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Item 8. Financial Statements and Supplementary Data

2022-11-29 compared with 2021-11-10 · 162 added, 123 removed, 296 unchanged (49% of the section changed)

5 unchanged sentences

We have audited the accompanying balance sheets of Enertopia Corp.

(the "Company") as of August 31, 2021 and 2020, and the related statements of stockholders' deficiency, operations, and cash flows for the years ended August 31, 2021 and 2020 and the related notes (collectively referred to as the "financial statements").

(the “Company”) as of August 31, 2022 and 2021, and the related statements of stockholder’s equity (deficiency), operations and comprehensive income (loss), and cash flows for the years ended August 31, 2022 and 2021 , and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended August 31, 2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company's auditor since 2017.

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Prepaid expenses and deposit

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Total current assets

Mineral property (Note 5)

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Accounts payable

1 unchanged sentence

Total Liabilities

STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS' EQUITY (DEFICIENCY)

Share capital

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

Issued and outstanding:

155,116,088 common shares at August 31, 2022 and

August 31, 2021:

Additional paid-in capital (Note 9)

Total Stockholders' Deficiency

Total Liabilities and Stockholders' Deficiency

Total Stockholders' Equity (Deficiency)

Total Liabilities and Stockholders' Equity (Deficiency)

Commitments (Note 11)

Subsequent Events (Note 13)

Subsequent Event (Note 14)

The accompanying notes are an integral part of these financial statements

ENERTOPIA CORP.

STATEMENTS OF STOCKHOLDERS' DEFICIENCY

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

(Expressed in U.S.

1 unchanged sentence

Balance, August 31, 2020

Shares issued for LOI on October 28

Share based compensation

Comprehensive loss

Balance, August 31, 2020

Shares issued for patent

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Balance, August 31, 2021

Warrants exercised

Stock options granted

Shares issued for hydrogen technology

Shares issued for investment in battery management technology

Shares issued for services

Stock options exercised

Comprehensive income

Balance, August 31, 2022

The accompanying notes are an integral part of these financial statements

ENERTOPIA CORP.

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Expressed in U.S.

1 unchanged sentence

Bank charges and interest expense

Consulting (Note 7)

Consulting (Notes 8 and 9 )

Mineral exploration costs

3 unchanged sentences

Office and miscellaneous

Research and development

Stock-based compensation (Note 9)

R esearch and development (Note 6 and 7)

Total expenses

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Foreign exchange gain (loss)

Gain on marketable securities

Unrealized gain on marketable securities

Gain (loss) on marketable securities

Unrealized loss on marketable securities

Unrealized foreign exchange loss on marketable securities

Write down of assets (Note 6)

Income from royalty granted (Note 5)

Gain from mineral property sale (Note 5)

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

Basic and diluted income (loss) per share

Weighted average number of common shares outstanding - basic and diluted

Income (loss) per share

Weighted average number of common shares outstanding

The accompanying notes are an integral part of these financial statements

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Cash flows used in operating activities

Net Income/(Loss)

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

Shares issued for exploration cost

Interest expense on loan

Shares issued for consulting

Shares issued for battery management system

Shares issued for hydrogen technology

Stock-based compensation

Unrealized loss/ (gain) on marketable securities

Gain on disposal of marketable securities

Unrealized loss on marketable securities

Loss (gain) on disposal of marketable securities

Write down of assets

Gain on mineral property sale

Income from royalty grant

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Proceeds from sale of marketable securities

Proceeds from mineral property sale

Purchase of mineral property

Purchase of marketable securities

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Net proceeds from warrants exercised

Repayment of loan from related party

Net proceeds from subscriptions received

Net cash from / (used in) financing activities

N et cash from financing activities

Increase in cash

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Cash, end of year

Supplemental information of cash flows

Interest paid in cash

Supplemental cash flow information

Cash paid for interest

Cash paid for taxes

The accompanying notes are an integral part of these financial statements

ENRTOPIA CORP.

ENERTOPIA CORP.

NOTES TO FINANCIAL STATEMENTS

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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-renewable energy operations to its planned renewable 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 is an independent natural resource company engaged in the exploration, development, and acquisition of natural resources in the United States.

The Company is exploring the West Tonopah Lithium Project ("West Tonopah") in the Big Smokey Valley, Nevada The Company is also developing various renewable energy technologies.

The Company's office is located in Kelowna, B.C., Canada.

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

The Company had a working capital deficit of $5,841 as at August 31, 2021 (2020 - $392,956 deficit).

