29  
|                                                                                                                                                                                                                                                                                                    |  |     
|Report
    of Registered Public Accounting Firm dated August 26, 2016 of A Chan & Company LLP, Chartered Accountants                                                                                                                                                                                |  | 30  
|                                                                                                                                                                                                                                                                                                    |  |     
|Consolidated
    Balance Sheets as at April 30, 2017 and 2016                                                                                                                                                                                                                                       |  | 31  
|                                                                                                                                                                                                                                                                                                    |  |     
|Consolidated
    Statements of Operations and Comprehensive Loss for the years ended April 30, 2017, 2016 and 2015                                                                                                                                                                                  |  | 32  
|                                                                                                                                                                                                                                                                                                    |  |     
|Consolidated
    Statements of Cash Flows for the years ended April 30, 2017, 2016 and 2015                                                                                                                                                                                                         |  | 33  
|                                                                                                                                                                                                                                                                                                    |  |     
|Consolidated
    Statements of Changes in Equity for the years ended April 30, 2017 and 2016                                                                                                                                                                                                        |  | 34  
|                                                                                                                                                                                                                                                                                                    |  |     
|Notes
    to the Consolidated Financial Statements for the years ended April 30, 2017 and 2016                                                                                                                                                                                                      |  | 35  



27









Reg
Technologies Inc.



Consolidated
Financial Statements

(Expressed
in Canadian Dollars)

April
30, 2017







28







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Shareholders and Sole Director of

Reg
Technologies, Inc.



Opinion
on the Financial Statements



We
have audited the accompanying statement of financial position of Reg Technologies, Inc. (the “Company”) as of April
30, 2017, and the related statements of operations, changes in equity, and cash flows for the year then ended, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of April 30, 2017, and the results of its operations and its
cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board.



Going
Concern Matter



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency
that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters
are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.



We
conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.



/s/
MaloneBailey, LLP






www.malonebailey.com

We
have served as the Company’s auditor since 2018.

Houston,
Texas

July
27, 2018, except for Note 10 which the date is November 1, 2018



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





29











INDEPENDENT
AUDITORS’ REPORT



|To: | the
    Shareholders of  
|--- | -------------------------
|    | Reg
    Technologies Inc.



We
have audited the accompanying consolidated financial statements of Reg Technologies Inc. (the “Company”), which comprise
the consolidated statements of financial position as at April 30, 2016 and April 30, 2015, and the consolidated statements of
operations and comprehensive loss, consolidated statements of cash flows and consolidated statements of changes in equity for
the years ended April 30, 2016 and April 30, 2015, and a summary of significant accounting policies and other explanatory information.



Management’s
Responsibility for the Financial Statements



Management
is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.



Auditors’
Responsibility



Our
responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free from material misstatement. We were not engaged
to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.



An
audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the
financial statements.



We
believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit
opinion.



Opinion



In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as at April 30, 2016 and April 30, 2015, and its financial performance and its cash flows for the years ended April 30, 2016 and
April 30, 2015 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board.



Emphasis
of Matter



Without
qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates that the Company
has incurred losses to date. This condition, along with other matters as set forth in Note 1, indicates the existence of a material
uncertainty that may cast substantial doubt about the Company’s ability to continue as a going concern.



“A
Chan and Company LLP”

Chartered
Professional Accountants



Burnaby,
British Columbia

August
26, 2016



30







Reg
Technologies Inc.

Consolidated
Statements of Financial Position

(Expressed
in Canadian Dollars)





|                                    |  | As at         |             |   | As at         | 
|----------------------------------- |  | ------------- | ----------- | - | ------------- | 
|                                    |  | April
    30, |             |   | April
    30, | 
|                                    |  | 2017          |             |   | 2016          | 
|                                    |  |               | $           |   |               | 
|Assets                              |  |               |             |   |               | 
|                                    |  |               |             |   |               | 
|Current                             |  |               |             |   |               | 
|Cash and cash equivalent            |  |               | -           |   |               | 
|HST/GST receivable                  |  |               | 4,010       |   |               | 
|                                    |  |               | 4,010       |   |               | 
|Liabilities                         |  |               |             |   |               | 
|                                    |  |               |             |   |               | 
|Current                             |  |               |             |   |               | 
|Accounts payable                    |  |               | 84,014      |   |               | 
|Accrued liabilities                 |  |               | 45,000      |   |               | 
|Due to related
    parties (Note 7) |  |               | 53,835      |   |               | 
|                                    |  |               | 182,849     |   |               | 
|                                    |  |               |             |   |               | 
|Shareholders’
    Deficit           |  |               |             |   |               | 
|Share Capital (Note 6)              |  |               | 13,636,565  |   |               | 
|Warrants (Note 6)                   |  |               | 1,141,249   |   |               | 
|Contributed Surplus                 |  |               | 10,864,172  |   |               | 
|Deficit                             |  |               | (25,820,825 | ) |               | 
|                                    |  |               | (178,839    | ) |               | 
|                                    |  |               |             |   |               | 
|Non-controlling
    interest        |  |               | -           |   |               | 
|                                    |  |               |             |   |               | 
|                                    |  |               | 4,010       |   |               | 



Nature
and Continuance of Operations(Note 1)

Subsequent
events (Note 10)



On
behalf of the Board:



“Paul
Chute”

Paul
Chute



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



31









Reg
Technologies Inc.

