Financial Statements.
−Removed: Our unaudited condensed financial statements for the three month period ended November 30, 2021 form part of this quarterly report.
+Added: Our unaudited condensed financial statements for the six month period ended February 28, 2022 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.
3 unchanged sentences
Cash and cash equivalents
−Removed: Marketable securities (Note 4)
+Added: Marketable securities
Accounts receivable
1 unchanged sentence
Total current assets
+Added: Mineral Property (Note 5)
LIABILITIES AND STOCKHOLDERS' EQUITY
3 unchanged sentences
STOCKHOLDERS' EQUITY
−Removed: Share capital
+Added: Share capital (Note 9)
200,000,000 common shares with a par value of $ 0.001 per share
Issued and outstanding:
−Removed: 142,002,700 common shares at November 30, 2021 and August 31,2021:
+Added: 155,116,088 common shares at February 28, 2022 and August 31,2021:
Additional paid-in capital (Note 10)
3 unchanged sentences
Commitments (Note 11)
−Removed: Subsequent Events (Note 11)
The accompanying notes are an integral part of these unaudited condensed interim financial statements
4 unchanged sentences
Balance, August 31, 2020
−Removed: Shares issued for LOI on November 12
+Added: Shares issued for LOI
Comprehensive loss
16 unchanged sentences
Warrants exercised
−Removed: Stock options granted on September 1
−Removed: Comprehensive loss
+Added: Stock options granted on Sept 1
+Added: Comprehensive income (loss)
Balance, November 30, 2021
+Added: Shares issued for hydrogen technology
+Added: Shares issued for investment in Joint Venture
+Added: Shares issued for services
+Added: Stock options granted
+Added: Stock options exercised
+Added: Comprehensive loss
+Added: Balance, February 28, 2022
The accompanying notes are an integral part of these unaudited condensed interim financial statements
3 unchanged sentences
THREE MONTHS ENDED
+Added: SIX MONTHS ENDED
Accounting and audit
6 unchanged sentences
Office and miscellaneous
−Removed: Research and Development
+Added: Research and development (Note 6,7)
Stock based compensation (Note 10)
3 unchanged sentences
Foreign exchange gain (loss)
−Removed: Unrealized gain on marketable securities
−Removed: Realized gain on marketable securities
−Removed: Income from royalty granted (Note 5)
+Added: Unrealized gain on marketable securities (Note 4)
+Added: Gain on disposal of marketable securities (Note 4)
+Added: Income from mineral property sale (Note 5)
+Added: Income from royalty grant (Note 5)
Net Income (loss) and comprehensive Income (loss) for the period
−Removed: Basic Income (loss) per share
−Removed: Diluted Income (loss) per share
+Added: Basic earnings (loss) per share
+Added: Diluted earnings (loss) per share
Weighted average number of common shares outstanding - basic
4 unchanged sentences
(Expressed in U.S.
−Removed: THREE MONTHS ENDED
+Added: SIX MONTHS ENDED
Cash flows used in operating activities
1 unchanged sentence
Changes to reconcile net loss to net cash used in operating activities
−Removed: Shares issued for exploration cost
+Added: Shares issued for consulting
+Added: Shares issued for purchase of hydrogen technology
+Added: Shares issued for battery management technology
Stock based compensation
−Removed: Income from Royalty grant
+Added: Income from mineral property sale
Unrealized gain on marketable securities
−Removed: Gain on disposal of marketable securities
−Removed: Interest on loan payable
+Added: Loss (gain) on disposal of marketable securities
Change in non-cash working capital items:
6 unchanged sentences
Proceeds from disposal of marketable securities
+Added: Staking of mineral property
+Added: Proceeds from mineral property sale
Proceeds from royalty grant
Net cash from investing activities
−Removed: Cash flows from Financing activities
−Removed: Proceeds from warrant exercise
−Removed: Net cash from financing activities
−Removed: Increase in cash and cash equivalents
+Added: Cash flows from (used in) Financing activities
+Added: Net proceeds from options exercised
+Added: Net proceeds from warrants exercised
+Added: Net proceeds from subscriptions received
+Added: Net cash from (used in) Financing activities
+Added: Increase (Decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
1 unchanged sentence
Supplemental information of cash flows
−Removed: Interest paid in cash
−Removed: Income taxes paid in cash
+Added: Cashless option exercise
The accompanying notes are an integral part of these unaudited condensed interim financial statements
1 unchanged sentence
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
−Removed: November 30, 2020
+Added: February 28, 2022
(Expressed in U.S.
