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, 2015
|--- | -----------------------------------------------------------------------------------------------------------------------------------



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)



240-11780
Hammersmith Way

Richmond,
British Columbia V7A 5E9, Canada

(Address
of principal executive offices)



240-11780
Hammersmith Way, Richmond, British Columbia V7A 5E9, Canada

Phone:
604-278-5996 Fax 604-278-3409

(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, 2015
|------------------------------- |  | ---------------------------------
|Common
    Shares, no par value |  | 49,329,670                       



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
[X] No [  ]



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 issuedby the International Accounting Standards Board |  | [  ]
    Other
|------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | --------------



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 [  ] No [X]






















TABLE OF CONTENTS



|         |  | PART
    I                                                     |  |   
|-------- |  | -------------------------------------------------------------- |  | --
|         |  |                                                                |  |   
|ITEM 1.  |  | IDENTITY OF DIRECTORS,
    SENIOR MANAGEMENT AND ADVISORS      |  | 5 
|ITEM 2.  |  | OFFER STATISTICS
    AND EXPECTED TIMETABLE                    |  | 5 
|ITEM 3.  |  | KEY INFORMATION                                                |  | 5 
|A.       |  | SELECTED FINANCIAL
    DATA                                    |  | 5 
|B.       |  | CAPITALIZATION
    AND INDEBTEDNESS                            |  | 6 
|C.       |  | REASON FOR THE
    OFFER AND USE OF PROCEEDS                   |  | 6 
|D.       |  | RISK FACTORS                                                   |  | 6 
|ITEM 4.  |  | INFORMATION ON
    THE COMPANY                                 |  | 12
|A.       |  | HISTORY AND DEVELOPMENT
    OF THE COMPANY                     |  | 12
|B.       |  | BUSINESS OVERVIEW                                              |  | 14
|C.       |  | ORGANIZATIONAL
    STRUCTURE                                   |  | 20
|D.       |  | PROPERTY, PLANTS
    AND EQUIPMENT                             |  | 20
|ITEM 4A. |  | UNRESOLVED STAFF
    COMMENTS                                  |  | 21
|ITEM 5.  |  | OPERATING AND FINANCIAL
    REVIEW AND PROSPECTS               |  | 21
|A.       |  | OPERATING RESULTS                                              |  | 22
|B.       |  | LIQUIDITY AND CAPITAL
    RESOURCES                            |  | 24
|C.       |  | RESEARCH AND DEVELOPMENT,
    PATENTS AND LICENSES, ETC.       |  | 25
|D.       |  | TREND INFORMATION                                              |  | 25
|E.       |  | OFF-BALANCE SHEET
    ARRANGEMENTS                             |  | 26
|F.       |  | TABULAR DISCLOSURE
    OF CONTRACTUAL OBLIGATIONS              |  | 26
|G.       |  | SAFE HARBOR                                                    |  | 26
|ITEM 6   |  | DIRECTORS, SENIOR
    MANAGEMENT AND EMPLOYEES                 |  | 27
|A.       |  | DIRECTORS AND SENIOR
    MANAGEMENT                            |  | 27
|B.       |  | COMPENSATION                                                   |  | 30
|C.       |  | BOARD PRACTICES                                                |  | 33
|D.       |  | EMPLOYEES                                                      |  | 34
|E.       |  | SHARE OWNERSHIP                                                |  | 34
|ITEM 7.  |  | MAJOR SHAREHOLDERS
    AND RELATED PARTY TRANSACTIONS          |  | 35
|A.       |  | MAJOR SHAREHOLDERS                                             |  | 35
|B.       |  | RELATED PARTY TRANSACTIONS                                     |  | 35
|C.       |  | INTERESTS OF EXPERTS
    AND COUNSEL                           |  | 36
|ITEM 8.  |  | FINANCIAL INFORMATION                                          |  | 37
|A.       |  | CONSOLIDATED STATEMENTS
    AND OTHER FINANCIAL INFORMATION    |  | 37
|B.       |  | SIGNIFICANT CHANGES                                            |  | 37
|ITEM 9.  |  | THE OFFER AND LISTING                                          |  | 37
|ITEM 10. |  | ADDITIONAL INFORMATION                                         |  | 39
|A.       |  | SHARE CAPITAL                                                  |  | 39
|B.       |  | MEMORANDUM AND
    ARTICLES OF ASSOCIATION                     |  | 39
|C.       |  | MATERIAL CONTRACTS                                             |  | 39
|D.       |  | EXCHANGE CONTROLS                                              |  | 39
|E.       |  | TAXATION                                                       |  | 40
|F.       |  | DIVIDENDS AND PAYING
    AGENTS                                |  | 41
|G.       |  | STATEMENT BY EXPERTS                                           |  | 41
|H.       |  | DOCUMENTS ON DISPLAY                                           |  | 41
|I.       |  | SUBSIDIARY INFORMATION                                         |  | 42
|ITEM 11. |  | QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK |  | 42
|ITEM 12. |  | DESCRIPTION OF
    SECURITIES OTHER THAN EQUITY SECURITIES     |  | 42



- 2 -







|                   |  | PART II                                                                          |  |   
|------------------ |  | -------------------------------------------------------------------------------- |  | --
|                   |  |                                                                                  |  |   
|ITEM 13.           |  | DEFAULTS, DIVIDEND
    ARREARAGES AND DELINQUENCIES                              |  | 42
|ITEM 14.           |  | MATERIAL MODIFICATIONS
    TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  | 42
|A.                 |  | MATERIAL MODIFICATIONS
    TO THE RIGHTS OF SECURITY HOLDERS                     |  | 42
|B.                 |  | USE OF PROCEEDS                                                                  |  | 42
|ITEM 15.           |  | CONTROLS AND PROCEDURES                                                          |  | 42
|ITEM 16.           |  | [RESERVED]                                                                       |  | 44
|ITEM 16A.          |  | AUDIT COMMITTEE
    FINANCIAL EXPERT                                             |  | 44
|ITEM 16B.          |  | CODE OF ETHICS                                                                   |  | 44
|ITEM 16C.          |  | PRINCIPAL ACCOUNTANT
    FEES AND SERVICES                                       |  | 45
|ITEM 16D.          |  | EXEMPTIONS FROM
    THE LISTING STANDARDS FOR AUDIT COMMITTEES                   |  | 46
|ITEM 16E.          |  | PURCHASES OF EQUITY
    SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       |  | 46
|ITEM 16F.          |  | CHANGE IN REGISTRANTS
    CERTIFYING ACCOUNTANT                                  |  | 46
|ITEM 16G.          |  | CORPORATE GOVERNANCE                                                             |  | 46
|                   |  |                                                                                  |  |   
|                   |  | PART III                                                                         |  |   
|                   |  |                                                                                  |  |   
|ITEM 17.           |  | FINANCIAL STATEMENTS                                                             |  | 47
|ITEM 18.           |  | FINANCIAL STATEMENTS                                                             |  | 47
|ITEM 19.           |  | EXHIBITS                                                                         |  | 48
|                   |  |                                                                                  |  |   
|SIGNATURE
    PAGE |  | 50                                                                              





- 3 -









BUSINESS
OF REG TECHNOLOGIES INC.



Reg
Technologies Inc. (“Reg Tech” or “the Company”) is a development stage company engaged in the business
of developing and building an improved axial vane-type rotary engine known as the RadMax® rotary technology (the “Technology”
or the “Rand Cam Engine”), used in the design of lightweight and high efficiency engines, compressors and pumps. Since
no marketable product has yet been developed, we have not received any revenues from operations.



Our
ongoing operation is dependent upon cash flow from successful operations and equity financing. We have incurred a loss of $994,230
in the year ended April 30, 2015 (2014 -$297,653; 2013 -$696,758). These consolidated financial statements do not include adjustments
that would be necessary should it be determined that we may be unable to continue as a going concern.



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 more
than 50% of its assets are located outside 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.



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.



- 4 -







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, 2015 and 2014, 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, 2015 and April 30, 2014 have been audited by A Chan & Company LLP, Chartered Accountants. The consolidated financial
statements are prepared in accordance with International Financial Reporting Standards (“IFRS”).



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, 2015, US$1.00 was equal to approximately C$1.202. The exchange rates for the past five
fiscal years ended April 30, are presented below.



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 2011, 2012, 2013, 2014 and 2015.



Fiscal
Years Ended April 30



|                                                     |  | 2015 $ |            |   | 2014 $ |  |            | 2013 $ |  |  | 2012 $     |   |  | 2011 $ |           
|---------------------------------------------------- |  | ------ | ---------- | - | ------ |  | ---------- | ------ |  |  | ---------- | - |  | ------ | ----------
|Accounting Standards                                 |  |        | IFRS       |   |        |  | IFRS       |        |  |  | IFRS       |   |  |        | IFRS      
|Net Revenues                                         |  |        | -          |   |        |  | -          |        |  |  | -          |   |  |        | -         
|Loss from continuing operations                      |  |        | (994,230   | ) |        |  | (297,653   | )      |  |  | (696,758   | ) |  |        | (385,880  
|Net loss                                             |  |        | (994,230   | ) |        |  | (297,653   | )      |  |  | (696,758   | ) |  |        | (385,880  
|Loss from continuing operations per share            |  |        | (0.02      | ) |        |  | (0.01      | )      |  |  | (0.02      | ) |  |        | (0.01     
|Current assets                                       |  |        | 1,524,511  |   |        |  | 2,407,093  |        |  |  | 1,494,233  |   |  |        | 1,552,335 
|Total assets                                         |  |        | 1,524,511  |   |        |  | 2,659,180  |        |  |  | 1,783,618  |   |  |        | 1,872,417 
|Working Capital                                      |  |        | 1,381,756  |   |        |  | 2,097,116  |        |  |  | 854,987    |   |  |        | 1,075,173 
|Capital stock (excluding redeemable preferred stock) |  |        | 13,636,565 |   |        |  | 13,636,565 |        |  |  | 12,820,362 |   |  |        | 12,746,997
|Weighted average number of shares                    |  |        | 49,329,670 |   |        |  | 37,134,122 |        |  |  | 35,063,163 |   |  |        | 32,787,710



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.





- 5 -









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 table sets 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.



|                   |  | 2015$ |        |  | 2014$ |  |        | 2013$ |  |  | 2012$  |  |  | 2011$ |       
|------------------ |  | ----- | ------ |  | ----- |  | ------ | ----- |  |  | ------ |  |  | ----- | ------
|Average for Period |  |       | 1.1491 |  |       |  | 1.0597 |       |  |  | 1.0036 |  |  |       | 0.9961



The
high and low exchange rates for each month during the previous six months are as follows:



|                |  | Month
    Ended |       
|--------------- |  | --------------- | ------
|                |  | July
    2015$  |       
|High for Period |  |                 | 1.3003
|                |  |                 |       
|Low for Period  |  |                 | 1.2668



On
April 30, 2015, the exchange rate was CAD$1.2020 for US$1.00. As of August 28, 2015, the exchange rate was CAD$1.3249 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.



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.



- 6 -







RISK
FACTORS RELATED TO OUR BUSINESS AND OPERATIONS



We
are a development stage enterprise.



We
are a development stage enterprise and are subject to all of the attendant business risks associated with a development stage
enterprise, including constraints on financial and personnel resources, lack of established credit facilities, and uncertainties
regarding product development and future revenues. We will continue to be subject to all the risks attendant to a development
stage enterprise for the foreseeable future, including competition, complications and setbacks in the development program, and
the need for additional capital.



We
have reported losses in each year since its inception. At April 30, 2015, we had an accumulated deficit of $24,055,726. Our history
consists almost entirely of development of its products funded entirely from the sale of our Common Stock in the absence of revenues.
We anticipate that it will continue to incur substantial additional operating losses for at least the next 12 months and expects
cumulative losses to increase as our development efforts expand.



Although
we anticipate receiving future revenues fromthe sales of engines or the licensing of our technology or pursuant to a joint
venture, we have received minimal revenues in preparation for licensing or joint venture activities, and there are no assurances
that significant revenues will be derived from this activity in the future. We have received no revenues from sales of any of
the products under development. There can be no assurance as to when or if we will be able to develop significant sources of revenue
or whether our operations will become profitable, even if we are able to commercialize any product. See “Operating and Financial
Review and Prospects,” and Notes to Financial Statements.



We
have no assurance that we will be able to develop a commercially feasible product.



We
have no assurance at this time that a commercially feasible design will ever be perfected, or if it is, that it will become profitable.
Our profitability and survival will depend upon our ability to develop a technically and commercially feasible product which will
be accepted by end users. The Rand Cam Engine which we are developing must be technologically superior or at least equal to other
engines that competitors offer and must have a competitive price/performance ratio to adequately penetrate its potential markets.
If we are not able to achieve this condition or if we do not remain technologically competitive, we may be unprofitable and our
investors could lose their entire investment. There can be no assurance that we or potential licensees will be able to achieve
and maintain end user acceptance of our engine.



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



There
is no assurance that we will be able to secure the financing necessary to continue our development and operations. Our expectations
as to the amount of funds needed for development and the timing of the need for these funds is based on our current operating
plan, which can change as a result of many factors, and we could require additional funding sooner than anticipated. Our cash
needs may vary materially from those now planned because of results of development or changes in the focus and direction of our
development program, competitive and technological advances, results of laboratory and field testing, requirements of regulatory
agencies and other factors.



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.





- 7 -







We
expect to incur significant losses for the foreseeable future.



We
expect to incur significant losses for the foreseeable future and cannot be certain when or if 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.



We
have no assurance that our products will receive market acceptance.



Our
profitability and survival will depend upon our ability to develop a technically and commercially feasible product which will
be accepted by end users. The Rand Cam Engine which we are developing must be technologically superior or at least equal to other
engines which our competitors offer and must have a competitive price/performance ratio to adequately penetrate our potential
markets.A number of rotary engines have been designed over the past 80 years but only one, the Wankel, has been able to
achieve mechanical practicality and any significant market acceptance. If we are not able to achieve this condition or if we do
not remain technologically competitive, we may be unprofitable and our investors could lose their entire investment. There can
be no assurance that we or our potential licensees will be able to achieve and maintain end user acceptance of our engine.



Our
officers lack of experience to manufacture or market our products.



Assuming
we are successful in developing the Rand Cam Engine, we presently have no proven ability either to manufacture or market the engine.
There is no assurance that we will be able to profitably manufacture and market engines.



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 engineering staff, 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 development of the engine. Our present
officers and directors have other full-time positions or part-time employment unrelated to our business. Some officers and directors
will be available to participate in management decisions on a part-time or as-needed basis only. Our management may devote time
to other companies or projects which may compete directly or indirectly with us. We do not have “key man” life insurance
on such officers and currently have no plans to obtain such insurance. See “Management”. Our success also depends
on our ability to attract and retain additional skilled employees.





- 8 -







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.



Several
of our directors and officers are also directors, officers or shareholders of other companies. In particular, Mr. Robertson, and
Mr. Vandeberg are directors and/or officers of both REGI U.S., Inc. and IAS Energy, Inc., each a public company. Additionally,
Mr. Robertson is a director and officer of Linux Gold Corp. and Teryl Resources Corp., each a public natural resource exploration
company that shares office space and administrative staff with our company. Some of our directors and officers are engaged and
will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations
may arise where these directors and officers 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 and outside manufacturing facilities.



Since
our present plans do not provide for a significant technical staff or the establishment of manufacturing facilities, we will be
primarily dependent on others to perform these functions and to provide the requisite expertise and quality control. There is
no assurance that such persons or institutions will be available when needed at affordable prices. It will likely cost more to
have independent companies do research and manufacturing than for us to handle these resources.



Our
business may suffer if we are unable to adequately protect our intellectual property.



Our
business depends on the protection of our intellectual property and may suffer if we are unable to adequately protect our intellectual
property. The success of our business depends on our ability to patent our engine. Currently, we have been granted several U.S.
Patents. We cannot provide assurance that our patents will not be invalidated, circumvented or challenged, that the rights granted
under the patents will give us competitive advantages or that our patent applications will be granted.



Our
engines and planned applications may contain product errors which could adversely affect our operations.



Engines
such as the ones proposed by us and our related planned applications may contain errors or defects, especially when first introduced,
or when new versions are released. Our products may not be free from errors after commercial release has occurred. Any errors
that are discovered after such commercial release could result in loss of revenue or delay in market acceptance, diversion of
development resources, damage to our reputation, increased service and warranty costs and liability claims. Any defects in these
products could adversely affect the operation of and market for our products, reduce revenue, increase costs and damage our reputation.





- 9 -









Our
competition possesses greater technical resources and market recognition than us and there is no assurance that we will be able
to compete effectively with these companies.



While
not a highly competitive business in terms of numbers of competitors, the business of developing engines of a new design and attempting
to either license or produce them is nonetheless difficult because most existing engine producers are large, well financed companies
which are very concerned about maintaining their market position. These companies possess greater technical resources and market
recognition than us, and have management, financial and other resources not yet available to us. Existing engines are likely to
be perceived by many customers as superior or more reliable than any new product until it has been in the marketplace for a period
of time. There is no assurance that we will be able to compete effectively with these companies.



Market
prices for our products may decline in the future, which would have a material adverse effect on our business, financial condition
and results of operations.



