What changed in this filing

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Item 1. Business

2024-02-01 compared with 2015-05-07 · 99 added, 1136 removed, 12 unchanged (99% of the section changed)

This annual report contains forward-looking statements.

statements relate to future events or our future financial performance.

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 industrys 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 financial statements are stated in United States Dollars

(US$) and are prepared in accordance with United States Generally Accepted

Accounting Principles.

In this annual report, unless otherwise specified, all dollar

amounts are expressed in United States dollars and all references to common

shares refer to the common shares in our capital stock.

As used in this annual report and unless otherwise indicated,

the terms "we", "us", "our, the/our Company, and "Enertopia" mean Enertopia

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 consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report and unless otherwise indicated, the terms "we", "us", "our", "our Company, "the Company", and "Enertopia" mean Enertopia Corp.

General Overview

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 2008, we were primarily engaged in

the acquisition and exploration of natural resource properties.

April 2008, we began our entry into the clean 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 have been

discontinued.

Our activities in the natural resources sector have also been

discontinued.

The Company is pursuit of business opportunities in Medicinal

Marijuana and Oil and Gas.

The address of our principal executive office is Suite 950,

1130 West Pender Street, Vancouver, British Columbia V6E 4A4.

Our telephone

number is (604) 602-1675.

In addition, we have a second office located in

Kelowna, British Columbia.

Our current locations provide adequate office space

for our purposes at this stage of our development.

On September 17, 2013 we entered into an AMI Participation

Agreement with Downhole Energy LLC to participate in 100% gross interest and 75%

net revenue interest for drilling, completion and production of up to 100 oil

wells on certain oil and gas leases covering 2,924 in the historic field located

in Forest and Venango counties, Pennsylvania.

On execution of this agreement we

issued 100,000 of our common shares to Downhole Energy LLC.

The Company decided

not to continue with the agreement and wrote off the asset.

On October 4, 2013 we entered into a consulting agreement with

Olibri Acquisitions and issued 750,000 of our common shares to Olibri.

We entered into a Letter of Intent Agreement (LOI) on

November 1, 2013 with 0786521 BC Ltd.

(also known as World of Marijuana

Productions Ltd.) (the Vendor) to acquire 51% of the issued and outstanding

capital stock of the Vendor.

The Vendor is the owner, operator of a Medical Marihuana operation located at 33420 Cardinal Street, Mission, British Columbia, Canada.

The LOI was not comprehensive and subject to the negotiation of a definitive agreement.

execution of the LOI, we issued 10,000,000 of our common shares to the Vendor.

The LOI was superseded by our joint venture agreement with World of Marijuana Productions Ltd.

dated January 16, 2014, described below.

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

On November 18, 2013, we granted 25,000 stock options to consultant of our with an exercise price of $0.09 vested immediately, expiring November 18, 2018.

On November 18, 2013, we entered into an investor relations contract with Coal Harbour Communications Inc.

The initial term of this agreement shall begin on the date of execution of this Agreement and continue for two months .

Thereafter the

agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice.

In consideration for the services the Company will pay the Provider a one-time payment of two hundred thousand shares (200,000) of

restricted common stock in Enertopia Corporation.

The stock will be issued in the name of Dale Paruk for 100,000 shares and Neil Blake for 100,000 shares.

In consideration of the services provided, the Company shall pay.

We also agree to pay to Coal

Harbour Communications a monthly fee of $5,000 payable on the 1st day of each monthly period starting 60 days from the signing of the agreement and $500 per month to cover expenses incurred on our Company’s behalf.

Any expenses above

$500 per month must be pre-approved.

On November 26, 2013, our Company closed the first tranche of a private placement of 2,720,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$136,000 ($136,000).

Each warrant is exercisable into one further share at a

price of US$0.10 per warrant share for a period of thirty six month following the close.

On November 29, 2013, our wholly-owned subsidiary, Target Energy, Inc was discontinued and dissolved.

On December 23, 2013, we closed the final tranche of a private placement of 2,528,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$126,400 ($126,400).

