What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-01-09 compared with 2022-07-13 · 183 added, 574 removed, 120 unchanged (86% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the nine month period ended May 31, 2022 form part of this quarterly report.

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

2 unchanged sentences

(Expressed in U.S.

Cash and cash equivalents

Marketable securities (Note 4)

2 unchanged sentences

Total Current Assets

Non-current assets, net

Mineral property (Note 5)

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable

Due to related parties (Note 8)

Total Current Liabilities

STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities

Due to related party (Note 8)

Total Liabilities

STOCKHOLDERS' EQUITY (DEFICIENCY)

Share Capital (Note 9)

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

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

Issued and outstanding:

155,116,088 common shares at May 31, 2022 and August 31, 2021:

155,116,088 common shares at November 30, 2022 and 155,116,088 at August 31, 2022

Additional paid-in capital (Note 10)

Deficit accumulated during the exploration stage

Total Stockholders' Equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

Commitments (Note 11)

The accompanying notes are an integral part of these unaudited condensed interim financial statements

3 unchanged sentences

STOCKHOLDERS'

Balance, August 31, 2020

Shares issued for LOI

Comprehensive loss

Balance, November 30, 2020

Shares issued for patent

Private placement

Stock options granted

Stock options exercised

Warrants exercised

Comprehensive loss

Balance, February 28, 2021

Stock options granted

Stock options exercised

Comprehensive loss

Balance, May 31, 2021

Stock options exercised

Warrants exercised

Comprehensive loss

EQUITY(DEFICIT)

Balance, August 31, 2021

1 unchanged sentence

Stock options granted on Sept 1

Comprehensive income (loss)

Comprehensive loss

Balance, November 30, 2021

6 unchanged sentences

Balance, February 28, 2022

Comprehensive income/(loss)

Comprehensive income

Balance, May 31, 2022

Stock options granted

Comprehensive loss

Balance, August 31, 2022

Comprehensive loss

Balance, November 30, 2022

The accompanying notes are an integral part of these unaudited condensed interim financial statements

3 unchanged sentences

THREE MONTHS ENDED

NINE MONTHS ENDED

Accounting and audit

Bank charges and interest expense

Consulting (Note 6, 8 )

Mineral exploration costs

Fees and dues

Investor relations

Investor relation

Legal and professional

Office and miscellaneous

Mineral exploration costs

Research and development

Stock based compensation (Note 10)

Total expenses

2 unchanged sentences

Foreign exchange gain (loss)

Unrealized gain on marketable securities (Note 4)

Gain on disposal of marketable securities (Note 4)

Income from mineral property sale (Note 5)

Unrealized gain (loss) on marketable securities

Unrealized foreign exchange loss on marketable securities

Net Income (loss) and comprehensive Income (loss) for the period

Basic earnings (loss) per share

Diluted earnings (loss) per share

Weighted average number of common shares outstanding - basic

Weighted average number of common shares outstanding - diluted

Basic and diluted loss per share

Weighted average number of common shares outstanding

- Basic and diluted

The accompanying notes are an integral part of these unaudited condensed interim financial statements

2 unchanged sentences

(Expressed in U.S.

NINE MONTHS ENDED

THREE MONTHS ENDED

Cash flows used in operating activities

1 unchanged sentence

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

Shares received for mineral property sale

Shares issued for consulting

Shares issued for battery management technology

Stock based compensation

Fair value of shares issued for hydrogen technology

Income from Royalty grant

Income from mineral property sale

Unrealized loss/(gain) on marketable securities

Gain on disposal of marketable securities

Interest on loan payable

Unrealized loss on marketable securities

Unrealized foreign exchange loss on marketable securities

Change in non-cash working capital items:

Accounts receivable

Prepaid expenses and deposit

Prepaid expenses and deposits

Accounts payable and accrued liabilities

1 unchanged sentence

Net cash used in operating activities

Cash flows from Investing activities

Proceeds from disposal of marketable securities

Proceeds from mineral property sale

Purchase of mineral property

Purchases of marketable securities

Proceeds from royalty grant

Net cash from investing activities

Cash flows from (used in) Financing activities

Net proceeds from options exercised

Cash flows used in investing activities

Net cash used in investing activities

Cash flows from financing activities

Net proceeds from warrants exercised

Net proceeds from subscriptions received

Repayment of loan from related party

Net cash from (used in) Financing activities

Increase (Decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net cash from financing Activities

Decrease in cash

Cash at beginning of period

Cash at end of period

Supplemental information of cash flows:

Income taxes paid in cash

Cash paid for taxes

The accompanying notes are an integral part of these unaudited condensed interim financial statements

1 unchanged sentence

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2022

(Expressed in U.S.