Consolidated
Statements of Operations and Comprehensive Loss

(Expressed
in Canadian Dollars)







|                                                                             |  | For
    the year ended April 30, |           |   | For
    the year ended April 30, |  |            | For
    the year ended April 30, | 
|---------------------------------------------------------------------------- |  | -------------------------------- | --------- | - | -------------------------------- |  | ---------- | -------------------------------- | 
|                                                                             |  | 2017                             |           |   | 2016                             |  |            | 2015                             | 
|                                                                             |  | $                                |           |   | $                                |  |            | $                                | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|Expenses                                                                     |  |                                  |           |   |                                  |  |            |                                  | 
|Shareholder
    communication                                                |  |                                  | -         |   |                                  |  | 21,276     |                                  | 
|Foreign
    exchange gain                                                    |  |                                  | (1,125    | ) |                                  |  | (24,689    | )                                | 
|Management
    and directors’ fees (Note 7)                                  |  |                                  | 50,000    |   |                                  |  | 42,959     |                                  | 
|Office
    expenses                                                          |  |                                  | 3,155     |   |                                  |  | 26,061     |                                  | 
|Professional
    fees                                                        |  |                                  | 41,812    |   |                                  |  | 28,159     |                                  | 
|Research
    and development                                                 |  |                                  | -         |   |                                  |  | 53,983     |                                  | 
|Rent
    and utilities (Note 7)                                              |  |                                  | -         |   |                                  |  | 13,950     |                                  | 
|Stock-based
    compensation                                                 |  |                                  | -         |   |                                  |  | -          |                                  | 
|Transfer
    agent and filing fees                                           |  |                                  | 8,823     |   |                                  |  | 15,907     |                                  | 
|Travel
    and promotion                                                     |  |                                  | 3,097     |   |                                  |  | -          |                                  | 
|Wages
    and benefits                                                       |  |                                  | -         |   |                                  |  | 19,007     |                                  | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|Loss
    before other income (expense)                                       |  |                                  | (105,762  | ) |                                  |  | (196,613   | )                                | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|Other
    income (expense)                                                   |  |                                  |           |   |                                  |  |            |                                  | 
|Interest
    income                                                          |  |                                  | -         |   |                                  |  | 304        |                                  | 
|Gain
    on settlement of debt                                               |  |                                  | -         |   |                                  |  | 6,586      |                                  | 
|Write-off
    of receivable from REGI US (Note 7)                            |  |                                  | -         |   |                                  |  | (1,456,985 | )                                | 
|Write-off
    of GST receivable                                              |  |                                  | -         |   |                                  |  | -          |                                  | 
|Loss
    in equity investment                                                |  |                                  | -         |   |                                  |  | -          |                                  | 
|Impairment
    of equity investment in Minewest                              |  |                                  | -         |   |                                  |  | -          |                                  | 
|Write-off
    of assets held for distribution to shareholders                |  |                                  | -         |   |                                  |  | -          |                                  | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|Net
    and comprehensive loss                                               |  |                                  | (105,762  | ) |                                  |  | (1,646,708 | )                                | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|Net
    and comprehensive loss attributable to:                              |  |                                  |           |   |                                  |  |            |                                  | 
|Shareholders
    of the Company                                              |  |                                  | (105,762  | ) |                                  |  | (1,659,337 | )                                | 
|Non-controlling
    interest                                                 |  |                                  | -         |   |                                  |  | 12,629     |                                  | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|                                                                             |  |                                  | (105,762  | ) |                                  |  | (1,646,708 | )                                | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|Loss
    per share – basic and diluted                                       |  |                                  | (0.02     | ) |                                  |  | (0.33      | )                                | 
|                                                                             |  |                                  |           |   |                                  |  |            |                                  | 
|Weighted
    average number of common shares outstanding – basic and diluted |  |                                  | 4,937,256 |   |                                  |  | 4,932,973  |                                  | 



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



32







Reg
Technologies Inc.

Consolidated
Statements of Cash Flows

(Expressed
in Canadian Dollars)