Each warrant is exercisable into one further share at a price of

$0.10 per warrant share for a period of thirty six months following closing.

We also paid a cash finders’

fee of $10,140 and 202,800 broker warrants to Canaccord Genuity and Wolverton Securities that are exercisable into one common

share at a price of $0.10 that expire on December 23, 2016.

On January 1, 2014, we entered into a Social Media/Web Marketing Agreement with Stuart Gray.

The initial term of this agreement shall begin on the date of execution of this Agreement and continue for three months.

In consideration for the

services we will pay Stuart Gray a monthly fee of $5,000.

As additional compensation we issued 200,000 stock options to Mr.

The exercise price of the stock options is $0.075, with 100,000 stock options vested immediately, 50,000 stock

options vested 30 days after the grant and 50,000 stock options vested 60 days after the grant, expiring January 1, 2019.

On January 13, 2014, we entered into a corporate development agreement with Don Shaxon for an intial term of twelve months.

Thereafter the agreement continued on a month-by-month basis pending cancelation by written notification with 30 days notice.

In consideration for the services we paid to Mr.

Shaxon a signing stock bonus of 250,000 of our common shares, a one-time cash bonus of $40,000, and a monthly fee of $3,500 plus $500 in monthly expenses.

Upon execution of the Agreement

we also granted 250,000 stock options.

Shaxon with an exercise price of $0.16, vesting immediately and expiring January 13, 2019.

On January 16, 2014 we entered into a Joint Venture Agreement with World of Marihuana Productions Ltd.

(“WOM”) to acquire up to a 51% ownership interest in a joint venture between WOM and our company.

WOM was to acquire a medical

marihuana production licence from Health Canada to in order to establish a medical marihuana production facility to be located at 33420 Cardinal Street, Mission, British Columbia..

The Joint Venture Agreement superseded the Letter of Intent between

our company and WOM dated November 1, 2013 (the "LOI").

Our company issued 16,000,000 common shares and paid a total of $375,000 to WOM to acquire a 31% interest in the joint venture.

Subsequent to year end, on October 16, 2014 we entered into a

termination and settlement agreement,

dated effective October 14, 2014, with WOM and Mathew Chadwick (the “Settlement Agreement”), pursuant to which the parties have entered into mutual releases, Mr.

Chadwick has resigned from our board of directors and as an officer of our

company, and WOM has returned for cancellation 15,127,287 of our common shares that had been issued to it.

Given the foregoing, all relationships between the parties, including but not limited to the joint venture, have been terminated.

On January 31, 2014, we accepted and received gross proceeds of CAD$40,500 (US$37,500), for the exercise of 350,000 stock options;

100,000 at $0.075 each, 150,000 stock options at $0.10 each, and 100,000 stock options at $0.15

into 350,000 common shares of our Company.

On January 31, 2014, we closed the first tranche of a private placement of 4,292,000 units at a price of US$0.10 per unit for gross proceeds of US$429,200.

Each Unit consists of one share of our common stock and one half (1/2) of one

non-transferable common share purchase warrant Each whole warrant is exercisable to purchase one common share at a price of US$0.15 per share for a period of twenty four (24) months following closing.

A cash finders’

fee consisting of

$29,616 and 296,160 full broker warrants that expire on January 31, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Leede Financial and Wolverton Securities.

On February 5, 2014, Ryan Foster joined our Company as an advisor.

We granted 50,000 stock options to Mr.

Foster with an exercise price of $0.35 per common share expiring February 5, 2019.

25,000 of the stock options vested immediately and

25,000 vested on July 1, 2014.

On February 13, 2014, we closed the final tranche of a private placement by issuing 12,938,000 units at a price of US$0.10 per unit for gross proceeds of US$1,293,800.

Each unit consists of one common share and one half (1/2) of one

non-transferable share purchase warrant with each whole warrant exercisable into one common share at a price of US$0.15 per share for a period of twenty four (24) months following closing.

One director and one officer of our Company participated

in the final tranche for $30,000.

