What changed in this filing

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Item 1. Financial Statements

2023-07-12 compared with 2023-04-10 · 75 added, 95 removed, 265 unchanged (39% of the section changed)

Financial Statements.

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

Our unaudited condensed financial statements for the nine-month period ended May 31, 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 CONSOLIDATED INTERIM BALANCE SHEETS

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED)

(Expressed in U.S.

10 unchanged sentences

Share Capital (Note 8)

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

500,000,000 common voting shares ( 200,000,000 August 31, 2022) with a par value of $ 0.001 per share

Issued and outstanding:

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

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

Additional paid-in capital (Note 9)

Equity attributable to shareholders of the Company

Non-controlling interest

Non-controlling interest (Note 6)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

3 unchanged sentences

(Expressed in U.S.

PAID-IN CAPITAL

ADDITIONAL PAID-IN

STOCKHOLDERS'

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Balance, February 28, 2023

Non controlling interest

Comprehensive loss

Balance, May 31, 2023

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

3 unchanged sentences

THREE MONTHS ENDED

SIX MONTHS ENDED

NINE MONTHS ENDED

Accounting and audit

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Office and miscellaneous

Mineral exploration costs

Research and development

Mineral exploration costs (Note 5)

Research and development (Note 6)

Total expenses

1 unchanged sentence

Other income (expense)

Foreign exchange gain (loss)

Realized gain (loss) on marketable securities

Realized foreign exchange gain (loss) on marketable securities

Foreign exchange loss

Realized loss on marketable securities

Realized foreign exchange loss on marketable securities

Unrealized gain (loss) on marketable securities

Unrealized foreign exchange gain (loss) on marketable securities

Unrealized foreign exchange loss on marketable securities

Gain from mineral property sale

Net income (loss) for the period

Net loss attributable to:

Net income (loss) attributable to:

Common shareholders

1 unchanged sentence

Basic and diluted income (loss) per share

Basic and diluted

Weighted average number of common shares outstanding

- Basic and diluted

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

2 unchanged sentences

(Expressed in U.S.

SIX MONTHS ENDED

NINE 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

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Proceeds from sale of marketable securities

Proceeds from mineral property sale

Proceeds from sale of royalty grant

Staking of mineral property

Net cash used in investing activities

Net cash from investing activities

Cash flows from financing activities

1 unchanged sentence

Net cash from financing activities

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Decrease in cash

Cash at beginning of period

Cash at end of period

Supplemental information of cash flows:

1 unchanged sentence

Cash paid for taxes

Cashless options exercised

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2023

(Expressed in U.S.

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

1 ORGANIZATION

Enertopia Corp.

(the "Company") was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004.

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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.

The Company incurred net cash outflows from operating activities of $ 1,006,384 for the nine months ended May 31, 2023 ($ 551,009 for the nine months ended May 31, 2022) and as at May 31, 2023 has incurred cumulative losses of $ 13,985,764 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.

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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").

While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impact on our business operations cannot be reasonably estimated at this time.

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

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

6 unchanged sentences

Basis of Consolidation

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

The unaudited condensed consolidated interim 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.

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

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

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

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

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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.

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 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.

During January 2023 Cypress underwent a name change to Century Lithium Corp ("Century").

The 3,000,000 shares were restricted for trade and as of May 31, 2023 are all tradable.

Marketable securities as at May 31, 2023 consist of the Company's investment in 3,000,000 shares of Century of which a total of 776,700 were sold during the nine month period ended May 31, 2023 (three months ended May 31, 2023 - 443,900 ) leaving 2,223,300 shares.

An additional 6,500 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:

As at May 31, 2023, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2021

9 unchanged sentences

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.

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).

Balance, May 31, 2023

MINERAL PROPERTY

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

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 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.

During the nine month periods ended May 31, 2023 and 2022, the mineral exploration expense consisted of:

Sample Assays

Travel & Misc

Total Exploration

RESEARCH AND DEVELOPMENT

Clean Technologies

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 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.

The technology is still in the research and development phase and is not commercially feasible as at the period ended May 31, 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.

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

As at the period ended date of May 31, 2023, there have been no operations in the JV and only insurance costs have been incurred.

The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the period end date of May 31, 2023.

The research and development expenses for the nine months ending May 31, 2023 and 2022 consisted of the following:

Clean Technologies

Energy Management Systems

Total Research and Development

RELATED PARTIES TRANSACTION

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:

For the nine-month period ended May 31, 2023, the Company was party to the following related party transactions:

• The Company incurred $ 85,500 (May 31, 2022:

$ 9,500 ) to the President of the Company in consulting fees.

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

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

• The amounts outstanding in accounts payable to the President of the Company as at May 31, 2023 is $ 17,159 (August 31, 2022 - $ 64,409 ).

• The Company incurred $ 15,000 (May 31, 2022:

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

• The Company incurred $ 8,500 to a director of the Company in geological consulting services.

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

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:

At the Annual General Meeting held in March of 2023, the authorized share capital was increased from 200 million shares to 500 million shares.

During the nine months ended May 31, 2023, the Company issued 50,000 common shares for the exercise of warrants for $ 2,000 in cash.

As at May 31, 2023 the Company had 155,166,088 (August 31, 2022:

155,116,088 ) 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.

As at May 31, 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.

Escrow shares are scheduled to be released upon satisfaction of certain milestones relating to the Company's research and development agreements (Note 6).

STOCK OPTIONS AND WARRANTS

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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.

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

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.

2 unchanged sentences

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:

During the nine months ended May 31, 2023 the Company did not issue any options.

During the nine-month period ended May 31, 2023, the Company recorded $ 0 (May 31, 2022 $ 55,877 ) as stock based compensation expenses.

In addition, a total of 1,750,000 stock options expired without being exercised (May 31, 2022:

A summary of the changes in stock options for the nine months ended May 31, 2023 is presented below:

Options Outstanding

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Balance, August 31, 2022

Balance, February 28, 2023 (Outstanding & Exercisable)

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

Balance, May 31, 2023 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at May 31, 2023:

Exercise Price

1 unchanged sentence

Balance outstanding and exercisable

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

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

There were no warrants issued during the period ended May 31, 2023.

A summary of warrants as at May 31, 2023 is as follows:

Number of Warrants

2 unchanged sentences

Balance, August 31, 2022

Balance, February 28, 2022

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

Exercise Price

Intrinsic Value

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

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

Balance, May 31, 2023

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 CDN $ 1,100 per month plus GST.

The agreement expired December 31, 2022.

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.

The Company has a rental agreement for a corporate office for CDN $ 1,111 per month plus GST expiring December 31, 2023.

Rent expense for the three and nine months ended May 31, 2023, were $ 2,586 and $ 7,507 , respectively.

SEGMENTED INFORMATION

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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 period ended date of February 28, 2023.

Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date of May 31, 2023.

Long term Assets

United States of America

Balance February 28, 2023

Balance May 31, 2023

Natural Resources

Consolidated Total

February 28, 2023

Operating expenses

Other income (Note 4)

4 unchanged sentences

August 31, 2022

Operating expenses

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

10 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Net income (loss)

7 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