The Company had a working capital of $ 2,845,286 as at August 31, 2022 (2021 - $ 5,841 deficit).

As at August 31, 2022 the Company has incurred cumulative losses of $ 12,694,988 that raises substantial doubt about its ability to continue as a going concern.

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These 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 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").

Since March 2020, several measures have been implemented in Canada, the United States, and the rest of the world in response to the 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.

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All estimates used in the model are based on historical data which may not be representative of future results.

c) Fair value of shares issued in non cash transactions

The Company at times grants common shares in lieu of cash to certain vendors for their services to the Company.

The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided by calculating the fair value of the share offering at the cost of the service provided.

Earnings Per Share

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The Company has adopted ASC 220 "Earnings Per Share".

Diluted loss per share is equivalent to basic loss per share because the potential exercise of the equity-based financial instruments was anti-dilutive.

Basic earnings per share ("EPS") is computed based on the weighted average number of shares of common stock outstanding during the period.

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Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The Company's financial instruments consist primarily of cash, marketable securities, accounts receivable, accounts payable, loan from related party and due to related parties.

The Company's financial instruments consist primarily of cash, marketable securities, accounts receivable, accounts payable and due to related parties.

The carrying amounts of these financial instruments approximate their fair values due to their short maturities.

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Concentration of credit risk

The Company places its cash with high credit quality financial institution.

The Company places its cash with high credit quality financial institutions.

Commitments and Contingencies

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Research and development costs are expensed as incurred.

Recently adopted Accounting Pronouncements

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

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

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework - Changes to the Disclosure Requirements to Fair Value Measurement.

The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption.

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

New Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses".

The standard, including subsequently issued amendments (ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-10 and ASU 2019-11), requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

In November 2019, the FASB issued ASU No.

2019-10 to postpone the effective date of ASU No.

2016-13 for public business entities eligible to be smaller reporting companies defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company is evaluating the impact of this guidance on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes:

2019-12 is effective as for public business entities, for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

This ASU removes specific exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles (GAAP).

It eliminates the need for an organization to analyses whether the following apply in a given period:

-Exception to the incremental approach for intra period tax allocation;

-Exceptions to accounting for basis differences when there are ownership changes in foreign investments;

-Exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses.

The ASU also improves financial statement preparers' application of income tax-related guidance and simplifies GAAP for:

- Franchise taxes that are partially based on income;

- Transactions with a government that result in a step up in the tax basis of goodwill;

- Separate financial statements of legal entities that are not subject to tax;

- Enacted changes in tax laws in interim periods.

MARKETABLE SECURITIES

Marketable securities consists of the Company's investment in shares of STEM INC acquired for net cost of $17,705.

On May 4, 2022 ("Closing Date"), the Company announced the sale of its Clayton Valley unpatented mining claims to Cypress Development Corporation ("Cypress") and as a result of this transaction received 3,000,000 shares of Cypress along with $ 1,100,000 in cash.

The 3,000,000 shares have been restricted for trade:

the Company may trade 1,000,000 of these shares six months and one day after the Closing Date and thereafter may trade 1,000,000 shares in each three-month period following the Closing Date.

Given the lock up conditions, the Company believes that there is a Lack of Marketability ("LOM") related to these shares and thus recorded the shares using a discounting factor.

The discounting factor was also used in fair valuing the shares as at the year end date of August 31, 2022.

Marketable securities as at August 31, 2022 consist of the Company's investment in 3,000,000 shares of Cypress.

As at August 31, 2022, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2020

Additions - cost

Disposals-cost

Unrealized gain

Proceeds from disposals

Unrealized loss

Balance, August 31, 2021

Unrealized loss

Unrealized foreign exchange loss

Proceeds from disposal

Loss on disposal

Balance, August 31, 2022

1 Company recorded the 3,000,000 shares received from Cypress on May 4, 2022 as an investment and valued the investment using the closing rate of CAD 1.63 per share and a discount rate of 10 % due to LOM.

The shares were subsequently revalued as at the year end date of August 31, 2022 using the closing rate of CAD 1.20 per share and a discount rate of 11 %, with the resulting changes in fair value being recorded as part of other profit or loss.

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.

Clayton Valley

During the year ended August 31, 2017 the Company staked lode and placer claims on Bureau of Land Management 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.

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

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 .

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

On May 4, 2022, the Company closed the Clayton Valley property sale and disposed of the unpatented mining claims for consideration consisting of $ 1,100,000 in cash and 3,000,000 shares of Cypress Development Corp (Note 4).

The royalty liabilities from the project were transferred to Cypress Development Corp.