A cash finders’

fee consisting of $98,784;

8,000 common shares in lieu of $800 and 995,840 full broker warrants that expire on February 13, 2016 with an exercise price of $0.15 was paid to

Canaccord Genuity, Global Market Development LLC and Wolverton Securities.

On February 13, 2014, 50,000 stock options were exercised at a price of $0.06 by a Director and 50,000 stock options were exercised at a price of $0.075 by a Consultant for net proceeds to our Company of CAD$7,050 (US$6,750) into

100,000 common shares of the Company.

On February 13, 2014, 541,500 warrants from previous private placements were exercised into 541,500 common shares of our Company for net proceeds of $101,100.

On February 27, 2014, 585,000 warrants from previous private placements were exercised into 585,000 common shares of our Company for net proceeds of $115,000.

On February 27, 2014, we signed a $50,000 12 month marketing agreement with Agoracom payable in shares of our common stock.

The first quarter payment of $12,500 was paid with the issuance of 54,347 common shares of our Company at a market

price of $0.23 per share.

On February 28, 2014, we entered into a Joint Venture Agreement with The Green Canvas Ltd.

(" GCL ") pursuant to which we may acquire up to a 75% interest in the business of GCL, being the business of legally producing, manufacturing,

propagating, importing/exporting, testing, researching and developing, and selling marijuana for medical purposes.

We paid $100,000 to the GCL upon execution of the agreement.

Subsequently, we issued to GCL an aggregate of 10,000,000 of our

common shares at a price of $0.235 per share;

and paid to GCL the aggregate sum of $500,000, to earn a 49% interest in GCL’s business.

With the exception of $113,400 payable to Wolverton Securities, the full amount of the

$500,000 is to be used by GCL to upgrade the its existing medical marihuana production facility to meet the standards introduced by the Marihuana for Medical Purposes Regulations (“MMPR”) administered by Health Canada.

On March 5, 2014, our Company and our CEO and Director, Robert McAllister, entered into a Joint Venture Agreement with Lexaria Corp.

to jointly source and develop business opportunities in the medical marijuana industry.

Pursuant to the terms of the

agreement, Lexaria Corp.

issued to our Company 1 million restricted common shares and issued 500,000 common shares to Mr.

McAllister for his participation as a key representative for the joint venture.

Additionally Lexaria agreed to issue to Mr.

McAllister options to purchase 500,000 common shares of Lexaria in consideration for Mr.

McAllister’s participation on the Lexaria Advisory Board.

On March 10, 2014, our Company’s Board appointed Mathew Chadwick as Senior Vice President of Marijuana Operations and our company entered into a Management Agreement with Mr.

Chadwick for his services.

The initial term of the agreement began

on the date of execution of this agreement and continued for six months.

Thereafter the agreement continued on a month-by-month basis until it was terminated on October 16, 2014 pursuant to a termination and settlement agreement, dated effective

October 14, 2014, with World of Marijuana Productions Ltd.

We paid in total $125,000 to Mr.

Chadwick pursuant to the Management Agreement.

Chadwick resigned as a director and officer of our Company on October 16, 2014.

On March 11, 2014, Robert Chadwick and Clayton Newbury joined the Company as advisors and were paid a $1,000 honorarium each.

Robert Chadwick was issued a one-time 100,000 common shares of our Company.

On March 11, 2014, we granted 100,000 stock

options to Robert Chadwick with an exercise price of $0.68 per share expiring March 11, 2019.

50,000 of the stock options vested immediately, and 50,000 vested on September 11, 2014.

We also granted 100,000 options to Clayton Newbury on the same

On March 11, 2014, as per the terms of the Joint Venture Agreement dated January 16, 2014 with World of Marihuana Productions Ltd.

WOM ”), our company made a payment of $200,000 and issued 1,000,000 at a price of $0.60

per share to 0984329 B.C.

As a result our company acquired 31% of the Joint Venture business interest.

We subsequently relinquished the 31% interest pursuant to the Termination and Settlement Agreement with WOM and Mathew Chadwick dated October

WOM returned for cancellation 15,127,287 previously issued shares of our common stock in consideration for our 31% interest.

