What changed in this filing

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Item 9A. Controls and Procedures

2022-11-29 compared with 2021-11-10 · 75 added, 77 removed, 226 unchanged (40% of the section changed)

22 unchanged sentences

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended August 31, 2021 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

On August 16, 2022, Allan Spissinger replaced Robert McAllister as the chief financial officer of the Company.

There have been no other changes in our internal controls over financial reporting that occurred during the year ended August 31, 2022 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Other Information

9 unchanged sentences

April 14, 2008

Allan Spissinger

Chief Financial Officer and Director

August 16, 2022

Note Robert McAllister resigned from interim Chief Financial Officer on August 16, 2022

Business Experience

6 unchanged sentences

McAllister is a resource investment entrepreneur with over 20 years of experience in resource sector evaluations and commodity cycle analysis.

Allan Spissinger, Chief Financial Officer

Spissinger was appointed as Chief Financial Officer in August 2022.

Spissinger worked within the Informational Technologies (IT) sector for over a decade; specializing in corporate IT infrastructure and software development projects.

Spissinger joined the audit and assurance department at PricewaterhouseCoopers (PwC) where he obtained his Chartered Professional Accountant (CPA) designation focusing on financial reporting and Sarbanes-Oxley (SOX) compliance in the following sectors:

resources, manufacturing and technologies.

Spissinger's positive mentorship, excellent communication and extensive leadership skills have enabled him to successfully manage a variety of private and public businesses for over 20 years.

Family Relationships

54 unchanged sentences

President and Director

Allan Spissinger, (2) CFO

(1) On November 30, 2007, Mr.

McAllister was appointed as our President and on April 14, 2008 he was appointed as a director.

Salary for Mr.

McAllister was partially accrued for 2017, 2016, 2015 and 2014.

On July 31, 2017, Mr.

McAllister was appointed interim CFO.

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.

On May 1, 2022, the Company entered into a consulting agreement with President of the Company for $9,500 per month plus goods and services tax ("GST") on a continuing basis.

On August 16 th Mr.

McAllister resigned from the interim CFO position.

(2) On August 16, 2022, Mr.

Spissinger was appointed as our CFO.

Employment/Consulting Agreements

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 oil & gas exploration and production 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 our company, and supervising office staff and exploration and oil & gas consultants.

McAllister was compensated at the rate of $2,000 per month.

On December 1, 2008, the consulting fee was increased to $5,000 per month.

Effective March 1, 2014, the Company entered into a new consulting contract with the consulting services at $6,500 per month plus GST.

Effective July 1, 2017, a new consulting contract was entered into with remuneration set at $3,500 per month plus GST.

July 1, 2017, a consulting contract was entered into with remuneration set at $3,500 per month plus GST.

We may terminate this agreement without prior notice based on a number of conditions.

McAllister may terminate the agreement at any time by giving 30 days written notice of his intention to do so.

McAllister voluntarily suspended and terminated accrual of these consulting fees commencing on December 1, 2019.

On May 1, 2022, the Company entered into a consulting agreement with President of the Company for $9,500 per month plus goods and services tax ("GST") on a continuing basis.

Other than as set out in this annual report on Form 10-K we have not entered into any employment or consulting agreements with any of our current officers, directors or employees.

Grants of Plan-Based Awards Table

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 this Plan is to advance the interests of the Corporation, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of the Corporation and its affiliates;

encouraging eligible persons to remain with the Corporation or its affiliates;

and attracting new Directors, Officers, Employees and Consultants.

On November 5, 2013 the Company granted 675,000 stock options to directors, officers, and consultant of the Company with an exercise price of $0.06 vested immediately, expiring November 5, 2018.

125,000 stock options were exercised.

50,000 stock options were cancelled.

On November 3, 2014 the Company granted 2,100,000 stock options to directors, officers, and consultant of the Company with an exercise price of $0.10 vested immediately, expiring November 3, 2019.

1,050,000 stock options were cancelled.

On October 23, 2015, the Company granted 1,850,000 stock options to directors, officers and consultant of the Company with an exercise price of $0.05 vested immediately, expiring October 23, 2020.

17 unchanged sentences

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

On June 1, 2021, the Company issued 2,000,000 common shares as a result of the exercise of 2,000,000 warrants exercised at $0.05 per common share.

On June 8, 2021, the Company issued 400,000 common shares to the Company CEO as a result of the exercise of 400,000 warrants exercised at $0.05 per common share.

On June 8, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 options exercised at $0.07 per common share.

On June 29, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.05 per common share.

On July 29, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share.

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

Fundamental Research Corp.

is an issuer-paid independent research house.

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

On Aug 23, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share.

On Aug 31, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share.

On 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 250,000 stock options to one director 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 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).

Outstanding Equity Awards at Fiscal Year End

3 unchanged sentences

Unexercisable

Allan Spissinger

Option Exercises

During our fiscal year ended August 31, 2021, there were 2,720,000 (2020 - Nil) stock options exercised.

During our fiscal year ended August 31, 2022, a total of 226,776 (August 31, 2021 - 2,720,000) stock options were exercised resulting in issuance of 113,388 common shares on a cashless basis, valued at $0.02 per each stock option exercised.

Compensation of Directors

6 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of October 30, 2021, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

The following table sets forth, as of November 28, 2022, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.