On February 25, 2022, the Company staked 1,760 acres of unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $ 10,500 .

TECHNOLOGY DEVELOPMENT

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.

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

On August 17, 2021 the Company announced the filing of its third provisional patent application, Enertopia Rainmaker Technology.

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

On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100 % ownership and rights to the hydrogen technology (“Hydrogen Technology”).

By acquiring this Hydrogen Technology, the Company is currently researching the opportunity to create process gas that can be used in commercial, industrial and mining applications by splitting the hydrogen from water via electrolysis.

The Company paid $ 25,000 in cash and issued 1,000,000 shares in consideration for acquiring the Hydrogen Technology, with an additional 1,000,000 common shares issued and held in escrow pending successful patenting of the intellectual property.

The Company has recorded the consideration for the purchase of the Hydrogen Technology as research and development expense in the statement of operations for the year ended August 31, 2022, as follows:

Consideration for Purchase of Hydrogen Technology

2,000,000 shares at FV 0.0502 (Adjusted closing price on the date of the issuance)

The technology is still in research and development phase and is not commercially feasible as at the year end date of August 31, 2022.

The Company has incurred $ 168,016 as research and development costs for the hydrogen technology, in addition to the $ 125,400 acquisition related costs for the year ended August 31, 2022.

BATTERY MANAGEMENT TECHNOLOGY ("BMT")

On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100 % ownership and rights to their Provisional Patent Pending BMT.

The Company created a Joint Venture ("JV") with 51 % controlling interest in CapNTrack 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.

As at the year ended date of August 31, 2022, there have been no operations in the JV and it is a dormant entity.

The BMT is still in research and development phase and has not obtained commercial or operational feasibility as at the year end date of August 31, 2022.

The Company has recorded the entire consideration of $ 480,000 for the ownership of the BMT as research and development expense in the statement of operations for the year ended August 31, 2022.

RELATED PARTY TRANSACTIONS

For the year ended August 31, 2021, the Company was party to the following related party transactions with key management personnel, which consists of the President and Chief Executive Officer of the Company and its directors:

Incurred $Nil (2020 - $10,500) to the President of the Company in consulting fees.

For the year ended August 31, 2022, the Company was party to the following related party transactions with key management personnel, which consists of the President and Chief Financial Officer of the Company and its Directors:

Incurred $ 38,000 (2021 - $ 0 ) to the President of the Company in consulting fees.

As at August 31, 2022, the accounts payable to the President of the Company was $ 64,409 (2021:

On December 6, 2021 the Company issued 250,000 stock options valued at $ 12,205 to the President of the Company (Note 10).

Incurred $ 769 (2021 - $ 0 ) to the Chief Financial Officer of the Company in consulting fees.

As at August 31, 2022, the accounts payable to the Chief Financial Officer of the Company was $ 0 (2021:

On August 18, 2022, the Company issued 1,000,000 stock options valued at $ 40,543 to the Chief Financial Officer of the Company (Note 10).

On August 18, 2022 the Company issued a total of 1,000,000 stock options valued at $ 40,543 to the Directors of the Company.

On December 6, 2021, the Company issued a total of 250,000 stock options valued at $ 12,205 to the president of the Company.

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

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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 10).

During the year ended August 31, 2022 the Company 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 (Note 10).

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 purchase of JV (Note 7).

On February 25, 2022, the Company issued 1,000,000 shares to one consultant of the Company.

As at August 31, 2022 the Company had 155,116,088 shares issued and outstanding (2021 - 139,211,700 ).

As at August 31, 2022 the Company had 7,000,000 (2021 - 1,000,000 ) shares held in escrow.

STOCK OPTIONS AND WARRANTS

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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;

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and attracting new Directors, Officers, Employees and Consultants.

For the year ended August 31, 2021, the Company recorded $297,691 (2020 - $17,308) stock-based compensation expense.

The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 17,400,000 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement.

For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan.

The options are deemed as vested and exercisable on issuance and the maximum life of the options granted under this Plan may not exceed 5 years.

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

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

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

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

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

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

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

On August 18, 2022, the Company issued 2,000,000 stock options with an exercise price of $ 0.06 vesting immediately, expiring August 18, 2027 .

1,000,000 to the Chief Financial Officer and 500,000 each to two Directors of the Company (Note 8).

O n December 6, 2021, the Company issued 250,000 stock options to the president of the Company with an exercise price of $ 0.07 vested immediately, expiring December 6, 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 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 .