−Removed: O RGANIZATION
−Removed: 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.
+Added: The unaudited condensed interim financial statements for the period ended February 28, 2022 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.
9 unchanged sentences
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.
−Removed: 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.
+Added: The Company incurred net cash outflows from operating activities of $ 404,041 for the six months ended February 28, 2022 ($ 167,835 for the six months ended February 28, 2021) and as at February 28, 2022 has incurred cumulative losses of $ 15,524,122 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.
24 unchanged sentences
MARKETABLE SECURITIES
−Removed: Marketable securities consist of the Company's investment in shares of STEM.INC.
−Removed: As at November 30, 2021, the movement in the Company's marketable securities is as follows:
+Added: Marketable securities consist of the Company's investment in units of Grayscale Bitcoin Trust.
+Added: As at February 28, 2022, the movement in the Company's marketable securities is as follows:
Balance, August 31, 2020
−Removed: Unrealized loss
+Added: Proceeds from disposals
+Added: Unrealized Gain
Balance, August 31, 2021
Unrealized gain
−Removed: Balance, November 30, 2021
+Added: Proceeds from disposal
+Added: Loss on disposal
+Added: Balance, February 28, 2022
MINERAL PROPERTY
11 unchanged sentences
The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.
+Added: On February 24, 2022, the Company announced the proposed sale of the Lode and Placer claims of BLM lands in Esmeralda county Nevada covering approximately 160 Acres subject to adjustment to Cypress Development Corp.
+Added: The Agreed upon selling price is $ 1,100,000 cash with $ 50,000 of this total being received on signing the definitive agreement and the issuance of 3,000,000 shares of Cypress Development Corp.
+Added: This proposed sale is subject to Company shareholders approving the transaction at a special meeting to be held April 29, 2022 with a shareholder date of record being March 25th 2022, and other regulatory approvals.
+Added: On February 25, 2022 the Company completed the staking of approximately 1,760 acres, covering 88 lode claims, prospective for Lithium Claystone in the Big Smoky Valley of western Nevada.
+Added: Respective payments have been made to Esmeralda County and BLM for the year ending August 31, 2022.
+Added: The Company owns 100 % of the project, with no royalties payable.
+Added: TECHNOLOGY DEVELOPMENT
+Added: On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement with Mr.
+Added: Terry Galyon to acquire 100 % ownership and rights to the Hydrogen Technology.
+Added: The Company paid $ 25,000 in cash and issued 1,000,000 shares to Mr.
+Added: Terry Galyon in consideration for acquiring the Hydrogen Technology.
+Added: The Company has recorded the considerations for the purchase of the Hydrogen Technology as research and development expense in the condensed statement of operations for the period ended February 28, 2022, as follows:
+Added: Consideration for Purchase of Hydrogen Technology
+Added: 2,000,000 shares at FV 0.0502 (Adjusted closing price on the date of the issuance)
+Added: The technology is still in research and development phase and is not commercially feasible as at period ended February 28, 2022.
+Added: The Company has incurred an additional $ 16,905 as research and development costs for the period ended February 28, 2022 related to hydrogen technology.
+Added: BATTERY MANAGEMENT TECHNOLOGY ("BMT")
+Added: On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement with Mr.
+Added: Mark Snyder and Paul Sandler to acquire 100 % ownership and rights to their Provisional Patent Pending BMT.
+Added: The Company created a Joint Venture ("JV") with 51 % controlling interest to run the commercial and industrial operations related to the BMT and has paid $ 30,000 in cash and issued 10,000,000 shares ( 5,000,000 shares of which are in escrow) valued at $ 450,000 for purchase of the BMT.
+Added: BMT is still in research and development phase and have not obtained commercial or operational feasibility as at period ended February 28, 2022.
+Added: The The Company has recorded the entire considerations of $ 480,000 for the ownership of the BMT as research and development expense in the condensed statement of operations for the period ended February 28, 2022.