The unaudited condensed interim financial statements for the period ended May 31, 2022 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

The unaudited condensed interim financial statements for the period ended November 30, 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, 2022 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 is engaged in the business of Lithium exploration at their Nevada claims, along with holding intellectual property & patents in the green technology space.

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

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 $ 551,009 for the nine months ended May 31, 2022 ($ 298,188 for the nine months ended May 31, 2021) and as at May 31, 2022 has incurred cumulative losses of $ 11,888,492 that raises substantial doubt about its ability to continue as a going concern.

The Company incurred net cash outflows from operating activities of $ 166,497 for the three months ended November 30, 2022 ($ 125,246 for the three months ended November 30, 2021) and as at November 30, 2022 has incurred cumulative losses of $ 13,141,822 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.

12 unchanged sentences

SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

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.

3 unchanged sentences

Therefore, these financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended August 31, 2022.

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.

Accounting Estimates

The preparation of financial statements in conformity with U.S GAAP requires us to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Some of the Company's accounting policies require us to make subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

These accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made.

Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used.

Changes in the accounting estimates used by the Company are reasonably likely to occur from time to time, which may have a material effect on the presentation of financial condition and results of operations.

The Company reviews these estimates, judgments and assumptions periodically and reflect the effects of revisions in the period in which they are deemed to be necessary.

We believe that these estimates are reasonable;

however, actual results could differ from these estimates.

Significant accounting estimates and assumptions are used for, but not limited to:

a) The Valuation of Deferred Tax Assets

Judgement is required in determining whether deferred tax assets are recognized on the balance sheet.

The recognition of deferred tax assets requires management to assess the likelihood that the Company will generate taxable income in future periods to utilize the deferred tax assets.

Due to the Company's history of losses, deferred tax assets have not been recognized by the Company.

b) Value of Stock Options

The Company provides compensation benefits to its employees, directors, officers, and consultants, through a stock option plan.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model.

Expected volatility assumption used in the model is based on the historical volatility of the Company's share price.

The Company uses historical data to estimate the period of option exercises for use in the valuation model.

The risk-free interest rate for the expected term of the option is based on the yields of government bonds.

Changes in these assumptions, especially the share price volatility and the expected life determination could have a material impact on the Company's profit and loss for the periods presented.

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

Loss per share is computed using the weighted average number of shares outstanding during the period.

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

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

Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.

Dilutive potential common shares include outstanding stock options and stock awards.

Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.

A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;

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 and due to related parties.

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

Cash and marketable securities are in Level 1 within the fair value hierarchy.

The Company's operations are in United States of America and Canada, which results in exposure to market risks from changes in foreign currency rates.

The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates.

Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Research and Development

Research and development costs are expensed as incurred.

Comparative Information

The Company reclassified certain balances related to operations in the comparative period to conform with the current presentation.

There has been no impact on net loss, comprehensive loss, or net assets as a result of the changes.

MARKETABLE SECURITIES

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 four 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") of 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 period ended date of May 31, 2022.

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

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

Balance, August 31, 2020

Proceeds from disposals

Unrealized Gain

The 3,000,000 shares were restricted for trade, 1,000,000 are tradable, 1,000,000 are tradable beginning February 4, 2023 and 1,000,000 are tradable beginning May 4, 2023.

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 period end date of November 30, 2022.

Marketable securities as at November 30, 2022 consist of the Company's investment in 3,000,000 shares of Cypress.

As at November 30, 2022, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2021

Unrealized gain/(loss)

Unrealized loss

Unrealized foreign exchange loss

Proceeds from disposal

Loss on disposal

Balance, May 31, 2022

Balance, August 31, 2022

Unrealized loss

Unrealized foreign exchange loss

Balance, November 30, 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 period ended date of May 31, 2022 using the closing rate of CAD 1.28 per share and discounting rate of 9 %, with the resulting changes in fair value being recorded as part of other profit or loss.