We
anticipate that market prices for our main products may decline in the future due to increased competition. We expect significant
competition among local and international companies, including from new entrants, may continue to drive equipment prices lower.
We also expect that there may be increases in promotional spending by companies in our industry which would also contribute to
increasing movement of customers between competitors. Such increased competition and the resulting decline of market prices for
our products would have a material adverse effect on our business, financial condition and results of operations.



New
technology or refinement of existing technology could render our Rand Cam products less attractive or obsolete.



New
technology or refinement of existing technology could render our Rand Cam products less attractive or obsolete. Our success depends
in part upon its ability to anticipate changes in technology and industry standards and to successfully develop and introduce
new and improved engines on a timely basis. There is no assurance that we will be able to do so.



Product
liability claims asserted against us in the future could hurt our business.



Product
liability claims asserted against us in the future could hurt our business. If a customer suffers damage from our products, the
customer could sue us on product liability or related grounds, claim damages for data loss or make other claims. We currently
do not carry product liability insurance. While we have not been sued on product liability grounds to date, a successful product
liability or related claim brought against us could harm our business.



Our
success may be dependent on the timing of new product introductions and lack of market acceptance for our new products.



Our
future success may be dependent on the success of our products and services. The success of our business depends on a variety
of factors, including:



|● | the
    quality and reliability of our products and services;                            
|- | -----------------------------------------------------------------------------------------
|  |                                                                                          
|● | our
    ability to develop new products and services superior to that of our competitors;
|  |                                                                                          
|● | our
    ability to establish licensing relationships and other strategic alliances;      
|  |                                                                                          
|● | our
    pricing policies and the pricing policies of our competitors;                    
|  |                                                                                          
|● | our
    ability to introduce new products and services before our competitors;           
|  |                                                                                          
|● | our
    ability to successfully advertise our products and services; and                 
|  |                                                                                          
|● | general
    economic trends.                                                             





- 10 -







UNCERTAINTIES
AND RISKS RELATING TO COMMON SHARES



There
is only a limited public market for our common shares on the OTC Bulletin Board and the TSX Venture Exchange and those markets
are extremely volatile.



There
is only a limited public market for our common shares on the OTC Bulletin Board (“OTCBB”) and the TSX Venture
Exchange (“TSX.V”), and there is a risk that a broader or more active public trading market for our common
shares will never develop, or be sustained, or that current trading levels will not be sustained.



The
market price for our common shares on the OTCBB and the TSX.V has been and we anticipate will continue to be extremely volatile
and subject to significant price and volume fluctuations in response to a variety of external and internal factors. This is especially
true with respect to emerging companies such as ours. 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 and environment
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, advances in technology or 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
will be subject to the penny stock rules to the extent our stock price on the OTCBB is less than $5.00.



Since
our common shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, trading
in the common shares on the OTCBB is subject, to the extent the market price for the common shares is less than $5.00 per share,
to a number of regulations known as the “penny stock rules”. The penny stock rules require a broker-dealer to deliver
a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current
bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly
account statements showing the market value of each penny stock held in the customer’s account, and to make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement
to the transaction. To the extent these requirements may be applicable they will reduce the level of trading activity in the secondary
market for the common shares and may severely and adversely affect the ability of broker-dealers to sell the common shares.



You
should not expect to receive dividends.



We
intend to retain any 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.





- 11 -









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. We did not consolidate our shares at the time our name was changed.



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. 49,329,670 common shares were issued and outstanding
as of April 30, 2015 and August 31, 2015. There are no Preferred or Class “A” shares currently 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 #240 -11780 Hammersmith Way, Richmond, B.C., V7A 5E9, Canada. Our telephone number is 604-278-5996 and
our fax number is 604-278-3409.



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



On
May 23, 1986, we entered an agreement which was amended October 20, 1986 (“Initial Agreement”) among ourselves,
Rand Cam-Engine Corp. (a private company owned by James L. McCann, the inventor of the Rand Cam Engine, and James L. McCann).
Under the Initial Agreement, we acquired a 40% interest in a company to be formed, by paying $50,000 and agreeing to expend $200,000
on research and development pertaining to the Rand Cam Engine, which utilizes a new type of design for a rotary internal combustion
engine.



The
new company was formed and incorporated in British Columbia in November 1989, as Rand Energy Group Inc. (“Rand Energy”),
which would hold all the rights, agreements and patents to the Rand Cam Engine. We acquired 1,200,000 of the issued and outstanding
shares of Rand Energy Group Inc. while Rand Cam-Engine Corp. acquired 1,800,000 of the issued and outstanding shares.



The
Initial Agreement was superseded by an Energy Group Acquisition Agreement dated March 28, 1990 and a Share Purchase Agreement
dated March 28, 1990, whereby James L. McCann and Rand Cam- Engine Corp. agreed to transfer all rights, title and interest in
and to the Rand Cam Engine to Rand Energy for 1,800,000 common shares of Rand Energy in consideration for certain covenants and
warranties along with the $250,000 expended in accordance with the Initial Agreement. We were allotted 1,200,000 common shares
of Rand Energy.



These
agreements resulted in us owning 40% of the issued and outstanding shares of Rand Technologies Inc., with the balance of 60% being
owned by Rand Cam-Engine Corp. Pursuant to an amalgamation agreement between the shareholders of Rand Technologies Inc. and Rand
Energy, the two companies were amalgamated, effective July 31, 1993. The amalgamated company is called Rand Energy Group Inc.
(“Rand Group”) and retains the same ownership structure.



- 12 -







Under
an agreement dated April 27, 1993, between ourselves, Rand Group, Rand Cam-Engine Corp. and James L. McCann, Rand Cam-Engine Corporation
agreed to sell to us 330,000 shares of Rand Group, representing a further 11% interest in Rand Group. In consideration for a controlling
interest in Rand Group, we agreed to pay Rand Cam-Engine Corporation $50,000 (paid), issue 600,000 shares (expired) of our common
shares and grant a participating royalty to a maximum amount of $10,000,000, (“Participating Royalty”). The
Participating Royalty is to be paid in minimum annual installments of $50,000 per year beginning on the date the first revenues
are derived from the license or sale of the patented technology and after shares are issued per above. As part of the minimum
payment, we are to pay 5% of all net profits from sales, licenses, royalties or income derived from the patented technology.



Pursuant
to an agreement with Brian Cherry (“Cherry Agreement”) dated July 30, 1992 , Rand Group was assigned all right,
title and interest in the Rand Cam Engine for all countries excluding the United States of America. Also under the Cherry Agreement,
REGI U.S., Inc. was assigned from Brian Cherry all right, title and interest in and to the Rand Cam Engine for the United States.
Pursuant to a letter of understanding among our company, REGI U.S., Inc. and Rand Group (collectively called the “Grantors”)
and West Virginia University Research Corporation (“WVURC”), the Grantors have agreed that WVURC shall own
5% of all patented technology and will receive 5% of all net profits from sales, licenses, royalties or income derived from the
patented technology. A 1% net profit royalty will be payable to Brian Cherry on all U.S. based sales.



REGI
U.S., INC.



REGI
U.S., Inc. (“REGI”) was, until April 30, 2008, controlled by Rand Group. REGI was formerly controlled our company
by way of a voting trust arrangement, which was cancelled on April 30, 2008.



Our
direct investment in REGI, together with its 51% ownership in Rand Group, gives us control over approximately 3,378,183 shares
of REGI, with a carrying value of US$Nil as of April 30, 2015. We can sell, through a registered broker, up to 327,779 shares
of REGI U.S., Inc., being 1% of the issued shares, during any 90 day period. During the year ended April 30, 2011, Rand Energy
sold 163,000 REGI share for US$57,050, and Reg Tech sold 295,300 REGI shares for US$73,825. During the years ended April 30, 2012
and 2013 we did not sell any REGI shares. During the year ended April 30, 2014 we sold 44,916 REGI shares. During the year ended
April 30, 2015 we did not sell REGI shares.



At
April 30, 2015, the market value of the REGI shares owned by us and Rand Energy was US$266,661.



REGI
was organized under the laws of the State of Oregon on July 27, 1992 as Sky Technologies, Inc. with its name changed on August
1, 1994. It has a total authorized capital of 100,000,000 common shares. As of April 30, 2015, a total of 32,779,298 shares of
common stock of REGI were issued and outstanding, of which 588,567 are owned by Rand Energy and 2,744,700 shares are owned by
Reg Tech.



Together
with REGI, we are in the business of developing and commercially exploiting an improved axial vane type rotary engine known as
the Rand Cam Engine. The world-wide marketing and intellectual rights, other than the U.S., are held by Rand Energy (our Canadian
subsidiary 51% owned by us) which holds approximately a 1.98% interest in REGI. REGI owns the U.S. marketing and intellectual
rights. Rand Group and REGI have a project cost sharing agreement whereby these companies each fund 50% of the development of
the Technology.



As
at April 30, 2015, REGI owed us $1,318,674 (2014 - $986,825) which will be fully repaid prior to royalty obligation due, and prior
to dividends being paid to the owners of Rand Group.





- 13 -







Minewest
Gold and Silver Inc.



In
July, 2010 we incorporated our 80% owned subsidiary Minewest Gold and Silver Corp. Inc. (“Minewest”), a private
company incorporated in British Columbia for the purpose of acquiring and exploring mineral properties. During the year ended
April 30, 2011, we transferred to Minewest our 100% ownership in our undivided 50% interest subject to a 5% net smelter return
in 33 mining claims (the “Silverknife Property”) in the Tootsee River area of the province of British Columbia for
cash payment of $25,000 and issuance of 8,000,000 common shares of Minewest. Effective December 15, 2010 Minewest purchased 100%
of Rapitan Resources Inc.’s ownership in 25% interest of the Silverknife Property for cash payment of $10,000 and issuance
of 2,0000,000 common shares of Minewest.



Effective
November 17, 2011 Reg Tech obtained court approval for the Plan of Arrangement. On December 14, 2011, Reg Tech declared Minewest
shares as dividend for Reg Tech shareholders on the record date of December 21, 2011, whereby one Minewest shares is to be distributed
for seven Reg Tech shares of holders with a minimum of 100 shares and cash payment to be made to shareholders with fewer than
100 shares. The share distribution and cash payments are subject to Minewest being listed on the CSE (formerly CNSX). As a result
of the dividend declaration, the Company expects to retain approximately 3,287,737 shares of Minewest.



Our
stock trades on the OTC BB under the symbol REGRF.OB and on the TSX.V as RRE.V.



B.
BUSINESS OVERVIEW



Nature
of Our Operations



We
are engaged in the business of developing and building an improved axial vane-type rotary engine used in the design of lightweight
and high efficiency engines, compressors and pumps. We hold the worldwide intellectual and marketing rights to the Rand Cam Engine,
exclusive of the United States, which are held by REGI. REGI owns the U.S. marketing and intellectual rights and has a project
cost sharing agreement, whereby it will fund 50% of the further development of the Rand Cam Engine and we will fund 50%.



Based
upon testing work performed by independent organizations on prototype models, we believe that the Rand Cam Engine holds significant
potential in a number of other applications ranging from small stationary equipment to automobiles and aircraft. In additional
to its potential use as an internal combustion engine, the Rand Cam Engine design is being employed in the development of several
types of compressors, pumps, expanders and other applications.



To
date, several prototypes of the Rand Cam Engine have been tested and additional development and testing work is continuing. We
believe that such development and testing will continue until a commercially feasible design is perfected. There is no assurance
at this time, however, that such a commercially feasible design will ever be perfected, or if it is, that it will become profitable.
If a commercially feasible design is perfected, we do, however, expect to derive revenues from licensing the Technology relating
to the Rand Cam Engine regardless of whether actual commercial production is ever achieved. There is no assurance at this time,
however, that revenues will ever be received from licensing the Technology even if it does prove to be commercially feasible.



We
believe that a large market would exist for a practical rotary engine which could be produced at a competitive price and which
could provide a good combination of fuel efficiency, power density and exhaust emissions.



Based
on the market potential, we believe the Rand Cam Engine is well suited for application to internal combustion engines, pumps,
compressors and expansion engines. The mechanism can be scaled to match virtually any size requirement. This flexibility opens
the door to large markets being developed.





- 14 -







Products
and Projects



RadMaxTM
Pump



The
Company actively pursued the development of the RadMaxTM Pump from early 2007 until March 2008. From September 2007 until
March 2008, the Company worked with an industry partner in the water pump industry. The partner evaluated the Pump as a potential
new product offering as part of its fire engine chemical dispersant product line. The evaluation and test period ended when the
partner had a change in its senior management and their leading advocate left the company. Until there is further interest established
in the RadMaxTM Pump by an end user, no further work is anticipated.



The
Company then focused all of its technical resources on validating the seals for a compressor application, leading towards the
technology incorporation in the RadMaxTM engine.



In
February 2009 the pump was set up in the Company’s Richmond, B.C. laboratory, for demonstration to interested parties. It
is a fully functional prototype capable of pumping twice its internal volume every revolution. Future development would take the
form of customization based on interest from another industry partner. Commercialization requires tooling to significantly reduce
the cost of the pump in a production environment. Until there is further interest established in the RadMaxTM Pump by an
end user, no further work is anticipated.



RadMaxTM
Compressor



The
Company actively pursued the development of high pressure metal seals using the RadMaxTM Compressor from July 2007 until
September 2007. The technical concept of high pressure metal seals was validated in a prototype compressor test bed that was fabricated
from residual hardware. There was no immediate interest by an industry partner to continue a joint development of the RadMaxTM
Compressor. Until there is further interest established in the RadMaxTM Compressor by an end user, no further work will be
conducted.



The
compressor is a fully functional prototype design capable of 48 individual compression events every revolution, which represent
twice its internal volume. Future development would take the form of customization based on interest from another industry partner.
Commercialization requires tooling to significantly reduce the cost of the compressor in a production environment. Until there
is further interest established in the RadMaxTM Compressor by an end user, no further work will be conducted.



Recent
Development



On
May 27, 2014, we announced that the manufacturing of the more durable seals had been completed by TrelleborgAB of Sweden, a leading
supplier of sealing solutions. A test fixture for analyzing the seal performance had been manufactured by Ebco Industries of Richmond,
BC. Paul Porter, our Chief Engineer and a director of the board, had commenced testing and installation of the new seals for the
demonstration engine, prior to the comprehensive testing for emissions, fuel consumption and wear and tear, using both diesel
and natural gas.





- 15 -







On
September 16, 2014 we announced that the RadMaxTM test fixture was completed. Mr. Paul Porter reported:



|● | The
    test fixture had been completed and assembled.                                                                                                                                                             
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                    
|● | Several
    seal combinations had been tested in the fixture.                                                                                                                                                      
|  |                                                                                                                                                                                                                    
|● | The
    fixture would allow the Company to quickly and inexpensively evaluate sealing combinations, vane designs and lubrication and
    cooling methods without risking damage or modifying the current prototype.
|  |                                                                                                                                                                                                                    
|● | With
    the test fixture, we could evaluate wear patterns, seal life and friction created in the combustion chamber.                                                                                              
|  |                                                                                                                                                                                                                    
|● | We
    could locate and quantify potential sealing or wear problems rapidly and cost effectively.                                                                                                                  
|  |                                                                                                                                                                                                                    
|● | The
    test chamber was a major step toward optimizing the performance of the RadMaxTM prototype and all future engine builds.                                                                                     
|  |                                                                                                                                                                                                                    
|● | The
    test fixture could be easily modified to test vanes for use in both smaller and larger engine builds.                                                                                                      



Mr.
Porter stated that the test fixture would be the key to the rapid development of future engine designs. New prototypes could as
a result be designed and tested with greater confidence, lower costs and with greater efficiency.



On
January 8, 2015 we reported that the vane seal installation tool was completed by Ebco Industries during December 2014. The vane
seal installation tool had been tested and performed perfectly, allowing for better seal placement, retention and prevention of
tearing during the vane installation.



Plans
for companies 350 hp RadMaxTM diesel engine were as follows:





|● | The new oil cooler would be tested in the test fixture, along with thevanes.                                                             
|- | -----------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                          
|● | Static and dynamic testing would be performed in the testfixture.                                                                        
|  |                                                                                                                                          
|● | Uponsuccessfulcompletionofthestatictestingadditionaloil,coolerswouldbemanufactured to allow the prototype to be populated in all 24slots.
|  |                                                                                                                                          
|● | Additionaltestingwouldbecompletedforfuelconsumption,emissionsandwearandtear.                                                             





On
March 3, 2015 we reported that based on recent successful testing of the new oil cooler design by Mr. Porter, that it had issued
a purchase order to EBCO Industries for 22 additional oil coolers. This would allow up to 375 hp rotary diesel prototype to be
populated in all 24 slots.