|                                                                            |  | For
    the year    |          |   | For
    the year    |  |            | For
    the year    | 
|--------------------------------------------------------------------------- |  | ------------------- | -------- | - | ------------------- |  | ---------- | ------------------- | 
|                                                                            |  | ended
    April 30, |          |   | ended
    April 30, |  |            | ended
    April 30, | 
|                                                                            |  | 2017                |          |   | 2016                |  |            | 2015                | 
|                                                                            |  | $                   |          |   | $                   |  |            | $                   | 
|Cash flows used in
    operating activities                                 |  |                     |          |   |                     |  |            |                     | 
|Net loss                                                                    |  |                     | (105,762 | ) |                     |  | (1,646,708 | )                   | 
|Adjustments to reconcile loss to net
    cash used by operating activities: |  |                     |          |   |                     |  |            |                     | 
|Write-off of GST
    receivable                                             |  |                     | -        |   |                     |  | -          |                     | 
|Stock-based compensation                                                    |  |                     | -        |   |                     |  | -          |                     | 
|Gain on debt settlement                                                     |  |                     | -        |   |                     |  | (6,586     | )                   | 
|Unrealized (gain)
    loss on foreign exchange                              |  |                     | -        |   |                     |  | 8,909      |                     | 
|Loss in equity investment                                                   |  |                     | -        |   |                     |  | -          |                     | 
|Write-off of assets
    held for distribution to shareholders               |  |                     | -        |   |                     |  | -          |                     | 
|Write-off of receivable
    from REGI US                                    |  |                     | -        |   |                     |  | 1,456,985  |                     | 
|Impairment of equity
    investment in Minewest                             |  |                     | -        |   |                     |  | -          |                     | 
|Changes in non-cash working capital
    items:                              |  |                     |          |   |                     |  |            |                     | 
|GST Receivable                                                              |  |                     | (915     | ) |                     |  | (1,251     | )                   | 
|Prepaid expenses                                                            |  |                     | -        |   |                     |  | 26,416     |                     | 
|Accounts payable
    and accrued liabilities                                |  |                     | 51,424   |   |                     |  | 28,665     |                     | 
|Due
    to related parties                                                  |  |                     | 55,199   |   |                     |  | 96,681     |                     | 
|Net
    cash used in operating activities                                   |  |                     | (54      | ) |                     |  | (36,889    | )                   | 
|                                                                            |  |                     |          |   |                     |  |            |                     | 
|Cash flows used in
    investing activities                                 |  |                     |          |   |                     |  |            |                     | 
|Advances to REGI                                                            |  |                     | -        |   |                     |  | (138,311   | )                   | 
|Net cash used
    in investing activities                                   |  |                     | -        |   |                     |  | (138,311   | )                   | 
|                                                                            |  |                     |          |   |                     |  |            |                     | 
|Cash flows provided
    by financing activities                             |  |                     |          |   |                     |  |            |                     | 
|Repayment of
    advance from Minewest                                      |  |                     | -        |   |                     |  | -          |                     | 
|Net cash provided
    by financing activities                               |  |                     | -        |   |                     |  | -          |                     | 
|                                                                            |  |                     |          |   |                     |  |            |                     | 
|Decrease in cash                                                            |  |                     | (54      | ) |                     |  | (175,200   | )                   | 
|Cash
    and cash equivalent, beginning                                     |  |                     | 54       |   |                     |  | 175,254    |                     | 
|Cash
    and cash equivalent, ending                                        |  |                     | -        |   |                     |  | 54         |                     | 
|Non-cash items                                                              |  |                     |          |   |                     |  |            |                     | 
|Non-controlling interest reclassified
    to contributed surplus            |  |                     | 84,547   |   |                     |  | -          |                     | 
|Accounts payable settled by REGI U.S.,
    Inc.                             |  |                     | 67,800   |   |                     |  | -          |                     | 
|Related party
    balances settled by REGI U.S., Inc.                       |  |                     | 124,075  |   |                     |  | -          |                     | 
|Supplemental
                                         Disclosures           |  |                     |          |   |                     |  |            |                     | 
|Interest paid                                                               |  |                     | -        |   |                     |  | -          |                     | 
|Income taxes
    paid                                                       |  |                     | -        |   |                     |  | -          |                     | 





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



33







Reg
Technologies Inc.

Consolidated
Statements of Changes in Equity

(Expressed
in Canadian Dollars)







|                                           |  |        |           |  |        |  |            |             |  |  |            |  |  |         |           |  | Total         |  |             | Non-        | 
|------------------------------------------ |  | ------ | --------- |  | ------ |  | ---------- | ----------- |  |  | ---------- |  |  | ------- | --------- |  | ------------- |  | ----------- | ----------- | 
|                                           |  | Common |           |  | Common |  |            | Contributed |  |  |            |  |  |         |           |  | Shareholders’ |  |             | Controlling | 
|                                           |  | Shares |           |  | Shares |  |            | Surplus     |  |  | Warrants   |  |  | Deficit |           |  | Equity        |  |             | interest    | 
|                                           |  | #      |           |  | $      |  |            | $           |  |  | $          |  |  | $       |           |  | $             |  |             | $           | 
|                                           |  |        |           |  |        |  |            |             |  |  |            |  |  |         |           |  |               |  |             |             | 
|Balance
    – April 30, 2014               |  |        | 4,932,973 |  |        |  | 13,636,565 |             |  |  | 10,560,967 |  |  |         | 1,141,249 |  |               |  | (23,028,628 | )           | 
|Stock
    based compensation               |  |        | -         |  |        |  | -          |             |  |  | 26,783     |  |  |         | -         |  |               |  | -           |             | 
|Net loss                                   |  |        | -         |  |        |  | -          |             |  |  | -          |  |  |         | -         |  |               |  | (1,027,098  | )           | 
|Balance –
    April 30, 2015               |  |        | 4,932,973 |  |        |  | 13,636,565 |             |  |  | 10,587,750 |  |  |         | 1,141,249 |  |               |  | (24,055,726 | )           | 
|Net loss                                   |  |        | -         |  |        |  | -          |             |  |  | -          |  |  |         | -         |  |               |  | (1,659,337  | )           | 
|Balance –
    April 30, 2016               |  |        | 4,932,973 |  |        |  | 13,636,565 |             |  |  | 10,587,750 |  |  |         | 1,141,249 |  |               |  | (25,715,063 | )           | 
|Disposition of assets                      |  |        | 21,742    |  |        |  | -          |             |  |  | 84,547     |  |  |         | -         |  |               |  |             |             | 
|Liabilities settled
    by REGI U.S., Inc. |  |        | -         |  |        |  | -          |             |  |  | 191,875    |  |  |         | -         |  |               |  | -           |             | 
|Net
    loss                               |  |        | -         |  |        |  | -          |             |  |  | -          |  |  |         | -         |  |               |  | (105,762    | )           | 
|Balance
    – April 30, 2017               |  |        | 4,954,715 |  |        |  | 13,636,565 |             |  |  | 10,864,172 |  |  |         | 1,141,249 |  |               |  | (25,820,825 | )           | 



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



34







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended 30, April 2017 and 2016



|1. | Nature
    and Continuance of Operations
|-- | ----------------------------------------



Reg
Technologies Inc. (“Reg Tech” or the “Company”) was a development stage company in the business of developing
and commercially exploiting an improved axial vane type rotary engine known as the Rand CamTM/Direct Charge Engine
and other RandCamTM / RadMax® applications (the “Technology”). The worldwide marketing and intellectual
rights, other than in the U.S., were held by the Company. REGI U.S., Inc. (“REGI”) (a U.S. public company) owned the
U.S. marketing and intellectual rights. The Company and REGI had a project cost sharing agreement whereby these two companies
each funded 50% of the development of the Technology.