RELATED PARTIES TRANSACTION
−Removed: For the three month period ended November 30, 2021, the Company was party to the following related party transactions:
−Removed: As at November 30, 2021, the accounts payable to the President of the Company was $ 90,659 as at (August 31, 2021:
+Added: For the six month period ended February 28, 2022, the Company was party to the following related party transactions:
+Added: The Company incurred $ Nil (February 28, 2021:
+Added: $ Nil ) to the President of the Company in consulting fees.
+Added: The amounts outstanding in accounts payable to the President of the Company as at February 28, 2022 is $ 85,409 (August 31, 2021 - $ 111,659 ).
+Added: On December 6, 2021, the Company issued 250,000 stock options valued at $ 8,205 to the President of the Company (Note 10).
The related party transactions are recorded at the exchange amount established and agreed to between the related parties.
−Removed: On October 28, 2019 the Company issued 1,000,000 shares to Eagle Plains Resources Ltd.
−Removed: upon entering LOI (Note 5).
−Removed: 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).
1 unchanged sentence
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.
−Removed: 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).
−Removed: 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.
+Added: 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.
+Added: During the six months ended February 28, 2022, the Company also issued 113,388 common shares as a result of the exercise of stock options and 2,791,000 common shares as a result of the exercise of warrants (Note10).
+Added: On December 6, 2021 the Company issued 1,000,000 common shares and an additional 1,000,000 common shares in escrow in connection with the purchase of Hydrogen Technology (Note 6).
+Added: On December 17, 2021 the Company issued 5,000,000 common shares and an additional 5,000,000 common shares in escrow in connection with the Investment in JV (Note 7).
+Added: On February 25, 2022, the Company issued 1,000,000 shares to one consultant of the Company.
+Added: As at February 28, 2022 and August 31, 2021 the Company had 155,116,088 (August 31, 2021:
+Added: 139,211,700 ) shares issued and outstanding.
STOCK OPTIONS AND WARRANTS
6 unchanged sentences
On September 9, 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 9, 2026.
+Added: On December 6, 2021, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $ 0.07 vested immediately, expiring December 6, 2026.
+Added: On December 6, 2021, the Company issued 250,000 stock options to one of the consultants of the Company with an exercise price of $ 0.07 vested immediately, expiring December 6, 2026.
+Added: On December 6, 2021, the Company issued 250,000 stock options to one director of the Company with an exercise price of $ 0.07 vested immediately, expiring December 6, 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:
5 unchanged sentences
Grant date fair value per option
−Removed: 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 ).
−Removed: A summary of the changes in stock options for the three months ended November 30, 2021 is presented below:
+Added: During the six month period ended February 28, 2022, the Company recorded $ 55,877 (February 28, 2021 $ 288,686 ) as stock based compensation expenses.
+Added: In addition, the Company issued 113,388 (February 28, 2021:
+Added: 2,720,000 ) common shares of the Company as a result of exercise of 226,776 cashless stock options and a total of 2,950,000 stock options expired without being exercised (February 29, 2021:
+Added: A summary of the changes in stock options for the six months ended February 28, 2022 is presented below:
Options Outstanding
4 unchanged sentences
Balance, August 31, 2021
−Removed: Balance, November 30, 2021
+Added: Balance, February 28, 2022
The Company has the following options outstanding and exercisable:
−Removed: November 30, 2021
−Removed: January 20, 2017
−Removed: January 20, 2022
−Removed: January 31, 2017
−Removed: January 31, 2022
+Added: February 28, 2022
October 27, 2017
October 27, 2022
−Removed: February 25, 2020
−Removed: February 25, 2022
December 14, 2020
10 unchanged sentences
September 1, 2026
−Removed: *As at November t 30, 2021 the market price of the Company's common shares was $ 0.0490 per share.
−Removed: A total of 226,776 incentive stock options were in the money with an intrinsic value of $ 6,577 ..
+Added: December 6, 2021
+Added: December 6, 2026
+Added: *As at February 28, 2022 the market price of the Company's common shares was $ 0.0423 per share.
+Added: No incentive stock options were in the money.
August 31, 2021
21 unchanged sentences
A total of 3,626,776 incentive stock options were in the money with an intrinsic value of $ 48,589 .
−Removed: 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..
−Removed: A summary of warrants as at November 30, 2021 and August 31, 2021 is as follows:
+Added: During the period ended February 28, 2022 the Company extended 1,500,000 warrants attached to units in a private placement January 14 th 2021 until May 14, 2022 ( Note 9).