Mr
Porter reported the following:



|● | The
    new oil cooler design was tested in order to verify the new design. The first test results indicated that the vane seals were
    not being torn during installation and the leakage rate appeared to be minimal.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                          
|● | The
    new installation tool worked perfectly and allowed for the insertion and removal of the vanes as many times as were needed
    with no detrimental effects on the vane seal.                                     
|  |                                                                                                                                                                                                                          
|● | The
    seals on the oil cooler performed as desired with no damage observed during the installation and removal of the oil cooler.                                                                                      
|  |                                                                                                                                                                                                                          
|● | The
    seals appeared to be working properly and created a sealed combustion chamber as needed for the engine.                                                                                                          



Additional
tests to commence on diesel engine working model were as follows:



|● | Additional
    static and dynamic testing would be performed in the test fixture to determine the best configuration of all seals. This would
    also give indication of the expected life of the seals.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                          
|● | Additional
    oil coolers were being manufactured to allow the prototype to be populated in all 24 combustion chambers.                                                                                 
|  |                                                                                                                                                                                                          
|● | Development
    of facility requirements to begin dynamometer testing of the prototype.                                                                                                                  





- 16 -







On
April 8, 2015 we reported that the Company has submitted a new U.S. patent application, for approval, to the U.S. patent office.
This new patent will integrate a RadMaxTM generator into the RadMaxTM engine, thus being able to produce electrical
power for use in recharging batteries, putting power into the electrical grid or operating any electrical device.



Paul
Porter, Chief Engineer, stated that the RadMaxTM new integrated system would only need one cooling system and one lubrication
system and would double as the starter motor for the engine. This improvement would enable the hybrid car applications to be smaller,
weigh less, fewer emissions, and greatly reduce the number of required components. It would give the hybrid a greater range and
add the option to allow recharging of batteries on electrically powered automobiles.



In
addition, this would allow the RadMaxTM to be used as a compact and efficient generator set in remote locations, orphaned
gas wells, and backup power systems for cell towers, hospitals, marine and military applications. By using gas as a fuel for the
generator, the electricity could be transported through the electrical grid rather than the pipeline.



On
June 1, 2015 we announced that Paul Porter, our chief mechanical engineer, was preparing test facilities for the 375hp diesel
engine. He would populate the engine with the new seals and prepare it for full spin testing. This phase of testing should be
the final set of tests prior to placing the engine on a dynamometer. The dynamometer testing would allow us to document friction,
fuel efficiency, net horsepower and emissions.



On
July 31, 2015 we announced that a test bench was fabricated by New Concepts, located in Richmond, BC. The purpose of the new test
bench was to allow the full assembly of the prototype on a bench designed to allow the installation of the oil pump, cooling piping
and starter motor. The bench also must carry the weight of the engine and be stable during the spin testing.



Prototype
Assembly:



|● | All
    the new parts required for this engine build have been received and inspected.                                                            
|- | --------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                   
|● | The
    engine was moved to New Concepts and disassembled in order to replace the oil coolers and vanes.                                          
|  |                                                                                                                                                   
|● | All
    old parts were cleaned and inspected for damage.                                                                                          
|  |                                                                                                                                                   
|● | The
    cams have been stripped and then plated to insure all the surfaces are pristine and do not have any wear or damage from prior
    testing.
|  |                                                                                                                                                   
|● | The
    assembly process is underway and all new parts have been installed on the rotors with minimal effort.                                     



Plans:



|● | Complete
    assembly of the prototype.                                                
|- | ---------------------------------------------------------------------------------------
|  |                                                                                        
|● | Install
    the motor and connections needed to perform the spin test.                 
|  |                                                                                        
|● | Purchase
    and install the oil pump and required piping.                             
|  |                                                                                        
|● | Development
    of facility requirements to begin dynamometer testing of the prototype.



Description
of the Markets in Which We Compete



We
currently face and will continue to face competition in the future from established companies engaged in the business of developing,
manufacturing and marketing engines and other products. While not a highly competitive business in terms of numbers of competitors,
the business of developing engines of a new design and attempting to either license or produce them is nonetheless difficult because
most existing engine producers are large, well financed companies which are very concerned about maintaining their market position.
Such competitors are already well established in the market and have substantially greater resources than us. Internal combustion
engines are produced by automobile manufacturers, marine engine manufacturers, heavy equipment manufacturers and specialty aircraft
and industrial engine manufacturers. We expect that our engine would be used mainly in industrial and marine applications.





- 17 -







Except
for the Wankel rotary engine built by Mazda of Japan, no competitor, that we are aware of, presently produces in a commercial
quantity any rotary engine similar to the engines we are developing. The Wankel rotary engine is similar only in that it is a
rotary engine rather than a reciprocating piston engine. Without substantially greater financial resources than is currently available
to us, however, it is very possible that it may not be able to adequately compete in the engine business. One competitor, Rotary
Power International, is presently producing the first production SCORE rotary (Wankel type) engines. Our Rand Cam Engine is more
fuel efficient, smaller, quieter, costs less to produce and will have fewer exhaust emissions.



We
believe that if and when our engine is completely developed, in order to be successful in meeting or overcoming competition which
currently exists or may develop in the future, our engine will need to offer superior performance and/or cost advantages over
existing engines used in various applications.



We
believe strong competition can be expected in the engine market with new patents being taken out on a continuous basis and that
we may have a time advantage over some of the competitive products as far as niche markets which we may enter, however there is
no way to accurately determine or predict whether this situation is or will continue to be true.



The
conventional piston type internal combustion engine is the prime competitor of the Rand Cam Engine. Due to the substantial infrastructure
built up to support the standard combustion engine, substantial barriers to entry exist into this market.



A
number of the new engine designs over the last decade have offered advantages on the thermodynamics front (e.g. more efficient
use of energy through better combustion, better heat transfer, etc.). In the case of the Rand Cam Engine, its strong point it
believed to be in its mechanism, not in its thermodynamics. Whether or not the engine’s mechanism alone will provide the
competitive edge necessary to result in a marketable and successful product is unknown at this time.



Since
we do not have management experience in manufacturing engines, it hopes to be able to follow the same strategy as that of other
companies such as Orbital and Wankel, where it would be licensing its technology and would therefore not be directly engaged in
manufacturing.



An
extensive manufacturing study has not been performed to date and it could turn out that the costs to manufacture are prohibitive
for one or more reasons. However, the computer modeling done can be utilized to generate manufacturing drawings which could be
used to obtain preliminary costing estimates.



The
development of our business and our ability to maintain our competitive and technical position has depended and will depend, in
part, upon our ability to attract and retain qualified scientific, engineering, managerial and manufacturing personnel.



Significant
competition exists from engine manufacturers and engineering firms specializing in the development of internal combustion engines
technology for the automotive, marine, motorcycle and small engine industry. Such competition also exists in the pump and compressor
markets which may utilize the Rand Cam technology in their products. Many of these companies have substantially greater resources
for research, development and manufacturing than us. It is possible that our competitors may succeed in developing technologies
and products that are more effective or commercially acceptable. We believe, based on the testing of the Rand Cam Engine that
the engine is a superior overall engine package to the reciprocating piston engine. This assessment is made on the basis of the
Rand Cam Engine’s potential for reduced engine weight and packaging volume, improved performance, and possibly lower manufacturing
costs.



Technology
development is taking place on many fronts and competitors may have, unknown to us, a product or products under development which
may be technologically superior to ours which may be more acceptable to the market. Competition with engines employing Rand Cam
technology may also include other lean burn engines, electric motors, gas turbine engines, solar power and hybrid vehicles, and
may include concepts not yet known to us.





- 18 -







Seasonality



We
believe that there is no seasonality which affects our products.



Availability
of Raw Materials



Since
we are not in production and there are no plans at this time for us to enter the engine manufacturing business, raw materials
are not of present concern. At this time, however, there does not appear to be any foreseeable problem with obtaining any materials
or components, which may be required in the manufacture of its potential products.



Marketing
Strategy



We
intend to pursue the development of the Rand Cam Engine by entering into licensing and/or joint venture arrangements with other
larger companies, which have the financial resources to maximize the potential of the technology. We have no current plans to
become actively involved in either manufacturing or marketing any engine or other product which it may ultimately develop to the
point of becoming a commercial product.



Our
current objective is to complete and test the Rand Cam Engine. Based on the successful testing, the prototypes will be used for
presentation purposes to potential license and joint venture partners.



We
expect revenue from license agreements with the potential end users based on the success of the design from the compressor, pump,
and diesel engine prototypes. Based on of successful testing of the Rand Cam prototypes, we expect to have joint venture or license
agreements finalized, which would result in royalties to us. However, there is no assurance that the tests will be successful
or that we will ever receive any such royalties.



Dependence
on Certain Commercial Agreements



We
do not have any material agreements upon which we are dependent.



Patents
and Licenses



Patents



Patent
2,496,157 for the RadMaxTM design was granted on June 25, 2013. The term of the patent is for twenty years from the date
of the application on February 8, 2005. The title of the patent is Vane-Type Rotary Apparatus with Split Vanes. U.S. patent 5,429,084
was granted on July 4, 1995, to James McCann, Brian Cherry, Patrick Badgley and four other individuals for various improvements
incorporated in the RC/DC Engine, This patent has been assigned to us. The patent to the original Rand Cam engine, U.S. Patent
4,401,070, was issued on August 30, 1983 to James McCann and the marketing rights are held by Rand Energy.



The
RC/DC Engine is composed basically of a disk shaped rotor with drive shaft, which turns, and the housing or stator, which remains
stationary. The rotor has two or more vanes that are mounted perpendicular to the direction of rotation and slide back and forth
through it. As the rotor turns, the ends of the vanes ride along the insides of the stator housing which have wave-like depressions,
causing the vanes to slide back and forth. In the process of turning and sliding, combustion chambers are formed between the rotor,
stator walls and vanes where the fuel/air mixture is injected, compressed, burned and exhausted.





- 19 -







Two
additional patents have been issued for improvements to the engine including: U.S. Patents 5,509,793 “Rotary Device with
Slidable Vane Supports, issued April 24, 1996 and 5,551,853 “Axial Vane Rotary Device and Sealing System” issued September
3, 1996.



The
worldwide patents cover Canada and several countries in Europe, namely, Germany, France, Great Britain, and Italy.



Royalty
Payments



We
are required to pay Rand Group semi-annually a royalty of 5% of any net profits to be derived by us from revenues received as
a result of our license of the Rand Cam Engine. We are required to pay Brian Cherry a royalty of 1% semi-annually on any net profits
derived by us from revenue received as a result of our licensing the Rand Cam Engine.



Other
provisions of the April 1993 Agreement call for is (a) to pay to Rand Group a continuing royalty of 5% of the net profits derived
from the Technology by us and (b) to pay to Brian Cherry a continuing royalty of 1% of the net profits derived by us from the
Technology.



Pursuant
to the letter of understanding dated December 13, 1993, among us, Rand Group, REGI and WVURC, WVURC will receive 5% of all net
profits from sales, licenses, royalties or income derived from the patented technology relating to the Rand Cam Engine and the
RC/DC Engine.



Material
Effects of Government Regulation



Our
engine products will be subject to various exhaust emissions standards depending upon the application and the country in which
it is produced and/or sold. As each product becomes ready for sale, it will be necessary to have the engine certified according
to the standards in effort at that time.



C.
ORGANIZATIONAL STRUCTURE



As
of the date of this report, we own approximately 26.10% interest in Minewest Silver and Gold Inc., a private British Columbia
company, and a 51% interest in Rand Energy Group Inc., which owns a 1.80% interest in REGI. We also own an 8.37% interest in REGI.



D.
PROPERTY, PLANTS AND EQUIPMENT



We
own no properties. We currently utilize office space in a commercial business park building located in Richmond, British Columbia,
Canada, a suburb of Vancouver, shared by several companies related by common officers and directors.



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.





- 20 -







Source
of Funds for Fiscal 2014 and 2015



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. Although we intend to continue utilizing these sources, there has been no assurance in the past 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 and limited capital, which together raise substantial
doubt about our ability to continue as a going-concern. Management plans in regard to these matters are also described in Note
1. 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 were available to us in the future, on a reasonable financial 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 2016



We
anticipate that our cash requirements for the fiscal year ending April 30, 2016 will remain consistent with those for the fiscal
year ended April 30, 2015.



Anticipated
Changes to Facilities/Employees



We
anticipate there will not be any changes to either facilities or employees in the near future.



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 2014 and
2015.



Overview



We
are 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.



As
a development stage company, we devote most of our activities to establishing our business. Planned principal activities have
not yet produced significant revenues. We have undergone losses to date totaling $24,055,726 and further losses are expected until
we complete a licensing agreement with a manufacturer and reseller. These factors raise substantial doubt about our ability to
continue as a going concern. Our ability to emerge from the development stage with respect to our planned principal business activity
is dependent upon our successful efforts to raise additional equity financing, receive funding from affiliates and controlling
shareholders, and develop a market for our products.





- 21 -







A.
OPERATING RESULTS



Results
of Operations



Fiscal
year ended April 30, 2015 compared to fiscal year ended April 30, 2014



For
the year ended April 30, 2015, we recorded a net and comprehensive loss of $994,230 or $0.02 per share, as compared to a net and
comprehensive loss of $297,653 or $0.01 per share for the year ended April 30, 2014.



We
have generated no revenue from our operations. We have incurred operating expenses and operating loss of $275,016 for the year
ended April 30, 2015 (2014 - $368,709).



|● | During
    2014 we repaid a convertible loan of $20,000 and recorded interest expense of 1,600; during 2015 we did not have such loans
    and did not incur interest expense.                                                                                                                                                                                                          
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | Shareholder
    communication expenses decreased from $23,590 in 2014 to $17,442 in 2015, as in 2015 we relied more on our in-house services;                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | Consulting
    fees decreased from $4,400 in 2014 to $nil in 2015 as we did not need to engage external consulting service in 2015;                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | office
    expenses increased from $21,827 in 2014 to $46,904 in 2015, office rent and utility expense increased from $5,903 in 2014
    to $15,034 in 2015, wages and benefits increased from $10,610 in 2014 to $34,343 in 2015, and management fees increased from
    $45,981 in 2014 to $72,315 in 2015, because in 2014 we were able to share these services with other companies.
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | professional
    fees decreased from $53,830 in 2014 to $34,238 in 2015, because we further streamlined our accounting process and incurred
    lower securities related legal expenses in 2015.                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | Travel
    and promotion expense significantly decreased from $10,801 in 2014 to $909 in 2015 as in 2014 we travelled to meet with investors;                                                                                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | Transfer
    agent and filing fees slightly increased from $28,327 in 2014 to $32,634 in 2015 as a result of increase in related activities
    in 2015;                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | Research
    and development expenses increased from $47,668 in 2014 to $58,402 in 2015 as required by our research work on our technology;                                                                                                                                                                                                                                             
|  |                                                                                                                                                                                                                                                                                                                                                                                         
|● | In
    2015 we recorded stock based compensation of $26,783 for 25% of the 1,175,000 options granted and vested in the year, increased
    from $6,503 in 2014 for 25% of the 300,000 options granted and vested in 2014.                                                                                                                                                               



In
2014 we recorded loss of $15,298 for equity pick up of our 26.10% equity interest in Minewest. In 2015 the loss was increased
to $77,119 as the result of our impairment test of our shares in Minewest.



In
2014 we recorded gain on sale of 44,916 REGI shares of $6,737; in 2015 we did not have such sales or gain or loss from such sales.



In
2014 we recorded gain on debt settlement of $79,617 for the difference between the fair value and settlement value of the 3,230,877
shares issued to settle debt of $365,705. 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 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 2014 we did no record such impairment or write-off.





- 22 -







Fiscal
year ended April 30, 2014 compared to fiscal year ended April 30, 2013



For
the year ended April 30, 2014, we had a net and comprehensive loss of $297,653 or $0.01 per share, as compared to a net and comprehensive
loss of $696,758 or $0.02 per share for the year ended April 30, 2013.



We
have generated no revenue from our operations. We have incurred a loss of $297,653 in the year ended April 30, 2014 (2013 - $696,758).



|● | During
    2014 we repaid a convertible loan of $20,000 and recorded interest expense of 1,600 and $1,959 in 2013 on the same loan.                                                                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|● | Shareholder
    communication expenses decreased from $33,914 in 2013 to $23,590 in 2014, as in 2014 we relied more on our in-house services;                                                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|● | Consulting
    fees decreased from $18,050 in 2013 to $4,400 in 2014; office expenses decreased from $25,360 to $21,827 from 2013 to 2014;
    office rent and utility expense increased slightly from $5,483 in 2013 to $5,903 in 2014; professional fees decreased from
    $69,228 in 2013 to $53,830 in 2014; wages and benefits decreased from $12,074 in 2013 to $10,610 in 2014. All resulted from
    our continued efforts to streamline our operations;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|● | Travel
    and promotion expense increased from 1,025 in 2013 to $10,801 in 2014 as we travelled overseas to visit our investors;                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|● | Transfer
    agent and filing fees slightly decreased from $33,887 in 2013 to $28,327 in 2014 as a result of decrease in related activities
    in 2014;                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|● | Research
    and development expenses decreased substantially from $121,081 in 2013 to $47,668 in 2014, a result of different phase of
    developing our Rand Engine technologies in 2014;                                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|● | In
    2014 we recorded stock based compensation of $6,503 for 25% of the 300,000 options granted and vested, decreased from $48,700
    in 2013 for 25% of the 1,850,000 options granted and vested;                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|● | Management
    and director fees were consistent at $45,998 for 2014 and $46,751 in 2013.                                                                                                                                                                                                                                                                                                                                                                        



We
recorded a net gain of $9,315 in 2013 on expiration and modification of warrants issued for purchase of our REGI shares. We did
not have such transaction in 2014.



