Enertopia Corp. 10-K

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares are quoted on the Over-the-Counter Bulletin Board and the OTCQB quotation service under the symbol "ENRT." Our CUSIP number is 29277Q1047. The following quotations reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices of our common stock on the OTCQB quotation service and Over-the-Counter Bulletin Board for the periods indicated below are as follows: Quarter Ended (1) High Low August 2021 $0.12 $0.053 May 2021 $0.185 $0.037 February 2021 $0.285 $0.03 November 2020 $0.067 $0.008 Quarter Ended (1) High Low August 2020 $0.018 $0.009 May 2020 $0.029 $0.005 February 2020 $0.063 $0.002 November 2019 $0.013 $0.005 (1) The quotations above were obtained from Yahoo Finance, reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. On October 29, 2021, the last closing price for one share of our common stock as reported by the OTC Bulletin Board was $0.061. This closing price reflects an inter-dealer price, without retail mark-up, mark-down or commission, and may not represent an actual transaction. 21 As of June 23, 2021, there were 3,487 holders of record of our common stock. As of October 30, 2021, 141,902,700 common shares were issued and outstanding. Our common shares are issued in registered form. Nevada Agency and Trust Company, is the registered agent, 50 West Liberty Street, Suite 880, Reno, Nevada 89501 (Telephone: 775.322.0626; Facsimile: 775.322.5623). Dividend Policy We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors. Recent Sales of Unregistered Securities On January 9, 2021 the Company issued 70,000 common shares as a result of the exercise of 70,000 options exercised at $0.065 per common share. On January 14, 2021, Enertopia closed a private placement of 3,000,000 units a price of $0.06 per unit for net proceeds of $180,000. Each Unit consists of one common share of the Company and one-half non-transferable Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable into one further Share (a "Warrant Share") at a price of $0.09 per Warrant Share at any time until the close of business on the day which is 12 months from the date of issue of the Warrant. On January 29, 2021 the Company issued 1,500,000 common shares as a result of the exercise of 1,773,224 cashless options exercised at $0.02 per common share. On March 2, 2021 the Company issued 250,000 common shares as a result of the exercise of 250,000 options exercised at $0.07 per common share. On March 3, 2021 the Company issued 300,000 common shares as a result of the exercise of 300,000 options exercised at $0.07 per common share. On June 1, 2021, the Company issued 2,000,000 common shares as a result of the exercise of 2,000,000 warrants exercised at $0.05 per common share. On June 8, 2021, the Company issued 400,000 common shares as a result of the exercise of 400,000 warrants exercised at $0.05 per common share. On June 8, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 options exercised at $0.07 per common share. On June 29, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.05 per common share. On July 29, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share. On Aug 23, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share. On Aug 31, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share. 22 Equity Compensation Plan Information We have no long-term incentive plans other than the stock option plan described below: 2007 Equity Compensation Plan On April 25, 2007, our shareholders approved and adopted the 2007 equity incentive plan. The purpose of the Plan is to secure for our company and our shareholders the benefits of incentive inherent in share ownership by the directors and employees of our company and our Affiliates who, in the judgment of our board, will be largely responsible for our company's future growth and success. It is generally recognized that equity incentive plans of the nature provided for herein aid in retaining and encouraging directors and employees of exceptional ability because of the opportunity offered them to acquire a proprietary interest in our company. The maximum number of Options available under the Plan, are for the issuance of up to 1,000,000 shares of common stock of our company. On December 14, 2007, we granted 892,500 post share consolidation stock options to directors, officers, and consultants of our company exercisable at a price of $0.70 per share for a period of 5 years. On October 22, 2009, we modified the exercise price of these stock options to $0.20 per share. The vesting dates of the options are as below: Vesting Dates Percentage of options granted December 14, 2007 25% December 14, 2008 25% December 14, 2009 25% December 14, 2010 25% On October 22, 2009, we granted an additional 500,000 stock options to our directors and consultants. The exercise price of the stock options is $0.10 per share, which are vested immediately and expire October 22, 2014. This plan was rolled into the 2011 Stock Option Plan as approved by our shareholders on April 14, 2011. 