+Added: A summary of warrants as at February 28, 2022 and August 31, 2021 is as follows:
Weighted Average
3 unchanged sentences
Balance, August 31, 2021
−Removed: Balance, November 30,2021
+Added: Balance, February 28, 2022
The Company has the following warrants outstanding:
−Removed: November 30, 2021
+Added: February 28, 2022
March 27, 2019
1 unchanged sentence
January 14, 2021
−Removed: January 14, 2022
*Each warrant entitles a holder to purchase one common share.
1 unchanged sentence
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.
−Removed: The Company has a rental agreement for a corporate office for $ 1,100 per month plus GST.
−Removed: The agreement expires December 31, 2021.
SEGMENTED INFORMATION
−Removed: As at November 30, 2021 and August 31, 2021, the Company is operating its business in one reportable segment:
+Added: As at February 28, 2022 and August 31, 2021, 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.
−Removed: SUBSEQUENT EVENTS
−Removed: On December 3, 2021 the Company signed Flathead Business Solutions to a 3 month contract for $ 6,000 .
−Removed: 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.
−Removed: 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.
−Removed: The Technology is to be adapted to work at our Clayton Valley lithium project.
−Removed: If successful the technology could have several clean energy applications.
−Removed: The Company also paid $ 25,000 on signing the Definitive Agreement.
−Removed: 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.
−Removed: 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.
−Removed: 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
31 unchanged sentences
Summary of Recent Business
−Removed: On October 28, 2019, the Company signed an LOI with Eagle Plains Resources Ltd.
−Removed: ("Eagle Plains").
−Removed: to earn up to 75% interest in the Pine Channel gold project in Saskatchewan, Canada (the "Pine Channel SK Property").
−Removed: The terms of the LOI are as follows:
−Removed: To earn a 60% interest in the Pine Channel SK Property, Enertopia or its assigns will commit to making total exploration expenditures on the property of CAD $2,000,000 over a 4 year period according to the following schedule:
−Removed: CAD $100,000 on or before December 31, 2020
−Removed: CAD $300,000 on or before December 3, 2021
−Removed: CAD $600,000 on or before December 31, 2022
−Removed: CAD $1,000,000 on or before December 31, 2023
−Removed: Enertopia or its assigns would pay a total cash consideration of CAD $150,000 according to the following schedule:
−Removed: CAD $15,000 on signing Definitive Agreement.
−Removed: CAD $25,000 on or before December 31st, 2020
−Removed: CAD $35,000 on or before December 31st, 2021
−Removed: CAD $75,000 on or before December 31st, 2022
−Removed: And issued 1,000,000 of our common shares to Eagle Plains Ltd.
−Removed: On December 13 th 2019 the Company dropped the Pine Channel LOI.
−Removed: On December 31 st 2019 the Company dropped its Canadian Securities Listing (CSE).
−Removed: On December 31 st 2019 the Company accepted the resignation of directors Kristian Ross and Kevin Brown.
On February 12 th 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.
7 unchanged sentences
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.
+Added: The shares were issued at a price of $0.0345 resulting in a purchase price of $69,000.
+Added: The patent has since expired and was therefore written off.
On December 14, 2020 the Company signed Rodney Blake to a 12 month contract for the issuance of 100,000 stock options valid for 5 years at $0.05 cents each.
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.
−Removed: 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.
−Removed: 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.
−Removed: Each Unit consists of one common share of the Company and one-half non-transferable Share purchase warrant (each whole warrant, a "Warrant").
−Removed: 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.
−Removed: 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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
2 unchanged sentences
On August 17, 2021 the Company announced the filing of provisional patent #3, known as Enertopia Rainmaker TM
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: On December 6, 2021, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.
+Added: On December 6, 2021, the Company issued 250,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.
+Added: On December 6, 2021, the Company issued 250,000 stock options to one director of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.
+Added: On February 25, 2022, the Company issued 1,000,000 shares at $0.04 to one consultant of the Company and $2,500 cash.
Chronological Overview of our Business over the Last Five Years
−Removed: 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.
−Removed: On October 23, 2015, the Board of Directors accepted the resignation of Donald Findlay as Director of the Company.