In
2013 we recorded loss of $30,697 for equity pick up of our 26.10% equity interest in Minewest. In 2014 the loss in this equity
investment was reduced to $15,298.



In
2014 we recorded gain on sale of 44,916 REGI shares of $6,737; in 2013 we did not have such sales.



In
2014 we recorded gain on debt settlement of $79,617 for the difference between the fair value and settlement value of the 3,230,877
shares issued to settle debt of $365,705. We did not have such debt settlement in 2013.



Fiscal
year ended April 30, 2013 compared to fiscal year ended April 30, 2012



For
the year ended April 30, 2013, we had a net and comprehensive loss of $696,758 or $0.02 per share, as compared to a net and comprehensive
loss of $385,880 or $0.01 per share for the year ended April 30, 2012.



We
have generated no revenue from our operations. We have incurred a loss of $696,758 in the year ended April 30, 2013 (2012 - $385,880).





- 23 -







|● | During
    2012 and 2013 we had a convertible loan of $20,000 and recorded interest expense of $1,856 in 2012 and $1,959 in 2013 on the
    same loan.                                                                                                                                                                                                                                                                                                                        
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Shareholder
    communication expenses decreased from $57,123 in 2012 to $33,914 in 2013, as in 2013 we incurred costs on preparing and disseminating
    information related to our spin off of Silverknife property and our subsidiary Minewest;                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Consulting
    fees increased from $15,919 in 2012 to $18,050 in 2013, as we engaged services on market solutions during 2013;                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Office
    expenses decreased from $29,559 to $25,360 from 2012 to 2013; office rent decreased from $6,871 in 2012 to $5,483 in 2013;
    Professional fees decreased from $73,316 in 2012 to $69,228 in 2013, travel and promotion decreased from 3,446 in 2012 to
    $1,025 in 2013, wages and benefits decreased from $19,891 in 2012 to $12,074 in 2013, all due to our continuing effort to
    streamline our operations and share costs with our associated companies;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Transfer
    agent and filing fees slightly decreased $34,804 in 2012 to $33,887 in 2013;                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Research
    and development expenses increased from $113,554 in 2012 to $121,081 in 2013, as we entered into a different phase of developing
    our Rand Engine technologies;                                                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | In
    2013 we had stock based compensation for options granted of $48,700; in 2012 we did not grant options or had any options vest;                                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|● | Management
    and director fees decreased from $75,072 in 2012 to $46,751 in 2013, as in 2012 we consolidated such fees provided for our
    subsidiary Minewest until November 18, 2011 when we ceased to have control of Minewest.                                                                                                                                                                                                                                         



We
recorded a net gain of $20,923 in 2012 and $9,315 in 2013 on expiration and modification of warrants issued for purchase of our
REGI shares, due to the fact that most of the warrants issued in 2010 expired in 2011.



Unrealized
gain on our warrants for issued for our REGI shares were recorded at $5,679 in 2012 and $nil in 2013. The calculations were using
Black Scholes model which is dependent on our stock performances and the market condition.



In
2012 we recorded loss of $8,718 for equity pick up of our investment in Minewest for the period from November 18, 2011 to April
30 2012, and gain on our investment in Minewest of $80,295 which resulted from loss of Minewest from its inception to Nov 17,
2011 when we ceased to have control of Minewest. In 2013 we recorded loss of $30,697 in equity investment.



B.
LIQUIDITY AND CAPITAL RESOURCES



Liquidity



Fiscal
year ended April 30, 2015



As
of April 30, 2015 we had a cash and cash equivalent position of $175,254 compared to $941,914 as at April 30, 2014, representing
a decrease of $766,660. As at April 30, 2015 we had a working capital of $1,381,756, compared to a working capital of $2,097,116
as at April 30, 2014.



During
the year ended April 30, 2014, we raised $1,188,000 from issuance of 9,900,000 units of private placement. During the year ended
April 30, 2015 we did not raise funds from our financing activities.



As
at April 30, 2015, we were owed $1,318,674 (April 30, 2014 - $986,825) by REGI. REGI and the Company is each responsible for 50%
of the costs for RadMax Engine research and development and related administrative support.





- 24 -









Capital
Resources



We
are still in the development stage of our business and expect to continue with research and development activities and mineral
exploration activities for the near future. We do not expect to generate significant revenues in the near future and will have
to continue to rely upon the sale of equity securities to raise capital or shareholder loans. Fluctuations in our share price
may affect our ability to obtain future financing and the rate of dilution to existing shareholders.



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, and to continue with our research and development activities. 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.



We
estimate that we will require approximately $250,000 to fund our general and administrative expenses for the next twelve months.
We will also require approximately $250,000 to fund our share of the costs for the Rand Cam Engine, being the master design integrator,
prototype fabrication and labour expense. We do not currently have sufficient working capital to carry out our current operations.
In order to continue, we will need to raise funds by way of an equity financing. 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. There is no guarantee that we will be successful in arranging financing
on acceptable terms. To a significant extent, our ability to raise capital is affected by trends and uncertainties beyond our
control. Our ability to attain our business objectives may be significantly impaired if the Technology cannot be commercialized.



Our
objectives when managing capital are to safeguard our ability to continue as a going concern in order to pursue the development
of the Technology and to maintain a flexible capital structure for our projects for the benefit of our stakeholders. As we are
not earning any revenues from operations, our principal source of funds is from the issuance of common shares.



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



The
basic research and development work on the Rand Cam Engine is being coordinated and funded by our company and REGI as to 50% each.



We
plan to contract with outside individuals, institutions and companies to perform most of the additional research and development
work which we may require to benefit from our rights to the Rand Cam Engine.



During
the last two fiscal years, we spent $58,402 and $47,668 on research and development in fiscal 2015 and 2014 respectively.



D.
TREND INFORMATION



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





- 25 -







E. OFF-BALANCE SHEET ARRANGEMENTS



There
are no known significant off-balance sheet arrangements other than those disclosed in this Form 20-F and in our audited consolidated
financial statements for the year ended April 30, 2014.



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 1year |  | 1-3
    years |  | 3-5
    years |  | More
    than 5years
|------------------------------------------------------------------------------ |  | ----- |  | ------------------- |  | ------------- |  | ------------- |  | --------------------
|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.



- 26 -









ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



A.
DIRECTORS AND SENIOR MANAGEMENT



As
of April 30, 2015, our Board of Directors consisted of five directors, three of whom are independent non-executive directors.
The following table provides certain information about the members of our Board of Directors as of April 30, 2015.



|Name                    |  | Position
    with Registrant          |  | Office
    Held Since
|----------------------- |  | ------------------------------------- |  | ---------------------
|John G. Robertson       |  | President, Secretary
    and Director |  | 1982                 
|Susanne Robertson
    * |  | Director                              |  | 1984                 
|Suzan El-Khatib
    *   |  | Director                              |  | 2011                 
|Jina Liu *              |  | Director                              |  | 2014                 
|Shaojun Zhang           |  | Director                              |  | 2015                 



*
Indicates member of the Audit Committee.



Mr.
James Vandeberg resigned as a director effective April 30, 2014, replaced by Mr. Shaojun Zhang on May 1, 2014.



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.



John
G. Robertson. Since October 1982, Mr. Robertson has been President and a director of the Company. He is also the Chairman
of the Board, founder and a director of Linux Gold Corp. since its inception. Mr. Robertson has been the Chairman, President and
Chief Executive Officer of REGI since July 1992. Mr. Robertson has been the President and a director of IAS Energy, Inc. (OTC
Pink Sheets “IASCA.PK”) since its formation in December 1994 in the state of Oregon. Mr. Robertson is also the President
and founder of Teryl Resources Corp. (TSX.V: TRC) (OTCBB: TRYLF), a British Columbia company involved in mineral exploration.
Since May 1977, Mr. Robertson has been President and a member of the Board of Directors of SMR Investments Ltd., a private British
Columbia corporation engaged in the management of public companies. Mr. Robertson is also President and a director of the following
private companies: JGR Petroleum, Inc. (since July, 1991), Access Information Services, Ltd. (since September, 1993), 394754 B.C.
Ltd., dba SOVO Computer Centre (since October 1990), Pavlik Travel Services Ltd. (since November 2000), International Diamond
Syndicate Ltd. (since May 1993), KLR Enterprises Inc. (since 1999), Rainbow Networks Inc. (since 2000), Rand Energy Group Inc.
(since 1993), 540330 B.C Ltd. (since April 1997), and Minewest Silver and Gold Inc. (since 2010).



Susanne
M. Robertson. Mrs. Robertson has been a director of our company since 1984 and is also the spouse of John Robertson, our President.
She has been active in the management of our company since incorporation. She is also a director of Linux Gold Corp. Minewest
Silver and Gold Inc. and Teryl Resources Corp., and is the principal shareholder of SMR Investments Ltd.



Suzan
El-Khatib. Ms. El-Khatib has been a director since April, 2011. Ms. El-Khatib began her career at Bull, Housser Tupper LLP
and moved on to a boutique firm before joining Wiebe Douvelos Wittmann LLP. She advises and acts for both individual and corporate
clients on a broad variety of matters including corporate governance and commercial litigation. Ms. El-Khatib has experience as
a corporate solicitor and as a litigator, appearing at all levels of court. She is a current member of the Law Society of British
Columbia, the Canadian Bar Association, and the Trial Lawyers Association of British Columbia. Ms. El-Khatib has been a director
of Teryl Resources Corp. and Linux Gold Corp. since April, 2011.



- 27 -







Jina
Liu. Ms. Liu was appointed as a director of the Company on March 27, 2014. She is currently the President of Canada-China
Federation of Entrepreneurs. Canada-China Federation of Entrepreneurs is mainly focused on building bridges for cooperation and
communication for both Chinese and Canadian entrepreneurs, contributing to the promotion of Canada-China economic cooperation
and development. Previously, Ms. Liu served as the Executive President of SinoCann Entrepreneurs Association, the Vice President
of Canada China Environmental Technology Development Association, and the Honorary President of Canada & China Association
of Educators.



Mr.
Shaojun Zhang. Mr. Zhang was appointed as a director of the Company on May 1, 2014. Mr. Zhang has been the Chairman of China
Zhongling Hangke New Energy Group Limited (“Zhongling”) since February 2012. Zhongling is
an organization engaged inresearch and development of new energy solutions.Prior thereto, Mr. Zhang was the CEO of the Natural Brand Strategy Network, based in Beijing, China, from January 2007.
From January 2003 to January 2007, Mr. Zhang was the President of Jun Xin Mining Group based in Guangxi, China.



The
directors have served in their respective capacities since their election and/or appointment and will serve until the next annual
meeting of shareholders or until a successor is duly elected, unless the office is vacated in accordance with our Articles.



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



Cease
Trade Orders



On
December 6, 2011 the BCSC issued a CTO against Teryl Resources Corp. (“Teryl”), a company with related directors
and officers, for failure to file its interim unaudited financial statements and related MD&A. The CTO was revoked on December
12, 2012 following the filing of its interim financial statements and related MD&A. Additionally, Teryl received notification
from the TSX Venture Exchange (“TSX.V”) that it had suspended trading in Teryl’s shares as a result of
the CTO. The TSX.V concluded its reinstatement review to ensure Teryl had satisfactorily complied with its requirements and reinstated
Teryl’s shares for trading on January 27, 2012.



On
September 4, 2009, the British Columbia Securities Commission (“BCSC”) issued a cease trade order against us
for failure to file our annual audited financial statements and related Management’s Discussion & Analysis (“MD&A”).
We filed the required documents on SEDAR on September 11, 2009, to comply with the requirements to rectify the continuous disclosure
deficiencies and the cease trade order was revoked by the BCSC on September 15, 2009.



On
September 4, 2009, the BCSC issued a cease trade order against IAS Energy, Inc. (“IAS”), a company with related
directors and officers, for failure to file its annual audited financial statements and related MD&A. The cease trade order
was revoked on September 16, 2009 following filing of its annual financial statements and related MD&A. On October 2, 2009,
a cease trade order was issued by the BCSC against IAS for failure to file its interim unaudited financial statements for the
three months ended July 31, 2009. The cease trade order was revoked on November 30, 2009 following filing of its annual financial
statements and related MD&A. On January 1, 2010, a cease trade order was issued by the BCSC against IAS for failure to file
its interim unaudited financial statements for the six months ended October 31, 2009. The cease trade order was revoked on January
18, 2010 following filing of its interim financial statements and related MD&A. On September 7, 2010, the BCSC issued a cease
trade order against IAS for failure to file its annual audited financial statements and related MD&A. The cease trade order
was revoked on October 8, 2010 following filing of its annual financial statements and related MD&A.



- 28 -







On
September 9, 2008, the BCSC issued a cease trade order against us for failure to file our annual audited financial statements
and related MD&A. We filed the required documents on SEDAR on September 22, 2008, to comply with the requirements to rectify
the continuous disclosure deficiencies and the cease trade order was revoked by the BCSC on September 24, 2008.



On
December 3, 2007, the BCSC issued a cease trade order against Linux Gold Corp. (“Linux”), a company with related
directors and officers, for failure to file a technical report and non-compliant disclosure. The BCSC staff found that the technical
report filed on SEDAR on February 22, 2006 was not prepared by a qualified person. The BCSC also found that Linux’s disclosure
in the offering memorandum dated April 5, 2007 did not disclose repayment of debt to related parties. Linux filed the required
documents on SEDAR to comply with the requirements to rectify the continuous disclosure deficiencies and the cease trade order
was revoked by the BCSC on February 8, 2008.



Other
than the disclosed above, to our knowledge, no proposed director is, or has, within the 10 years before the date of this Information
Circular, been a director or executive office of any company that, while that person was acting in that capacity:



|(a) | was
    the subject of a cease trade order or similar order or an order that denied relevant company access to any exemptions under
    securities legislation, for a period of more than 30 consecutive days; or                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                      
|(b) | was
    subject to an event that resulted, after the director or executive officer ceased to be a director or executive officers,
    in the company being the subject of a cease trade or similar order that denied the relevant company access to any exemption
    under securities legislation, for a period of more than 30 consecutive days; or
|    |                                                                                                                                                                                                                                                                                                                                                      
|(c) | within
    a year of that person ceasing to act in that capacity, became bankrupt, make a proposal under any legislation relating to
    bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors or had
    a receiver, receiver manager or trustee appointed to hold its assets.        



Penalties
or Sanctions



No
director or officer of our company is or has, within the past ten years:



|(a) | been
    subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or Canadian securities
    regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority, or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                             
|(b) | been
    subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important
    to a reasonable investor making an investment decision.                                                      



Individual
Bankruptcies



No
director or officer of our company is or has, within the preceding 10 years, become bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors
or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.



There
is a family relationship between two of our directors. John Robertson and Susanne Robertson are spouses. 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.



- 29 -







B.
COMPENSATION



During
the financial year ended April 30, 2015, we had two Named Executive Officer (“NEO”) being John Robertson, Chief
Executive Officer (“CEO”) and President and James Vandeberg, Chief Financial Officer.



“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.



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,
to encourage executives to further our development and our operations, and to motivate top quality and experienced executives.
The key elements of our executive compensation program are: (i) base salary; (ii) potential annual incentive award; and (iii)
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.



- 30 -







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, 2015, 2014 and 2013. Amounts reported in the table below are in Canadian dollars, the currency that we use
in our financial statements.





|                                                        |  |                                |  |                             |  |                             |  |                                  |  | Non-equity incentive        |  |                             |  |                             |  |                                                                  
|------------------------------------------------------- |  | ------------------------------ |  | --------------------------- |  | --------------------------- |  | -------------------------------- |  | --------------------------- |  | --------------------------- |  | --------------------------- |  | -----------------------------------------------------------------
|                                                        |  |                                |  |                             |  |                             |  |                                  |  | plan compensation           |  |                             |  |                             |  |                                                                  
|                                                        |  |                                |  |                             |  |                             |  |                                  |  | ($)                         |  |                             |  |                             |  |                                                                  
|Name
    and Principal Position                         |  | YearEndedApril 30              |  | Salary
    ($)              |  | Share-basedAwards($)        |  | Option-BasedAwards($) (6)        |  | Annualincentiveplans($)     |  | Long-termincentiveplans($)  |  | Pensionvalue($)             |  | All
                                         otherCompensation($)
|John
        G Robertson,
        CEO
        (1)(2)(3) |  | 2015
        2014
        2013 |  | Nil
        Nil
        Nil |  | Nil
        Nil
        Nil |  | Nil
        2,168
        22,376 |  | Nil
        Nil
        Nil |  | Nil
        Nil
        Nil |  | Nil
        Nil
        Nil |  | 30,000
        30,000
        30,000                             
|                                                        |  |                                |  |                             |  |                             |  |                                  |  |                             |  |                             |  |                             |  |                                                                  
|James Vandeberg,CFO (4)(5)                              |  | 2015
        2014
        2013 |  | Nil
        Nil
        Nil |  | Nil
        Nil
        Nil |  | Nil
        1,084
        1,316  |  | Nil
        Nil
        Nil |  | Nil
        Nil
        Nil |  | Nil
        Nil
        Nil |  | Nil
        Nil
        Nil                                      



|(1) | Mr.
                                         Robertson is also a director of the Company and received annual compensation of $31,000
                                         in that capacity in 2015.                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Mr.
                                         Robertson is a director of SMR Investments Ltd., which accrued $2,500 per month in 2013
                                         and 2014; and was paid or accrued $2,500 per month for management services provided for
                                         the Company in 2015.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Mr.
                                         Robertson’s option-based awards granted during 2014 consisted of 100,000 stock
                                         options granted on August 21, 2014 at an exercise price of $0.10; his option-based awards
                                         granted during 2013 consisted of 850,000 stock options granted on April 11, 2013 at an
                                         exercise price of $0.11.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | Mr.
                                         Vandeberg was also a director of the Company until April 30, 2014, but did not receive
                                         any compensation in that capacity.                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(5) | Mr.
                                         Vandeberg’s option-based awards granted during 2014 consisted of 50,000 stock options
                                         granted on August 21, 2014 at an exercise price of $0.10; his option-based awards granted
                                         during 2013 consisted of 50,000 stock options granted on April 11, 2013 at an exercise
                                         price of $0.11.  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(6) | The
                                         valuation of the fair value of the options at the time of the grant is based on the Black
                                         Scholes model and includes the following assumptions: weighted average risk free rate,
                                         weighted average expected life, expected volatility and dividend yield.                                                                         



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.



