What changed in this filing

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Item 1. Financial Statements

2022-01-13 compared with 2021-07-08 · 119 added, 133 removed, 532 unchanged (32% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the nine month period ended May 31, 2021 form part of this quarterly report.

Our unaudited condensed financial statements for the three month period ended November 30, 2021 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.

7 unchanged sentences

Total current assets

Patents (Note 6)

LIABILITIES AND STOCKHOLDERS' EQUITY

3 unchanged sentences

STOCKHOLDERS' EQUITY

Share capital (Note 8)

Share capital

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

Issued and outstanding:

136,431,700 common shares at May 31, 2021 and

August 31,2020:

142,002,700 common shares at November 30, 2021 and August 31,2021:

Additional paid-in capital (Note 7)

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Balance, August 31, 2020

Shares issued for LOI

Comprehensive loss

Balance, November 30, 2019

Stock options granted

Comprehensive Income (loss)

Balance, February 29, 2020

Comprehensive loss

Balance, May 31, 2020

Shares issued for LOI on November 12

Comprehensive loss

Balance, August 31, 2020

Stock options granted

Comprehensive income (loss)

Balance, November 30, 2020

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Balance, May 31, 2021

Stock options exercised

Warrants exercised

Comprehensive loss

Balance, August 31, 2021

Warrants exercised

Stock options granted on September 1

Comprehensive loss

Balance, November 30, 2021

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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Foreign exchange gain (loss)

Unrealized gain on marketable securities (Note 4)

Gain on disposal of marketable securities (Note 4)

Income from royalty grant (Note 5)

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 earnings (loss) per share

Diluted earnings (loss) per share

Basic Income (loss) per share

Diluted Income (loss) per share

Weighted average number of common shares outstanding - basic

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(Expressed in U.S.

NINE MONTHS ENDED

THREE MONTHS ENDED

Cash flows used in operating activities

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Proceeds from disposal of marketable securities

Purchases of marketable securities

Proceeds from royalty grant

Net cash from investing activities

Cash flows from (used in) Financing activities

Net proceeds from options exercised

Net proceeds from warrants exercised

Net proceeds from subscriptions received

Repayment of loan from related party

Net cash from (used in) Financing activities

Increase (Decrease) in cash and cash equivalents

Cash flows from Financing activities

Proceeds from warrant exercise

Net cash from financing activities

Increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

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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, 2021 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

O RGANIZATION

The unaudited condensed interim financial statements for the period ended November 30, 2021 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 incurred net cash outflows from operating activities of $298,188 for the nine months ended May 31, 2021 ($101,007 for the nine months ended May 31, 2020) and as at May 31, 2021 has incurred cumulative losses of $14,443,715 that raises substantial doubt about its ability to continue as a going concern.

The Company incurred net cash outflows from operating activities of $ 125,246 for the three months ended November 30, 2021 ($ 40,322 for the three months ended November 30, 2020) and as at November 30, 2021 has incurred cumulative losses of $ 14,785,614 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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MARKETABLE SECURITIES

Marketable securities consist of the Company's investment in units of STEM Inc.

As at May 31, 2021, the movement in the Company's marketable securities is as follows:

Marketable securities consist of the Company's investment in shares of STEM.INC.

As at November 30, 2021, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2020

Additions - cost

Unrealized gain

Unrealized loss

Balance, August 31, 2021

Additions - cost

Proceeds from disposals

Gain on disposals

Unrealized gain

Balance, May 31, 2021

Balance, November 30, 2021

MINERAL PROPERTY

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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 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 shares were issued at a price of $0.0345 resulting in a purchase price of $69,000.

On May 25, 2021 the Company announced the filing of its first provisional patent application, Solar Heat Absorber technology.

On May 26, 2021 the Company announced the filing of its second provisional patent application, Solar PV Heat Extraction Technology.

RELATED PARTIES TRANSACTION

For the nine month period ended May 31, 2021, the Company was party to the following related party transactions:

The Company incurred $Nil (May 31, 2020:

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

During the nine months ended May 31, 2021, the Company repaid $50,925 of amounts outstanding resulting in accounts payable to the President of the Company of $137,909 as at May 31, 2021 (August 31, 2020:

On December 14, 2020 the Company issued 500,000 stock options valued at $10,926 to the President of the Company (Note 9).

For the three month period ended November 30, 2021, the Company was party to the following related party transactions:

As at November 30, 2021, the accounts payable to the President of the Company was $ 90,659 as at (August 31, 2021:

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

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upon entering LOI (Note 5).

