What changed in this filing

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Item 1. Financial Statements

2021-01-13 compared with 2020-07-14 · 138 added, 219 removed, 423 unchanged (46% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the nine month period ended May 31, 2020 form part of this quarterly report.

Our unaudited condensed financial statements for the three month period ended November 30, 2020 form part of this quarterly report.

They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

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(Expressed in U.S.

Cash and cash equivalents

Marketable securities (Note 4)

Accounts receivable

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Total current assets

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable

Loan from related party (Note 5)

Due to related parties (Note 6)

Total Current Liabilities

STOCKHOLDERS' DEFICIENCY

Common Stock (Note 6)

STOCKHOLDERS' EQUITY

Share capital

200,000,000 common shares with a par value of $0.001 per share

Issued and outstanding:

128,471,700 common shares at May 31, 2020 and August 31,2019:

128,471,700 common shares at November 30, 2020 and August 31,2020:

Additional paid-in capital (Note 7)

Deficit accumulated during the exploration stage

Total Stockholders' Deficiency

Total Liabilities and Stockholders' Deficiency

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

Commitments (Note 9)

Subsequent Events (Note 11)

The accompanying notes are an integral part of these unaudited condensed interim financial statements

ENERTOPIA CORP.

CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS' DEFICIENCY (UNAUDITED)

CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(Expressed in U.S.

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Balance, August 31, 2019

Shares issued for Private Placement on September 21

Comprehensive income (loss)

Shares issued for LOI on October 28

Comprehensive loss

Balance, November 30, 2019

Stock options granted on February 25

Comprehensive Income (loss)

Balance, February 29, 2020

Shares issued for Private Placement on March 27

Comprehensive income (loss)

Comprehensive loss

Balance, May 31, 2020

Comprehensive income (loss)

Comprehensive loss

Balance, August 31, 2020

Shares issued for LOI on October 28

Stock options granted on November 12

Comprehensive income (loss)

Balance, November 30, 2020

Stock options granted on February 25

Comprehensive income (loss)

Balance, February 29, 2020

Comprehensive income (loss)

Balance, May 31, 2020

The accompanying notes are an integral part of these unaudited condensed interim financial statements

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THREE MONTHS ENDED

NINE MONTHS ENDED

Accounting and audit

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Research and Development

Stock based compensation

Stock based compensation (Note 8)

Total expenses

Loss for the period before other items

Other income (expense)

Foreign exchange gain (loss)

Income from royalty grant (Note 4)

Income (loss) and comprehensive income (loss) for the period

Basic and diluted earnings (loss) per share

Weighted average number of common shares

outstanding - basic and diluted

Unrealized gain on marketable securities

Realized gain on marketable securities

Income from royalty granted (Note 5)

Net Income (loss) and comprehensive Income (loss) for the period

Basic Income (loss) per share

Diluted Income (loss) per share

Weighted average number of common shares outstanding - basic

Weighted average number of common shares outstanding - diluted

The accompanying notes are an integral part of these unaudited condensed interim financial statements

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(Expressed in U.S.

NINE MONTHS ENDED

THREE MONTHS ENDED

Cash flows used in operating activities

Income (loss)

Net Income (loss)

Changes to reconcile net loss to net cash used in operating activities

Stock based compensation

Shares issued for exploration cost

Interest on loan payable

Stock based compensation

Income from Royalty grant

Unrealized gain on marketable securities

Gain on disposal of marketable securities

Interest on loan payable

Change in non-cash working capital items:

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Cash flows from Investing activities

Proceeds from sale of royalty grant

Proceeds from disposal of marketable securities

Proceeds from royalty grant

Net cash from investing activities

Cash flows from financing activities

Repayment of loan from related party

Net proceeds from subscriptions received

Net cash (used in) from financing activities

Increase (Decrease) in cash and cash equivalents

Cash, beginning of period

Cash, end of period

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental information of cash flows

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NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2020

(Expressed in U.S.

The unaudited condensed interim financial statements for the period ended May 31, 2020 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

The unaudited condensed interim financial statements for the period ended November 30, 2020 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

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The accompanying unaudited condensed interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business for the foreseeable future.

The Company had a working capital deficit of $361,707 as at May 31, 2020 ($455,885 as at August 31, 2019).

The Company had income of $65,381 for the nine months ended May 31, 2020 (loss of $366,383 for the nine months ended May 31, 2019) and as at May 31, 2020 has incurred cumulative losses of $14,248,778 that raises substantial doubt about its ability to continue as a going concern.