Effective
February 17, 2017 REGI purchased all of Reg Tech’s assets including all rights to the Technology with the issuance of 51,757,119
shares of REGI’s common stock, which were distributed to the shareholders of the Company as dividend in kind. Currently
the Company is actively searching for a business.



Asset
Sales Agreement



On
September 16, 2016, the Company entered into an asset sales/purchase agreement (the “ASA”) with REGI, a public company
with a common director and officer and whose common stock is listed on OTC.QB to sell all of the Company’s assets to REGI,
with the issuance of 46,173,916 unregistered common shares of REGI. The ASA was amended on February 14, 2017 to increase the consideration
shares to an aggregate of 51,757,119 unregistered common shares of REGI and to amend the list of the assets purchased. The shares
issued to the Company were distributed to the Company’s shareholders as dividend in kind. The transaction was closed on
February 17, 2017 upon TSX Venture Exchange approval.



Upon
closing of the ASA, all assets of the Company except GST receivable were transferred from Reg Tech to REGI. In addition, upon
closing of the ASA, REGI settled on behalf of Reg Tech the Company’s accounts payable of $67,800 and balances owed to other
related parties of $124,075, the total settlement of $191,875 was recorded as addition to contributed surplus during the year
ended April 30, 2017.



Going
Concern



In
a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities
have not yet produced any revenues and the Company has incurred recurring operating losses as is normal in development stage companies.
The Company has a net capital deficiency and has accumulated losses of $25,820,825 since inception. These factors raise substantial
doubt about the Company’s ability to continue as a going-concern. The ability of the Company to emerge from the development
stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity
financing, receive funding from affiliates and controlling shareholders, and develop a market for its products.



Management
is aware that material uncertainties exist, related to current economic conditions, which could adversely affect the Company’s
ability to continue to finance its activities. The Company receives interim support from affiliated companies and plans to raise
additional capital through debt and/or equity financings. The Company may also raise additional funds through the exercise of
warrants and stock options.



There
is no certainty that the Company’s efforts to raise additional capital will be successful. These financial statements do
not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to continue in normal operations.



35







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|2. | Statement
    of compliance
|-- | ---------------------------



These
consolidated financial statements of the Company and its subsidiaries, including comparatives, have been prepared in accordance
with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board
(“IASB”).



These
consolidated financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors
on November 1, 2018.



|3. | Significant
    Accounting Policies
|-- | -----------------------------------



Basis
of preparation



These
consolidated financial statements were prepared on a going concern basis, under the historical cost convention, except for the
revaluation of certain financial instruments.



The
preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also
requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree
of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed
in Note 4.



Basis
of consolidation and presentation



These
financial statements include the accounts of the Company, and its 51% owned subsidiary, Rand Energy Group Inc. (“Rand”)
until February 17, 2017 when it was sold to REGI and the related non-controlling interest of $84,547 was reclassified to contributed
surplus.



All
significant inter-company balances and transactions were eliminated upon consolidation.



Investment
in associates



Investments
in which the Company had the ability to exert significant influence but did not have control were accounted for using the equity
method whereby the original cost of the investment was adjusted annually for the Company’s share of earnings, losses and
dividends during the current year.



Cash
equivalents



Cash
equivalents consist of highly liquid investments that are readily convertible to cash with original maturities of three months
or less when purchased.



Research
and development costs



The
Company carried on various research and development activities to develop its technology. Research costs were expensed in the
periods in which they were incurred. Development costs that met all of the criteria to be recognized as an intangible asset, including
reasonable expectation regarding future benefits, were to be capitalized and amortized over their expected useful lives. To date
the Company did not capitalize any development costs.



36







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|3. | Significant
    Accounting Policies (Cont’d)
|-- | --------------------------------------------



Foreign
currency translation



The
functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional
currency of the Company and each of its subsidiaries is the Canadian dollar. The functional currency determinations were conducted
through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.



Transactions
in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the
end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the year-end
exchange rate while non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated
at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation
are included in comprehensive loss.



Share
- based compensation



The
Company’s share option plan allows Company employees, directors, officers and consultants to acquire shares of the Company.
The fair value of options granted is recognized as share-based compensation expense with a corresponding increase in equity. An
individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides
services similar to those performed by a direct employee.



Fair
value is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the
options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account
the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized
as an expense is adjusted to reflect the actual number of share options that are expected to vest. In situations where equity
instruments are issued to consultants and some or all of the goods or services received by the entity as consideration cannot
be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are
measured at the fair value of goods or services received.



Income
taxes



Income
tax expense comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates
to items recognized directly in equity. Current tax expense is the expected tax payable on taxable income for the year, using
tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.



Deferred
tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Temporary differences are not provided for relating
to goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor
tax loss, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable
future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount
of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.



A
deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against
which the asset can be utilized. To the extent that the Company does not consider it probable that a future income tax asset will
be recovered, it does not recognize the asset.



37







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|3. | Significant
    Accounting Policies (Cont’d)
|-- | --------------------------------------------



Loss
per share



Basic
loss per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses
the treasury stock method for calculating diluted loss per share. Under this method the dilutive effect on loss per share is recognized
on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that
the proceeds would be used to purchase common shares at the average market price during the period. However, diluted loss per
share is not presented where the effects of various conversions and exercise of options and warrants would be anti-dilutive. Shares
held in escrow, other than where their release is subject to the passage of time, are not included in the calculation of the weighted
average number of common shares outstanding.