Pursuant
to a management agreement dated May 1, 1996, we engaged SMR Investments Ltd. (“SMR”) to provide services to us. SMR
is a private company controlled by Susanne Robertson, a director and the spouse of our President. Our President is also a director
and officer of SMR. SMR provides management services for a monthly fee of $2,500. These services consist of general management
services. The agreement may be terminated by the mutual consent of the parties.



- 31 -







Incentive
Plan Awards



Outstanding
Option-Based Awards and Share-Based Awards



The
following table sets out all stock option-based awards granted to the NEOs and outstanding at the end of the most recently completed
financial year ended April 30, 2015.



|                   |         | Option-based
    Awards                                                                     |      | Stock-based
    Awards
|------------------ | ------- | ------------------------------------------------------------------------------------------- | ---- | ----------------------
|Name               |         | Number
                                         ofsecuritiesunderlyingunexercisedoptions(#) |      | Optionexerciseprice($)
|John
    Robertson |         | 100,000                                                                                     |      | 0.10                  
|                   | 850,000 |                                                                                             | 0.11 |                       
|                   | 750,000 |                                                                                             | 0.14 |                       
|                   |         |                                                                                             |      |                       
|James Vandeberg    |         | 50,000                                                                                      |      | 0.10                  
|                   | 50,000  |                                                                                             | 0.11 |                       



(1)The closing price of our shares on the TSX Venture Exchange (“TSX.V”) on April 30, 2015 was $0.06.



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 during our most recently
completed financial year or current financial year 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 most recently completed fiscal year ended April 30, 2015:



|(a) | no
    compensation of any kind was accrued, owing or paid to any of our directors for acting in their capacity as such;                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                    
|(b) | no
    arrangements of any kind existed with respect to the payment of compensation of any kind to any of our directors for acting
    in their capacity as such;                                                                  
|    |                                                                                                                                                                                                                                    
|(c) | 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;                                                                  
|    |                                                                                                                                                                                                                                    
|(d) | 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.



- 32 -







Outstanding
Share-Based Awards and Option-Based Awards



The
following table sets out all stock option-based awards granted to the directors that were outstanding at the end of the most recently
completed financial year ended April 30, 2015.



|                      |  | Option-based
    Awards                                                                     |  | Stock-based
    Awards
|--------------------- |  | ------------------------------------------------------------------------------------------- |  | ----------------------
|Name                  |  | Number
                                         ofsecuritiesunderlyingunexercisedoptions(#) |  | Optionexerciseprice($)
|Susanne
    Robertson |  | 250,000
        250,000                                                                     |  | 0.11
        0.10     
|                      |  |                                                                                             |  |                       
|Suzan
    El-Khatib   |  | 50,000                                                                                      |  | 0.11                  
|                      |  |                                                                                             |  |                       
|Shaojun
    Zhang     |  | 500,000                                                                                     |  | 0.10                  
|                      |  |                                                                                             |  |                       
|Jina
    Liu          |  | 200,000                                                                                     |  | 0.10                  



(1)
The closing price of our common shares on the TSX.V on April 30, 2015 was $0.06.



Incentive
Plan Awards – Value Vested or Earned During the Year



The following
table sets out the value vested or earned by our non-executive directors during the financial year ended April 30, 2015.



|Name                     |  | Option-Based
                                         Awards – ValueVested During the Year($)(4) |  | Share-Based
                                         Awards – ValueVested During the Year
        ($) |  | Non-Equity
                                         Incentive PlanCompensation – Value EarnedDuring the Year
        ($)
|------------------------ |  | ------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------
|Susanne
    Robertson(1) |  | 5,699                                                                                            |  | Nil                                                                                                   |  | Nil                                                                                                                     
|                         |  |                                                                                                  |  |                                                                                                       |  |                                                                                                                         
|Suzan
    El-Khatib      |  | Nil                                                                                              |  | Nil                                                                                                   |  | Nil                                                                                                                     
|                         |  |                                                                                                  |  |                                                                                                       |  |                                                                                                                         
|Jina
    Liu(2)          |  | 4,559                                                                                            |  | Nil                                                                                                   |  | Nil                                                                                                                     
|                         |  |                                                                                                  |  |                                                                                                       |  |                                                                                                                         
|Shaojun
    Zhang(3)     |  | 11,397                                                                                           |  | Nil                                                                                                   |  | Nil                                                                                                                     



|(1) | Mrs.
                                         Robertson’s option-based awards granted during 2015 consisted of 250,000 stock
                                         options granted on July 10, 2015 at an exercise price of $0.10.                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | Ms.
                                         Liu’s option-based awards granted during 2015 consisted of 200,000 stock options
                                         granted on July 10, 2015 at an exercise price of $0.10.                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | Mr.
                                         Zhang’s option-based awards granted during 2015 consisted of 500,000 stock options
                                         granted on July 10, 2015 at an exercise price of $0.10.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                        
|(4) | The
                                         valuation of the fair value of the options at the time of the grant is based on the Black
                                         Scholes model and includes the following assumptions: weighted average risk free rate,
                                         weighted average expected life, expected volatility and dividend yield.



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 or our subsidiaries, other than routine indebtedness, at any time since the beginning of our the last completed financial year.



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. Our Board of Directors established an Audit Committee, which
members consist of James Vandeberg, Susanne Robertson and Suzan El-Khatib.



- 33 -







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.



Audit
Committee



As
of the date of this annual report, the members of our Audit Committee are Jina Liu, Susanne Robertson and Suzan El-Khatib.



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



As
of April 30, 2015, we did not have any direct employees. Our legal, accounting, marketing 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



The
following table sets forth the ownership of our common shares by our directors as at August 28, 2015:



|Shareholder           |  | Number
    of commonshares issued andoutstanding (4) |           |  | Percentageownership (5) | 
|--------------------- |  | ---------------------------------------------------- | --------- |  | ----------------------- | 
|John G. Robertson (1) |  |                                                      | 6,540,198 |  |                         | 
|Susanne Robertson (2) |  |                                                      | 4,989,386 |  |                         | 
|Shaojun Zhang (3)     |  |                                                      | 9,900,000 |  |                         | 
|Suzan El-Khatib       |  |                                                      | —         |  |                         | 
|Jina Liu              |  |                                                      | —         |  |                         | 



|(1) | Includes
    2,739,421 common shares held directly by Mr. Robertson, 1,146,672 common shares, registered in the name of Access Information
    Services, Inc., a Washington corporation which is owned and controlled by the Robertson Family Trust, 506,200 common shares
    registered in the name of Rainbow Networks Inc., a British Columbia company controlled by Mr. Robertson, 1,367,905 common
    shares held by JGR Petroleum Inc., a corporation controlled by the Robertson Family Trust, and 780,000 common shares held
    by KLR Petroleum Inc., a British Columbia company controlled by Mr. Robertson.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Includes
    639,975 common shares held directly by Mrs. Robertson and 4,349,411 common shares registered in the name of SMR Investments
    Ltd., a company wholly-owned by Susanne Robertson.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Represents
    the 9,900,000 common shares owned by China Zhongling Hangke New Energy Group Limited, of which Mr. Shaojun Zhang is a director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | The
    calculation does not include warrants or options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(6) | As
    at August 28, 2015 there were 49,329,670 issued and outstanding common shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



- 34 -







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.



At
August 28, 2015, we are aware of three shareholders who own 5% or greater of our voting shares.



|Name of Shareholder                                |  | Number
    ofCommon Shares* |           |  | Percentage
    ofOutstandingCommon Shares * | 
|-------------------------------------------------- |  | --------------------------- | --------- |  | ------------------------------------------- | 
|China Zhongling Hangke New Energy Group Limited ** |  |                             | 9,900,000 |  |                                             | 
|                                                   |  |                             |           |  |                                             | 
|John G. Robertson                                  |  |                             | 6,540,198 |  |                                             | 
|                                                   |  |                             |           |  |                                             | 
|Susanne Robertson                                  |  |                             | 4,989,386 |  |                                             | 



*
See detailed ownership of directors and officers above.

**
Mr. Shaojun Zhang is a director of China Zhongling Hangke New Energy Group Limited.



Over
the past three years, there has not been a significant change in the percentage ownership held by any major shareholder.



Share
Ownership.



As
of August 28, 2015, we had 49,329,670 common shares outstanding with 510 shareholders, and 47.15%, 32.85% and 20.00% of the common
shares held by holders 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.



We
do not know of any arrangements which could result in a change in control of our company.



B.
RELATED PARTY TRANSACTIONS.



REGI



The
Company’s investment in REGI has been reduced to $nil as the Company’s share of past losses exceeded the carrying
value of the investment in REGI.



The
Company and REGI have a project cost sharing agreement whereby these two companies each fund 50% of the development of the Rand
CamTM/Direct Charge Engine and related technologies, as well as the related administrative cost.



At
April 30, 2015, the Company was owed an aggregate of $1,318,674 (2014 - $986,825) by REGI. The amounts owed are unsecured, non-interest
bearing and due on demand.



Minewest



On
July 20, 2010 the Company signed an asset transfer agreement with its newly incorporated wholly owned subsidiary Minewest for
the purpose of acquiring and exploring mineral properties. In accordance with the agreement the Company transfers its 100% ownership
in its undivided 45% interest subject to a 5% net smelter return in 33 mining claims situated in the Tootsee River area in the
Province of British Columbia for following consideration:



●     Cash
payment of $25,000 on or before August 15, 2010 (paid);



●     Issuance
of 8,000,000 shares of Minewest voting common shares (issued).



- 35 -







Effective
December 15, 2010 Minewest signed a purchase agreement with Rapitan Resources Inc. (“Rapitan”), wherein Minewest purchased
100% of Rapitan’s 25% interest in the Silverknife property for the following consideration:



●     Cash
payment of $10,000 (paid);



●     Issuance
of 2,000,000 shares of common stocks of Minewest (issued).



Effective
November 18, 2011 Reg Tech obtained court approval for the Plan of Arrangement. On December 14, 2011, Reg Tech declared approximately
4,712,263 Minewest shares to be distributed to as dividend to Reg Tech shareholders on the record date of December 21, 2011, whereby
one Minewest share is to be distributed for seven Reg Tech shares of holders. As at April 30, 2015 and the date of this report,
these shares have not been distributed and are recorded as assets held for distribution to shareholders, $471,200. The distribution
is subject to Minewest being listed on the Canadian Stock Exchange.



As
a result of the dividend declaration, Reg Tech retains approximately 3,287,737 shares of Minewest, representing approximately
26.10% of the issued and outstanding common shares of Minewest at April 30, 2015 (2014 – 26.10%), and has its controlling
interest reduced to significant influence effective November 18, 2011.



During
the year ended April 30, 2014 the Company issued 1,000,000 common shares valued at a fair value of $0.085 per share to settle
debt of $120,000 resulting in a gain on debt settlement of $35,000.



During
the year ended April 30, 2015 as a result of uncertainty of Minewest’s future after Minewest being ceased traded since January
8, 2014, the Company recorded impairment of equity investment in Minewest of $174,968 after recording loss on equity investment
in Minewest of $77,119.



As
at April 30, 2015 the Company’s investment in Minewest was recorded at $Nil (2014 - $252,087) under equity method and held
26.10% ownership in Minewest.



At
April 30, 2015, the Company recorded a prepaid expense of $2,323 to Minewest (2014 - $21,732 owed to Minewest by the Company).
The amounts owed are unsecured, non-interest bearing and due on demand.



Other
related parties



At
April 30, 2015, the Company is owed an aggregate of $26,030 (2014 - $88,730) to related parties. During the year ended April 30,
2014 after the Company had a debt settlement of $267,705 with issuance of 2,230,877 common shares valued at a fair value of $0.10
per share resulting in a gain on debt settlement of $44,617. The amounts owed are unsecured, non-interest bearing and due on demand.
These parties are companies that the President of the Company controls or significantly influences.



During
the year ended April 30, 2015, rent and utility of $15,034 (2014 - $5,903) incurred with a company having common officers and
directors.



During
the year ended April 30, 2015, total management fees of $30,000 (2014 - $30,000) were accrued or paid to a company having common
officers and directors.



During
the year ended April 30, 2015, management fees of $11,315 (2014 - $4,598) and director fees of $31,000 (2014 - $11,400) were accrued
or paid to officers, directors and companies controlled by 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.



C.
INTERESTS OF EXPERTS AND COUNSEL



Not
applicable.



- 36 -







ITEM
8. FINANCIAL INFORMATION



A.
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION



Financial
Statements



Consolidated
Financial Statements for the years ended April 30, 2015 and 2014.



Legal
Proceedings



We
are not a party to any material legal proceedings.



Dividend
Distribution Policy



We
have not paid any cash dividends to date and we do not plan to pay cash dividends in the foreseeable future.



B.
SIGNIFICANT CHANGES



None.



ITEM
9. THE OFFER AND LISTING



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



Our
shares currently trade on the TSX.V under the trading symbol RRE.V. In addition, we also trade on the OTCBB under the symbol REGRF.OB.
The ranges of the low and high sales prices for our shares traded on the TSX.V and OTC.BB for the periods indicated are as follows:



|     |  |                   |  | TSX.V     |  | OTC
    BB (1) | 
|---- |  | ----------------- |  | --------- |  | -------------- | 
|     |  |                   |  | High      |  | Low            | 
|     |  | Quarter
    Ended |  | CDN
    $ |  | CDN
    $      | 
|2015 |  | July 31, 2014     |  | 0.14      |  | 0.08           | 
|     |  | October 31, 2014  |  | 0.10      |  | 0.05           | 
|     |  | January 31, 2015  |  | 0.11      |  | 0.05           | 
|     |  | April 30, 2015    |  | 0.11      |  | 0.06           | 



|     |  |                   |  | TSX.V     |  | OTC
    BB (1) | 
|---- |  | ----------------- |  | --------- |  | -------------- | 
|     |  |                   |  | High      |  | Low            | 
|     |  | Quarter
    Ended |  | CDN
    $ |  | CDN
    $      | 
|2014 |  | July 31, 2013     |  | 0.09      |  | 0.09           | 
|     |  | October 31, 2013  |  | 0.09      |  | 0.07           | 
|     |  | January 31, 2014  |  | 0.09      |  | 0.09           | 
|     |  | April 30, 2014    |  | 0.13      |  | 0.10           | 
|     |  |                   |  |           |  |                | 
|2013 |  | July 31, 2012     |  | 0.17      |  | 0.10           | 
|     |  | October 31, 2012  |  | 0.13      |  | 0.07           | 
|     |  | January 31, 2013  |  | 0.18      |  | 0.08           | 
|     |  | April 30, 2013    |  | 0.15      |  | 0.10           | 



|(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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 37 -







The
following table shows the high and low closing prices of our stock traded on the TSX.V and the OTCBB during the most recent six
months, for each month as follows:



|           |  | TSX.V |                                                | OTC
    BB (1)
|---------- |  | ----- | ---------------------------------------------- | --------------
|           |  | High  |                                                | Low           
|           |  |       | CDN
                                         $ |               
|Month 2015 |  |       |                                                |               
|July       |  |       | 0.11                                           |               
|June       |  |       | 0.10                                           |               
|May        |  |       | 0.08                                           |               
|April      |  |       | 0.10                                           |               
|March      |  |       | 0.08                                           |               
|February   |  |       | 0.11                                           |               



|(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 we 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. 49,329,670 shares were issued and outstanding as of April
30, 2015 and 2014. There are no Preferred or Class “A” Shares currently outstanding. All the Issuer’s outstanding
shares are Common Shares. 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.



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.



- 38 -







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.



C.
MATERIAL CONTRACTS



During
the past two years ended April 30, 2015 and April 30, 2014, we were not subject to or entered into any material contracts except
equity transactions.



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.



- 39 -







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”).



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.



- 40 -







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.                                                                                                          



F.
DIVIDENDS AND PAYING AGENTS



Not
applicable.



G.
STATEMENT BY EXPERTS



Our
financial statements included in this Annual Report for the year ended April 30, 2015 and April 30, 2014 were audited by A Chan
& Company LLP, Chartered Accountants; as stated in their report appearing herein (which report expresses an unqualified opinion),
and are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.