On March 14, 2014, we signed a six month contract for $21,735 with The Money Channel to provide services for national television, internet and radio media campaign.

On March 14, 2014, 815,310 warrants from previous private placements were exercised into 815,310 common shares of our Company for net proceeds of $163,062.

On March 14, 2014, we accepted and received gross proceeds from a director of our Company of CAD$8,250 (US$7,500), for the exercise of 50,000 stock options at an exercise price of $0.15, into 50,000 common shares of our Company.

On March 17, 2014, 1,548,000 warrants from previous private placements were exercised into 1,548,000 common shares of our Company for net proceeds of US$289,475.

On March 25, 2014, we accepted and received gross proceeds of $67,750, for the exercise of 325,000 stock options at $0.06 to $0.25 each, into 325,000 common shares of our Company.

On March 25, 2014, 1,095,000 warrants from previous private placements were exercised into 1,095,000 common shares of our Company for net proceeds of US$114,250.

On March 26, 2014, our Board appointed Dr.

Robert Melamede as an Advisor to the Board of Directors.

We paid to Dr.

Melamede, an honorarium of $2,500 for the first year of participation on our Advisory Board and issued 250,000 shares of our

common stock.

On March 26, 2014 we granted to Dr.

Melamede 500,000 stock options with an exercise price of $0.70 and expiring March 26, 2019., 250,000 of the stock options vested immediately and the remaining 250,000 stock options vested on

September 26, 2014,

On April 1, 2014, we entered into a one year consulting agreement with Kristian Dagsaan to provide controller services for CAD$3,000 (plus goods and services tax) per month.

We also granted 100,000 fully vested stock options

with an exercise price of $0.86, expiring April 1, 2019.

The agreement was cancelled on August 31, 2014.

On April 1, 2014, we entered into a 90 day investor relations contract for CAD $9,000 with Ken Faulkner.

We also granted 100,000 fully

vested stock options to Mr.

Faulkner with an exercise price of $0.86, expiring April 1, 2019.

On April 3, 2014, we entered into another 3 month Social Media/Web Marketing Agreement with Stuart Gray.

In consideration for the services the Company we agreed to pay Mr.

Gray a monthly fee of $5,000.

Upon execution of the Agreement, we issued

100,000 stock options to Mr.

Gray with an exercise price of $0.72, expiring on April 3, 2019.

The agreement was terminated on July 31, 2014.

On April 3, 2014, 1,293,500 warrants from previous private placements were exercised into 1,293,500 common shares of our Company for net proceeds of US$177,950.

On April 3, 2014, we accepted and received gross proceeds from past consultant of our Company of US$1,500 for the exercise of 25,000 stock options at an exercise price of $0.06, into 25,000 common shares of our Company.

On April 8, 2014, we granted 50,000 fully vested stock options to a consultant of our Company, Taven White.

The stock options are exercisable at $0.50 per share and expire on April 8, 2019.

On April 10, 2014, a Letter of Intent ("LOI") was signed by Enertopia Corporation, or its wholly-owned subsidiary ("Enertopia") and Lexaria Corp., or its wholly-owned subsidiary ("Lexaria") (collectively, the "Parties") with regard to the ownership

by Enertopia of a 51% interest in the business, and the ownership by Lexaria of a 49% interest in the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for

medical purposes under the MMPR (the "Business") Acquisition Structure.

Whereby, Lexaria issued 500,000 common shares to Enertopia.

In accordance with the terms of a formal and definitive Agreement to be entered into between Enertopia and Lexaria

(the "Definitive Agreement"), Enertopia shall own 51% ownership interest in the Business (the "Enertopia Ownership") and Lexaria shall own 49% ownership interest in the Business (the “Lexaria Ownership”).

Within 10 days, Enertopia shall

contribute $45,000 and Lexaria shall contribute $55,000 to the Business.

Upon the execution of this LOI, Enertopia and Lexaria shall structure a joint venture for legally producing, manufacturing, propagating, importing/exporting, testing,

researching and developing, and selling marihuana for medical purposes under the MMPR.