The Company had a working capital deficit of $154,903 as at November 30, 2020 ($392,956 as at August 31, 2020).

The Company incurred net cash outflows from operating activities of $40,322 for the three months ended November 30, 2020 ($2,351 for the three months ended November 30, 2019) and as at November 30, 2020 has incurred cumulative losses of $14,057,424 that raises substantial doubt about its ability to continue as a going concern.

Management has been able, thus far, to finance the operations through equity financing and cash on hand.

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The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

On an ongoing basis, we evaluate our estimates, judgments, and assumptions, including those related to revenue recognition, inventory valuation, and stock based compensation (expense and liability).

On an ongoing basis, we evaluate our estimates, judgments, and assumptions, including those related to stock based compensation (expense and liability).

Our estimates, judgments, and assumptions are based on historical experience, future expectations, and other factors which we believe to be reasonable.

Actual results could differ from those estimates and assumptions.

c) Recently Adopted Accounting Pronouncements

In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for nonemployee share-based payment transactions.

The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor's own operations by issuing share-based payment awards.

The adoption of this ASU did not have any impact on these financial statements.

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases.

The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP.

A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities.

If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

The adoption of this standard did not have any impact on the Company's results of operations, financial condition, cash flows, and financial statement disclosures, as the Company's leases are all for terms of less than 12 months.

d) New Accounting Pronouncements

In June 2016, the FASB issued a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The standard will be adopted upon the effective date for us beginning September 1, 2020.

The adoption of the standard is not expected to have a significant impact on the Company's financial statements.

In August 2018, the FASB issued ASU 2018-13, which changes the fair value measurement disclosure requirements of ASC 820.

The ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods therein.

Early adoption is permitted.

The adoption of this ASU is not expected to have a significant impact on the Company's financial statements.

MARKETABLE SECURITIES

Marketable securities consist of the Company's investment in units of Grayscale Bitcoin Trust.

As at November 30, 2020, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2019

Additions - cost

Unrealized gain

Balance, August 31, 2020

Proceeds from disposals

Gain on disposals

Unrealized gain

Balance, November 30, 2020

MINERAL PROPERTY

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The claims are in good standing until August 31, 2021.

On October 28, 2019, the Company signed an LOI with Eagle Plains Resources Ltd.

("Eagle Plains") to earn up to 75% interest in the Pine Channel gold project in Saskatchewan, Canada (the "Pine Channel SK Property").

The terms of the LOI included periodic payments cash payments, exploration expenditures, as well as issuance of common shares of the Company.

Upon signing the LOI, the Company issued 1,000,000 of its common shares to Eagle Plains, valued at $11,489.

The Company dropped the LOI on Dec 13 th , 2019 and has no further related commitments.

On February 11, 2020, the Company signed a 1% Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $200,000.

The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.

On October 29, 2020, the Company signed a 1% Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $250,000.

The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.

RELATED PARTIES TRANSACTION

For the nine month period ended May 31, 2020, the Company was party to the following related party transactions:

Incurred $10,500 (May 31, 2019:

For the three month period ended November 30, 2020, the Company was party to the following related party transactions:

The Company incurred $Nil (November 30, 2019:

$10,500) to the President of the Company in consulting fees.

As at May 31, 2020, the accounts payable to the President of the Company was $194,515 (August 31, 2019:

The President of the Company voluntarily suspended and terminated accrual of consulting fees commencing on December 1, 2019 and continuing until such time as the Company's financial condition permits a resumption of such cost.

During the year ended August 31, 2019, the Company received a short-term loan from the President of the Company in the amount of CAD$20,000 ($15,301).

The loan accrued interest at 10% per annum and had an original term of 90 days, to be repaid, with interest, on October 19, 2019.

The loan and the related interest, together amounting to $15,968, was repaid to the President of the Company on February 15, 2020.

During the three months ended November 30, 2020, the Company repaid $5,250 of amounts outstanding resulting in accounts payable to the President of the Company of $183,584 as at November 30, 2020 (August 31, 2020:

The related party transactions are recorded at the exchange amount established and agreed to between the related parties.

On September 21, 2018, the Company closed the final tranche of a private placement of 2,225,000 units at a price of CAD$0.03 per unit for gross proceeds of CAD$66,750 (equivalent of $51,678).

Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 36 months from the date of issuance, at a purchase price of $0.05.