The fair value of the options granted during the year ended August 31, 2022 and 2021 was estimated on the date of the grant using the Black-Scholes options pricing model, with the following weighted average assumptions:

Expected dividend yield

Expected stock volatility

Risk-free interest rate

Expected life of options (years)

Expected forfeiture rate

Grant date fair value per option

During the year ended August 31, 2022, the Company recorded $ 163,130 (August 31, 2021 $ 297,691 ) as stock-based compensation expense.

In addition, the Company issued 113,388 (August 31, 2021:

3,293,224 ) common shares of the Company as a result of exercise of 226,776 cashless stock options and a total of 3,450,000 stock options expired without being exercised (August 31, 2021:

A summary of the changes in stock options is presented below:

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Balance, August 31, 2022

The fair value of options granted has been estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:

August 31, 2021

August 31, 2020

Expected volatility

Risk-free interest rate

Expected life

Dividend yield

Estimated fair value per option

The Company has the following options outstanding and exercisable.

September 19, 2016

September 19, 2021

January 20, 2017

January 20, 2022

January 31, 2017

January 31, 2022

The Company has the following options outstanding and exercisable as at August 31, 2022:

October 27, 2017

October 27, 2022

February 25, 2020

February 25, 2022

December 14, 2020

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April 27, 2026

September 01, 2021

September 01, 2026

December 06, 2021

December 06, 2026

August 18, 2022

August 18, 2027

Balance outstanding and exercisable

*As at August 31, 2022 the market price of the Company's common shares was $ 0.048 per share.

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

During the year ended August 31, 2021, the Company issued 1,500,000 warrants attached to units in private placements with no finders fees being paid.

The intrinsic value of the stock options was $ 0 .

There were no warrants issued during the year ended August 31, 2022.

During the year ended August 31, 2021, the Company issued 1,500,000 warrants attached to units in private placements.

A summary of warrants as at August 31, 2022 and August 31, 2021 is as follows:

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Balance, August 31, 2022

The Company has the following warrants outstanding:

August 31, 2021

September 21, 2018

September 21, 2021

The Company has the following warrants outstanding as at August 31, 2022:

March 27, 2019

March 27, 2023

January 14, 2021

January 14, 2022

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

The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $ 9,500 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.

The Company has a rental agreement for a corporate office for $1,100 per month plus GST.

The Company has a consulting agreement with the CFO of the Company for corporate administration and consulting services for $ 5,000 per quarter plus goods and services tax ("GST") on a continuing basis.

The Company has a rental agreement for a corporate office for CAD$ 1,100 per month plus GST.

The agreement expires December 31, 2022.

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Federal statutory income tax rates to income tax benefit at the Company's effective tax rates at August 31, 2022 and 2021:

August 31, 2021

August 31, 2020

Income (loss) before taxes

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Deferred tax assets (liabilities) at August 31, 2022 and 2021 are comprised of the following:

August 31, 2021

August 31, 2020

Net operating loss carry forwards

Marketable securities

Financing costs

Intangible assets

Mineral property

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Deferred tax assets (liabilities)

The Company has net operating loss carry forwards of approximately $13,310,000 (2020 - $13,220,000) which may be carried forward to 2025 and onwards to apply against future taxable income for US tax purposes, subject to the final determination by the taxation authority, expiring in the following years.

The Company has net operating loss carry forwards of approximately $ 10,259,316 (2021 - $ 14,266,681 ) a portion of which may be carried forward up to 20 years to apply against future taxable income for US tax purposes, subject to the final determination by the taxation authority, expiring in the following years.

Future tax assets have not been recognized because it is not probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

The expiry of the Company’s non-capital tax loss carryforwards are as follows:

Balance – August 31, 2022

SEGMENTED INFORMATION

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

natural resource acquisitions.

The Company’s operations involve the development of natural resources and green technologies.

The Company is centrally managed and its chief operating decision maker, being the CEO, uses the consolidated and other financial information to make operational decisions and to assess the performance of the Company.

The Company has increased its reportable segments from one to three during the year ended August 31, 2022.

The decision for this change was made keeping in mind the Company’s strategic direction and the need to better report the results for each of the identified three reportable segments:

Natural Resources, Technology and Corporate, none of which are revenue generating as at the year ended date of August 31, 2022.

Long term Assets

United States of America

Balance – August 31, 2022

August 31, 2022

Operating expenses

Other income (expenses) (Note 4, 5, 6)

Segment income (loss)

Total Assets (Note 4, 5)

SUBSEQUENT EVENTS

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.

Management has evaluated subsequent events through the date these financial statements were issued.

Based on our evaluation the are no material events have occurred that require disclosure.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data