At such time the Parties will be deemed to have formed a joint venture for the operation, management and further development of the Business (the "Joint

Lexaria will pay 55% of all costs to earn its 49% net Ownership Interest and Enertopia will pay 45% of all costs to earn its 51% Ownership Interest.

A total of 500,000 Definitive Agreement Shares shall be issued to Enertopia, held in

escrow (the "Escrow Shares") by Lexaria's solicitors until such date as the License (as hereinafter defined) has been obtained by Enertopia (the "Effective Date").

Upon occurrence of the Effective Date, the Escrow Shares will be released from

In the event the Effective Date does not occur within 12 months of the date of the Definitive Agreement (the "Execution Date"), the Definitive Agreement Shares shall be cancelled and returned to treasury.

On April 10, 2014 a letter of intent, was executed on behalf of a corporation to be incorporated by Lexaria Corp.

and Enertopia Corporation(Lessee) and Mr.

Jeff Paikin of Ontario Inc.

(Lessor) sets out the Lessee’s and Lessor’s shared

intent to enter into a lease agreement (the “Lease”) for warehouse space (the “Leased Premises”) in the building located in Ontario (the “Building”).

The Company issued the 38,297 common shares at a deemed price

of $0.47 per the terms of the Letter of Intent to lease space in Ontario.

On August 1, 2014 the Company signed an extension to the Letter of intent executed on April 10, 2014 on behalf of a corporation to be incorporated by Lexaria Corp.

Enertopia Corporation(Lessee) and Mr.

Jeff Paikin of 1475714 Ontario Inc.

(Lessor) sets out the Lessee’s and Lessor’s shared intent to enter into a lease agreement (the “Lease”) for warehouse space (the “Leased

Premises”) in the building located at Burlington, Ontario (the “Building”).

On August 5, 2014, as per the terms of the extension, 118,416 common shares of the Company were issued at a deemed price of $0.19 per share.

On April 14, 2014, the Company appointed Mr.

Jeff Paikin to its Advisory Board for a period of not less than one year, but to be determined by certain performance thresholds described in the letter.

Upon signing of the letter of acceptance the

Company issued 90,000 common shares at a deemed price of $0.34.

Based on the milestones listed in the letter, Mr.

Paikin can be eligible to receive up to a total of 472,500 common shares of the Company.

Consulting agreement amended on June 18,

Paikin can be eligible to receive up to a total of 1,350,000 common shares of the Company.

Based on the milestones listed in the amended contract, the Company issued Mr.

Paikin 135,000 common shares at a deemed price of $0.14 on July

On April 17, 2014, our Company accepted and received gross proceeds from a director of CAD$8,475 (US$7,500), for the exercise of 50,000 stock options at $0.15 into 50,000 common shares of our Company.

On April 17, 2014, 651,045 warrants from previous private placements were exercised into 651,045 common shares of our Company for net proceeds of $110,209.

On April 24, 2014 our Company entered into a one year consulting contract with Clark Kent as Media Coordinator for a monthly fee of CAD$2,250 plus GST.

We issued 90,000 common shares to the consultant at a deemed price of $0.34.

milestones listed in the contract, Mr.

Kent can be eligible to receive up to a total of 472,500 common shares of our Company.

On June 18, 2014, the consulting agreement was amended so that Mr.

Kent can be eligible to receive up to a total of

1,350,000 common shares of our Company.

Based on achievement of the milestones listed in the amended contract, we issued to Mr.

Kent 135,000 common shares at a deemed price of $0.14 on July 14, 2014.

On April 24, 2014 we entered into a one year consulting contract with Don Shaxon as Ontario Operations Manager for a monthly fee of CAD$3,375 plus GST.

Upon signing of the contract we issued to Mr.

Shaxon 90,000 common shares at a deemed price

Based on the milestones listed in the contract, Mr.

Shaxon can be eligible to receive up to a total of 472,500 common shares of our Company.

We amended the consulting agreement on June 18, 2014, following which Mr.

Shaxon became

eligible to receive up to a total of 1,350,000 common shares of our Company.

Based on achievement of the milestones listed in the amended contract, we issued to Mr.