A cash finders' fee of CAD$6,075 and 202,500 full broker warrants that expire September 21, 2021 was paid to third parties.

The broker warrants have the same terms as the warrants issued as part of the unit offering.

On March 27, 2019, the Company closed a tranche of a private placement of 5,506,769 units at a price of CAD$0.03 per unit for gross proceeds of CAD$143,176 ($106,809).

Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 48 months from the date of issuance, at a purchase price of $0.04.

A cash finders' fee of CAD$13,068 ($9,748) and 502,600 full broker warrants that expire March 27, 2023 was paid to third parties.

The broker warrants have the same terms as the warrants issued as part of the unit offering.

On October 28, 2019, the Company signed an LOI with Eagle Plains Resources Ltd.

("Eagle Plains").

to earn up to 75% interest in the Pine Channel gold project in Saskatchewan, Canada (the "Pine Channel SK Property").

The terms of the LOI included periodic payments cash payments, exploration expenditures, as well as issuance of common shares of the Company.

Upon signing the LOI, the Company issued 1,000,000 of its common shares to Eagle Plains, valued at $11,489.

As at May 31, 2020 the Company had 128,471,700 shares issued and outstanding and as at August 31, 2019, the Company had 127,471,700 shares issued and outstanding.

On October 28, 2019 the Company issued 1,000,000 shares to Eagle Plains Resources Ltd.

upon entering LOI (Note 5).

As at November 30, 2020 and August 31, 2020 the Company had 128,471,700 shares issued and outstanding.

STOCK OPTIONS AND WARRANTS

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and attracting new Directors, Officers, Employees and Consultants.

On February 25 th , 2020 the Company granted 2,000,000 stock options with cashless provision to a consultant to serve on the Company's Technology Advisory Board.

The incentive stock options are valid for two years and exercisable at a price of $0.02 per share.

The fair value of these options was estimated as of the date of the grant to be $0.01 per option by using the Black-Scholes option pricing model with the following assumptions:

Expected stock price volatility:

On November 12, 2020, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $0.05 vested immediately, expiring November 12, 2025.

The fair value of the options granted was estimated on the date of the grant using the Black-Scholes options pricing model, with the following weighted average assumptions:

Expected dividend yield

Expected stock volatility

Risk-free interest rate

Expected life:

Dividend yield:

For the nine-month period ended May 31, 2020, the Company recorded $17,308 (May 31, 2019 - $nil) stock based compensation expenses.

A summary of the changes in stock options for the nine months ended May 31, 2020 is presented below:

Expected life of options (years)

Expected forfeiture rate

Grant date fair value per option

During the three-month period ended November 30, 2020, the Company recorded $15,450 (November 30, 2019 - $Nil) as stock based compensation expenses and a total of 1,100,000 stock options expired without being exercised (November 30, 2019 - 1,000,000).

A summary of the changes in stock options for the three months ended November 30, 2020 is presented below:

Options Outstanding

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Balance, August 31, 2020

Balance, May 31, 2020

Balance, November 30, 2020

The Company has the following options outstanding and exercisable:

November 30, 2020

Options outstanding and exercisable

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contractual life

*As at November 30, 2020 the market price of the Company's common shares was $0.0327 per share.

A total of 2,000,000 incentive stock options, exercisable at $0.02, were in the money with an intrinsic value of $25,400.

August 31, 2020

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contractual life

*The aggregate intrinsic value for options outstanding and exercisable as at May 31, 2020 was $Nil.

During the year ended August 31, 2019, the Company issued 7,731,769 warrants attached to units in private placements and 705,100 broker warrants in connection with the private placements.

The fair value of the brokers warrants was $12,861, recorded as share issuance costs off-setting the gross proceeds of private placements in additional-paid-in-capital, and was calculated using the Black Scholes option pricing model, with the following weighted average assumptions:

expected volatility 150%, risk-free interest rate:

2.38%, expected life:

3.71 years, dividend yield:

A summary of warrants as at May 31, 2020 and August 31, 2019 is as follows:

During the period ended November 30, 2020 there were no warrants issued.

A summary of warrants as at November 30, 2020 and August 31, 2020 is as follows:

Warrants Outstanding

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Balance, August 31, 2019

Balance, February 29, 2020

The Company has the following warrants outstanding and exercisable.