The shares were subsequently revalued as at the period ended date of November 30, 2022 using the closing rate of CAD$ 1.05 per share and discounting rate of 10 %, with the resulting changes in fair value being recorded as part of other income (expense).

MINERAL PROPERTY

During the year ended August 30, 2017 the Company staked lode and placer claims on BLM lands in Esmerelda county Nevada ("Clayton Valley") 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.

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 23, 2022, the Company accepted an offer subject to shareholder approval to sell the 160 Acre mineral property in Clayton Valley Nevada to Cypress Development (Nevada) Inc.

for $ 1,100,000 cash with a deposit of $ 50,000 being paid on signing and the issuance of 3,000,000 common shares of Cypress Development Corp.

On February 25, 2022, the Company staked 1,760 acres of unpatented mineral claims in Esmeralda county, NV.

On April 29, 2022, at the Company's Special General Meeting ("SGM") shareholders voted in favor to sell the 160 acre Clayton Valley property.

On May 4, 2022, the Company closed the Clayton valley property sale and received the remainder of $ 1,050,000 in cash and subscribed to 3,000,000 shares of Cypress Development Corp (Note 4) on closing.

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 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 May 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 period ended May 31, 2022.

The Company has incurred an additional $ 48,926 as research and development costs for the hydrogen technology, in addition to the $ 125,400 acquisition related costs for the period ended May 31, 2022.

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

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

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 2,000,000 shares, with 1,000,000 of the issued shares held in escrow pending successful patenting of the intellectual property, valued at $100,400, for a total of $ 125,400 in consideration expensed during the year ended August 31, 2022, for acquiring the Hydrogen Technology.

The technology is still in research and development phase and is not commercially feasible as at period ended November 30, 2022.

The Company has incurred an additional $ 168,016 as research and development costs for the hydrogen technology during the year ended August 31, 2022 and $ 15,526 for the period ended November 30, 2022.

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 May 31, 2022.

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 May 31, 2022.

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 period ended date of November 30, 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 period end date of November 30, 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 during the year ended August 31, 2022.

There were no expenses related to the BMT incurred during the period ended November 30, 2022.

RELATED PARTIES TRANSACTION

For the nine month period ended May 31, 2022, the Company was party to the following related party transactions:

The Company incurred $ 9,975 (May 31, 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 May 31, 2022 is $ 80,159 (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).

For the three month period ended November 30, 2022, the Company was party to the following related party transactions:

• The Company incurred $ 28,500 (November 30, 2021:

$ 0 ) to the President of the Company in consulting fees.

• The amounts outstanding in accounts payable to the President of the Company as at November 30, 2022 is $ 48,659 (August 31, 2022 - $ 64,409 ).

• The Company incurred $ 5,000 (November 30, 2021:

$ 0 ) to the CFO of the Company in consulting fees.

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

During the nine months ended May 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 (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 May 31, 2022 the Company had 155,116,088 (August 31, 2021:

During the three months ended November 30, 2022, the Company issued no common shares.

As at November 30, 2022 the Company had 155,116,088 (August 31, 2022:

155,116,088 ) shares issued and outstanding.

As at November 30, 2022 the Company had 7,000,000 (August 31 2022 - 7,000,000 ) shares held in escrow, that are included in the total shares issued and outstanding.

STOCK OPTIONS AND WARRANTS

1 unchanged sentence

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;

1 unchanged sentence

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

Expected stock volatility

Risk-free interest rate

Expected life of options (years)

Expected forfeiture rate

Grant date fair value per option

During the nine month period ended May 31, 2022, the Company recorded $ 55,877 (May 31, 2021 $ 297,691 ) as stock based compensation expenses.

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

2,920,000 ) 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 (May 31, 2021:

A summary of the changes in stock options for the nine months ended May 31, 2022 is presented below:

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.

During the three months ended November 30, 2022 the Company did not issue any options.

During the three month period ended November 30, 2022, the Company recorded $ 0 (November 30, 2021 $ 23,056 ) as stock based compensation expenses.

