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Item 1. Financial Statements

2023-04-10 compared with 2023-01-09 · 131 added, 74 removed, 229 unchanged (47% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the three month period ended November 30, 2022 form part of this quarterly report.

Our unaudited condensed financial statements for the six-month period ended February 28, 2023 form part of this quarterly report.

They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

ENERTOPIA CORP.

UNAUDITED CONDENSED INTERIM BALANCE SHEETS

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Expressed in U.S.

1 unchanged sentence

Accounts receivable

Prepaid expenses and deposit

Prepaid expenses and deposit (Note 13)

Total Current Assets

8 unchanged sentences

Issued and outstanding:

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

155,166,088 common shares at February 28, 2023 and 155,116,088 at August 31, 2022

Additional paid-in capital (Note 10)

Total Stockholders' Equity

Equity attributable to shareholders of the Company

Non-controlling interest

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

ENERTOPIA CORP.

CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(Expressed in U.S.

PAID-IN CAPITAL

STOCKHOLDERS'

19 unchanged sentences

Balance, November 30, 2022

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

Warrants issued for cash

Non controlling interest

Comprehensive loss

Balance, February 28, 2023

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

ENERTOPIA CORP.

CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S.

THREE MONTHS ENDED

SIX MONTHS ENDED

Accounting and audit

1 unchanged sentence

Fees and dues

Investor relation

Investor relations

Legal and professional

6 unchanged sentences

Foreign exchange gain (loss)

Realized gain (loss) on marketable securities

Realized foreign exchange gain (loss) on marketable securities

Unrealized gain (loss) on marketable securities

Unrealized foreign exchange loss on marketable securities

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

Basic and diluted loss per share

Unrealized foreign exchange gain (loss) on marketable securities

Gain from mineral property sale

Net income (loss) for the period

Net loss attributable to:

Common shareholders

Non controlling interest

Basic and diluted income (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

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

ENERTOPIA CORP.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S.

THREE MONTHS ENDED

SIX MONTHS ENDED

Cash flows used in operating activities

1 unchanged sentence

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

Shares issued for consulting

Shares issued for battery management system

Shares issued for hydrogen technology

Stock based compensation

Unrealized loss on marketable securities

Income from mineral property sale

Unrealized gain on marketable securities

Unrealized foreign exchange loss on marketable securities

Loss on disposal of marketable securities

Foreign exchange loss on disposal of marketable securities

Change in non-cash working capital items:

5 unchanged sentences

Cash flows used in investing activities

Proceeds from sale of marketable securities

Proceeds from mineral property sale

Staking of mineral property

Net cash used in investing activities

2 unchanged sentences

Net cash from financing Activities

Decrease in cash

Cash at beginning of period

Cash at end of period

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental information of cash flows:

1 unchanged sentence

Cash paid for taxes

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

Cashless options exercised

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

ENERTOPIA CORP.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2022

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2023

(Expressed in U.S.

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.

The unaudited condensed consolidated interim financial statements for the period ended February 28, 2023 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.

These unaudited condensed interim financial statements should be read in conjunction with the August 31, 2022 audited annual financial statements and notes thereto.

These unaudited condensed consolidated 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.

2 unchanged sentences

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.

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.

The accompanying unaudited condensed consolidated 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.

The Company incurred net cash outflows from operating activities of $ 600,887 for the six months ended February 28, 2023 ($ 404,041 for the six months ended February 28, 2022) and as at February 28, 2023 has incurred cumulative losses of $ 12,846,661 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.

7 unchanged sentences

There is significant uncertainty as to whether we can obtain additional financing.

These unaudited condensed interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed interim financial statements.

These unaudited condensed consolidated interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed consolidated interim financial statements.

Since March 2020, several measures have been implemented in Canada, the United States, and the rest of the world in response to the increased impact from the novel coronavirus ("COVID-19").

1 unchanged sentence

We anticipate this could have an adverse impact on our exploration plans, results of operations, financial position and cash flows.

Our cash is held in a Canadian national banking institution that is insured by the Canada Deposit Insurance Corporation (CDIC).

The CDIC insures up to C$ 100,000 of deposits per insured category based on CDIC regulations.

Our bank is one of the six largest banks in Canada and has been designated by the Government of Canada as a Domestically Systemically Important Bank (D-SIB) by the Superintendent of Financial Institutions in Canada specifying minimum loss absorbing capacity requirements.

The banking failures in the United States have not extended into the Canadian market to date and management continues to monitor the situation.

Our current cash exposure is limited as of February 28, 2023 and subsequent to February 28, 2023 our cash held in the bank is fully insured.

SIGNIFICANT ACCOUNTING POLICIES

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.

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.

GAAP") for interim financial information and the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 10 of SEC Regulation S-X.

2 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.

Basis of Consolidation

The financial statements have been prepared on a consolidated basis with those of the Company's 51% owned subsidiary, CapNTrack Inc.

All intercompany transactions and balances have been eliminated.

Accounting Estimates

50 unchanged sentences

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 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.

During the period ended February 28, 2023 Cypress underwent a name change to Century Lithium Corp ("Century").

The 3,000,000 shares were restricted for trade, 2,000,000 are tradable 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:

The discounting factor was also used in fair valuing the shares as at the period end date of February 28, 2023.

Marketable securities as at February 28, 2023 consist of the Company's investment in 3,000,000 shares of Century of which 332,800 were sold during the period leaving 2,657,200 shares.

An additional 22,000 share sales were pending that were settled after the period end.