−Removed: On October 23, 2015, we granted 1,850,000 stock options to Directors, Executives and Consultants of the Company.
−Removed: The exercise price of the stock options is $0.05, vested immediately, expiring October 23, 2020.
−Removed: On December 16, 2015, extended two classes of warrants by two years with all other terms and conditions remaining the same.
−Removed: We approved the expiry extension from January 31, 2016 till January 31, 2018 on 2,167,160 warrants that remain outstanding from the non-brokered private placement that closed on January 31, 2014.
−Removed: The Company approved the expiry extension from February 13, 2016 till February 13, 2018 on 7,227,340 warrants that remain outstanding from the non-brokered private placement that closed on February 13, 2014.
−Removed: On February 4, 2016, the Company's Board has appointed Olivier Vincent as an Advisor the Board of Directors and a consultant for a term of one year and granted 100,000 stock options to Olivier Vincent.
−Removed: The exercise price of the stock options is $0.05, vested immediately, expiring February 4, 2021.
−Removed: We issued 100,000 common shares at a price of $0.05 per share on exercise of these options.
−Removed: On March 9, 2016, we closed a binding Letter of Intent to acquire 100% of an established profitable private nutritional vitamin/supplement company.
−Removed: The private nutritional vitamin/supplement company has been in business for over 5 years showing good positive cash flows.
−Removed: All products are manufactured by a GMP, NSF, FDA approved manufacturer in the United States.
−Removed: Enertopia has agreed subject to further due diligence, review of financials and financing to a total amount of $350,000 for the acquisition, with $300,000 due on the signing of the Definitive Purchase Agreement.
−Removed: The Definitive Purchase Agreement is expected to be completed before the end of April.
−Removed: The Company did not further pursue this.
−Removed: On April 21, 2016, Enertopia has signed a binding letter of intent with a to enter into negotiations to effect the optional acquisition of certain placer mining claims (the "Claims") in Nevada covering approximately 2,560 acres from S P W Inc.
−Removed: holds the Claims directly ("Underlying Owner").
−Removed: Upon the closing date of the transaction (the "Effective Date") S P W Inc.
−Removed: will have the right to transfer, option, sell or assign the Claims to Enertopia.
−Removed: The Placer mining claims and any underlying agreements will be acquired by Enertopia through a mineral property option agreement, an assignment agreement or an asset acquisition (the "Transaction").
−Removed: On May 12, 2016 Enertopia has signed the Definitive Agreement with the Vendor respecting the option to purchase a 100% interest in approximately 2,560 acres of placer mining claims in Churchill, Lander and Nye Counties Nevada, USA.
−Removed: These placer mining claims are subject to a 1.5% NSR from commercial production with the Company able to buy back the NSR at the rate of $500,000 per 0.5% NSR.
−Removed: On May 20, 2016, Enertopia closed the first tranche of a private placement of 6,413,333 units at a price of CAD$0.015 per unit for gross proceeds of US$74,074 (CAD$96,200).
−Removed: Each Unit consists of one common share of the Company and full non-transferable Share purchase warrant (each whole warrant, a "Warrant").
−Removed: Each Warrant will be exercisable into one further Share (a "Warrant Share") at a price of US$0.05 per Warrant Share at any time until the close of business on the day which is 18 months from the date of issue of the Warrant, and thereafter at a price of US$0.10 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.
−Removed: On June 8, 2016, Enertopia closed its final tranche of a private placement of 3,016,667 units a price of CAD$0.015 per unit for gross proceeds of US$34,390 (CAD$45,250).
−Removed: Each Unit consists of one common share of the Company and full non-transferable Share purchase warrant (each whole warrant, a "Warrant").
−Removed: Each Warrant will be exercisable into one further Share (a "Warrant Share") at a price of US$0.05 per Warrant Share at any time until the close of business on the day which is 18 months from the date of issue of the Warrant, and thereafter at a price of US$0.10 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.
−Removed: A cash finders' fee of CAD$3,300 and 286,666 full broker warrants that expire June 8, 2019 was paid to Canaccord Genuity, Leede Jones Gable, PI Financial and Mackie Research.
−Removed: On August 9, 2016, we closed the first tranche of a private placement of 4,500,000 units at a price of CAD$0.035 per unit for gross proceeds of CAD$157,500.