Impairment
of assets



The
carrying amount of the Company’s assets (which includes the exploration and evaluation asset) are reviewed at each reporting
date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset
is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount
of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of comprehensive
loss.



The
recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the
current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate
cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit
to which the asset belongs. An impairment loss is only reversed if there is an indication that the impairment loss may no longer
exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher
than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that
have an indefinite useful life are not subject to amortization and are tested annually for impairment.



Financial
instruments



Initial
recognition and measurement



Financial
assets and liabilities are initially recognized at fair value. Financial assets are classified at initial recognition as financial
assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, or available-for-sale financial
assets. The Company does not use any hedging instruments. Financial instruments measured at fair value are classified into one
of three levels in the fair value hierarchy according to the reliability of the inputs used to estimate the fair values. The three
levels of the fair value hierarchy are:



Level
1 - unadjusted quoted prices in active markets for identical assets or liabilities;

Level
2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level
3 - inputs that are not based on observable market data.



At
April 30, 2017 and 2016, all of the financial instruments measured at fair value are included in Level 1.



The
Company’s financial instruments consist of cash, amounts due to related parties, and accounts payable; the fair values of
which are considered to approximate their carrying value due to their short-term maturities or ability of prompt liquidation.



38







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|3. | Significant
    Accounting Policies (Cont’d)
|-- | --------------------------------------------



Financial
instruments (Cont’d)



Subsequentmeasurement



The
subsequent measurement of financial assets depends on their classification. Financial assets at fair value through profit or loss
includes financial assets held-for-trading which represent assets that are acquired for the purpose of selling or repurchasing
in the near term. These financial assets are initially recorded in the statement of financial position at fair value with changes
in fair value recognized in the statement of comprehensive loss.



Loans
and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. After initial
measurement at fair value, such financial assets are subsequently measured at amortized cost using the effective interest rate
method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized in the statement
of comprehensive loss.



Held-to-maturity
investments represent assets to be held until a specific time period and are initially measured at fair value, including transaction
costs. After initial measurement at fair value, such financial assets are subsequently measured at amortized cost using the effective
interest rate method, less impairment. Any amortization of the effective interest rate method and any impairment is recognized
in the statement of comprehensive loss.



Available-for-sale
financial assets are investments in equity instruments that are measured at fair value with gains and losses, net of applicable
taxes, included in other comprehensive income until the asset is removed from the statement of financial position. Once this occurs,
the resultant gains or losses are recognized in comprehensive loss. Any permanent impairment of available-for-sale financial assets
is also included in the statement of comprehensive loss.



Financial
liabilities are initially recorded at fair value and are designated as fair value through profit or loss or other financial liabilities.
Derivative financial liabilities are classified as fair value through profit or loss and are initially recorded in the statement
of financial position at fair value with changes in fair value recognized in finance income or finance cost in the statement of
comprehensive loss. Non-derivative financial liabilities are recorded at amortized cost using the effective interest rate method.
Any amortization of the effective interest rate method is recognized in the statement of comprehensive loss.



Financial
assets, others than those at fair value through profit and loss are assessed for indicators of impairment at each period end.
Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after initial
recognition of the financial asset, the estimated future cash flows of the investment have been impacted. The amount of impairment
loss is recognized in the statement of comprehensive loss. Any subsequent reversals of impairment are also recognized in the statement
of comprehensive income (loss), except for those related to available-for-sale financial assets.



New
standards and interpretations



IFRS
9 – Financial Instruments (“IFRS 9”) was issued by the IASB in July 2014 and will replace IAS 39 – Financial
Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial
asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on
how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics
of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried
forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment
methods in IAS 39. IFRS 9 is adopted May 1, 2018.



Other
new accounting standards and interpretations are either not applicable or not expected to have a significant impact on the Company’s
consolidated financial statements.



39







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|4. | Critical
    Accounting Estimates and Judgments
|-- | -----------------------------------------------



Use
of Estimates



The
preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions about the reported
amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the results of operations. Significant
areas requiring the use of management estimates include determination of accrued liabilities, deferred tax assets and stock-based
compensation. Actual results could differ from the estimates made.



The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the
period in which the estimates are revised if the revision affects only that period or in the period of the revision and further
periods if the review affects both current and future periods.



Use
of judgements



Critical
accounting judgements are accounting policies that have been identified as being complex or involving subjective judgements or
assessments with a significant risk of material adjustment in the next year.



| | (i) | Determination
                                         of functional currency
| | --- | -----------------------------------------------------------------------------



The
Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing
activities, retention of operating cash flows, and frequency of transactions with the reporting entity.



| | (ii) | Valuation
                                         of share-based payments
| | ---- | --------------------------------------------------------------------------



The
Company uses the Black-Scholes Option Pricing Model for valuation of share-based payments. Option pricing models require the input
of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in the input assumptions
can materially affect the fair value estimate and the Company’s earnings and equity reserves.



| | (iii) | Income
                                         taxes
| | ----- | -----------------------------------------------------



In
assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable
income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax
positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives
additional weight to positive and negative evidence that can be objectively verified.



| | (iv) | Going
                                         concern
| | ---- | ------------------------------------------------------



The
assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment.
The directors monitor future cash requirements to assess the Company’s ability to meet these future funding requirements.