4 unchanged sentences

7,755,000 ( 1 )

Allan Spissinger

Langley, British Columbia, Canada

1,000,000 (2)

Kelowna, British Columbia, Canada

1,050,000 ( 3 )

Calgary, Alberta, Canada

750,000 ( 4 )

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

8 unchanged sentences

250,000 Options which are exercisable at $0.07 into common shares;

200,000 warrants which are exercisable at $0.05 into common shares;

7,005,000 common shares.

Note 200,000 warrants above expired subsequent to year end.

1,000,000 Options which are exercisable at $0.06 into common shares;

500,000 Options which are exercisable at $0.06 into common shares;

250,000 Options which are exercisable at $0.06 into common shares;

300,000 common shares.

500,000 Options which are exercisable at $0.06 into common shares;

250,000 common shares.

Changes in Control

3 unchanged sentences

For the year ended August 31, 2022, the Company was party to the following related party transactions:

Incurred $Nil (2020 - $10,500) to the President of the Company in consulting fees (Note 7).

Incurred $38,000 (2021 - $10,500) 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, 2021, the Company issued a total of 1,000,000 stock options valued at $40,543 to the directors of the Company.

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

Director Independence

We currently act with one director, Robert McAllister, who does not qualify as an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

We currently do not have audit, nominating, compensation committees or committees performing similar functions.

We currently act with three directors, Kevin Brown, John Nelson who qualify as independent directors and Robert McAllister, who does not qualify as an "independent director" as defined in NASDAQ Marketplace Rule 4200(a)(15).

We currently have an audit committee, but.

there has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

30 unchanged sentences

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

Articles of Incorporation

Mining Lease between Nevada North Resources (U.S.A.), Inc.

and Miranda U.S.A.

(incorporated by reference to our Registration Statement on Form SB-2 filed January 9, 2006)

Exploration Agreement with Options for Joint Venture between our company and Miranda U.S.A.

(incorporated by reference to our Registration Statement on Form SB-2 filed January 9, 2006)

Amended Exploration Agreement between our company and Miranda U.S.A.

(incorporated by reference to our Registration Statement on Form SB-2 filed January 9, 2006)

Consulting Agreement between our company and KGE Management Ltd.

(incorporated by reference to our Registration Statement on Form SB-2 filed January 9, 2006)

Assignment Agreement with 0743608 B.C.

(incorporated by reference to our Current Report on Form 8-K filed March 19, 2007)

Articles of Incorporation of Enertopia Corp.

dated November 22, 2004 (incorporated by reference to our Registration Statement on Form SB-2 filed January 10, 2006 as Exhibit 3.1) .

Certificate of Amendment filed with the Nevada Secretary of State on February 22, 2010 (incorporated by reference to Exhibit 3.02 of our Current Report on Form 8-K filed March 4, 2010) .

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed December 18, 2009).

Agreement dated December 14, 2020 with Al Rich (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 15, 2020).

Consulting Agreement dated December 6, 2021 with Terry Gaylon.

Hydrogen Asset Purchase Agreement dated December 6, 2021

Asset Purchase Agreement dated December 17, 2021 with Paul Sandler and Mark Snyder dated December 17, 2021.

Asset Sale Agreement with Cypress Development Corp dated February 23, 2022 (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K filed February 28, 2022).

Consulting Agreement with Mr.

Robert McAllister dated December 1, 2008 (incorporated by reference to Exhibit 10.6 of our Annual Report on Form 10-K filed December 6, 2013)

Joint Venture Agreement with The Green Canvas Ltd.

dated February 28, 2014 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed February 28, 2014).

Definitive Joint Venture Agreement dated May 28, 2014 with Lexaria (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 29, 2014).

Form of Stock Option Agreement dated November 18, 2014 ((incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed November 18, 2014)

Form of Stock Option Agreement dated November 3, 2014 ((incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed November 4, 2014)

Termination and Settlement Agreement dated October 14, 2014 with 0786521 B.C.

Ltd (formerly World of Marihuana Productions Ltd.) and Mathew Chadwick (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 20, 2014)

Form of Subscription Agreement for Private Placement closed on January 30, 2015 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed January 30, 2015)

Form of Warrant Agreement dated January 30, 2015 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed January 30, 2015)

Form of Subscription Agreement for Private Placement closed on March 12, 2015 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed March 12, 2015)

Form of Warrant Agreement dated March 12, 2015 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed March 12, 2015) Share Purchase Agreement dated June 24, 2015 with Shaxon Enterprises Ltd.

(incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed June 26, 2015)

Joint Agreement and Mutual Release dated June 11, 2015 with Green Canvas Ltd.

and Tim Selenski (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed June 2, 2015)

Joint Venture Extension Agreement dated April 29, 2015 with The Green Canvas Ltd.

and Tim Selenski (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 1, 2015)

Robert McAllister dated May 1, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 4, 2022) .

Consulting Agreement with Mr.

Allan Spissinger dated August 16, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed August 19, 2022) .

Code of Ethics (incorporated by reference by from our annual report on Form 10-KSB filed on November 29, 2007).

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

6 unchanged sentences

November 28, 2022.

/s/ Robert McAllister

Robert McAllister

/s/ Allan Spissinger

Allan Spissinger CPA, CA

Chief Financial Officer

7 unchanged sentences

November 28, 2022.

/s/ Robert McAllister

Robert McAllister

/s/ Allan Spissinger

Allan Spissinger CPA, CA

Chief Financial Officer

2 unchanged sentences

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 9A. Controls and Procedures