Balance, August 31, 2020 and November 30, 2020

Outstanding 1

August 31, 2021

September 21, 2021

March 27, 2023

September 21, 2021

August 31, 2021

Each warrant entitles a holder to purchase one common share.

The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $3,500 per month plus goods and services tax ("GST") on a continuing basis.

The President voluntarily suspended and terminated accrual of these consulting fees commencing on December 1, 2019 and continuing until such time as the Company's financial condition permits a resumption of such cost.

SEGMENTED INFORMATION

As at May 31, 2020 and August 31, 2019, the Company is operating its business in one reportable segment:

As at November 30, 2020 and August 31, 2020, the Company is operating its business in one reportable segment:

natural resource acquisitions.

All of the Company's material long-lived assets are located in the United States.

SUBSEQUENT EVENTS

On December 14, 2020 the Company signed Rodney B Blake to a 12 month consulting contract and the issuance of 100,000 stock options valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company signed Definitive Agreement to acquire 100% interest in United States Patent and Trademark Office ("USPTO") patent #6,024,086 - Solar energy collector having oval absorption tubes by issuing 1,000,000 common shares of the Company.

The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086.

The Technology is to be adapted to work at our Clayton Valley lithium project.

If successful the technology could have several clean energy applications.

If successful a joint venture would be formed at a later date to be determined.

On December 14, 2020 the Company signed Albert Clark Rich to a 12 month consulting contract and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company granted 1,000,000 stock options valid for 5 years at $0.05 cents each to Mark Snyder a consultant with the Company.

On December 14, 2020 the Company granted 500,000 stock options valid for 5 years at $0.05 cents each to Robert McAllister CEO of the Company.

Management's Discussion and Analysis of Financial Condition and Results of Operations

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In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

All references to "CAD$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "Company" mean Company and/or our subsidiaries, unless otherwise indicated.

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Our telephone number is (250) 870-2219.

Our current location provides adequate office space for our purposes at this stage of our development.

Since March 2020, several measures have been implemented in Canada, the United States, and the rest of the world in response to the increased impact from the novel coronavirus ("COVID-19").

While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impact on our business operations cannot be reasonably estimated at this time.

We anticipate this could have an adverse impact on our exploration plans, results of operations, financial position and cash flows during the current fiscal year.

Our current location provide adequate office space for our purposes at this stage of our development.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer.

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And issued 1,000,000 of our common shares to Eagle Plains Ltd.

On December 13 th 2019 the Company dropped the LOI with Eagle Plains Resources Ltd.

On December 13 th 2019 the Company dropped the Pine Channel LOI.

On December 31 st 2019 the Company dropped its Canadian Securities Listing (CSE).

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On February 25 th 2020 the Company signed Mark Snyder to a one year Technology Advisory Board.

Monthly contract rate of $1,000 per month and this issuance of 2,000,000 stock options valid for two years at a strike price of $0.02 per share.

Monthly contract rate of $1,000 per month and the issuance of 2,000,000 stock options valid for two years at a strike price of $0.02 per share.

On October 29, 2020 the Company signed a 1% royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $250,000.

The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.

On November 12, 2020 the Company signed Flathead Business Solutions to a 12 month contract for $12,000 and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

Chronological Overview of our Business over the Last Five Years

On September 18, 2014 we announced that we had provided notice to WOM alleging default under the terms of the joint venture agreement for, among other things, WOM's failure to provide an accounting and financial information for the use of proceeds paid into the joint venture.

On October 16, 2014 we entered into a termination and settlement agreement, dated effective October 14, 2014, with WOM and Mathew Chadwick (WOM's representative and our former director), pursuant to which we relinquished our 31% interest in the joint venture and exchanged mutual releases with WOM and Mr.

Chadwick resigned from our board of directors and as an officer of our company, and WOM returned for cancellation 15,127,287 of our common shares that had been issued to it.

Given the foregoing, all relationships between the parties, including but not limited to the joint venture, have been terminated.

No production license under the MMPR had been awarded or was forthcoming at the time of termination.

On October 16, 2014, we entered into a termination and settlement agreement, dated effective October 14, 2014, with World of Marihuana Productions Ltd.

("WOM") and Mathew Chadwick (WOM's representative and our former director), pursuant to which we relinquished our 31% interest in the joint venture and exchanged mutual releases with WOM and Mr.

Chadwick resigned from our board of directors and as an officer of our company, and WOM returned for cancellation 15,127,287 of our common shares that had been issued to it.