−Removed: Each unit consists of one common share of our Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of our Company for a period of 24 months from the date of issuance, at a purchase price of US$0.07.
−Removed: On August 10, 2016, we retained a private consulting firm to assist with mergers, acquisitions and market awareness for a 12 month contract.
−Removed: The consulting firm operates a resource holding company that has been active in acquiring out of favor mining assets over the past several years.
−Removed: It also provides breaking news, commentary and analysis on listed companies.
−Removed: We engaged and paid the consulting firm USD$75,000.
−Removed: On August 15, 2016 binding Letter of Intent was signed by us and Genesis Water Technologies, Inc.
−Removed: ("GWT") with regard to the acquisition by Enertopia (the "Acquisition") of the exclusive worldwide licensing rights (the "Licensing Rights") of all of the technology used in the process of recovering and extraction of battery grade lithium carbonate powder Li2CO3 grading 99.5% or higher purity from brine solutions (the "Technology") and covered under patent pending process #XXXXXX (the "Pending Patent").
−Removed: On August 15, 2016, we issued 250,000 common shares at an exercise price of $0.05 per share as per the binding LOI signed with Genesis Water Technologies Inc.
−Removed: On 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 September 19, 2016, we entered into a one year Investor Relations Consulting agreement with Duncan McKay.
78 unchanged sentences
On February 15, 2020, the loan plus interest was paid back in full.
+Added: On December 31st, 2019, the Company accepted the resignation of directors Kristian Ross and Kevin Brown.
+Added: On February 12th, 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.
+Added: The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.
+Added: On February 25th, 2020, the Company signed Mark Snyder to a one year Technology Advisory Board.
+Added: 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.
+Added: 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.
+Added: The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: On December 14, 2020 the Company signed Rodney Blake to a 12 month contract for the issuance of 100,000 stock options valid for 5 years at $0.05 cents each.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Each Unit consists of one common share of the Company and one-half non-transferable Share purchase warrant (each whole warrant, a "Warrant").
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: On February 5, 2021 the Company signed Paul Sandler to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.
+Added: On February 5, 2021 the Company signed Bruce Shellinger to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: On May 25, 2021 the Company announced the filing of provisional patent #1, known as the Enertopia Solar Booster TM
+Added: On May 26, 2021the Company announced the filing of provisional patent #2, known as Enertopia Heat ExtractorTM.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: On July 29, 2021 the Company announced it had engaged Fundamental Research Corp.
+Added: Fundamental Research Corp.
+Added: is an issuer-paid independent research house.
+Added: On August 17, 2021 the Company announced the filing of provisional patent #3, known as Enertopia RainmakerTM.
+Added: 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.
+Added: 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.
+Added: On Sep 01, 2021 the Company granted 500,000 options to a consultant of the Company for 5yrs at $0.08 per common share.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
Our Current Business
26 unchanged sentences
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
+Added: On February 24, 2022 the Company announced the proposed sale of the Lode and Placer claims of BLM lands in Esmeralda county Nevada covering approximately 160 Acres subject to adjustment to Cypress Development Corp.
+Added: The Agreed upon selling price is $1,100,000 cash with $50,000 of this total being received on Signing the definitive agreement and the issuance of 3,000,000 shares of Cypress Development Corp.
+Added: This proposed sale is subject to Company shareholders approving the transaction at a special meeting to be held April 29, 2022 with a shareholder date of record being March 25th 2022.
+Added: On February 25, 2022 the Company completed the staking of approximately 1,760 acres, covering 88 lode claims, prospective for Lithium Claystone in the Big Smoky Valley of western Nevada.
+Added: Respective payments have been made to Esmeralda County and BLM for the year ending August 31, 2022.
+Added: The Company owns 100% of the project, with no royalties payable.
Esmeralda County Lode and Placer Claims:
66 unchanged sentences
Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
−Removed: Results of Operations - Three Months Ended November 30, 2021 and November 30, 2020
−Removed: 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.
−Removed: 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:
+Added: Results of Operations - Three Months Ended February 28, 2022 and February 28, 2021
+Added: The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2022, which are included herein.