40







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|5. | Financial
    Instruments and Risk Management
|-- | ---------------------------------------------



Foreign
exchange risk



The
Company is primarily exposed to currency fluctuations relative to the Canadian dollar through expenditures that are denominated
in US dollars. Also, the Company is exposed to the impact of currency fluctuations on its monetary assets and liabilities.



The
operating results and the financial position of the Company are reported in Canadian dollars. Fluctuations in exchange rates will,
consequently, have an impact upon the reported operations of the Company and may affect the value of the Company’s assets
and liabilities.



The
Company currently does not enter into financial instruments to manage foreign exchange risk.



The
Company is exposed to foreign currency risk through the following financial assets and liabilities that are denominated in United
States dollars:



|April
    30, 2017 |  |  | Accounts
    Payable |  
|------------------ |  |  | -------------------- | -
|                   |  |  |                      | $



At
April 30, 2017 with other variables unchanged, a +/-10% change in exchange rates would increase/decrease pre-tax loss by approximately
+/- $2,805.



Interest
rate and credit risk



As
at April 30, 2017 and 2016, the Company had no cash balance and no interest-bearing debt. The Company has no significant concentrations
of credit risk arising from operations. The Company’s current policy is to invest any significant excess cash in investment-grade
short-term deposit certificates issued by reputable financial institutions with which it keeps its bank accounts and management
believes the risk of loss to be remote. The Company periodically monitors the investments it makes and is satisfied with the credit
ratings of its banks.



Receivables
consist of goods and services tax due from the Federal Government. Management believes that the credit risk concentration with
respect to receivables is remote.



Liquidity
Risk



Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they fall due.The Company manages
liquidity risk through the management of its capital structure and financial leverage as outlined in Note 9.



|6. | Share
    Capital
|-- | -----------------



Authorized



| | Unlimited | Common
    shares without par value                                                                                         
| | --------- | ----------------------------------------------------------------------------------------------------------------------------
| | Unlimited | Preferred
    shares with a $1 par value, redeemable for common shares on the basis of 1 common share for 2 preferred shares
| | Unlimited | Class
    A non-voting shares without par value. Special rights and restrictions apply.                                     



41







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|6. | Share
    Capital (Cont’d)
|-- | --------------------------



Treasury
Shares



At
April 30, 2016, Rand owned 21,742 shares of the Company that had been deducted from the total shares issued and outstanding
as treasury shares. Upon disposition of the Company’s ownership of 51% of Rand on February 17, 2017 the 21,742 ceased
to be recorded as treasury shares.



Stock
Options



The
Company has implemented a stock option plan (the “Plan”) to be administered by the Board of Directors. Pursuant to
the Plan, the Board of Directors has discretion to grant options for up to a maximum of 10% of the issued and outstanding common
shares of the Company at the date the options are granted. The option price under each option shall be not less than the discounted
market price on the grant date. The expiry date of an option shall be set by the Board of Directors at the time the option is
awarded, and shall not be more than five years after the grant date.



All
options granted under the 2000 plan have the following vesting schedule:



| | i)   | Up
    to 25% of the option may be exercised at any time during the term of the option; such initial exercise is referred to as the
    “First Exercise”.                     
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ii)  | The
    second 25% of the option may be exercised at any time after 90 days from the date of First Exercise; such second exercise
    is referred to as the “Second Exercise”.
| | iii) | The
    third 25% of the option may be exercised at any time after 90 days from the date of Second Exercise; such third exercise is
    referred to as the “Third Exercise”.  
| | iv)  | The
    fourth and final 25% of the option may be exercised at any time after 90 days from the date of the Third Exercise.                                                    
| | v)   | The
    options expire 60 months from the date of grant.                                                                                                                      



All
options granted under the 2009 plan have the following vesting schedule:



(i)       no
more than 25% of an option may be exercised during any 90 day period during the term of the option; and



(ii)       each
optionee is restricted from selling more than 25% of the shares that may be acquired upon exercise of an option during any 90
day period.



Options
granted to consultants engaged in investor relations activities will vest in stages over a minimum of 12 months with no more than
25% of the options vesting in any three-month period.



No
options were granted or vested during the years ended April 30, 2017 and 2016.



42







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|6. | Share
    Capital (Cont’d)
|-- | --------------------------



Stock
Options (Cont’d)



The
following is a summary of options activities during the years ended April 30, 2017 and 2016:





|                                  |  |  | Number
    of options |          |   | Weighted
    average exercise price | 
|--------------------------------- |  |  | --------------------- | -------- | - | ----------------------------------- | 
|                                  |  |  |                       |          |   | $                                   | 
|Outstanding
    at April 30, 2015 |  |  |                       | 402,500  |   |                                     | 
|Forfeited                         |  |  |                       | (72,500  | ) |                                     | 
|Expired                           |  |  |                       | (75,000  | ) |                                     | 
|Outstanding
    at April 30, 2016 |  |  |                       | 255,000  |   |                                     | 
|Forfeited                         |  |  |                       | (250,000 | ) |                                     | 
|Outstanding
    at April 30, 2017 |  |  |                       | 5,000    |   |                                     | 



The
following options were outstanding at April 30, 2017:





|Expiry
    Date     |  | Exercise
    price |      |  | Number
        of
        options |  |       | Remaining
        contractual
        life
        (years) | 
|------------------- |  | ------------------ | ---- |  | --------------------------------- |  | ----- | ---------------------------------------------------------- | 
|                    |  | $                  |      |  |                                   |  |       |                                                            | 
|April
    11, 2018  |  |                    | 1.10 |  |                                   |  | 5,000 |                                                            | 
|                    |  |                    |      |  |                                   |  |       |                                                            | 
|Options Outstanding |  |                    |      |  |                                   |  | 5,000 |                                                            | 
|                    |  |                    |      |  |                                   |  |       |                                                            | 
|Options Exercisable |  |                    |      |  |                                   |  | 1,250 |                                                            | 



Share
Purchase Warrants



There
were no warrants activities during the year ended April 30, 2016.