Given the foregoing, all relationships between the parties, including but not limited to the joint venture, have been terminated.

No production license under the MMPR had been awarded or was forthcoming at the time of termination.

On November 3, 2014, the Company granted 2,100,000 stock options to directors, officers and consultants of the Company, vesting immediately with an exercise price of $0.10, expiring November 3, 2019.

On November 18, 2014, the Company granted 100,000 stock options to a consultant of the Company, vesting immediately with an exercise price of $0.10, expiring November 18, 2019.

On January 30, 2015, we closed the first tranche of a private placement of 1,665,000 units at a price of CAD$0.06 per unit for gross proceeds of US$79,920, CAD$99,900.

Each Unit consists of one common share of the Company and full non-transferable Share purchase warrant.

Each Warrant will be exercisable into one further Share at a price of US$0.10 per Warrant Share at any time until the close of business on the day which is 24 months from the date of issue of the Warrant, and thereafter at a price of US$0.15 per Warrant Share at any time until the close of business on the day which is 36 months from the date of issue of the Warrant.

On February 6, 2015, the Company's Board has appointed Bal Bhullar as a Director of the Company.

Bhullar has been and continues to be the Chief Financial Officer of the Company since October 9, 2009.

February 6, 2015, the Board of Directors accepted the resignation of John Thomas as Director of the Company.

On February 9, 2015, Enertopia announced the launch of a new product line V-Love TM for women's sexual pleasure.

V-Love TM is a brand new water based, silky smooth fragrance free personal lubricant and intimate gel especially designed for women.

On March 12, 2015, the Company closed its final tranche of a private placement of 590,000 units at a price of CAD$0.06 per unit for gross proceeds of CAD$35,400.

A cash finders' fee of CAD$2,832 and 47,200 full broker warrants that expire on March 12, 2018 was paid to Canaccord Genuity.

In May, 2015, V-Love TM was available to the retail market for purchase in stores and at various events.

On June 11, 2015, we entered into a mutual Termination Agreement with The Green Canvas Ltd.

pursuant to which we terminated our relationship and relinquished our 49% interest in the joint venture to establish a medical marijuana production facility near Regina, Saskatchewan.

In consideration of the termination, The Green Canvas returned for cancellation 6,400,000 shares of our common stock previously issued to GCL.

On June 11, 2015, we entered into a Letter of Intent dated June 10, 2015 with Shaxon Enterprises Ltd.

to sell our 51% interest in our Burlington Joint Venture with Lexaria Corp., including our interest in MMPR application number 10QMM0610 for the proposed Burlington, Ontario production facility.

The sale would be completed by the sale of our wholly owned subsidiary, Thor Pharma Corp.

Subsequent to the LOI with Shaxon Enterprises Ltd., the Burlington Joint Venture between Enertopia and Lexaria which was entered into on May 28, 2014 was terminated due to the pending sale of the project.

As a result of the termination, 500,000 restricted and escrowed common shares of Lexaria issued to our Company at a deemed price of $0.40 will be returned to treasury and cancelled.

The Enertopia and Lexaria Master Joint Venture Agreement entered into on March 5, 2014 is still effective and governs the relationship between the parties.

On June 26, 2015, we signed a Definitive agreement to sell our wholly owned subsidiary, Thor Pharma Corp along with the MMPR application number 10MMPR0610.

The Burlington MMPR license application will continue in the application process under new ownership.

Pursuant to the agreement, we received a non-refundable $10,000 deposit and are entitled to receive up to $1,500,000 in milestone payments upon the Burlington facility becoming licensed under the MMPR.

These monies would be split equally with Lexaria Corp.

Notwithstanding the foregoing, we can neither guarantee nor provide a meaningful time estimate regarding the potential grant of a production license for the Burlington facility.

On June 29, 2015, we that announced V-Love TM became available at London Drugs Limited stores.

V-Love TM is currently available at London Drugs stores across Western Canada in the provinces of British Columbia, Alberta, Saskatchewan and Manitoba.

On July 7, 2015 we announced that V-Love TM became available for purchase online in Canada at Amazon.ca.

On July 30, 2015 we announced the launch of V-Love.co, our product website for V-Love TM .

As at August 31, 2016, with the Company's strategic direction mostly being focused on natural resources and technology relating to the resource sector, the health and wellness portion of the business is discontinued.

On October 23, 2015, the Company's Board has appointed Kevin Brown as a Director of the Company and Victor Lebouthillier as an advisor to the Board of Directors.