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

On December 14, 2020 the Company issued 1,000,000 common shares and an additional 1,000,000 common shares in escrow in connection with the signed Definitive Agreement (Note 6).

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Each unit consists of one common share of the Company and one half (0.5) of a non-transferable share purchase warrant, each warrant entitling the holder to purchase one additional common share of the Company for a period of 12 months from the date of issuance at a purchase price of $0.09.

During the nine months ended May 31, 2021 the Company also issued 2,920,000 common shares as a result of the exercise of stock options and 40,000 common shares as a result of the exercise of warrants (Note 9).

As at May 31, 2021, the Company had 136,431,700 (August 31, 2020:

128,471,700) shares issued and outstanding.

During the year ended August 31, 2021 the Company also issued 3,020,000 common shares as a result of the exercise of stock options and 2,720,000 common shares as a result of the exercise of warrants (Note 9).

As at November 30, 2021 the Company had 142,002,700 shares issued and outstanding and August 31, 2021 the Company had 139,211,700 shares issued and outstanding.

STOCK OPTIONS AND WARRANTS

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and attracting new Directors, Officers, Employees and Consultants.

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.

On December 14, 2020, the Company issued 2,100,000 stock options to consultants and officers of the Company with an exercise price of $0.05 vested immediately, expiring December 14, 2025.

On January 28, 2021, the Company issued 2,000,000 stock options to one of the consultants of the Company with an exercise price of $0.14 vested immediately, expiring January 28, 2026.

On February 4, 2021, the Company issued 100,000 stock options to one of the consultants of the Company with an exercise price of $0.18 vested immediately, expiring February 4, 2026.

On February 5, 2021, the Company issued 300,000 stock options to three of the consultants of the Company with an exercise price of $0.18 vested immediately, expiring February 5, 2026.

On April 27, 2021, the Company issued 100,000 stock options to one of the consultants of the Company with an exercise price of $0.12 vested immediately, expiring April 27, 2026.

On May 28, 2021, the Company issued 50,000 stock options to one of the consultants of the Company with an exercise price of $0.12 vested immediately, expiring May 28, 2026.

On September 1, 2021, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $ 0.08 vested immediately, expiring September 1, 2026.

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:

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Grant date fair value per option

During the nine month period ended May 31, 2021, the Company recorded $297,691 (May 31, 2020 - $17,308) as stock based compensation expenses.

The Company issued 2,920,000 (May 31, 2020:

Nil) common shares of the Company as a result of exercised stock options for gross proceeds of $89,048.

A total of 1,100,000 stock options expired without being exercised (May 31, 2020:

A summary of the changes in stock options for the nine months ended May 31, 2021 is presented below:

During the three-month period ended November 30, 2021, the Company recorded $ 23,056 (November 30, 2020 - $ 15,450 ) as stock based compensation expenses and a total of 500,000 stock options expired without being exercised (November 30, 2020 - 1,100,000 ).

A summary of the changes in stock options for the three months ended November 30, 2021 is presented below:

Options Outstanding

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Balance, August 31, 2021

Balance, May 31, 2021

Balance, November 30, 2021

The Company has the following options outstanding and exercisable:

September 19, 2016

September 19, 2021

November 30, 2021

January 20, 2017

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April 27, 2026

*As at May 31, 2021 the market price of the Company's common shares was $0.0965 per share.

September 01, 2021

September 01, 2026

*As at November t 30, 2021 the market price of the Company's common shares was $ 0.0490 per share.

A total of 226,776 incentive stock options were in the money with an intrinsic value of $ 6,577 ..

August 31, 2021

October 23, 2015

October 23, 2020

September 19, 2016

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February 25, 2022

During the period ended May 31, 2021 the Company issued 1,500,000 warrants attached to units in a private placement, see Note 8.

A summary of warrants as at May 31, 2021 and August 31, 2020 is as follows:

December 14, 2020

December 14, 2025

January 28, 2021

January 28, 2026

February 4, 2021

February 4, 2026

February 5, 2021

February 5, 2026

April 27, 2021

April 27, 2026

*As at August 31, 2021 the market price of the Company's common shares was $ 0.0629 per share.

A total of 3,626,776 incentive stock options were in the money with an intrinsic value of $ 48,589 .

During the period ended November 30, 2021 2,791,000 warrants were exercised at an average price of $ 0.05 and 452,500 warrants were forfeited..