In addition, a total of 800,000 stock options expired without being exercised (November 30, 2021:

A summary of the changes in stock options for the three months ended November 30, 2022 is presented below:

Options Outstanding

Weighted Average

Number of Shares

Exercise Price $

Weighted Average

Remaining Life

Intrinsic Value

Balance, August 31, 2021

Balance, August 31, 2022

Balance, May 31, 2022

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

October 27, 2017

October 27, 2022

December 14, 2020

December 14, 2025

January 28, 2021

January 28, 2026

February 4, 2021

February 4, 2026

February 5, 2021

February 5, 2026

April 27, 2021

April 27, 2026

September 1, 2021

September 1, 2026

December 6, 2021

December 6, 2026

*As at May 31, 2022 the market price of the Company's common shares was $ 0.045 per share.

No incentive stock options were in the money.

August 31, 2021

September 19, 2016

September 19, 2021

January 20, 2017

January 20, 2022

January 31, 2017

January 31, 2022

October 27, 2017

October 27, 2022

February 25, 2020

February 25, 2022

December 14, 2020

December 14, 2025

January 28, 2021

January 28, 2026

February 4, 2021

February 4, 2026

February 5, 2021

February 5, 2026

April 27, 2021

April 27, 2026

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

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

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

Weighted Average

Balance, November 30, 2022 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at November 30, 2022:

Exercise Price

Remaining Life

Balance outstanding and exercisable

There were no warrants issued during the period ended November 30, 2022.

A summary of warrants as at November 30, 2022 is as follows:

Number of Warrants

Weighted Average

Exercise Price

1 unchanged sentence

Balance, August 31, 2022

Balance, May 31, 2022

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

Balance, November 30, 2022

The Company has the following warrants outstanding as at November 30, 2022:

Exercise Price

March 27, 2019

March 27, 2023

Intrinsic Value

Total outstanding and exercisable

*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.

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

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

The agreement expires December 31, 2022.

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 CAN $ 1,100 per month plus GST.

The agreement expired December 31, 2022.

Subsequent to November 30, 2022, the Company renewed the rental agreement with a 1 % increase to CAN $ 1,111 per month plus GST.

SEGMENTED INFORMATION

As at May 31, 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.

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.

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.

In February 2022 the Company acquired the West Tonopah, NV Lithium Project.

The Company's main focus is in natural resource sector.

On February 23, 2022, the Company accepted an offer subject to shareholder approval to sell the 160 Acre mineral property in Clayton Valley Nevada to Cypress Development (Nevada) Inc.

for $1,100,000 cash with a deposit of $50,000 being paid on signing and the issuance of 3,000,000 common shares of Cypress Development Corp.

The transaction Closed on May 4, 2022 and the Company received the total proceeds of $1,100,000 along with 3,000,000 shares of Cypress Development Corp.

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 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 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 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 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 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 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 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 February 23, 2022, the Company accepted an offer subject to shareholder approval to sell the 160 Acre mineral property in Clayton Valley Nevada to Cypress Development (Nevada) Inc.

for $1,100,000 cash with a deposit of $50,000 being paid on signing and the issuance of 3,000,000 common shares of Cypress Development Corp.

On February 25, 2022, the Company issued 1,000,000 shares at $0.04 to one consultant of the Company and $2,500 cash.

On February 25, 2022, the Company received confirmation of staking 1,760 Acres of 88 unpatented lode claims in Esmeralda county, Nevada

On April 29, 2022, at the Company's SGM shareholders voted 99.12% 45,021,336 in favor, 0.46% 209,236 against and 0.42% 189,752 abstained, for the resolution to sell the 160 acre clayton valley property.

On May 4, 2022, the Company closed the sale of the 160 acre clayton valley property and received the remaining $1,050,000 in cash and the issuance of 3,000,000 shares of Cypress Development Corp on closing, as per the agreement.

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.

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.

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.

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.

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.

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.

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 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 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 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 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.

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.

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.

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 May 4, 2022 the Company announced the sale of the property to Cypress Development Corp.

Esmeralda County Lode and Placer Claims:

West Tonopah Project

The company announced on February 25, 2022 that it had acquired and staked 88 lode claims covering 1,760 acres

In Esmeralda County, NV approximately 4 miles west of Tonopah, NV

Esmeralda County MS Lode Claims:

MS Lode Claims

County Document #

BLM Document #

2022-230856 to 2022-230943

NV 105296951 to NV 105297039

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.

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.

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.

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.

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.

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.

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 May 31, 2022 and May 31, 2021

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended May 31, 2022, which are included herein.