The
following is a summary of warrant activities during the year ended April 30, 2017:



|                                           |  |  | Number
    of warrants |          |   | Weighted
    average exercise price | 
|------------------------------------------ |  |  | ---------------------- | -------- | - | ----------------------------------- | 
|                                           |  |  |                        |          |   | $                                   | 
|Outstanding
    at April 30, 2015 and 2016 |  |  |                        | 990,000  |   |                                     | 
|Expired                                    |  |  |                        | (990,000 | ) |                                     | 
|Outstanding
    at April 30, 2017          |  |  |                        | -        |   |                                     | 



No
warrants were outstanding at April 30, 2017.



43







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|7. | Equity
    Accounted Investees and Related Party Transactions
|-- | -------------------------------------------------------------



REGI



The
Company’s investment in REGI was reduced to $nil as the Company’s share of past losses exceeded the carrying value
of the investment in REGI. Prior to the Company’s ASA effective on February 17, 2017, the Company owned 2,744,700 shares
of REGI’s common stock which were distributed to the Company’s shareholders as dividend in kind during the year ended
April 30, 2017, and Rand owned 588,567 shares of REGI’s common stock. As at April 30, 2017 REGI ceased to be recorded as
an equity accounted investee of the Company.



At
April 30, 2016, the Company was owed an aggregate of $1,456,985 by REGI. The amounts owed are unsecured, non-interest bearing
and due on demand. As the management did not have reasonable expectations for the recovery of this amount, the balance was written
off during the year ended April 30, 2016.



Upon
closing of the ASA, all assets of the Company except GST receivable were transferred from Reg Tech to REGI. In addition, upon
closing of the ASA, REGI settled on behalf of Reg Tech the Company’s accounts payable of $67,800 and balances owed to other
related parties of $124,075, the total settlement of $191,875 was recorded as addition to contributed surplus during the year
ended April 30, 2017.



Minewest



Prior
to the Company’s ASA with REGI, the Company’s investment of 26.10% ownership in Minewest was recorded at $Nil under
equity method. Upon completion of the ASA with REGI Minewest ceased to be recorded as an equity accounted investee of the Company.



Other
related parties



During
the year ended April 30, 2017 REGI made an additional payment of $1,987 on behalf of the Company, which was recorded as due to
REGI as a related party. As at April 30, 2017 the Company had a balance of $1,987 owed to REGI and recorded as due to related
parties.



During
the year ended April 30, 2017, management fees of $50,000 (2016 - $Nil) were accrued and not paid to the sole director and officer
of the Company.



During
the year ended April 30, 2017, rent and utility of $Nil (2016 - $13,950) were incurred with a company controlled by a former director
and officer.



During
the year ended April 30, 2017, management fees of $Nil (2016 - $22,500) were accrued or paid to a company controlled by a former
director and officer.



During
the year ended April 30, 2017, management fees of $Nil (2016 - $5,459) and director fees of $Nil (2016 - $15,000) were accrued
or paid to officers, directors and companies controlled by former officers and directors for services rendered.



All
related party transactions are in the normal course of operations and have been measured at the agreed to amounts, which is the
amount of consideration established and agreed to by the related parties.



44







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016





|7. | Equity Accounted Investees and Related Party
    Transactions (Cont’d)
|-- | ----------------------------------------------------------------------



At
April 30, 2017 and 2016, the Company owed an aggregate of $53,835 and $122,711, respectively to related parties, as follows:





|                               |  | April 30, 2017 |        |  | April 30, 2016 | 
|------------------------------ |  | -------------- | ------ |  | -------------- | 
|                               |  | $              |        |  | $              | 
|KLR Petroleum Inc.             |  |                | -      |  |                | 
|Minewest Silver and Gold Corp. |  |                | -      |  |                | 
|SMR Investments Ltd.           |  |                | -      |  |                | 
|REGI                           |  |                | 1,987  |  |                | 
|Teryl Resources Corp.          |  |                | 1,848  |  |                | 
|Former director and officer    |  |                | -      |  |                | 
|Sole director
    and officer  |  |                | 50,000 |  |                | 
|                               |  |                | 53,835 |  |                | 





|8. | Income
                                         Taxes
|-- | -----------------------------------------------------



Income
tax expense differs from the amount that would result from applying the combined federal and provincial income tax rate to earnings
before income taxes. These differences result from the following items:



|                                                    |  | For
                                         the year ended April 30, 2017 $ |          |   | For
                                         the year ended April 30, 2016 $ | 
|--------------------------------------------------- |  | ---------------------------------------------------------------------------- | -------- | - | ---------------------------------------------------------------------------- | 
|Net loss before income taxes                        |  |                                                                              | (105,762 | ) |                                                                              | 
|Combined federal
    and provincial income tax rate |  |                                                                              | 26.00    | % |                                                                              | 
|Expected income tax recovery                        |  |                                                                              | (27,498  | ) |                                                                              | 
|Increase (decrease) due to:                         |  |                                                                              |          |   |                                                                              | 
|Non-deductible expenses                             |  |                                                                              | -        |   |                                                                              | 
|Current
    and prior tax attributes not recognized |  |                                                                              | 27,498   |   |                                                                              | 
|Income tax expense
    (recovery)                   |  |                                                                              | -        |   |                                                                              | 