A summary of warrants as at November 30, 2021 and August 31, 2021 is as follows:

Weighted Average

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Balance, August 31, 2021

Balance, May 31, 2021

Balance, November 30,2021

The Company has the following warrants outstanding:

August 31, 2018

August 31, 2021

September 21, 2018

September 21, 2021

November 30, 2021

March 27, 2019

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*Each warrant entitles a holder to purchase one common share.

August 31, 2020

August 31, 2018

August 31, 2021

September 21, 2018

September 21, 2021

March 27, 2019

March 27, 2023

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.

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SEGMENTED INFORMATION

As at May 31, 2021 and August 31, 2020, the Company is operating its business in one reportable segment:

As at November 30, 2021 and August 31, 2021, the Company is operating its business in one reportable segment:

natural resource acquisitions.

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SUBSEQUENT EVENTS

During June 2021, the Company issued 2,500,000 common shares as a result of the exercise of 2,500,000 warrants exercised at $0.05 per common share.

In addition, the Company issued 100,000 common shares as a result of the exercise of options exercised at $0.07 per common share.

On December 3, 2021 the Company signed Flathead Business Solutions to a 3 month contract for $ 6,000 .

On December 06, 2021 the Company signed Definitive Agreement to acquire 100 % interest in hydrogen technology proto type 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 the prototype.

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

If successful the technology could have several clean energy applications.

The Company also paid $ 25,000 on signing the Definitive Agreement.

On December 6 th , 2021 the Company signed Terry Galyon to a 12 month contract for $ 2,500 per month and the issuance of 500,000 stock options valid for 5 years at $ 0.07 cents each.

On December 6, 2021 the Company granted 250,000 stock options valid for 5 years at $ 0.07 cents each to Mark Snyder a consultant of the Company.

On December 6, 2021 the Company granted 250,000 stock options valid for 5 years at $ 0.07 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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On December 14, 2020 the Company signed Albert Clark Rich to a 12 month contract for the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

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 28, 2021 the Company signed Mark Snyder to a 12 month contract for $30,000 and the issuance of 2,000,000 stock options valid for 5 years at $0.14 cents each.

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 February 4, 2021 the Company signed Barry Brooks to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

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On February 5, 2021 the Company signed Richard Smith to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

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 April 27, 2021 the Company signed Michael Cornelius to a 12 month contract for the issuance of 100,000 stock options valid for 5 years at $0.12 cents each.

On May 25, 2021 the Company announced the filing of provisional patent #1, known as the Enertopia Solar Booster TM

On May 26, 2021the Company announced the filing of provisional patent #2, known as Enertopia Heat Extractor TM

On May 28, 2021, the Company issued 50,000 stock options to one of the consultants of the Company with an exercise price of $0.12 vested immediately, expiring May 28, 2026.

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 to the Company CEO 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 July 29, 2021 the Company announced it had engaged Fundamental Research Corp.

Fundamental Research Corp.

is an issuer-paid independent research house.

On August 17, 2021 the Company announced the filing of provisional patent #3, known as Enertopia Rainmaker TM

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.

On Sep 01, 2021 the Company granted 500,000 options to a consultant of the Company for 5yrs at $0.08 per common share.

On Sep 02, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.04 per common share and the Company issued 120,000 common shares as a result of the exercise of 120,000 warrants exercised at $0.05 per common share.

On Sep 08, 2021 the Company issued 520,000 common shares as a result of the exercise of 520,000 warrants exercised at $0.04 per common share and the Company issued 155,000 common shares as a result of the exercise of 155,000 warrants exercised at $0.05 per common share.

On Sep 13, 2021 the Company issued 96,000 common shares as a result of the exercise of 96,000 warrants exercised at $0.04 per common share and issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.05 per common share.

On Sep 17, 2021 the Company issued 1,550,000 common shares as a result of the exercise of 1,550,000 warrants exercised at $0.05 per common share.

On Sep 21, 2021 the Company issued 50,000 common shares as a result of the exercise of 50,000 warrants exercised at $0.05 per common share.

On Oct 29, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.04 per common share.

Chronological Overview of our Business over the Last Five Years

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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, 2021 and May 31, 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended May 31, 2021, which are included herein.

Our operating results for the three months ended May 31, 2021 and May 31, 2020 and the changes between those periods for the respective items are summarized as follows:

Results of Operations - Three Months Ended November 30, 2021 and November 30, 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended November 30, 2021, which are included herein.