As at February 28, 2023, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2021

4 unchanged sentences

Balance, August 31, 2022

Unrealized loss

Unrealized foreign exchange loss

Balance, November 30, 2022

Unrealized gain (loss)

Unrealized foreign exchange gain (loss)

Proceeds from disposal

Realized loss on disposal

Realized Foreign exchange loss on disposal

Balance, February 28, 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.

2 unchanged sentences

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

During the period ended February 28, 2023, the Company paid a 50 % deposit of $ 194,400 for a planned drilling program recorded in Prepaid Expenses (Note 13).

TECHNOLOGY DEVELOPMENT

5 unchanged sentences

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 August 17, 2021 the Company announced the filing of its third provisional patent, known as Enertopia Rainmaker TM .

On January 12, 2023 the Company announced the filing of its fourth provisional patent application, known as Enertopia BMT.

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").

1 unchanged sentence

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 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.

The technology is still in research and development phase and is not commercially feasible as at the period ended February 28, 2023.

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 $ 36,088 for the period ended February 28, 2023.

ENERGY MANAGEMENT SYSTEM ("EMS")

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 EMS.

The Company created a Joint Venture ("JV") with 51 % controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS 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 EMS.

As at the period ended date of February 28, 2023, there have been no operations in the JV and insurance setup costs only.

The EMS is still in the research and development phase and has not obtained commercial or operational feasibility as at the period end date of February 28, 2023.

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

There were insurance setup expenses only related to the EMS incurred during the period ended February 28, 2023.

RELATED PARTIES TRANSACTION

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:

For the six-month period ended February 28, 2023, the Company was party to the following related party transactions:

The Company incurred $ 57,000 (February 28, 2022:

$ 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:

The amounts outstanding in accounts payable to the President of the Company as at February 28, 2023 is $ 33,997 (August 31, 2022 - $ 64,409 ).

The Company incurred $ 10,000 (February 28, 2022:

$ 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 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:

During the six months ended February 28, 2023, the Company issued 50,000 common shares for the exercise of warrants for $ 2,000 in cash.

As at February 28, 2023 the Company had 155,166,088 (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.

As at February 28, 2023 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

7 unchanged sentences

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:

Subsequent to February 28, 2023, at the Annual General Meeting held March 22, 2023, a new 2023 Stock Option Plan was approved.

Under the 2023 Stock Option Plan (the "2023 Plan") the Company may grant options to purchase shares of common stock, $ 0.001 par value per share, of the Company.

The stock subject to options granted under the 2023 Plan shall be shares of authorized but unissued or reacquired common stock.

The maximum number of shares of common stock of the Company which may be issued and sold under the 2023 Plan shall be 31,000,000 , subject to adjustment for stock splits or consolidations with a maximum life of 5 years and vesting at the discretion of the Board of Directors.

Management plans to issue all new option grants under the 2023 Plan and to cancel the 2014 Plan once all currently issued options are either exercised or expire.

During the six months ended February 28, 2023 the Company did not issue any options.

During the six-month period ended February 28, 2023, the Company recorded $ 0 (February 28, 2022 $ 55,877 ) as stock based compensation expenses.

In addition, a total of 800,000 stock options expired without being exercised (February 28, 2022:

A summary of the changes in stock options for the six months ended February 28, 2023 is presented below:

Options Outstanding

Exercise Price $

Weighted Average

Remaining Life

2 unchanged sentences

Balance, August 31, 2022

Balance, November 30, 2022 (Outstanding & Exercisable)

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

Balance, February 28, 2023 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at February 28, 2023:

Exercise Price

1 unchanged sentence

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:

There were no warrants issued during the period ended February 28, 2023.

A summary of warrants as at February 28, 2023 is as follows:

Number of Warrants

Weighted Average

Exercise Price

Weighted Average Exercise Price

Balance, August 31, 2021

Balance, August 31, 2022

Balance, November 30, 2022

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

Balance, February 28, 2022

The Company has the following warrants outstanding as at February 28, 2023:

Exercise Price

Intrinsic Value

Total outstanding and exercisable

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

Subsequent to February 28, 2023, 4,923,369 warrants expired unexercised.

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 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 Company has a rental agreement for a corporate office for CDN $ 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.

The agreement was renewed during the period ended February 28, 2023 with a 1 % increase to CDN $ 1,111 per month plus GST and expires December 31, 2023.

Rent expense for the three and six months ended February 28, 2023, were $ 2,473 and $ 4,922 , respectively.

SEGMENTED INFORMATION

3 unchanged sentences

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.

Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date of February 28, 2023.

Long term Assets

United States of America

Balance November 30, 2022

Balance February 28, 2023

Natural Resources

Consolidated Total

February 28, 2023

Operating expenses

Other expense

Other income (Note 4)

Total Assets (Note 4, 5)

Long term Assets

6 unchanged sentences

Total Assets (Note 4, 5)

PREPAID EXPENSES AND DEPOSITS

The balance of Prepaid Expenses and Deposits consisted of the following:

Prepaid Expenses & Deposits

Clean Technology Expense

Exploration costs

Office Expenses

Total Prepaid Expenses& Deposits

NET INCOME (LOSS) PER COMMON SHARE

Three Months Ended

Six Months Ended

Net income (loss)

Net income (loss) - diluted

Weighted average common shares outstanding

Effect of dilutive shares

Net income (loss) per common share:

SUBSEQUENT EVENTS

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-Q

Item 1. Financial Statements