Our operating results for the three months ended May 31, 2022 and May 31, 2021 and the changes between those periods for the respective items are summarized as follows:

Change Between

Three Month Period

Ended May 31, 2022 and May

Revenue (cost recovery) $ Nil $ Nil $ Nil

Cost of product sales Nil Nil Nil

Professional fees 31,888 24,609 7,279

Exploration expenses 22,254 1,013 21,241

Consulting fees 32,546 15,801 16,745

Fees and dues 23,804 20,178 3,626

Investor relations 10,049 7,855 2,194

Research and development 39,521 2,645 36,876

Stock based compensation - 9,005 (9,005)

Other administrative expenses 16,759 4,880 11,879

Other expenses (income) (3,812,451) 5,080 (3,817,531)

Net loss (income) (3,635,630) 91,066 (3,726,696)

Our financial statements report revenue of $Nil for the three months ended May 31, 2022, and May 31, 2021.

Our financial statements report a net income of $3,635,630 for the three-month period ended May 31, 2022, compared to a net loss of $91,066 for the three-month period ended May 31, 2021.

Our net income has increased by $3,726,696 for the three-month period ended May 31, 2022.

Our operating costs were higher by $90,835 for May 31, 2022, compared to May 31, 2021.

The increase was largely due to an increase in research and development, and exploration costs compared to May 31, 2021.

Results of Operations - Nine Months Ended May 31, 2022 and May 31, 2021

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended May 31, 2022, which are included herein.

Our operating results for the nine months ended May 31, 2022, for the nine months ended May 31, 2021 and the changes between those periods for the respective items are summarized as follows:

Nine Months Ended

Change Between

Nine Month Period

May 31, 2022 and May

Revenue (cost recovery) $ Nil $ Nil $ Nil

Cost of product sales Nil Nil Nil

Professional fees 70,415 52,035 18,380

Exploration expenses 32,587 5,926 26,661

Consulting fees 124,175 29,301 94,874

Fees and dues 40,779 34,116 6,663

Investor relations 30,405 23,529 6,876

Research and development 690,658 5,978 684,680

Stock based compensation 55,877 297,691 (241,814)

Other administrative expenses 30,680 8,453 22,227

Other expenses (income) (3,856,477) (293,341) (3,563,136)

Net loss (income) (2,780,901) 163,688 (2,944,589)

Our accumulated losses are $11,888,492 at May 31, 2022.

Our financial statements report revenue of $Nil for the nine months ended May 31, 2022 and May 31, 2021.

Our financial statements report a net income of $2,780,901 for the nine-month period ended May 31, 2022, compared to net loss of $163,688 for the nine-month period ended May 31, 2021.

Our operating costs were higher by $618,547 for May 31, 2022 compared to May 31, 2021.

The increase was largely due to research and development during the nine months ended May 31, 2022, higher by $684,680, offset by decrease of $241,814 in share-based compensation, compared to the nine months ended May 31, 2021.

As at May 31, 2022, we had $366,786 in current liabilities, which is lower by $54,150 when compared to current liabilities as at August 31, 2021.

Our net cash used in operating activities for the nine months ended May 31, 2022 was $551,009 compared to $298,188 used in the nine months ended May 31, 2021.

Liquidity and Financial Condition

Working Capital At At

May 31, August 31,

Current assets $ 3,911,315 $ 415,095

Current liabilities 366,786 420,936

Working capital surplus/(deficit) $ 3,544,529 $ (5,841 )

Cash flows (used in) operating activities $ (551,009 ) $ (298,188 )

Cash flows from investing activities 1,099,564 307,168

Cash flows from financing activities 131,390 270,648

Net increase in cash during year $ 679,945 $ 279,628

Operating Activities

Net cash used in operating activities was $551,009 in the nine months ended May 31, 2022 compared with net cash used in operating activities of $298,188 in the same period in 2021.

Financing Activities

Net cash provided by financing activities was $131,390, in the nine months ended May 31, 2022 compared to cash provided by financing activities of $270,648 in the same period in 2021.

Investing Activities

Net cash provided by investing activities was $1,099,564 in the nine months ended May 31, 2022 compared to $307,168 for the same period in 2021.

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 November 30, 2022.

Long term Assets

United States of America

Balance November 30, 2022

Natural Resources

Consolidated Total

Operating expenses

Other expense

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

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.

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

What changed 10-Q

Item 1. Financial Statements