The
components of deferred tax assets are as follows:



|                                     |  | 2017 $ |            |   | 2016 $ | 
|------------------------------------ |  | ------ | ---------- | - | ------ | 
|Non-capital and capital
    losses   |  |        | 1,409,429  |   |        | 
|Intangible assets and other          |  |        | -          |   |        | 
|Equipment                            |  |        | -          |   |        | 
|                                     |  |        | 1,409,429  |   |        | 
|Unrecognized
    deferred tax assets |  |        | (1,409,429 | ) |        | 
|Net deferred
    tax assets          |  |        | -          |   |        | 



45







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|8. | Income
    Taxes (Cont’d)
|-- | -------------------------



The
Company has non-capital losses of approximately $4,195,571 that may be available to offset future income for income tax purposes.
These losses expire as follows:



|     |  |  |  |          
|---- |  |  |  | ---------
|     |  |  |  | $        
|2026 |  |  |  | 402,253  
|2027 |  |  |  | 316,606  
|2028 |  |  |  | 432,893  
|2029 |  |  |  | 529,882  
|2030 |  |  |  | 396,986  
|2031 |  |  |  | 412,586  
|2032 |  |  |  | 391,751  
|2033 |  |  |  | 355,773  
|2034 |  |  |  | 280,482  
|2035 |  |  |  | 334,766  
|2036 |  |  |  | 235,831  
|2037 |  |  |  | 105,762  
|     |  |  |  | 4,195,571



At
April 30, 2017, the net amount which would give rise to a deferred income tax asset has not been recognized as it is not probable
that such benefit will be utilized in the future years. The Company is open to examination for tax years 2006 through 2017 due
to the carry back of net operating losses.



|9. | Capital
    Management
|-- | ----------------------



The
Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in
order to maintain the Company’s good standing and to maintain a flexible capital structure for its projects for the benefit
of its stakeholders. As the Company currently does not have a business, its principal source of funds is from the issuance of
common shares.



In
the management of capital, the Company includes the share capital as well as cash and receivables.



The
Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics
of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, acquire or
dispose of assets or adjust the amount of cash and short-term investments.



The
Company expects its capital resources, which include share offering will be sufficient to carry its operations through its current
operating period.



The
Company is not subject to externally imposed capital requirements and there were no changes in its approach to capital management
during the year ended April 30, 2017.



46







Reg
Technologies Inc.

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2017 and 2016



|10. | Subsequent
    Events
|--- | ---------------------



On
July 26, 2018 the Company issued a secured promissory note of $29,950 at interest rate of 1% per month, secured against the Company’s
current and future assets, repayable the earlier of August 31, 2018 and the closing of the next private placement.





On
August 7, August 21 and September 24, 2018 the Company issued secured promissory notes of $2,000, $9,218 and $2,268, at the interest
rate of 1%, 1% and 3% per month, at the cost of $1,000, $3,000 and $Nil, respectively, repayable the earlier of August 31, August
31 and November 30, 2018, respectively and the closing of the next private placement, all secured against the Company’s
current and future assets.



As
at the date of this report, all above promissory notes are outstanding with the promissory notes dated July 26, August 7 and August
21, 2018 in default.



Share
Consolidation



Effective
October 22, 2018, the Company completed a consolidation of its common shares (the “Share Consolidation”) on the basis
of one post-consolidation share for every 10 pre-consolidation common shares. All information in this report is presented on a
post-share consolidation basis, unless otherwise specified.



47







ITEM
19. EXHIBITS



Documents
filed as exhibits to this annual report:



|Number |  | Description                                                                                                                                                                              |  |    
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|       |  |                                                                                                                                                                                          |  |    
|1.1    |  | Articles
    of Incorporation with Bylaws dated October 6, 1982                                                                                                                          |  | (1)
|       |  |                                                                                                                                                                                          |  |    
|1.2    |  | Certificate
    of Name Change and Special Resolution dated February 23, 1993                                                                                                            |  | (1)
|       |  |                                                                                                                                                                                          |  |    
|1.3    |  | Memorandum
    and articles of incorporation amended effective April 5, 2005                                                                                                             |  | (9)
|       |  |                                                                                                                                                                                          |  |    
|2.1    |  | Special
    rights and restrictions attaching to the Common Shares without par value and the Class A non-voting shares without par value.
    Special resolution dated November 25, 1985 |  | (1)





|11.1 |  | Code
    of Ethics                                                                                                                                      |  | (11)
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|     |  |                                                                                                                                                         |  |     
|12.1 |  | Certification
    pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    – CEO |  | (12)
|     |  |                                                                                                                                                         |  |     
|12.2 |  | Certification
    pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    – CFO |  | (12)
|     |  |                                                                                                                                                         |  |     
|13.1 |  | Certification
    pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    – CEO |  | (12)
|     |  |                                                                                                                                                         |  |     
|13.2 |  | Certification
    pursuant to Title 18, United States Code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    – CFO |  | (12)



|1)  | Incorporated
    by reference to the Registrant’s Registration Statement on Form 20-F filed on June 15, 1994 with the US Securities and
    Exchange Commission
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                
|9)  | Incorporated
    by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2006                                          
|    |                                                                                                                                                                
|11) | Incorporated
    by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year ended April 30, 2010 filed on December
    1, 2010            
|    |                                                                                                                                                                
|12) | Exhibits
        filed herewith.                                                                                                                               



48







SIGNATURE
PAGE



The
Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.



|       | REG
    TECHNOLOGIES INC.
|------ | -------------------------
|       |                          
|Dated: | November
    1, 2018     
|       |                          
|       |                          



49