+Added: Our operating results for the three months ended February 28, 2022, for the three months ended February 28, 2021 and the changes between those periods for the respective items are summarized as follows:
Change Between
Three Month Period
−Removed: November 30, 2021 and
−Removed: November 30, 2020
+Added: February 28, 2022 and
+Added: February 28, 2021
Revenue (cost recovery)
Cost of product sales
−Removed: Other expenses (income)
−Removed: General and administrative
−Removed: Investor relations
+Added: Professional fees
+Added: Exploration expenses
Consulting fees
Fees and dues
−Removed: Exploration expenses
−Removed: Stock based compensation
+Added: Investor relations
Research and development
+Added: Stock based compensation
+Added: Other administrative expenses
+Added: Other expenses (income)
+Added: Net loss (income)
+Added: Our financial statements report revenue of $Nil for the three months ended February 28, 2022 and February 28, 2021.
+Added: Our financial statements report a net loss of $738,508 for the three-month period ended February 28, 2022, compared to a net loss of $295,225 for the three-month period ended February 28, 2021.
+Added: Our net loss has increased by $443,283 for the three-month period ended February 28, 2022.
+Added: Our operating costs were higher by $454,008 for February 28, 2022 compared to February 28, 2021.
+Added: The increased costs were primarily due to increase in research and development costs, higher by $644,563 when compared to February 28, 2021.
+Added: Results of Operations - Six Months Ended February 28, 2022 and February 28, 2021
+Added: The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2022, which are included herein.
+Added: Our operating results for the six months ended February 28, 2022, for the six months ended February 28, 2021 and the changes between those periods for the respective items are summarized as follows:
+Added: Six Months Ended
+Added: Change Between
+Added: Three Month Period
+Added: February 28, 2022 and
+Added: February 28, 2021
+Added: Revenue (cost recovery)
+Added: Cost of product sales
Professional fees
+Added: Exploration expenses
+Added: Consulting fees
+Added: Fees and dues
+Added: Investor relations
+Added: Research and development
+Added: Stock based compensation
+Added: Other administrative expenses
+Added: Other expenses (income)
Net loss (income)
−Removed: Our accumulated losses are $14,785,614 at November 30, 2021.
−Removed: Our financial statements report revenue of $Nil for the three months ended November 30, 2021 and November 30, 2020.
−Removed: 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.
−Removed: Our net income has decreased by $338,822 for the three-month period ended November 30, 2021.
−Removed: 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.
−Removed: Our operating costs were higher by $73,704 for November 30, 2021 compared to November 30, 2020.
−Removed: The increase was largely due higher consulting and professional fees as a result of the Company's increased activity during fiscal 2022 so far.
−Removed: As at November 30, 2021, we had $379,711 in current liabilities, which is comparable to current liabilities as at August 31, 2021.
−Removed: 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.
+Added: Our accumulated losses are $15,524,122 at February 28, 2022.
+Added: Our financial statements report revenue of $Nil for the six months ended February 28, 2022 and February 28, 2021.
+Added: Our financial statements report a net loss of $854,727 for the six month period ended February 28, 2022, compared to a net loss of $72,622 for the six month period ended February 28, 2021.
+Added: Our net loss was higher by $782,105 for the six month period ended February 28, 2022.
+Added: Our operating costs were higher by $527,712 for February 28, 2022 when compared to February 28, 2021.
+Added: The higher net loss in February 28, 2022 is primarily attributable to increase in research and development costs, higher by $647,804 when compared to February 28, 2021.
+Added: As at February 28, 2022, we had $360,125 in current liabilities, which is lower than the current liabilities of $420,936 as at August 31, 2021.
+Added: Our net cash used in operating activities for the six months ended February 28, 2022 was $404,041 compared to $167,835 used in the six months ended February 28, 2021.
Liquidity and Financial Condition
5 unchanged sentences
Cash flows from investing activities
−Removed: Cash flows from financing activities
+Added: Cash flows from (used in) financing activities
Net increase in cash during year
Operating Activities
−Removed: 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.
+Added: Net cash used in operating activities was $404,041 in the six months ended February 28, 2022 compared with net cash used in operating activities of $167,835 in the same period in 2021.
Financing Activities
−Removed: 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.
+Added: Net cash provided by financing activities was $131,390 in the six months ended February 28, 2022 compared to $256,648 in the same period in 2021.
Investing Activities
−Removed: 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.
+Added: Net cash from investing activities was $49,564 in the six months ended February 28, 2022 compared to $281,905 used by investing activities in the same period in 2021.
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.