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The loan provides for a 10% annual interest rate and was repayable on October 19, 2019.

The loan remains outstanding as of the date of this filing.

On February 15, 2020 the loan plus interest was paid back in full.

Our Current Business

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On August 30, 2017, the Company announced the staking of Lode and Placer claims of BLM lands in Esmeralda county Nevada covering approximately 160 Acres subject to adjustment.

The Company has a 100% interest in the lands and is only responsible for the yearly maintenance fees to the BLM (estimated to be $2,635) and County (estimated to be $212) to keep its 100% interest.

The Company has an 100% interest in the lands and is only responsible for the yearly maintenance fees to the BLM (estimated to be $2,635) and County (estimated to be $212) due November 1, 2018 to keep its 100% interest.

During the year ending August 31, 2019, the Company paid $2,805 in maintenance fees.

The claims are in good standing until August 31, 2020.

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The property is without known reserves and the current work programs are exploratory in nature.

The Company has signed a 1% Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $200,000.

These funds are going to assist with the Company's exploration plans.

The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.

On April 2, 2020 the Company announced it's maiden 43-101 Lithium resource report which can be found at the Company's website www.enertopia.com

Esmeralda County Lode and Placer Claims:

Current exploration is at the grass roots stage with surface sampling and two small 250 pound bulk samples being taken in 2017.

The Company completed additional laboratory testing of synthetic brines.

The Company continues to evaluate off the shelf technology to determine the preferred methods for potentially producing commercial products from the processing of synthetic brines.

On November 5, 2018, the Company received an Area of Disturbance permit from the Bureau of Land Management, Nevada, allowing the Company access for a series of diamond drill holes.

The diamond drill program consists of 5 diamond drill holes totaling approximately 2,000 feet.

The Company expects to use the recovered lithium enriched material for metallurgical and pH solution testing.

The diamond drill program was completed during fiscal 2019.

The Company will undertake systematic and thorough solution testing of the drilled lithium enriched horizons.

The diamond drill program will consist of 5 diamond drill holes totaling approximately 2,000 feet.

Four drill holes will allow the Company to provide an inaugural 43-101 project wide lithium resource.

A fifth diamond drill hole drilled to an estimated depth of 400 feet with the recovered lithium enriched material being used for metallurgical and pH solution testing.

On February 14, 2019 the Company announced the drill result from the diamond drill program.

The Company will undertake systematic and through solution testing of the drilled lithium enriched horizons.

This will enable the Company to map the subsurface horizons as per oxide and reduced horizons and further differentiate the grade of Lithium in solution that can be potentially recovered in a low CAPEX and low-cost extraction methods.

On April 2, 2020 the Company announced it's maiden 43-101 Lithium resource report which can be found at the Company's website www.enertopia.com

Esmeralda County Lode and Placer Claims:

The continuation of our business is dependent upon obtaining further financing, a successful program of development, and, finally, achieving a profitable level of operations.

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Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations - Three Months Ended May 31, 2020 and May 31, 2019

The following summary of our results of operations should be read in conjunction with our financial statements for the nine month period ended May 31, 2020, which are included herein.

Our operating results for the three months ended May 31, 2020, for the three months ended May 31, 2019 and the changes between those periods for the respective items are summarized as follows:

Three Months Ended

Results of Operations - Three Months Ended November 30, 2020 and November 30, 2019

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended November 30, 2019, which are included herein.

Our operating results for the three months ended November 30, 2019, for the three months ended November 30, 2018 and the changes between those periods for the respective items are summarized as follows:

Change Between

Three Month Periods Ended

May 31, 2020 and May 31, 2019

Three Month Period

November 30, 2020 and

November 30, 2019

Revenue (cost recovery)

1 unchanged sentence

Other expenses (income)

Income from royalty granted

General and administrative

3 unchanged sentences

Exploration expenses

Research and development

Stock based compensation

Professional fees

Net (income) loss

Our financial statements report revenue of $Nil for the three months ended May 31, 2020 and May 31, 2019.

Our financial statements report a net loss of $30,797 for the three-month period ended May 31, 2020.

This is comparison to a net loss of $67,128 for the three-month period ended May 31, 2019.

Our operating costs however during the three months ended May 31, 2020 were $33,179 compared to $68,390 during the three months ended May 31, 2019.

The decrease was largely due to lower G&A, research and development investor relations costs as a result of the Company's reduced activity during fiscal 2020 so far.