H.
DOCUMENTS ON DISPLAY



Material
contracts and publicly available corporate records may be viewed at our head office located at Suite 240, 11780 Hammersmith Way,
Richmond, 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). Our website is www.regtech.com.



- 41 -







I.
SUBSIDIARY INFORMATION



As
of the date of this report, we own approximately 26.10% interest in Minewest Silver and Gold Inc., a private British Columbia
company, and a 51% interest in Rand Energy Group Inc., which owns a 1.80% interest in REGI. Reg Tech also owns an 8.37% interest
in REGI.



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.



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.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS



None.



B.
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.



- 42 -







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.



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, 2015 due to inadequate segregation
of duties and ineffective risk assessment. 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 plan to appoint additional qualified personnel to address inadequate segregation of duties and ineffective
risk management, 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.



- 43 -







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, 2015, 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.



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.



- 44 -







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 the text of the code of business conduct and ethics is attached
as an exhibit hereto and posted on our website at www.regtech.com.



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. A copy of the Nominating and Corporate Governance Committee
Charter is available on our website at www.regtech.com.



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 |  | 2015 Fiscal
                                         Year (CAD$) |        | 2014 Fiscal
                                         Year (CAD$)
|----------------------------- |  | ---------------------------------------------------------------- | ------ | ----------------------------------------------------------------
|                              |  |                                                                  |        |                                                                 
|(a) Audit Fees                |  |                                                                  | 16,000 |                                                                 
|                              |  |                                                                  |        |                                                                 
|(b) Audit-Related Fees        |  |                                                                  | 0      |                                                                 
|                              |  |                                                                  |        |                                                                 
|(c) Tax Fees                  |  |                                                                  | 1,000  |                                                                 
|                              |  |                                                                  |        |                                                                 
|(d) All Other Fees            |  |                                                                  | 0      |                                                                 



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.



- 45 -







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.



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.



- 46 -







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, 2015 and 2014 |  | F-1 - F-30



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 A Chan & Company LLP, Chartered Accountants, 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 Registered Public
    Accounting Firm dated August 28, 2015 of A Chan & Company LLP, Chartered Accountants |  | F-1
|-------------------------------------------------------------------------------------------------------------------- |  | ---
|                                                                                                                     |  |    
|Consolidated Balance Sheets as at April 30, 2015 and 2014                                                            |  | F-2
|                                                                                                                     |  |    
|Consolidated Statements of Operations and Comprehensive
    Loss for the years ended April 30, 2015 and 2014         |  | F-3
|                                                                                                                     |  |    
|Consolidated Statements of Cash Flows for the
    years ended April 30, 2015 and 2014                                |  | F-4
|                                                                                                                     |  |    
|Consolidated Statements of Changes in Equity for
    the years ended April 30, 2015 and 2014                         |  | F-5
|                                                                                                                     |  |    
|Notes to the Consolidated Financial Statements
    for the years ended April 30, 2015 and 2014                       |  | F-6



- 47 -







Reg
Technologies Inc.

(A
Development Stage Company)



Consolidated
Financial Statements

(Expressed
in Canadian Dollars)

April
30, 2015



- 48
                                                                                                                                                                               -







|SUITE
    2001                |  |                           
|----------------------------- |  | --------------------------
|1177
    WEST HASTINGS STREET |  |                           
|VANCOUVER,
    BC V6E 2K3     |  | A
    CHAN AND COMPANY LLP



T:
604.683.3850

F:
604.688.8479



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, 2015 and April 30, 2014, 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, 2015 and April 30, 2014, 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, 2015 and April 30, 2014, and its financial performance and its cash flows for the years ended April 30, 2015 and
April 30, 2014 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”



Vancouver,
British Columbia

August
28, 2015



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



F-1







Reg Technologies
Inc.

(A
Development Stage Company)

Consolidated
Statements of Financial Position

(Expressed
in Canadian Dollars)



|                                                      |  | As
    at30 April 2015$ |             |   | As
    at30 April 2014$ | 
|----------------------------------------------------- |  | ----------------------- | ----------- | - | ----------------------- | 
|Assets                                                |  |                         |             |   |                         | 
|                                                      |  |                         |             |   |                         | 
|Current                                               |  |                         |             |   |                         | 
|Cash and cash equivalent                              |  |                         | 175,254     |   |                         | 
|HST/GST receivable                                    |  |                         | 1,844       |   |                         | 
|Prepaid expenses                                      |  |                         | 26,416      |   |                         | 
|Prepaid expense - Minewest (Note 7)                   |  |                         | 2,323       |   |                         | 
|Advances to REGI US (Note 7)                          |  |                         | 1,318,674   |   |                         | 
|Assets held for distribution to shareholders (Note 7) |  |                         | -           |   |                         | 
|                                                      |  |                         | 1,524,511   |   |                         | 
|                                                      |  |                         |             |   |                         | 
|Investment in
    Minewest(Note 7)                    |  |                         | -           |   |                         | 
|                                                      |  |                         | 1,524,511   |   |                         | 
|Liabilities                                           |  |                         |             |   |                         | 
|                                                      |  |                         |             |   |                         | 
|Current                                               |  |                         |             |   |                         | 
|Accounts payable                                      |  |                         | 95,225      |   |                         | 
|Accrued liabilities                                   |  |                         | 21,500      |   |                         | 
|Due to related parties (Note 7)                       |  |                         | 26,030      |   |                         | 
|Due to Minewest (Note 7)                              |  |                         | -           |   |                         | 
|                                                      |  |                         | 142,755     |   |                         | 
|                                                      |  |                         |             |   |                         | 
|Shareholders’ equity                                  |  |                         |             |   |                         | 
|Share Capital (Note 6)                                |  |                         | 13,636,565  |   |                         | 
|Warrants (Note 6)                                     |  |                         | 1,141,249   |   |                         | 
|Contributed Surplus                                   |  |                         | 10,587,750  |   |                         | 
|Deficit                                               |  |                         | (24,055,726 | ) |                         | 
|                                                      |  |                         | 1,309,838   |   |                         | 
|                                                      |  |                         |             |   |                         | 
|Non-controlling interest                              |  |                         | 71,918      |   |                         | 
|                                                      |  |                         | 1,524,511   |   |                         | 



Nature
and Continuance of Operations(Note 1)

Commitments(Note 8)

Subsequent
event(Note 12)



On behalf
of the Board:



|“John
    Robertson” |  | Director |  | “Suzan
    El-Khatib” |  | Director
|-------------------- |  | -------- |  | --------------------- |  | --------
|John
    Robertson   |  |          |  | Suzan
    El-Khatib   |  |         



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



F-2







Reg Technologies
Inc.

(A Development
Stage Company)

Consolidated
Statements of Operations and Comprehensive Loss

(Expressed
in Canadian Dollars)



|                                                                             |  | For
                                         the year ended April 30, 2015 $ |            |   | For
                                         the year endedApril 30, 2014 $ | 
|---------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- | ---------- | - | --------------------------------------------------------------------------- | 
|                                                                             |  |                                                                              |            |   |                                                                             | 
|Expenses                                                                     |  |                                                                              |            |   |                                                                             | 
|Shareholder communication                                                    |  |                                                                              | 17,442     |   |                                                                             | 
|Consulting fees                                                              |  |                                                                              | -          |   |                                                                             | 
|Foreign exchange gain                                                        |  |                                                                              | (63,988    | ) |                                                                             | 
|Interest expense                                                             |  |                                                                              | -          |   |                                                                             | 
|Management and directors’ fees (Note 7)                                      |  |                                                                              | 72,315     |   |                                                                             | 
|Office expenses                                                              |  |                                                                              | 46,904     |   |                                                                             | 
|Professional fees                                                            |  |                                                                              | 34,238     |   |                                                                             | 
|Research and development                                                     |  |                                                                              | 58,402     |   |                                                                             | 
|Rent and utilities (Note 7)                                                  |  |                                                                              | 15,034     |   |                                                                             | 
|Financing cost (Note 6)                                                      |  |                                                                              | -          |   |                                                                             | 
|Stock-based compensation (Note 6)                                            |  |                                                                              | 26,783     |   |                                                                             | 
|Transfer agent and filing fees                                               |  |                                                                              | 32,634     |   |                                                                             | 
|Travel and promotion                                                         |  |                                                                              | 909        |   |                                                                             | 
|Wages and benefits                                                           |  |                                                                              | 34,343     |   |                                                                             | 
|                                                                             |  |                                                                              |            |   |                                                                             | 
|Loss before other income (expense)                                           |  |                                                                              | (275,016   | ) |                                                                             | 
|                                                                             |  |                                                                              |            |   |                                                                             | 
|Other income (expense)                                                       |  |                                                                              |            |   |                                                                             | 
|Interest income                                                              |  |                                                                              | 4,834      |   |                                                                             | 
|Gain on settlement of debt (Note 6)                                          |  |                                                                              | -          |   |                                                                             | 
|Gain on disposal of marketable securities                                    |  |                                                                              | -          |   |                                                                             | 
|Write-off of GST receivable                                                  |  |                                                                              | (761       | ) |                                                                             | 
|Loss in equity investment                                                    |  |                                                                              | (77,119    | ) |                                                                             | 
|Impairment of equity investment in Minewest (Note 7)                         |  |                                                                              | (174,968   | ) |                                                                             | 
|Write-off of assets held for distribution to shareholders (Note 7)           |  |                                                                              | (471,200   | ) |                                                                             | 
|                                                                             |  |                                                                              |            |   |                                                                             | 
|Net and comprehensive
    loss                                               |  |                                                                              | (994,230   | ) |                                                                             | 
|                                                                             |  |                                                                              |            |   |                                                                             | 
|Net and comprehensive income (loss)
    attributable to:                     |  |                                                                              |            |   |                                                                             | 
|Shareholders of the Company                                                  |  |                                                                              | (1,027,098 | ) |                                                                             | 
|Non-controlling interest                                                     |  |                                                                              | 32,868     |   |                                                                             | 
|                                                                             |  |                                                                              | (994,230   | ) |                                                                             | 
|                                                                             |  |                                                                              |            |   |                                                                             | 
|Loss per share
    – basic and diluted                                       |  |                                                                              | (0.02      | ) |                                                                             | 
|                                                                             |  |                                                                              |            |   |                                                                             | 
|Weighted average
    number of common shares outstanding – basic and diluted |  |                                                                              | 49,329,670 |   |                                                                             | 



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



F-3







Reg Technologies
Inc.

(A
Development Stage Company)

Consolidated
Statements of Cash Flows

(Expressed
in Canadian Dollars)



|                                                                        |  | For
                                         the year endedApril 30, 2015 |          |   | For
                                         the year endedApril
                                         30, 2014 | 
|----------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | -------- | - | ------------------------------------------------------------------------------------------------------------------ | 
|                                                                        |  | $                                                                         |          |   | $                                                                                                                  | 
|                                                                        |  |                                                                           |          |   |                                                                                                                    | 
|Cash flows used in operating activities                                 |  |                                                                           |          |   |                                                                                                                    | 
|Net loss                                                                |  |                                                                           | (994,230 | ) |                                                                                                                    | 
|Adjustments to reconcile loss to net cash used by operating activities: |  |                                                                           |          |   |                                                                                                                    | 
|Write-off of GST receivable                                             |  |                                                                           | 761      |   |                                                                                                                    | 
|Financing cost                                                          |  |                                                                           | -        |   |                                                                                                                    | 
|Stock-based compensation                                                |  |                                                                           | 26,783   |   |                                                                                                                    | 
|Gain on debt settlement                                                 |  |                                                                           | -        |   |                                                                                                                    | 
|Unrealized gain on foreign exchange                                     |  |                                                                           | (68,052  | ) |                                                                                                                    | 
|Loss in equity investment                                               |  |                                                                           | 77,119   |   |                                                                                                                    | 
|Gain on disposal of REGI shares                                         |  |                                                                           | -        |   |                                                                                                                    | 
|Write-off of assets held for distribution to shareholders               |  |                                                                           | 471,200  |   |                                                                                                                    | 
|Impairment of equity investment in Minewest                             |  |                                                                           | 174,968  |   |                                                                                                                    | 
|Changes in non-cash working capital items:                              |  |                                                                           |          |   |                                                                                                                    | 
|Bank indebtedness                                                       |  |                                                                           | -        |   |                                                                                                                    | 
|HST/GST receivable                                                      |  |                                                                           | 3,133    |   |                                                                                                                    | 
|Prepaid expenses                                                        |  |                                                                           | (25,000  | ) |                                                                                                                    | 
|Accounts payable and accrued liabilities                                |  |                                                                           | (82,790  | ) |                                                                                                                    | 
|Due to (from) related parties                                           |  |                                                                           | (65,023  | ) |                                                                                                                    | 
|                                                                        |  |                                                                           | (481,131 | ) |                                                                                                                    | 
|                                                                        |  |                                                                           |          |   |                                                                                                                    | 
|Cash flows provided by investing activities                             |  |                                                                           |          |   |                                                                                                                    | 
|Advances (to) from REGI                                                 |  |                                                                           | (263,797 | ) |                                                                                                                    | 
|Proceeds from sale of REGI shares                                       |  |                                                                           | -        |   |                                                                                                                    | 
|                                                                        |  |                                                                           | (263,797 | ) |                                                                                                                    | 
|                                                                        |  |                                                                           |          |   |                                                                                                                    | 
|Cash flows provided by financing activities                             |  |                                                                           |          |   |                                                                                                                    | 
|Repayment of convertible debt                                           |  |                                                                           | -        |   |                                                                                                                    | 
|Repayment of advance from Minewest                                      |  |                                                                           | (21,732  | ) |                                                                                                                    | 
|Proceeds from share issuances                                           |  |                                                                           | -        |   |                                                                                                                    | 
|Share issuance cost                                                     |  |                                                                           | -        |   |                                                                                                                    | 
|                                                                        |  |                                                                           | (21,732  | ) |                                                                                                                    | 
|                                                                        |  |                                                                           |          |   |                                                                                                                    | 
|Increase (decrease) in cash                                             |  |                                                                           | (766,660 | ) |                                                                                                                    | 
|Cash and cash
    equivalent, beginning                                 |  |                                                                           | 941,914  |   |                                                                                                                    | 
|Cash and cash
    equivalent, ending                                    |  |                                                                           | 175,254  |   |                                                                                                                    | 
|Non-cash items                                                          |  |                                                                           |          |   |                                                                                                                    | 
|Shares issued for debt settlement                                       |  |                                                                           | -        |   |                                                                                                                    | 
|Supplemental Disclosures                                                |  |                                                                           |          |   |                                                                                                                    | 
|Interest paid                                                           |  |                                                                           | -        |   |                                                                                                                    | 
|Income taxes paid                                                       |  |                                                                           | -        |   |                                                                                                                    | 



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



F-4







Reg Technologies
Inc.

(A
Development Stage Company)

Consolidated
Statements of Changes in Equity

(Expressed
in Canadian Dollars)



|                                  |  |        |            |  |        |  |            |              |  |  |             |  |  |          |            |  |             |  |           |         |  |  | Total         |  |  | Non-        |            
|--------------------------------- |  | ------ | ---------- |  | ------ |  | ---------- | ------------ |  |  | ----------- |  |  | -------- | ---------- |  | ----------- |  | --------- | ------- |  |  | ------------- |  |  | ----------- | -----------
|                                  |  | Common |            |  | Common |  |            | Subscription |  |  | Contributed |  |  |          |            |  | Convertible |  |           |         |  |  | Shareholders’ |  |  | Controlling |            
|                                  |  | Shares |            |  | Shares |  |            | Received     |  |  | Surplus     |  |  | Warrants |            |  | Debt        |  |           | Deficit |  |  | Equity        |  |  | interest    |            
|                                  |  | #      |            |  | $      |  |            | $            |  |  | $           |  |  | $        |            |  | $           |  |           | $       |  |  | $             |  |  | $           |            
|                                  |  |        |            |  |        |  |            |              |  |  |             |  |  |          |            |  |             |  |           |         |  |  |               |  |  |             |            
|Balance – April 30,
    2013      |  |        | 36,198,793 |  |        |  | 12,820,362 |              |  |  | –           |  |  |          | 10,554,464 |  |             |  | 461,471   |         |  |  | –             |  |  |             | (22,723,825
|                                  |  |        |            |  |        |  |            |              |  |  |             |  |  |          |            |  |             |  |           |         |  |  |               |  |  |             |            
|Warrants extension                |  |        | –          |  |        |  | –          |              |  |  | –           |  |  |          | –          |  |             |  | 112,319   |         |  |  | –             |  |  |             | –          
|Private placement                 |  |        | 9,900,000  |  |        |  | 620,541    |              |  |  | –           |  |  |          | –          |  |             |  | 567,459   |         |  |  | –             |  |  |             | –          
|Share issuance cost               |  |        | –          |  |        |  | (90,426    | )            |  |  | –           |  |  |          | –          |  |             |  | –         |         |  |  | –             |  |  |             | –          
|Stock-based compensation          |  |        | –          |  |        |  | –          |              |  |  | –           |  |  |          | 6,503      |  |             |  | –         |         |  |  | –             |  |  |             | –          
|Shares issued for debt settlement |  |        | 3,230,877  |  |        |  | 286,088    |              |  |  | –           |  |  |          | –          |  |             |  | –         |         |  |  | –             |  |  |             | –          
|Net loss                          |  |        | –          |  |        |  | –          |              |  |  | –           |  |  |          | –          |  |             |  | –         |         |  |  | –             |  |  |             | (304,803   
|Balance – April 30, 2014          |  |        | 49,329,670 |  |        |  | 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      |  |        | 49,329,670 |  |        |  | 13,636,565 |              |  |  | –           |  |  |          | 10,587,750 |  |             |  | 1,141,249 |         |  |  | –             |  |  |             | (24,055,726



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



F-5







Reg
Technologies Inc.