Our operating results for the three months ended November 30, 2021, for the three months ended November 30, 2020 and the changes between those periods for the respective items are summarized as follows:

Change Between

Three Month Period

May 31, 2021 and May

November 30, 2021 and

November 30, 2020

Revenue (cost recovery)

Cost of product sales

Professional fees

Exploration expenses

Consulting fees

Fees and dues

Investor relations

Research and development

Stock based compensation

Other administrative expenses

Other expenses (income)

Net loss (income)

Our financial statements report revenue of $Nil for the three months ended May 31, 2021, and May 31, 2020.

Our financial statements report a net loss of $91,066 for the three-month period ended May 31, 2021, compared to a net loss of $30,797 for the three-month period ended May 31, 2020.

Our net loss has increased by $60,269 for the three-month period ended May 31, 2021.

Our operating costs were higher by $52,807 for May 31, 2021, compared to May 31, 2020.

The increase was largely due to an increases in stock-based compensation, professional fees, and fees and dues compared to May 31, 2020.

Results of Operations - Nine Months Ended May 31, 2021 and May 31, 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended May 31, 2021, which are included herein.

Our operating results for the nine months ended May 31, 2021, for the nine months ended May 31, 2020 and the changes between those periods for the respective items are summarized as follows:

Change Between

Nine Month Period

May 31, 2021 and May

Revenue (cost recovery)

Cost of product sales

Professional fees

Exploration expenses

General and administrative

Investor relations

Consulting fees

Fees and dues

Investor relations

Research and development

Exploration expenses

Stock based compensation

Other administrative expenses

Other expenses (income)

Research and development

Professional fees

Net loss (income)

Our accumulated losses are $14,443,715 at May 31, 2021.

Our financial statements report revenue of $Nil for the nine months ended May 31, 2021 and May 31, 2020.

Our financial statements report a net loss of $163,688 for the nine month period ended May 31, 2021, compared to net income of $65,381 for the nine month period ended May 31, 2020.

During the period ended May 31, 2020, we signed a 1% Royalty agreement in exchange for $200,000 which resulted in net income for that period.

Our operating costs were higher by $318,694 for May 31, 2021 compared to May 31, 2020.

The increase was largely due to stock-based compensation during the nine months ended May 31, 2021, higher by $280,383 compared to the nine months ended May 31, 2020.

As at May 31, 2021, we had $420,712 in current liabilities, which is lower by $58,4580 when compared to current liabilities as at August 31, 2020.

Our net cash used in operating activities for the nine months ended May 31, 2021 was $298,188 compared to $101,007 used in the nine months ended May 31, 2020.

Our accumulated losses are $14,785,614 at November 30, 2021.

Our financial statements report revenue of $Nil for the three months ended November 30, 2021 and November 30, 2020.

Our financial statements report a net loss of $116,219 for the three-month period ended November 30, 2020, compared to a net income of $222,603 for the three-month period ended November 30, 2020.

Our net income has decreased by $338,822 for the three-month period ended November 30, 2021.

This decrease was mainly due to the fact that net income for the period ended November 30, 2020 included a royalty sale for proceeds of $250,000.

Our operating costs were higher by $73,704 for November 30, 2021 compared to November 30, 2020.

The increase was largely due higher consulting and professional fees as a result of the Company's increased activity during fiscal 2022 so far.

As at November 30, 2021, we had $379,711 in current liabilities, which is comparable to current liabilities as at August 31, 2021.

Our net cash used in operating activities for the three months ended November 30, 2021 was $125,246 compared to $40,322 used in the three months ended November 30, 2020.

Liquidity and Financial Condition

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Cash flows from investing activities

Cash flows from (used in) financing activities

Cash flows from financing activities

Net increase in cash during year

Operating Activities

Net cash used in operating activities was $298,188 in the nine months ended May 31, 2021 compared with net cash used in operating activities of $101,007 in the same period in 2020.

Net cash used in operating activities was $125,246 in the three months ended November 30, 2021 compared with net cash used in operating activities of $40,332 in the same period in 2020.

Financing Activities

Net cash provided by financing activities was $270,648, in the nine months ended May 31, 2021 compared to net cash used of $15,968 in the same period in 2020.

Net cash provided by financing activities was $131,390 in the three months ended November 30, 2021 compared to $Nil in the same period in 2020.

Investing Activities

Net cash provided in investing activities was $307,168 in the nine months ended May 31, 2021 compared to $200,000 for the same period in 2020.

Net cash provided in investing activities was $Nil in the three months ended November 30, 2021 compared to $252,069 in the same period in 2020.

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