Results of Operations - Nine Months Ended May 31, 2020 and May 31, 2019

The following summary of our results of operations should be read in conjunction with our financial statements for the nine-month period ended May 31, 2020, which are included herein.

Our operating results for the nine-month period ended May 31, 2020, for the nine month period ended May 31, 2019 and the changes between those periods for the respective items are summarized as follows:

Nine Months Ended

Change Between

Nine Month Periods Ended

May 31, 2020 and May 31, 2019

Revenue (cost recovery)

Cost of product sales

Other expenses (income)

Income from royalty granted

General and administrative

Investor relations

Consulting fees

Fees and dues

Exploration expenses

Research and development

Stock based compensation

Professional fees

Net (income) loss

Our accumulated losses were $14,248,778 as at May 31, 2020.

Our financial statements report revenue of $Nil for the nine months ended May 31, 2020 and May 31, 2019.

During 2020, we signed a 1% Royalty agreement with respect to any future commercial lithium production from our Clayton Valley, Nevada claims in exchange for $200,000.

This $200,000 will assist the Company with its future exploration plans and was recognized as income.

As a result, our financial statements report a net income of $65,381 for the nine-month period ended May 31, 2020.

This is comparison to a net loss of $366,383 for the nine-month period ended May 31, 2019.

Our operating costs however during 2020 were $138,335 compared to $366,093 during 2019.

The decrease was largely due to exploration and investor relations costs as a result of the Company's reduced activity during fiscal 2020 so far.

As at May 31, 2020, we had $466,284 in current liabilities, which is comparable to current liabilities as at August 31, 2019 ($502,130), with certain liabilities, including the short-term loan to the President of the Company settled during the nine months ended May 31, 2020.

Our net cash used in operating activities for the nine months ended May 31, 2020 was $101,007 compared to $306,243 for the nine months ended May 31, 2019, due to our efforts to conserve our current cash resources.

Net loss (income)

Our accumulated losses are $14,057,424 at November 30, 2020.

Our financial statements report revenue of $Nil for the three months ended November 30, 2020 and November 30, 2019.

Our financial statements report a net income of $222,603 for the three-month period ended November 30, 2020, compared to a net loss of $49,607 for the three-month period ended November 30, 2019.

Our net income has increased by $272,210 for the three-month period ended November 30, 2020.

The net income for the period ended November 30, 2020 is the result of a royalty sale for proceeds of $250,000.

Our operating costs were lower by $6,256 for November 30, 2020 compared to November 30, 2019.

The decrease was largely due to reduced exploration expenses, reduced investor relations and consulting fees as a result of the Company's reduced activity during fiscal 2020 so far.

As at November 30, 2020, we had $476,467 in current liabilities, which is comparable to current liabilities as at August 31, 2020.

Our net cash used in operating activities for the three months ended November 30, 2020 was $40,322 compared to $2,351 used in the three months ended November 30, 2019.

Liquidity and Financial Condition

3 unchanged sentences

Working capital surplus/(deficit)

Nine Months Ended

Cash flows (used in) operating activities

1 unchanged sentence

Cash flows from financing activities

Net increase (decrease) in cash

Net increase (decrease) in cash during year

Operating Activities

Net cash used in operating activities was $101,007 in the nine-month period ended May 31, 2020 compared with $306,243 in the same period in 2019.

The Company's lower expenditures were a concerted effort to conserve its cash resources until financing could be arranged.

Net cash used in operating activities was $40,332 in the three months ended November 30, 2020 compared with net cash used in operating activities of $2,351 in the same period in 2019.

Financing Activities

Net cash used in financing activities during the nine months ended May 31, 2020 was $15,968, representing the repayment of the short-term loan from the Company's President.

During the nine months ended May 31, 2019, the cash from financing activities was $144,036 from issuance of 7,731,769 common shares in private placements.

Net cash provided by financing activities was $252,069 in the three months ended November 30, 2020 compared to $Nil in the same period in 2019.

Investing Activities

Net cash provided in investing activities was $200,000 in the nine month period ended May 31, 2020 compared to $Nil in the same period in 2019.

The net cash inflow was primarily the result of the Company's 1% Royalty agreement with respect to any future commercial lithium production from our Clayton Valley, Nevada claims.

Net cash provided in investing activities was $Nil in the three months ended November 30, 2020 compared to $Nil in the same period in 2019.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements