Enertopia Corp. 10-Q

Item 1. Financial Statements. 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. ENERTOPIA CORP. UNAUDITED CONDENSED INTERIM BALANCE SHEETS (Expressed in U.S. Dollars) February 28 August 31 2022 2021 ASSETS Current Cash and cash equivalents $ 131,199 $ 354,286 Marketable securities - 14,994 Accounts receivable 576 4,552 Prepaid expenses and deposit 137,249 41,263 Total current assets 269,024 415,095 Non-Current Mineral Property (Note 5) 10,500 - Total Assets $ 279,524 $ 415,095 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Current Accounts payable $ 274,716 $ 309,277 Due to related parties (Note 8) 85,409 111,659 Total Current Liabilities 360,125 420,936 STOCKHOLDERS' EQUITY Share capital (Note 9) Authorized: 200,000,000 common shares with a par value of $ 0.001 per share Issued and outstanding: 155,116,088 common shares at February 28, 2022 and August 31,2021: 139,211,700 155,117 139,213 Additional paid-in capital (Note 10) 15,288,404 14,524,341 Deficit accumulated during the exploration stage ( 15,524,122 ) ( 14,669,395 ) Total Stockholders' Equity ( 80,601 ) ( 5,841 ) Total Liabilities and Stockholders' Equity $ 279,524 $ 415,095 Commitments (Note 11) The accompanying notes are an integral part of these unaudited condensed interim financial statements F-1 ENERTOPIA CORP. CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Expressed in U.S. Dollars) COMMON STOCK ADDITIONAL TOTAL PAID-IN DEFICIT STOCKHOLDERS' SHARES AMOUNT CAPITAL ACCUMULATED EQUITY Balance, August 31, 2020 128,471,700 $ 128,473 $ 13,758,598 $ ( 14,280,027 ) $ ( 392,956 ) Shares issued for LOI - - 15,450 - 15,450 Comprehensive loss - - - 222,603 222,603 Balance, November 30, 2020 128,471,700 128,473 13,774,048 ( 14,057,424 ) ( 154,903 ) Shares issued for patent 2,000,000 2,000 67,000 - 69,000 Private placement 3,000,000 3,000 177,000 - 180,000 Stock options granted - - 273,236 - 273,236 Stock options exercised 2,720,000 2,720 72,328 - 75,048 Warrants exercised 40,000 40 1,560 - 1,600 Comprehensive loss - - - ( 295,225 ) ( 295,225 ) Balance, February 28, 2021 136,231,700 136,233 14,365,172 ( 14,352,649 ) 148,756 Stock options granted - 9,005 - 9,005 Stock options exercised 200,000 200 13,800 - 14,000 Comprehensive loss - - - ( 91,066 ) ( 91,064 ) Balance, May 31, 2021 136,431,700 136,433 14,387,977 ( 14,443,715 ) 80,695 Stock options exercised 100,000 100 6,844 - Warrants exercised 2,680,000 2,680 129,520 - Comprehensive loss - - - ( 225,680 ) ( 225,680 ) Balance, August 31, 2021 139,211,700 139,213 14,524,341 ( 14,669,395 ) ( 5,841 ) Warrants exercised 2,791,000 2,791 128,599 - 131,390 Stock options granted on Sept 1 - 23,056 - 23,056 Comprehensive income (loss) - - - ( 116,219 ) ( 116,219 ) Balance, November 30, 2021 142,002,700 142,004 14,675,996 ( 14,785,614 ) 32,386 Shares issued for hydrogen technology 2,000,000 2,000 98,400 - 100,400 Shares issued for investment in Joint Venture 10,000,000 10,000 440,000 - 450,000 Shares issued for services 1,000,000 1,000 41,300 42,300 Stock options granted - - 32,821 - 32,821 Stock options exercised 113,388 113 ( 113 ) - - Comprehensive loss - - - ( 738,508 ) ( 738,508 ) Balance, February 28, 2022 155,116,088 155,117 15,288,404 ( 15,524,122 ) ( 80,601 ) The accompanying notes are an integral part of these unaudited condensed interim financial statements F-2 ENERTOPIA CORP. CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED) (Expressed in U.S. Dollars) THREE MONTHS ENDED SIX MONTHS ENDED February 28 February 28 February 28 February 28 2022 2021 2022 2021 Expenses Accounting and audit $ 9,795 $ 11,026 $ 12,465 $ 16,261 Bank charges and interest expense 602 329 1,066 554 Consulting (Note 7) 57,593 10,500 91,629 13,500 Mineral exploration costs 3,298 3,540 10,333 4,913 Fees and dues 10,970 7,122 16,975 13,938 Investor relations 8,608 11,427 20,356 15,674 Legal and professional 6,478 7,252 26,062 11,165 Office and miscellaneous 3,130 289 3,538 1,297 Research and development (Note 6,7) 645,912 1,349 651,137 3,333 Rent 2,593 1,722 5,224 1,722 Stock based compensation (Note 10) 32,821 273,236 55,877 288,686 Telephone - - 4,093 - Total expenses 781,800 327,792 898,755 371,043 Loss for the period before other items ( 781,800 ) ( 327,792 ) ( 898,755 ) ( 371,043 ) Other income (expense) Foreign exchange gain (loss) ( 1,329 ) ( 1,040 ) ( 1,042 ) ( 2,330 ) Unrealized gain on marketable securities (Note 4) 2,262 11,997 2,711 28,247 Gain on disposal of marketable securities (Note 4) ( 7,641 ) 21,610 ( 7,641 ) 22,504 Income from mineral property sale (Note 5) 50,000 - 50,000 - Income from royalty grant (Note 5) - - - 250,000 Net Income (loss) and comprehensive Income (loss) for the period $ ( 738,508 ) $ ( 295,225 ) $ ( 854,727 ) $ ( 72,622 ) Basic earnings (loss) per share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ 0.00 Diluted earnings (loss) per share $ ( 0.00 ) $ ( 0.00 ) $ ( 0.01 ) $ 0.00 Weighted average number of common shares outstanding - basic 151,986,777 132,405,922 146,780,966 130,427,943 Weighted average number of common shares outstanding - diluted 151,986,777 132,405,922 146,780,966 130,427,943 The accompanying notes are an integral part of these unaudited condensed interim financial statements F-3 ENERTOPIA CORP. CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED) (Expressed in U.S. Dollars) SIX MONTHS ENDED February 28 February 28 2022 2021 Cash flows used in operating activities Net Income (loss) $ ( 854,727 ) $ ( 72,622 ) Changes to reconcile net loss to net cash used in operating activities Shares issued for consulting 42,300 - Shares issued for purchase of hydrogen technology 100,400 - Shares issued for battery management technology 450,000 Stock based compensation 55,877 288,686 Income from mineral property sale ( 50,000 ) ( 250,000 ) Unrealized gain on marketable securities ( 2,711 ) ( 28,247 ) Loss (gain) on disposal of marketable securities 7,641 ( 22,504 ) Change in non-cash working capital items: Accounts receivable 3,976 483 Prepaid expenses and deposit ( 95,986 ) ( 38,930 ) Accounts payable and accrued liabilities ( 34,561 ) ( 15,826 ) Due to related parties ( 26,250 ) ( 28,875 ) Net cash (used in) operating activities ( 404,041 ) ( 167,835 ) Cash flows from Investing activities Proceeds from disposal of marketable securities 10,064 31,905 Staking of mineral property ( 10,500 ) - Proceeds from mineral property sale 50,000 - Proceeds from royalty grant - 250,000 Net cash from investing activities 49,564 281,905 Cash flows from (used in) Financing activities Net proceeds from options exercised - 75,048 Net proceeds from warrants exercised 131,390 1,600 Net proceeds from subscriptions received - 180,000 Net cash from (used in) Financing activities 131,390 256,648 Increase (Decrease) in cash and cash equivalents ( 223,087 ) 370,718 Cash and cash equivalents, beginning of period 354,286 45,528 Cash and cash equivalents, end of period $ 131,199 $ 416,246 Supplemental information of cash flows Cashless option exercise 113 - The accompanying notes are an integral part of these unaudited condensed interim financial statements F-4 ENERTOPIA CORP. NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) February 28, 2022 (Expressed in U.S. Dollars) 1. ORGANIZATION 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed interim financial statements should be read in conjunction with the August 31, 2021 audited annual financial statements and notes thereto. The Company was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. The Company was an independent natural resource company engaged in the exploration, development and acquisition of natural resources in the United States and Canada. In the fiscal year 2010, the Company shifted its strategic plan from its non-renewal energy operations to its planned renewal energy operations and natural resource acquisition and development. In late summer of 2013, the Company had another business sector in alternative health and wellness. During spring of 2016, the Company shifted its strategic plan to natural resource acquisitions and Lithium brine extraction technology. The Company office is located in Kelowna, B.C., Canada. 2. GOING CONCERN UNCERTAINTY 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 $ 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. There is no assurance that the Company will be able to continue to finance the Company on this basis. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company's shareholders, and ultimately to obtain successful operations. There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing. These unaudited condensed interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed interim financial statements. Since March 2020, several measures have been implemented in Canada, the United States, and the rest of the world in response to the increased impact from the novel coronavirus ("COVID-19"). While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impact on our business operations cannot be reasonably estimated at this time. We anticipate this could have an adverse impact on our exploration plans, results of operations, financial position and cash flows. 3. SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended August 31, 2021. b) Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, we evaluate our estimates, judgments, and assumptions, including those related to stock based compensation (expense and liability). Our estimates, judgments, and assumptions are based on historical experience, future expectations, and other factors which we believe to be reasonable. Actual results could differ from those estimates and assumptions. 4. MARKETABLE SECURITIES Marketable securities consist of the Company's investment in units of Grayscale Bitcoin Trust. As at February 28, 2022, the movement in the Company's marketable securities is as follows: Balance, August 31, 2020 24,354 Additions 17,705 Proceeds from disposals ( 21,385 ) Unrealized Gain ( 5,680 ) Balance, August 31, 2021 14,994 Unrealized gain 2,711 Proceeds from disposal ( 10,064 ) Loss on disposal ( 7,641 ) Balance, February 28, 2022 - 5. MINERAL PROPERTY During the year ended August 30, 2017 the Company staked lode and placer claims on BLM lands in Esmerelda county Nevada covering approximately 160 Acres subject to adjustment. The Company has a 100 % interest in the lands and is only responsible for the yearly maintenance fees to keep its 100% interest. The claims are in good standing until August 31, 2022. On October 28, 2019, the Company signed an LOI with Eagle Plains Resources Ltd. ("Eagle Plains") to earn up to 75 % interest in the Pine Channel gold project in Saskatchewan, Canada (the "Pine Channel SK Property"). The terms of the LOI included periodic payments cash payments, exploration expenditures, as well as issuance of common shares of the Company. Upon signing the LOI, the Company issued 1,000,000 of its common shares to Eagle Plains, valued at $ 11,489 . The Company dropped the LOI on Dec 13 th , 2019 and has no further related commitments. On February 11, 2020, the Company signed a 1 % Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $ 200,000 . The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party. On October 29, 2020, the Company signed a 1 % Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $ 250,000 . The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party. 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. 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. 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. 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. Respective payments have been made to Esmeralda County and BLM for the year ending August 31, 2022. The Company owns 100 % of the project, with no royalties payable. 6. TECHNOLOGY DEVELOPMENT On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement with Mr. Terry Galyon to acquire 100 % ownership and rights to the Hydrogen Technology. The Company paid $ 25,000 in cash and issued 1,000,000 shares to Mr. Terry Galyon in consideration for acquiring the Hydrogen Technology. 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: Consideration for Purchase of Hydrogen Technology Amount $ 2,000,000 shares at FV 0.0502 (Adjusted closing price on the date of the issuance) 100,400 Cash payment 25,000 Total 125,400 The technology is still in research and development phase and is not commercially feasible as at period ended February 28, 2022. The Company has incurred an additional $ 16,905 as research and development costs for the period ended February 28, 2022 related to hydrogen technology. 7. BATTERY MANAGEMENT TECHNOLOGY ("BMT") On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement with Mr. Mark Snyder and Paul Sandler to acquire 100 % ownership and rights to their Provisional Patent Pending BMT. 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. BMT is still in research and development phase and have not obtained commercial or operational feasibility as at period ended February 28, 2022. 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. 8. RELATED PARTIES TRANSACTION For the six month period ended February 28, 2022, the Company was party to the following related party transactions: The Company incurred $ Nil (February 28, 2021: $ Nil ) to the President of the Company in consulting fees. 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 ). 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. 9. COMMON STOCK 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). On January 14, 2021 the Company closed the final tranche of a private placement of 3,000,000 units at a price of $ 0.06 per unit for gross proceeds of $ 180,000 . 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 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. 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). 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). 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). On February 25, 2022, the Company issued 1,000,000 shares to one consultant of the Company. As at February 28, 2022 and August 31, 2021 the Company had 155,116,088 (August 31, 2021: 139,211,700 ) shares issued and outstanding. 10. STOCK OPTIONS AND WARRANTS Stock Options On July 15, 2014, the shareholders approved and adopted at the Annual General Meeting the Company's 2014 Stock Option Plan. On April 14, 2011, the shareholders approved and adopted at the Annual General Meeting to consolidate the Company's 2007 Equity compensation plan and the Company's 2010 Equity Compensation Plan into a new Company 2011 Stock Option Plan. The purpose of these Plans 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. 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. 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. 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. 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: Expected dividend yield 0.00 % Expected stock volatility 92 % Risk-free interest rate 1.20 % Expected life of options (years) 5.00 Expected forfeiture rate 0.00 % Grant date fair value per option $ 0.06 During the six month period ended February 28, 2022, the Company recorded $ 55,877 (February 28, 2021 $ 288,686 ) as stock based compensation expenses. In addition, the Company issued 113,388 (February 28, 2021: 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: 1,100,000 ). A summary of the changes in stock options for the six months ended February 28, 2022 is presented below: Options Outstanding Weighted Average Number of Shares Exercise Price Balance, August 31, 2020 9,320,000 $ 0.06 Issued 5,150,000 0.10 Expired ( 1,100,000 ) 0.05 Exercised ( 3,293,224 ) 0.04 Balance, August 31, 2021 10,076,776 $ 0.08 Issued 1,500,000 0.10 Expired ( 2,950,000 ) 0.07 Exercised ( 226,776 ) 0.04 Balance, February 28, 2022 8,400,000 $ 0.08 The Company has the following options outstanding and exercisable: February 28, 2022 Issue Date Expiry Date Exercise Price Number of Options Remaining Life May 2, 2017 May 2, 2022 0.10 500,000 0.17 years October 27, 2017 October 27, 2022 0.05 800,000 0.66 years May 11, 2018 May 11, 2023 0.06 500,000 1.20 years May 22, 2018 May 22, 2023 0.07 450,000 1.23 years December 14, 2020 December 14, 2025 0.05 2,100,000 3.79 years January 28, 2021 January 28, 2026 0.14 2,000,000 3.92 years February 4, 2021 February 4, 2026 0.18 100,000 3.94 years February 5, 2021 February 5, 2026 0.18 300,000 3.94 years April 27, 2021 April 27, 2026 0.12 100,000 4.16 years May 28, 2021 May 28, 2026 0.12 50,000 4.25 years September 1, 2021 September 1, 2026 0.08 500,000 4.51 years December 6, 2021 December 6, 2026 0.07 1,000,000 4.77 years 0.09 8,400,000 3.19 years *As at February 28, 2022 the market price of the Company's common shares was $ 0.0423 per share. No incentive stock options were in the money. August 31, 2021 Issue Date Expiry Date Exercise Price Number of Options Remaining Life September 19, 2016 September 19, 2021 0.07 500,000 0.05 years January 20, 2017 January 20, 2022 0.07 1,200,000 0.39 years January 31, 2017 January 31, 2022 0.07 1,250,000 0.42 years May 2, 2017 May 2, 2022 0.10 500,000 0.67 years October 27, 2017 October 27, 2022 0.05 800,000 * 1.16 years May 11, 2018 May 11, 2023 0.06 500,000 * 1.69 years May 22, 2018 May 22, 2023 0.07 450,000 1.72 years February 25, 2020 February 25, 2022 0.02 226,776 * 0.49 years December 14, 2020 December 14, 2025 0.05 2,100,000 4.29 years January 28, 2021 January 28, 2026 0.14 2,000,000 4.41 years February 4, 2021 February 4, 2026 0.18 100,000 4.43 years February 5, 2021 February 5, 2026 0.18 300,000 4.44 years April 27, 2021 April 27, 2026 0.12 100,000 4.66 years May 28, 2021 May 28, 2026 0.12 50,000 4.74 years 0.08 10,076,776 2.40 years *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 . Warrants 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). A summary of warrants as at February 28, 2022 and August 31, 2021 is as follows: Weighted Average Number of warrants Exercise Price Balance, August 31, 2020 13,236,869 $ 0.05 Issued 1,500,000 0.09 Forfeited ( 2,300,000 ) 0.05 Exercised ( 2,720,000 ) 0.07 Balance, August 31, 2021 9,716,869 $ 0.05 Forfeited ( 452,500 ) 0.05 Exercised ( 2,791,000 ) 0.05 Balance, February 28, 2022 6,473,369 $ 0.05 The Company has the following warrants outstanding: February 28, 2022 Issue Date Expiry Date Exercise Price Number of Warrants* March 27, 2019 March 27, 2023 0.04 4,973,369 January 14, 2021 May 14, 2022 0.09 1,500,000 0.05 6,473,369 *Each warrant entitles a holder to purchase one common share. 11. COMMITMENTS The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $ 3,500 per month plus goods and services tax ("GST") on a continuing basis. The President voluntarily suspended and terminated accrual of these consulting fees commencing on December 1, 2019 and continuing until such time as the Company's financial condition permits a resumption of such cost. 12. SEGMENTED INFORMATION 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. (a) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our unaudited condensed financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited condensed financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors" of this quarterly report. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock. As used in this quarterly report, the terms "we", "us", "our" and "Company" mean Company and/or our subsidiaries, unless otherwise indicated. Overview Enertopia Corp. was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. From inception until April 2010, we were primarily engaged in the acquisition and exploration of natural resource properties. Beginning in April 2010, we began our entry into the renewable energy sector by purchasing an interest in a solar thermal design and installation company. In late summer 2013, we began our entry into medicinal marijuana business. During our 2014 fiscal year end our activities in the clean energy sector were discontinued. During fiscal 2015 our activities in the Medicinal Marijuana sector were discontinued. During fiscal 2016 our activities in the Women's personal healthcare sector were discontinued. The Company is actively pursuing business opportunities in the resource sector, whereby we signed a definitive agreement for a Lithium Brine Project in May 2016. In May 2017 the Company dropped the Lithium Brine Project and subsequently acquired the Clayton Valley, NV Lithium Project announced in August 2017. The Company's main focus is in natural resource sector. The address of our principal executive office is #18 1873 Spall Road, Kelowna, British Columbia V1Y 4R2. Our telephone number is (250) 870-2219. Our current location provide adequate office space for our purposes at this stage of our development. Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com . Summary of Recent Business 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. 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 February 25 th 2020 the Company signed Mark Snyder to a one year Technology Advisory Board. Monthly contract rate of $1,000 per month and the issuance of 2,000,000 stock options valid for two years at a strike price of $0.02 per share. On October 29, 2020 the Company signed a 1% royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $250,000. The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party. On November 12, 2020 the Company signed Flathead Business Solutions to a 12 month contract for $12,000 and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each. 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. 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. 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 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. 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. 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. 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 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 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 Sep 01, 2021 the Company granted 500,000 options to a consultant of the Company for 5yrs at $0.08 per common share. 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. 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. 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. 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 On September 19, 2016, we entered into a one year Investor Relations Consulting agreement with Duncan McKay. Based on the terms of the agreement, Mr. McKay can earn up to a maximum of 10% commissions on capital raised. We issued 800,000 stock options with an exercise price of $0.07. On September 23, 2016, we closed the final tranche of a private placement of 3,858,571 units at a price of CAD$0.035 per unit for gross proceeds of CAD$135,050. 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. A cash finders' fee of CAD$3,300 and 286,666 full broker warrants that expire June 8, 2019 was paid to Canaccord Genuity and Leede Jones Gable. On October 7, 2016, we issued 175,000 common shares of our Company and paid $5,000 to comply with the Definitive Agreement signed May 12, 2016. On December 6, 2016, we signed a Definitive Commercial Agreement with Genesis Water Technologies with regard to the acquisition of exclusive licensing rights of the technology as outlined in the agreement. On January 20, 2017, the Company closed the first tranche of a private placement of 1,000,000 units at a price of CAD$0.04 per unit for gross proceeds of CAD $40,000. Each unit consists of one common share of the Company and one-nontransferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.06. A cash finders' fee of CAD$800 and 20,000 full broker warrants that expire January 20, 2019 was paid to Leede Jones Gable Inc. On January 20, 2017, the Company granted 1,535,000 stock options to directors, officers and consultant of the Company with an exercise price of $0.07 which vested immediately, expiring January 20, 2022. On January 31, 2017, the Company granted 1,500,000 stock options to consultant of the Company with an exercise price of $0.07 vested immediately, expiring January 31, 2022. On February 28, 2017, the Company closed the first tranche of a private placement of 4,250,000 units at a price of CAD$0.04 per unit for gross proceeds of CAD $170,000. Each unit consists of one common share of the Company and one-nontransferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.06. A cash finders' fee of CAD$11,100 and 227,500 full broker warrants that expire February 28, 2019 was paid to Leede Jones Gable Inc., Canaccord Genuity and Duncan McKay. On February 28, 2017, the Company signed a Letter of Engagement with Adam Mogil and issued 1,000,000 warrant options to convert to 1,000,000 common shares to Adam Mogil to provide corporate services. The warrants have an exercise price of $0.09 and expire August 28, 2017. These warrant options expired without being exercised. On April 21, 2017, the Company issued 95,500 shares for gross proceeds of $5,685 from the exercise of warrants of previous financings at $0.05 and $0.07. On April 30, 2017 the Company issued 166,500 shares for gross proceeds of $11,655 from the exercise of warrants from a previous financing at $0.07. On April 30, 2017, the Company closed the first and final tranche of a private placement of 3,224,000 units at a price of CAD$0.09 per unit for gross proceeds of CAD $290,160. Each unit consists of one common share of the Company and one-nontransferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.12. A cash finders' fee of CAD$20,736 and 230,400 full broker warrants that expire April 28, 2019 was paid to Leede Jones Gable and Canaccord Genuity. On May 5, 2017, the Company granted 500,000 stock options to consultant of the Company with an exercise price of $0.10 vested immediately, expiring May 5, 2022. On May 5, 2017, the Company terminated the Definitive Agreement dated May 12, 2016 with the Vendor on the Nevada Lithium brine properties. On July 31, 2017, the Company announced the resignation of CFO and Director Bal Bhullar, the appointment of Kristian Ross as director and president Robert McAllister assuming the interim duties of CFO. On August 14, 2017 the Company announced the appointment of Davidson and Company, LLP, Chartered Professional Accountants as its new independent registered auditing firm which replaced MNP LLP independent registered auditing firm. On August 30, 2017 the Company announced the Staking of lode and placer claims covering approximately 160 acres for Lithium in Clayton Valley, NV. On October 27, 2017 we entered into a one year Investor Relations Consulting agreement with FronTier Merchant Capital Group. Terms of the agreement, FronTier Capital Group has been retained for a 12-month period at $87,000 (plus applicable sales tax) per annum plus direct expenses. The company will also grant 300,000 stock options to FronTier at an exercise price of 0.05 per share expiring 5 years from the date of grant. On November 1, 2017, we closed the first tranche of a private placement of 2,600,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$130,000. 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 $0.06. On November 1, 2017, we granted 500,000 stock options to a director of the company at an exercise price of 0.05 per share expiring 5 years from the date of grant. On December 8, 2017, we closed the second tranche of a private placement of 3,954,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD $197,700. 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 $0.06. A cash finder's fee for CAD $12,770 and 230,400 full broker warrants was paid to third parties. Each full broker 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 $0.06. On December 8, 2017 we issued 240,000 common shares of our Company on the exercise of 240,000 stock options that were exercised by a director of the Company at $0.05 for $12,000 for net proceeds to the company. On December 15, 2017 we paid Genesis Water Technologies (GWT) $96,465 for the second and final payment for the Second phase of the second bench test and $8,998 for the bill of materials for the bench test. On January 12, 2018, we closed the final tranche of a private placement of 1,611,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$80,550. Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.06. A cash finder's fee of CAD$3,880 and 77,600 broker warrants was paid to a third party. The broker warrants have the same terms as the warrants issued as part of the unit offering. On February 2, 2018 we issued 50,000 common shares of our Company on the exercise of 50,000 warrants that were exercised at $0.07 for $3,500 for net proceeds to the company. On May 11, 2018, we issued 200,000 shares for gross proceeds of $12,000 from the exercise of stock options at $0.06. On May 11, 2018, we closed the first tranche of a private placement of 1,746,900 units at a price of CAD$0.06 per unit for gross proceeds of CAD$104,814. Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.075. A cash finders' fee of CAD$9,281 and 144,690 full broker warrants that expire May 11, 2020 was paid to third parties. The broker warrants have the same terms as the warrants issued as part of the unit offering. On May 22, 2018, we entered into an Investor Relations Consulting agreement with FronTier Flex Marketing. Terms of the agreement, FronTier Flex Marketing has been retained for a 9-month period at $66,000 (plus applicable sales taxes) plus direct expenses. The Company will also grant 300,000 stock options at an exercise price of $0.07 per share expiring 5 years from the date of grant. On May 25, 2018, we closed the final tranche of a private placement of 2,470,000 units at a price of CAD$0.06 per unit for gross proceeds of CAD$148,200. Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.075. A cash finders' fee of CAD$5,820 and 70,000 full broker warrants that expire May 25, 2020 was paid to third parties. The broker warrants have the same terms as the warrants issued as part of the unit offering. On July 4, 2018, the Company, after receiving 3rd party lab results that reported impurities above allowable limits for battery-grade Li2CO3, provided formal notice of termination to GWT of the commercialization agreement dated December 6, 2016 and as amended on October 9, 2017. On August 31, 2018, we closed the first tranche of a private placement of 4,400,000 units at a price of CAD$0.03 per unit for gross proceeds of CAD$132,000. Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 36 months from the date of issuance, at a purchase price of $0.05. A cash finders' fee of CAD$12,000 and 400,000 full broker warrants that expire August 31, 2021 was paid to third parties. The broker warrants have the same terms as the warrants issued as part of the unit offering. On August 31, 2018, we issued 170,000 shares for gross proceeds of $9,000 from the exercise of 50,000 stock options at $0.06 and 120,000 stock options at $0.05 respectively. On September 21, 2018, the Company closed a private placement of 2,225,000 units at a price of CAD$0.03 per unit for gross proceeds of CAD$66,750 (equivalent to $51,678). Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 36 months from the date of issuance, at a purchase price of $0.05. A cash finders' fee of CAD$6,075 ($4,703) and 202,500 full broker warrants that expire September 21, 2021 was paid to third parties. The broker warrants have the same terms as the warrants issued as part of the unit offering. On November 5, 2018, the Company received an Area of Disturbance permit from the Bureau of Land Management, Nevada, allowing the Company access for a series of diamond drill holes. The diamond drill program was completed in December 2018 and consisted of 5 diamond drill holes totaling approximately 2,000 feet. Four drill holes were for resource definition drilling to allow the Company to provide an inaugural 43-101 project wide lithium resource. A fifth diamond drill hole drilled to an estimated depth of approximately 265 feet with the recovered lithium enriched material being used for metallurgical and pH solution testing. On March 27, 2019, the Company closed a tranche of a private placement of 5,506,769 units at a price of CAD$0.03 per unit for gross proceeds of CAD$143,176 ($106,809). Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 48 months from the date of issuance, at a purchase price of $0.04. A cash finders' fee of CAD$13,068 ($9,748) and 502,600 full broker warrants that expire March 27, 2023 was paid to third parties. The broker warrants have the same terms as the warrants issued as part of the unit offering. On July 19, 2019, the President of the Company provided a short term loan to the Company for the amount of CAD$20,000 ($15,301). The loan provides for a 10% annual interest rate and was repayable on October 19, 2019. On February 15, 2020, the loan plus interest was paid back in full. On December 31st, 2019, the Company accepted the resignation of directors Kristian Ross and Kevin Brown. 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. 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 February 25th, 2020, the Company signed Mark Snyder to a one year Technology Advisory Board. Monthly contract rate of $1,000 per month and the issuance of 2,000,000 stock options valid for two years at a strike price of $0.02 per share. On October 29, 2020 the Company signed a 1% royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $250,000. The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party. On November 12, 2020 the Company signed Flathead Business Solutions to a 12 month contract for $12,000 and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each. 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. 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. 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. 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. 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. 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 ExtractorTM. 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 RainmakerTM. 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. Our Current Business We are a development stage company pursuing business opportunities in diverse sectors natural resource and technology used in the resource sector currently specific to the extraction, recovery and concentration of Lithium. Mineral Property On August 30, 2017, the Company announced the staking of Lode and Placer claims of BLM lands in Esmeralda county Nevada covering approximately 160 Acres subject to adjustment. The Company has an 100% interest in the lands and is only responsible for the yearly maintenance fees to the BLM (estimated to be $2,635) and County (estimated to be $212) due November 1, 2018 to keep its 100% interest. During the year ending August 31, 2019, the Company paid $2,805 in maintenance fees. The claims are in good standing until August 31, 2020. Access to the property can be achieved by paved Hwy 265 to Silver Springs, NV or paved Hwy from north of Goldfields, NV. Access is then by graded gravel road. The last 1.8 miles to the property is by trail road using 4x4 vehicle. The property is covered with extensive outcroppings of the Esmeralda Formation. Power transmission line is within ½ mile of the northern property boundary. Water would have to be trucked in or by pipe line if a processing facility was built onsite. Of particular interest is a section of green, volcanoclastic, evaporate-rich mudstone strata known as the Frontera Verde zone that host lithium of potential economic significance. The Frontera Verde Zone is exposed over approximately 100 acres of the northern two thirds of the property, and underlies the rest of the property at shallow depths. Third party drilling adjacent to the west and eastern boundaries of the property supports this analysis. The property is without known reserves and the current work programs are exploratory in nature. Current exploration is at the grass roots stage with surface sampling and two small 250 pound bulk samples being taken in 2017. The Company completed additional laboratory testing of synthetic brines. The Company continues to evaluate off the shelf technology to determine the preferred methods for potentially producing commercial products from the processing of synthetic brines. On November 5, 2018, the Company received an Area of Disturbance permit from the Bureau of Land Management, Nevada, allowing the Company access for a series of diamond drill holes. The diamond drill program will consist of 5 diamond drill holes totaling approximately 2,000 feet. Four drill holes will allow the Company to provide an inaugural 43-101 project wide lithium resource. A fifth diamond drill hole drilled to an estimated depth of 400 feet with the recovered lithium enriched material being used for metallurgical and pH solution testing. On February 14, 2019 the Company announced the drill result from the diamond drill program. The Company will undertake systematic and through solution testing of the drilled lithium enriched horizons. This will enable the Company to map the subsurface horizons as per oxide and reduced horizons and further differentiate the grade of Lithium in solution that can be potentially recovered in a low CAPEX and low-cost extraction methods. On April 2, 2020 the Company announced it's maiden 43-101 Lithium resource report which can be found at the Company's website www.enertopia.com 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. 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. 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. 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. Respective payments have been made to Esmeralda County and BLM for the year ending August 31, 2022. The Company owns 100% of the project, with no royalties payable. Property Map Esmeralda County Lode and Placer Claims: Claim Name Claim Type BLM Serial # STEVE 1 PLACER NMC 1148769 STEVE 2 PLACER NMC 1148770 STEVE 3 PLACER NMC 1148771 STEVE 4 PLACER NMC 1148772 STEVE 5 PLACER NMC 1148773 STEVE 6 PLACER NMC 1148774 STEVE 7 PLACER NMC 1148775 STEVE 8 PLACER NMC 1148776 DAN 1 LODE NMC 1148760 DAN 2 LODE NMC 1148761 DAN 3 LODE NMC 1148762 DAN 4 LODE NMC 1148763 DAN 5 LODE NMC 1148764 DAN 6 LODE NMC 1148765 DAN 7 LODE NMC 1148766 DAN 8 LODE NMC 1148767 DAN 9 LODE NMC 1148768 Summary The continuation of our business is dependent upon obtaining further financing, a successful program of development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing. Competition There is strong competition relating to all aspects of the resource sector. We actively compete for capital, skilled personnel, market share, and in all other aspects of our operations with a substantial number of other organizations. These organizations include small development stage companies like our own, and large, established companies, many of which have greater technical and financial resources than our company. Compliance with Government Regulation The exploration and development of mineral properties is subject to various United States federal, state and local and foreign governmental regulations. We may from time to time, be required to obtain licenses and permits from various governmental authorities in regards to the exploration of our property interests. Purchase of Significant Acquisition Not applicable Corporate Offices The address of our principal executive office is #18 1873 Spall Road, Kelowna, British Columbia V1Y 4R2. Our telephone number is (250) 870-2219. Our current location provides adequate office space for our purposes at this stage of our development. Employees We primarily used the services of sub-contractors and consultants for our intended business operations. Our technical consultant is Mr. McAllister, our president and a director. We entered into a consulting agreement with Mr. Robert McAllister on December 1, 2007. During the term of this agreement, Mr. McAllister is to provide corporate administration and consulting services, such duties and responsibilities to include provision of oil and gas industry consulting services, strategic corporate and financial planning, management of