2010 Equity Compensation Plan On February 5, 2010, our shareholders approved and adopted the 2010 equity incentive plan. The purpose of the 2010 Plan is to enhance the long-term stockholder value of our company by offering opportunities to our directors, officers, employees and eligible consultants to acquire and maintain stock ownership in our company in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service. Options that are eligible for grant under the 2010 Plan to Participants include: (a) incentive stock options, whereby we will grant options to purchase shares of our common stock to Participants with the intention that the options qualify as "incentive stock options" as that term is defined in Section 422 of the Internal Revenue Code; (b) non-incentive stock options, whereby we will grant options to purchase shares of our common stock to Participants that do not qualify as "incentive stock options" under the Internal Revenue Code; (c) stock appreciation rights; and (d) restricted shares. The 2010 Plan provides that a maximum of Two Million (2,000,000) shares of common stock are available for granting of awards under the 2010 Plan. This plan was rolled into the 2011 Stock Option Plan as approved by our shareholders on April 14, 2011. 2011 Stock Option Plan On April 14, 2011, our shareholders approved and adopted at the Annual General Meeting to roll our 2007 Equity compensation plan and our 2010 Equity Compensation Plan into a new 2011 Stock Option Plan. The purpose of this Plan is to advance the interests of our company, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of our company and our affiliates; encouraging eligible persons to remain with our company or our affiliates; and attracting new directors, officers, employees and consultants. 23 This Plan shall be administered by our board. Subject to the provisions of this Plan, our board shall have the authority: to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed upon the acquisition, sale or other disposition of shares of common stock acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Participant's rights in respect of an Option or shares of common stock acquired upon exercise of an Option may be forfeited; to interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for the purpose of ensuring compliance with Section legislation hereof. Our board's interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon our company, Eligible Persons, Participants and all other persons. The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 4,720,348 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. 2014 Stock Option Plan On July 15, 2014, the shareholders approved and adopted at the Annual General Meeting the Company's 2014 Stock Option Plan. The purpose of these Plan is to advance the interests of the Corporation, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of the Corporation and its affiliates; encouraging eligible persons to remain with the Corporation or its affiliates; and attracting new Directors, Officers, Employees and Consultants. This Plan shall be administered by our board. Subject to the provisions of this Plan, our board shall have the authority: to determine the Eligible Persons to whom Options are granted, to grant such Options, and to determine any terms and conditions, limitations and restrictions in respect of any particular Option grant, including but not limited to the nature and duration of the restrictions, if any, to be imposed upon the acquisition, sale or other disposition of shares of common stock acquired upon exercise of the Option, and the nature of the events and the duration of the period, if any, in which any Participant's rights in respect of an Option or shares of common stock acquired upon exercise of an Option may be forfeited; to interpret the terms of this Plan, to make all such determinations and take all such other actions in connection with the implementation, operation and administration of this Plan, and to adopt, amend and rescind such administrative guidelines and other rules and regulations relating to this Plan, as it shall from time to time deem advisable, including without limitation for the purpose of ensuring compliance with Section legislation hereof. Our board's interpretations, determinations, guidelines, rules and regulations shall be conclusive and binding upon our company, Eligible Persons, Participants and all other persons. The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 17,400,000 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. The Board may amend, subject to the approval of any regulatory authority whose approval is required, suspend or terminate this Plan or any portion thereof. No such amendment, suspension or termination shall alter or impair any outstanding unexercised Options or any rights without the consent of such Participant. If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines, rules and regulations relating to this Plan shall continue in effect for the duration of such time as any Option remains outstanding. As at the date of the annual report, there was nil stock options exercised except for those disclosed in the regulatory filings and in the notes to the financial statements. 24 Equity Compensation Plan Information Plan category Equity compensation plans approved by Security holders Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 2014 Stock Option Plan approved by security holders 10,076,776 $0.09 3,853,224 Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not purchase any of our shares of common stock or other securities during our fiscal year ended August 31, 2021. Item 6. Selected Financial Data As a "smaller reporting company", we are not required to provide the information required by this Item.