(A
Development Stage Company)

Notes
to Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



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



Reg
Technologies Inc. (“Reg Tech” or the “Company”) is 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, such as compressors and pumps (the “Technology”). The worldwide
marketing and intellectual rights, other than in the U.S., are held by the Company, which as at April 30, 2015 owns a 10.17% interest
in REGI U.S, Inc. (“REGI”) (a U.S. public company). REGI owns the U.S. marketing and intellectual rights. The Company
and REGI have a project cost sharing agreement whereby these two companies each fund 50% of the development of the Technology.



On
July 6, 2010, Reg Tech incorporated a wholly owned subsidiary Minewest Silver and Gold Inc. (“Minewest”) under the
laws of British Columbia. Pursuant to a Plan of Arrangement with Minewest, Reg Tech signed an asset transfer agreement (the “Transfer
Agreement”) on August 5, 2010 with Minewest to transfer Reg Tech’s undivided 45% interest in mineral claims in the
Liard Mining Division, located in northern British Columbia (the “Silverknife Claims”) to Minewest for consideration
of cash payment of $25,000 and issuance of 8,000,000 common shares of the Company.



Effective
November 17, 2011 Reg Tech obtained court approval for the Plan of Arrangement. On December 14, 2011, Reg Tech declared Minewest
shares as dividend for Reg Tech shareholders on the record date of December 21, 2011, whereby one Minewest share is distributed
for seven Reg Tech shares. As a result of the dividend declaration, the Company expects to retain approximately 3,287,737 shares
of Minewest.



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 accumulated losses of $24,055,726 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.



F-6







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



|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 August 28, 2015.



|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, its 80% owned subsidiary Minewest Silver and Gold Inc. (“Minewest”)
until November 18, 2011 when the Company lost control (Note 1) and its 51% owned subsidiary, Rand Energy Group Inc. (“Rand”),
which owns a 1.80% (2014 – 1.80%) interest in REGI. Reg Tech also owns an 8.37% (2014 – 8.41%) interest in REGI. Prior
to April 30, 2008, REGI was considered a controlled subsidiary for consolidation purposes by way of control through an annually
renewable voting trusts agreement, with other affiliated companies. This trusts agreement gave the Company 50% control of the
voting shares of REGI. The agreement could be cancelled by the President of the 51% owned subsidiary with seven days’ written
notice to the affiliated companies. Effective April 30, 2008, the voting trusts agreement was cancelled and consequently the investment
in REGI has been accounted for as investment in associates.



Starting
from November 18, 2011, the accounts of Minewest ceased to be consolidated as a result of Reg Tech’s loss of control in
Minewest and consequently were accounted for as investment in associates.



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



Investment
in associates



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



F-7







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



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



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.



Equipment



Equipment
consists of office furniture and equipment, and computer hardware recorded at cost and amortized on a straight-line basis over
a five-year and three-year period, respectively.



Research
and development costs



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



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.



F-8







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



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



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.



F-9







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



|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.



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, 2015, all of the financial instruments measured at fair value are included in Level 1.



The
Company’s financial instruments consist of cash, from and to related parties and Minewest, 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.



F-10







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



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



Financial
instruments (Cont’d)



Subsequent
measurement



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.



F-11







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



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



Mineral
property or exploration and evaluation



The
Company follows the practice of capitalizing all costs relating to the acquisition of, exploration and development of mineral
claims and crediting all proceeds received for farm-out arrangements or recovery of costs against the cost of the related claims.
Such costs include, but are not exclusive to, geological, geophysical studies, exploratory drilling and sampling. At such time
as commercial production commences, these costs will be charged to operations on a unit-of-production method based on proven and
probable reserves. The aggregate costs related to abandoned mineral claims are charged to operations at the time of any abandonment
or when it has been determined that there is evidence of a permanent impairment. An impairment charge relating to a mineral property
is subsequently reversed when new exploration results or actual or potential proceeds on sale or farm-out of the property result
in a revised estimate of the recoverable amount but only to the extent that this does not exceed the original carrying value of
the property that would have resulted if no impairment had been recognized.



The
recoverability of amounts shown for exploration and evaluation assets is dependent upon the discovery of economically recoverable
reserves, the ability of the Company to obtain financing to complete development of the properties, and on future production or
proceeds of disposition.



The
Company recognizes in income the costs recovered on mineral properties when the amounts received or receivable are in excess of
the carrying amount.



Upon
transfer of “Exploration and evaluation costs” into “Mine Development”, all subsequent expenditure on
the construction, installation or completion of infrastructure facilities is capitalized within “Mine development”.
After production starts, all assets included in “Mine development” are transferred to “Producing Mines”.



F-12







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



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



Mineral
property or exploration and evaluation (Cont’d)



All
capitalized exploration and evaluation expenditure is monitored for indications of impairment. Where a potential impairment is
indicated, assessments are performed for each area of interest. To the extent that exploration expenditure is not expected to
be recovered, it is charged to the results of operations. Exploration areas where reserves have been discovered, but require major
capital expenditure before production can begin, are continually evaluated to ensure that commercial quantities of reserves exist
or to ensure that additional exploration work is underway as planned.



Asset
retirement and environmental obligations



The
fair value of a liability for an asset retirement or environmental obligation is recognized when a reasonable estimate of fair
value can be made. The asset retirement or environmental obligation is recorded as a liability with a corresponding increase to
the carrying amount of the related long-lived asset. Subsequently, the asset retirement or environmental cost is charged to operations
using a systematic and rational method and the resulting liability is adjusted to reflect period-to-period changes in the liability
resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash
flow. As of April 30, 2015 and 2014, the Company does not have any asset retirement or environmental obligations.



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.



F-13







Reg
Technologies Inc.

(A
Development Stage Company)

Notes to
Consolidated Financial Statements

(Expressed
in Canadian Dollars)

For
the Years Ended April 30, 2015 and 2014



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



New
standards and interpretations



The
following standard has been issued but is not yet effective:



(i)
Financial instruments



The
IASB has issued IFRS 9 - Financial Instruments (“IFRS 9”) which intends to replace IAS 39 – Financial Instruments:
Recognition and Measurement (“IAS 39”) in its entirety with three main phases. IFRS 9 will be the new standard for
the financial reporting of financial instruments. The IASB tentatively decided to defer the mandatory effective date until January
1, 2018 with earlier adoption still permitted. The Company will evaluate the impact the final standard will have on its financial
statements based on the characteristics of its financial instruments at the time of adoption. The Company is currently evaluating
the impact of the standard on its financial performance and financial statements disclosures but expects that such impact will
not be material.



The
Company has adopted the following new accounting standards effective May 1, 2014. These changes were in made in accordance with
the applicable transitional provisions and had no impact on the financial statements.



(i)
Levies



The
IASB issued IFRIC 21 - Levies (“IFRIC 21”), an interpretation of IAS 37 - Provisions, Contingent Liabilities and Contingent
Assets (“IAS 37”), on the accounting for levies imposed by governments. IAS 37 sets out criteria for the recognition
of a liability, one of which is the requirement for the entity to have a present obligation as a result of a past activity or
event (“obligating event”) described in the relevant legislation that triggers the payment of the levy. IFRIC 21 is
effective for annual periods commencing on or after January 1, 2014.





F-14









Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the
Years Ended April 30, 2015 and 2014



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



New standards and interpretations
(Cont’d)



(ii) Impairment of assets



The IASB issued amendments to IAS
36 - Impairment of Assets (“amendments to IAS 36”). The amendments to IAS 36 restrict the requirement to disclose
the recoverable amount of an asset or CGU to periods in which an impairment loss has been recognized or reversed. The amendments
also expand and clarify the disclosure requirements applicable when an asset or CGU’s recoverable amount has been determined
on the basis of fair value less cost of disposal. The amendments are effective for annual periods beginning on or after January
1, 2014 and should be applied retrospectively.



|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 is 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.



F-15







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the
Years Ended April 30, 2015 and 2014



|4. | Critical
    Accounting Estimates and Judgments (Cont’d)
|-- | --------------------------------------------------------



Use of judgements (Cont’d)



| | (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.



F-16







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the
Years Ended April 30, 2015 and 2014



|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, 2015 |  |  | Cash |       |  | Advances to Equity Accounted 
    Investee |   |         | Accounts  Payable | 
|-------------- |  |  | ---- | ----- |  | ------------------------------------------ | - | ------- | ----------------- | 
|               |  |  | $    | 2,478 |  |                                            | $ | 733,104 |                   | 



At April 30, 2015 with other variables
unchanged, a +/-10% change in exchange rates would increase/decrease pre-tax loss by approximately +/- $76,023.



Interest rate and credit risk



As at April 30, 2015, the Company
has minimal cash balances 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 11.



F-17







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the
Years Ended April 30, 2015 and 2014



|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.                                      



Treasury Shares



At April 30, 2015, Rand owns 217,422
(2014 – 217,422) shares of the Company valued at $43,484 that have been deducted from the total shares issued and outstanding.
The value of these shares has been deducted from share capital.



Private placements



On March 26, 2014 the Company issued
2,200,000 units of private placement at $0.12 per unit for gross proceeds of $264,000, with each unit comprised of one common
share and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the Company at
an exercise price of $0.15 per share for a period of three years. The fair value of the warrants included in the units was estimated
to be $0.08 using the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 1.23%, expected
volatility of 204%, an expected life of 3 years and no expected dividends.



On April 30, 2014 the Company issued
7,700,000 units of private placement at $0.12 per unit for gross proceeds of $924,000, with each unit comprised of one common
share and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the Company at
an exercise price of $0.15 per share for a period of three years. The fair value of the warrants included in the units was estimated
to be $0.11 using the Black-Scholes option pricing model using the following assumptions: risk free interest rate of 1.18%, expected
volatility of 206%, an expected life of 3 years and no expected dividends.



Shares for Debt



In December, 2013 the Company signed
debt settlement agreements with certain related parties to issue 3,230,877 shares to settle outstanding balance of $387,705, of
which 2,230,877 shares valued at a fair value of $0.10 per share and 1,000,000 shares valued at a fair value of $0.085 per share
received approvals by the TSX Venture Exchange in January, 2014 and March, 2014 respectively. (Note 7). A gain on debt settlement
of $79,671 was recorded in relation to the debt settlement.



F-18







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the
Years Ended April 30, 2015 and 2014



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



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:



These options 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.



During the year ended April 30,
2015, the Company recorded stock-based compensation of $26,783 (2014 - $6,503) as a general and administrative expense.



F-19







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the
Years Ended April 30, 2015 and 2014



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



Stock Options(Cont’d)



On August 1, 2013 and April 22,
2014, 300,000 options exercisable at $0.40 per share and 375,000 options exercisable at $0.21 per share into the Company’s
common stock expired without being exercised respectively.



On August 21, 2013, the Company
granted 300,000 stock options to the directors and certain consultants of the Company at $0.10 per share, up to August 21, 2018.
The fair value of options was estimated using the Black-Scholes option pricing model using the following weighted average assumptions:
risk free interest rate of 1.98%, expected volatility of 187%, an expected option life of 5 years and no expected dividends. The
weighted average fair value of options granted was $0.09 per option.



On July 10, 2014, the Company granted
to certain directors and consultants 1,175,000 options exercisable at $0.10 per share into the Company’s common stock up
to July 10, 2019. The fair value of options was estimated using the Black-Scholes option pricing model using the following weighted
average assumptions: risk free interest rate of 1.18%, expected volatility of 183%, an expected option life of 5 years and no
expected dividends. The weighted average fair value of options granted was $0.09 per option.



As at April 30, 2015, as the Company
believes that it is not probable that any options would vest except the first 25% of the options that vested immediately at a
date of the First Exercise, the fair value of the first 25% of the options that vested were charged to the consolidated statements
of loss and comprehensive loss.



The following is a summary of options
activities during the years ended April 30, 2015 and 2014:



|                                |  | Number
    ofoptions |           |   | Weightedaverageexerciseprice | 
|------------------------------- |  | -------------------- | --------- | - | ---------------------------- | 
|                                |  |                      |           |   | $                            | 
|Outstanding at April 30, 2013   |  |                      | 3,325,000 |   |                              | 
|Expired without being exercised |  |                      | (675,000  | ) |                              | 
|Forfeited                       |  |                      | (50,000   | ) |                              | 
|Granted                         |  |                      | 300,000   |   |                              | 
|Outstanding at April 30, 2014   |  |                      | 2,900,000 |   |                              | 
|Granted                         |  |                      | 1,175,000 |   |                              | 
|Expired                         |  |                      | (50,000   | ) |                              | 
|Outstanding at April 30, 2015   |  |                      | 4,025,000 |   |                              | 



F-20







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



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



Stock Options(Cont’d)



The following options were outstanding
at April 30, 2015:



|Expiry
    Date     |  | Exerciseprice |      |  | Numberof options |  |           | Remaining
        contractual
        life
        (years) | 
|------------------- |  | ------------- | ---- |  | ---------------- |  | --------- | ---------------------------------------------------------- | 
|                    |  | $             |      |  |                  |  |           |                                                            | 
|October 21, 2015    |  |               | 0.14 |  |                  |  | 750,000   |                                                            | 
|April 11, 2018      |  |               | 0.11 |  |                  |  | 1,800,000 |                                                            | 
|August 21, 2018     |  |               | 0.10 |  |                  |  | 300,000   |                                                            | 
|July 10, 2019       |  |               | 0.10 |  |                  |  | 1,175,000 |                                                            | 
|                    |  |               |      |  |                  |  |           |                                                            | 
|Options Outstanding |  |               |      |  |                  |  | 4,025,000 |                                                            | 
|                    |  |               |      |  |                  |  |           |                                                            | 
|Options Exercisable |  |               |      |  |                  |  | 1,006,250 |                                                            | 



F-21







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



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



Share Purchase Warrants



On June 9, 2013, 1,063,300 warrants
exercisable at $0.20 per share into the Company’s common stock expired without being exercised.



On September 10, 2013, 2,115,375
warrants of the Company exercisable at $0.15 per share into the Company’s common stock were extended from September 20,
2013 to September 20, 2014. The fair value of warrant extension was estimated at $112,319 using the Black-Scholes option pricing
model using the following weighted average assumptions: risk free interest rate of 1.35%, expected volatility of 225.54%, an expected
option life of 1.03 years and no expected dividends.



The following is a summary of warrant
activities during the years ended April 30, 2014 and 2015:



|                              |  | Number
    ofwarrants |            |   | Weightedaverageexercise
        price | 
|----------------------------- |  | --------------------- | ---------- | - | ------------------------------------- | 
|                              |  |                       |            |   | $                                     | 
|Outstanding at April 30, 2013 |  |                       | 3,178,675  |   |                                       | 
|Expired, unexercised          |  |                       | (1,063,300 | ) |                                       | 
|Issued                        |  |                       | 9,900,000  |   |                                       | 
|Outstanding at April 30, 2014 |  |                       | 12,015,375 |   |                                       | 
|Expired                       |  |                       | (2,115,375 | ) |                                       | 
|Outstanding at April 30, 2015 |  |                       | 9,900,000  |   |                                       | 



The following warrants were outstanding at
April 30, 2015:



|Expiry Date    |  | Exerciseprice |      |  | Number
        of warrants | 
|-------------- |  | ------------- | ---- |  | -------------------------- | 
|               |  | $             |      |  |                            | 
|March 26, 2017 |  |               | 0.15 |  |                            | 
|April 30, 2017 |  |               | 0.15 |  |                            | 
|               |  |               | 0.15 |  |                            | 



F-22







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



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



REGI



The Company’s investment
in REGI has been reduced to $nil as the Company’s share of past losses exceeded the carrying value of the investment in
REGI.



At April 30, 2015, the Company
is owed an aggregate of $1,318,674 (2014 - $986,825) by REGI. The amounts owed are unsecured, non-interest bearing and due on
demand.