the overall business operations of the Company, and supervising office staff and exploration and oil & gas consultants. Mr. McAllister is reimbursed at the rate of $2,000 per month. On December 1, 2008, the consulting fee was increased to $5,000 per month. We may terminate this agreement without prior notice based on a number of conditions. Mr. McAllister may terminate the agreement at any time by giving 30 days written notice of his intention to do so. Effective March 1, 2014, the Company entered into a new Management Consulting Agreement replacing the original agreement with a consulting fee of $6,500 plus GST per month. Effective July 1, 2017, the Company entered into a new Management Consulting Agreement replacing the March 1, 2014 agreement with a consulting fee of $3,500 plus GST per month. On July 31, 2017 Mr. McAllister agreed to be intern CFO until such time as a replacement could be sourced. Mr. McAllister 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. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed. Off-Balance Sheet Arrangements We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. Critical Accounting Policies Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials. Mineral Properties Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time proven or probable reserves are established for that project. Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred. Where proven and probable reserves have been established, the project's capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. Where proven and probable reserves have not been established, the project's capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. The Company has not established proven or probable reserves for any of its projects. The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis and as required whenever indicators of impairment exist. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value. Long-Lived Assets Impairment In accordance with ASC 360, "Accounting for Impairment or Disposal of Long Lived Assets", the carrying value of long lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Going Concern We have suffered recurring losses from operations. The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations. The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. Results of Operations - Three Months Ended February 28, 2022 and February 28, 2021 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. 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: Three Months Ended February 28, 2022 Three Months Ended February 28, 2021 Change Between Three Month Period Ended February 28, 2022 and February 28, 2021 Revenue (cost recovery) $ Nil $ Nil $ Nil Cost of product sales Nil Nil Nil Professional fees 16,273 18,278 (2,005) Exploration expenses 3,298 3,540 (242) Consulting fees 57,593 10,500 47,093 Fees and dues 10,970 7,122 3,848 Investor relations 8,608 11,427 (2,819) Research and development 645,912 1,349 644,563 Stock based compensation 32,821 273,236 (240,415) Other administrative expenses 6,325 2,340 3,985 Other expenses (income) (43,292) (32,567) (10,725) Net loss (income) 738,508 295,225 443,283 Our financial statements report revenue of $Nil for the three months ended February 28, 2022 and February 28, 2021. 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. Our net loss has increased by $443,283 for the three-month period ended February 28, 2022. Our operating costs were higher by $454,008 for February 28, 2022 compared to February 28, 2021. The increased costs were primarily due to increase in research and development costs, higher by $644,563 when compared to February 28, 2021. Results of Operations - Six Months Ended February 28, 2022 and February 28, 2021 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. 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: Six Months Ended February 28, 2022 Six Months Ended February 28, 2021 Change Between Three Month Period Ended February 28, 2022 and February 28, 2021 Revenue (cost recovery) $ Nil $ Nil $ Nil Cost of product sales Nil Nil Nil Professional fees 38,527 27,426 11,101 Exploration expenses 10,333 4,913 5,420 Consulting fees 91,629 13,500 78,129 Fees and dues 16,975 13,938 3,037 Investor relations 20,356 15,674 4,682 Research and development 651,137 3,333 647,804 Stock based compensation 55,877 288,686 (232,809) Other administrative expenses 13,921 3,573 (10,348) Other expenses (income) (44,028) (298,421) (254,393) Net loss (income) 854,727 72,622 782,105 Our accumulated losses are $15,524,122 at February 28, 2022. Our financial statements report revenue of $Nil for the six months ended February 28, 2022 and February 28, 2021. 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. Our net loss was higher by $782,105 for the six month period ended February 28, 2022. Our operating costs were higher by $527,712 for February 28, 2022 when compared to February 28, 2021. 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. 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. 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 Working Capital At At February 28, August 31, 2022 2021 Current assets $ 269,024 $ 415,095 Current liabilities 360,125 420,936 Working capital surplus/(deficit) $ (91,101 ) $ (5,841 ) Cash Flows At February 28, At February 28, 2022 2021 Cash flows (used in) operating activities $ (404,041 ) $ (167,835 ) Cash flows from investing activities 49,564 281,905 Cash flows from (used in) financing activities 131,390 256,648 Net increase in cash during year $ (223,087 ) $ 370,718 Operating Activities 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 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 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.