The following summarizes the consolidated
financial information of REGI.



|                                                |  | April 30, 2015 |           |  | April 30, 2014 | 
|----------------------------------------------- |  | -------------- | --------- |  | -------------- | 
|                                                |  | US$            |           |  | US$            | 
|                                                |  |                |           |  |                | 
|Total current assets and total assets           |  |                | 491       |  |                | 
|                                                |  |                |           |  |                | 
|Total current liabilities and total liabilities |  |                | 1,976,419 |  |                | 



|                     |  | Years Ended April 30, |         
|-------------------- |  | --------------------- | --------
|                     |  | 2015                  |         
|                     |  | US$                   |         
|                     |  |                       |         
|Revenue              |  |                       | -       
|Loss from operations |  |                       | (409,806
|Other expense        |  |                       | (1,440  
|                     |  |                       |         
|Net loss             |  |                       | (411,246



F-23







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



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



REGI (Cont’d)



Effective April 30, 2008, the investment
in REGI has been accounted for as investment in associates. The Company’s annual and accumulated share of REGI’s losses
that were not recognized after the investment was written down to zero is as follows:



|                                                   |  |  | Unrecognized share of loss |        
|-------------------------------------------------- |  |  | -------------------------- | -------
|2008                                               |  |  | US$                        | 259,682
|2009                                               |  |  |                            | 159,115
|2010                                               |  |  |                            | 158,645
|2011                                               |  |  |                            | 28,104 
|2012                                               |  |  |                            | 45,575 
|2013                                               |  |  |                            | 59,471 
|2014                                               |  |  |                            | 59,989 
|2015                                               |  |  |                            | 41,824 
|Accumulated
    loss                               |  |  | US$                        | 812,405
|Investment
    in REGI written off at cost in 2008 |  |  | CAD$                       | 215,800



Minewest



On July 20, 2010 the Company signed
an asset transfer agreement with its newly incorporated wholly owned subsidiary Minewest for the purpose of acquiring and exploring
mineral properties. In accordance with the agreement the Company transfers its 100% ownership in its undivided 45% interest subject
to a 5% net smelter return in 33 mining claims situated in the Tootsee River area in the Province of British Columbia for following
consideration:



| | ● | Cash
    payment of $25,000 on or before August 15, 2010 (paid);
| | - | ----------------------------------------------------------------



| | ● | Issuance
    of 8,000,000 shares of Minewest voting common shares (issued).
| | - | ---------------------------------------------------------------------------



Effective December 15, 2010 Minewest
signed a purchase agreement with Rapitan Resources Inc. (“Rapitan”), wherein Minewest purchased 100% of Rapitan’s
25% interest in the Silverknife property for the following consideration:



| | ● | Cash
    payment of $10,000 (paid);
| | - | -----------------------------------



| | ● | Issuance
    of 2,000,000 shares of common stocks of Minewest (issued).
| | - | -----------------------------------------------------------------------



F-24







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



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



Minewest (Continued)



Effective November 18, 2011 Reg
Tech obtained court approval for the Plan of Arrangement. On December 14, 2011, Reg Tech declared approximately 4,712,263 Minewest
shares to be distributed to as dividend to Reg Tech shareholders on the record date of December 21, 2011, whereby one Minewest
share is to be distributed for seven Reg Tech shares of holders. As at April 30, 2015, these shares have not been distributed
and are recorded at $nil after $471,200 for Minewest shares held by the Company for its shareholders was written off to statement
of operation as a result of uncertainty of Minewest’s future after being ceased traded since January 8, 2014. The distribution
is subject to Minewest being listed on the Canadian Stock Exchange.



As a result of the dividend declaration,
Reg Tech retains approximately 3,287,737 shares of Minewest, representing approximately 26.10% of the issued and outstanding common
shares of Minewest at April 30, 2015 (2014 – 26.10%), and has its controlling interest reduced to significant influence
effective November 18, 2011.



During the year ended April 30,
2015 as a result of uncertainty of Minewest’s future after being ceased traded since January 8, 2014, the Company recorded
impairment of equity investment in Minewest of $174,968 after recording loss on equity investment in Minewest of $77,119.



As at April 30, 2015 the Company’s
investment in Minewest was recorded at $Nil (2014 - $252,087) under equity method and held 26.10% ownership in Minewest.



During the year ended April 30,
2014 the Company issued 1,000,000 common shares valued at a fair value of $0.085 per share to settle debt of $120,000 resulting
a gain on debt settlement of $35,000.



At April 30, 2015, the Company
recorded a prepaid expense of $2,323 to Minewest (2014 - $21,732 owed to Minewest by the Company). The amounts owed are unsecured,
non-interest bearing and due on demand.



F-25







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



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



Minewest (Continued)



The following summarizes the financial
information of Minewest:



|Minewest
    Silver and Gold Inc. (in CAD$) |  |  | 
|------------------------------------------- |  |  | 



|                                                |  | April 30, 2015 |         |  | April 30, 2014 | 
|----------------------------------------------- |  | -------------- | ------- |  | -------------- | 
|                                                |  | $              |         |  | $              | 
|Current asset                                   |  |                | 120,570 |  |                | 
|Non-current asset                               |  |                | 7,700   |  |                | 
|Total current assets and total assets           |  |                | 128,270 |  |                | 
|                                                |  |                |         |  |                | 
|Total current liabilities and total liabilities |  |                | 103,218 |  |                | 



|                                            |  | Years Ended April 30, |         
|------------------------------------------- |  | --------------------- | --------
|                                            |  | 2015                  |         
|                                            |  | $                     |         
|Revenue                                     |  |                       | -       
|Operating expenses and loss from operations |  |                       | (2,151  
|Other loss                                  |  |                       | (293,324
|                                            |  |                       |         
|Net loss                                    |  |                       | (295,475



F-26







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



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



Other related parties



At April 30, 2015, the Company
is owed an aggregate of $26,030 (2014 - $88,730) to related parties. During the year ended April 30, 2014 after the Company had
a debt settlement of $267,705 with issuance of 2,230,877 common shares valued at a fair value of $0.10 per share resulting in
a gain on debt settlement of $44,617. The amounts owed are unsecured, non-interest bearing and due on demand. These parties are
companies that the President of the Company controls or significantly influences.



During the year ended April 30,
2015, rent and utility of $15,034 (2014 - $5,903) incurred with a company having common officers and directors.



During the year ended April 30,
2015, total management fees of $30,000 (2014 - $30,000) were accrued or paid to a company having common officers and directors.



During the year ended April 30,
2015, management fees of $11,315 (2014 - $4,598) and director fees of $31,000 (2014 - $11,400) were accrued or paid to officers,
directors and companies controlled by 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.



|8. | Commitments
|-- | -----------



| | a) | In
    connection with the acquisition of Rand, the Company has the following royalty obligations:
| | -- | --------------------------------------------------------------------------------------------------



| | i) | A
    participating royalty is to be paid based on 5% of all net profits from sales, licenses, royalties or income derived from
    the patented technology, to a maximum amount of $10,000,000. The participating royalty is to be paid in minimum annual instalments
    of $50,000 per year beginning on the date the first revenues are derived from the license or sale of the patented technology.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Pursuant
    to a letter of understanding dated December 13, 1993, between the Company and REGI (collectively called the grantors) and
    West Virginia University Research Corporation (“WVURC”), the grantors have agreed that WVURC shall own 5% of all
    patented technology and will receive 5% of all net profits from sales, licenses, royalties or income derived from the patented
    technology.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | A
    1% net profit royalty will be payable to a former director on all U.S. – based sales.
| | ---- | -------------------------------------------------------------------------------------------



| | b) | The
    Company is committed to fund 50% of the further development of the Rand CamTM/Direct Charge Engine Technology,
    with the remaining 50% funded by REGI.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



F-27







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



|9. | Convertible
    Debenture
|-- | -------------------------



On June 1, 2010, the Company issued
a convertible debenture for total proceeds of $50,000 which bore interests at 8% per annum payable monthly, was unsecured and
due one year from date of issuance. The unpaid amount of principal could be converted at any time at the holder’s option
into shares of the Company’s common stock at a price of $0.20 per share. The Company had the option to repay principal and
accrued interest before the due date with 30 days’ notice.



The fair value of the debt component
of the convertible loan was estimated using discounted cash flow at 10% for equivalent debt without the conversion feature. The
fair value of equity component was estimated to be a difference between the fair value of the debt and the face value of the instrument.
The debt and equity components of the convertible loans were then measured using the residual value method and were initially
recorded at $49,242 and $758 respectively.



On February 18, 2011 principal
amount of $30,000 was repaid to the debt holder, with loss on early payment of $170 recorded as financing cost.



On June 1, 2011, the convertible
debenture for total principal of $20,000 matured and renewed to June 1, 2012. The debenture bore interests at 8% per annum payable
monthly and was unsecured. The unpaid amount of principal could be converted at any time at the holder’s option into shares
of the Company’s common stock at a price of $0.20 per share.



The fair value of the debt component
of the convertible loan was estimated using discounted cash flow at 10% for equivalent debt without the conversion feature. The
fair value of equity component was estimated to be the fair value of the debt and the face value of the instrument. The debt and
equity components of the convertible loans were then measured using the residual value method and were initially recorded at $19,695
and $305 respectively.



On June 1, 2013, the convertible
debenture for total principal of $20,000 matured and renewed to June 1, 2014. The debenture bore interests at 8% per annum payable
monthly and was unsecured. The unpaid amount of principal could be converted at any time at the holder’s option into shares
of the Company’s common stock at a price of $0.20 per share.



During the year ended April 30,
2014, the full amount of the convertible debt was repaid without conversion.



During the year ended April 30,
2015, interest of $Nil (2014 - $1,600) was incurred for the debt.



F-28







Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



|10. | 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 endedApril 30, 2015 |          |   | For
                                         the year endedApril 30, 2014 | 
|----------------------------------------------- |  | ------------------------------------------------------------------------- | -------- | - | ------------------------------------------------------------------------- | 
|                                                |  |                                                                           | $        |   |                                                                           | 
|Net loss before income taxes                    |  |                                                                           | (994,230 | ) |                                                                           | 
|Combined federal and provincial income tax rate |  |                                                                           | 26.00    | % |                                                                           | 
|Expected income tax recovery                    |  |                                                                           | (258,500 | ) |                                                                           | 
|                                                |  |                                                                           |          |   |                                                                           | 
|Increase (decrease) due to:                     |  |                                                                           |          |   |                                                                           | 
|Non-deductible expenses                         |  |                                                                           | 161,936  |   |                                                                           | 
|Current and prior tax attributes not recognized |  |                                                                           | 96,564   |   |                                                                           | 
|Income tax expense (recovery)                   |  |                                                                           | -        |   |                                                                           | 



The components of deferred tax
assets are as follows:



|                                 |  | 2015 |            |   | 2014 | 
|-------------------------------- |  | ---- | ---------- | - | ---- | 
|                                 |  |      | $          |   |      | 
|Non-capital losses               |  |      | 1,036,437  |   |      | 
|Intangible assets and other      |  |      | 81,434     |   |      | 
|Equipment                        |  |      | 1,229      |   |      | 
|                                 |  |      | 1,119,100  |   |      | 
|Unrecognized deferred tax assets |  |      | (1,119,100 | ) |      | 
|Net deferred tax assets          |  |      | -          |   |      | 



The Company has non-capital losses
of approximately $3,854,000 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  
|     |  |  |   | 3,853,978



At April 30, 2015, 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.



F-29









Reg Technologies Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

(Expressed in Canadian Dollars)

For the Years Ended April
30, 2015 and 2014



|11. | 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 pursue the development
of its technologies and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. As the
Company is in the development stage, 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, receivables, related party receivables and advances to equity accounted investee.



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 a share offering and the sale of investee shares and warrants, will be sufficient to carry its research
and development plans and 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, 2015.



|12. | Subsequent
    Event
|--- | --------------------



There has been no significant subsequent
event other than normal course of the business operation.



F-30







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)
|4.
    (a) 1  |  | Contract
    among the Company, Rand Technologies Corp. and Rand Energy Group Inc. regarding formation of Rand Energy Group Inc. and arrangement
    of various inter- related matters, dated March 28, 1990                                                                                                     |  | (1)
|4.
    (a) 2  |  | Energy
    Group Acquisition Agreement among the Company, Rand Cam-Engine Corporation, James L. McCann and Rand Energy Group Inc. regarding
    acquisition of technology, and rights to the Rand Cam-Engine, dated March 28, 1990                                                                               |  | (1)
|4.
    (a) 3  |  | Contract
    among the Company, Rand Cam-Engine Corporation Rand Energy Group Inc. and James L. McCann regarding arrangement of various
    inter-related matters concerning issuance of shares, payments, royalties, etc., dated July 30, 1992                                                                  |  | (1)
|4.
    (a) 4  |  | Agreement
    with Center for Industrial Research Applications (CIRA) regarding Year 2: Engine Refinement and Testing on the Rand-Cam Engine                                                                                                                                                                     |  | (1)
|4.
    (a) 5  |  | Research
    & Development Agreement Between Members of the Consortium of Reg Technologies Inc., Rand Energy Group Inc., Hercules Incorporated
    and The West Virginia University Research Corporation, dated May 10, 1994                                                                                     |  | (1)
|4.
    (a) 6  |  | Agreement
    dated October 31, 1995 between the Company and REGI U.S., Inc. regarding assignment of Machine Vision Technology agreement
    with Integral Vision Systems, Inc.                                                                                                                                  |  | (2)
|4.
    (a) 7  |  | Cooperative
    Agreement between the Company and Global Aircraft Corporation regarding NASA General Aviation Propulsion Program                                                                                                                                                                                 |  | (3)
|4.
    (a) 8  |  | Agreement
    dated June 22, 1997 between John Weston and the Company regarding the acquisition of rights to Air/Vapour Flow Systems by
    the Company from Weston                                                                                                                                              |  | (4)
|4.
    (a) 9  |  | Agreement
    dated September 23, 1997 between the Company, REGI U.S., Inc. and SMR Investments Ltd. regarding the assignment of the above
    agreement by the Company to REGI and SMR pending regulatory approval of the original agreement                                                                    |  | (4)
|4.
    (a) 10 |  | Agreement
    dated December 31, 1997 between the Company REGI U.S., Inc. and SMR Investments Ltd. regarding the Canadian rights to the
    AVFS and repayment of advances to Weston by SMR                                                                                                                      |  | (4)
|4.
    (a) 11 |  | Joint
    Venture Agreement dated July 28, 1998 between REGI U.S., Inc and Trans Air Manufacturing Corporation regarding development
    and manufacturing of a prototype Bus Compressor                                                                                                                         |  | (4)
|4.
    (a) 12 |  | Agreement
    dated August 5, 1998 between the Company and T.W. Blasingame Company, Inc. (Blasingame) regarding the licensing of certain
    Rand Cam/Direct Charge Engine manufacturing rights to Blasingame and licensing of certain rights to the “Vane Restraint
    Mechanism” by Blasingame to the Company |  | (5)
|4.
    (a) 13 |  | Cooperative
    and Licensing Agreement dated December 14, 1998 between the Company, REGI U.S., Inc. Rand Energy Group, Inc. USA and Global
    Aircraft Corporation regarding the NASA SBIR Phase I Contract for development of the Rand-Cam Diesel Aircraft Engine                                             |  | (5)
|4.
    (a) 14 |  | Agreement
    made as of October 27, 2000 with GHM Inc. regarding 50% interest in the rights to the hydrogen separator technology                                                                                                                                                                                |  | (7)
|4.
    (a) 15 |  | Agreement
    between Radian, Inc., Reg Technologies Inc., REGI U.S., Inc. and Rand Energy Group Inc. made as of April 24, 2002                                                                                                                                                                                  |  | (8)



- 49 -







|Number        |  | Description                                                                                                                                                                                       |  |     
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                                                                                                                                   |  |     
|4.
    (a) 16 |  | Agreement
    between REGI and Advanced Ceramics Research dated March 20, 2002                                                                                                                    |  | (8) 
|4.
    (a) 17 |  | Agreement
    between REGI U.S, Inc. and Reg Technologies Inc. and Anuvu Incorporation dated June 29, 2005                                                                                        |  | (9) 
|4.
    (b) 1  |  | Management
    Agreement between the Company and SMR Investments Ltd., dated April 2, 1993                                                                                                        |  | (1) 
|4.
    (b) 2  |  | Agreement
    between Brian Cherry, Sky Technologies, Inc. and Rand Energy Group Inc., regarding U.S. rights to the Rand Cam/Direct Charge
    Engine dated August 20, 1993                       |  | (1) 
|4.
    (b) 3  |  | Employment
    Agreement between Sky Technologies, Inc. and Patrick Badgley dated February 9, 1994                                                                                                |  | (1) 
|4.
    (b) 4  |  | Management
    Agreement between Sky Technologies, Inc. and Access Information Services, Inc., dated April 1, 1994                                                                                |  | (1) 
|4.
    (b) 5  |  | Agreement
    between the Company and Rand Energy Group Inc. granting the Company rights to negotiate and sell licenses and marketing rights
    for the Rand Cam Engine, dated February 27, 1992 |  | (1) 
|4.
    (b) 6  |  | Management
    Agreement dated May 1, 1996 between the Company and SMR Investments Ltd.                                                                                                           |  | (3) 
|8.1           |  | List
    of Parents and Subsidiaries of the Company                                                                                                                                               |  | (10)
|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)
|15.1          |  | Consent
    of A Chan & Company LLP, Chartered Accountants                                                                                                                                        |  | (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
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 1996                                      
|3)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 1997                                      
|4)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 1998                                      
|5)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 1999                                      
|6)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 2000                                      
|7)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 2001                                      
|8)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 2002                                      
|9)  |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 2006                                      
|10) |  | Incorporated
                                         by reference to the Registrant’s Annual Report on Form 20-F for the fiscal year
                                         ended April 30, 2009                                      
|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.                                                                                                                                                                        



- 50
                                                                                                                                                                               -









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:
    September 1, 2015 | By: | /s/
    “John G. Robertson”
|                             |     |                            
|                             |     |                            





- 51 -