Shaxon 135,000 common shares at a deemed price of $0.14 on July 14, 2014.

On April 24, 2014 we entered into a one year consulting contract with 490072 Ontario Ltd.

operating as HEC Group, for the services of Greg Boone as Human Resources Manager.

Upon signing of the contract we issued 90,000 common shares at a deemed

price of $0.34.

Based on the milestones listed in the contract, Mr.

Boone or his company can be eligible to receive up to a total of 472,500 common shares of our Company.

We amended the agreement on June 18, 2014, further to which Mr.

became eligible to receive up to a total of 1,350,000 common shares of our Company.

Based on achievement of the milestones listed in the amended contract, the Company issued Mr.

Boone 135,000 common shares at a deemed price of $0.14 on July 14,

On April 24, 2014 we entered into a one year consulting contract with Jason Springett as Master Grower for Ontario Operations for a monthly fee of $3,375 plus GST.

Upon signing of the contract we issued 90,000 common shares at a deemed price of

Based on the milestones listed in the contract, Mr.

Springett was eligible to receive up to a total of 472,500 common shares of the Company.

We amended the agreement on June 18, 2014 further to which Mr.

Springett became eligible to

receive up to a total of 1,350,000 common shares of our Company.

Based on achievement of the milestones listed in the amended contract, we issued Mr.

Springett 135,000 common shares at a deemed price of $0.14 on July 14, 2014.

On April 24, 2014 we entered into a one year consulting contract with 2342878 Ontario Inc.

for the services of Chris Hornung as Assistant Operations Manager.

Upon signing of the contract we issued 90,000 common shares to the consultant at a deemed

price of $0.34.

Subject to achievement of the milestones listed in the contract, Mr.

Hornung or his company were eligible to receive up to a total of 472,500 common shares of our Company.

Hornung resigned on July 14, 2014 prior to the

accrual of additional compensation.

The 90,000 common shares of the Company that were issued have been returned back to treasury on September 24, 2014.

On April 30, 2014, 200,000 warrants from previous private placements were exercised into 200,000 common shares of our Company for net proceeds of $40,000.

On May 3, 2014 we entered into a one year consulting contract with Bmullan and Associates wholly owned company by Brian Mullan as Security Consultant.

Upon signing of the contract we issued to the consultant 45,000 common shares at a deemed price of

Subject to achievement of the milestones listed in the contract, Mr.

Mullan or his company are be eligible to receive up to a total of 225,000 common shares of our Company.

Subsequently, we issued an additional 45,000 common shares to the

consultant at a deemed price of $0.14 on July 14, 2014.

On May 28, 2014, our company and Lexaria entered into a definitive agreement to develop a joint business for the production, manufacture, propagation, import/export, testing, research and development of marijuana in the Province of Ontario under the

MMPR, Pursuant to the Agreement, ownership, revenues, and liability related to the Joint Venture is 51% to Enertopia and 49% to Lexaria.

Expenses incurred by the joint venture shall be allocated 45% to Enertopia and 55% to Lexaria.

Enertopia shall

be responsible for management of the joint venture for as long as it maintains majority ownership.

To date, Lexaria and Enertopia have contributed $55,000 and $45,000 to the joint venture, respectively.

The joint venture has identified a production location in Burlington, Ontario and received

municipal approval for the site in July, 2014.

We intend to engage an architect to design the production facility upon acceptance of our application.

Construction is anticipated to cost approximately $3,000,000;

Enertopia will be responsible for

$1,350,000 of this cost.

The joint venture is unable to estimate at this time when a production license might be granted by Health Canada, however it is seeking assurances from Health Canada prior to commencement of construction.

On May 29, 2014, we accepted and received gross proceeds of $20,000 for the exercise of 200,000 warrants at $0.10 each into 200,000 common shares of our Company.

On June 2, 2014, we signed a 30 day contract for $10,000 with TDM Financial to provide services for original video production, original coverage, network placement of video and article, article and video syndication, email distribution, and

2014, Pursuant to our 12 month marketing agreement with Agoracom dated February 27, 2014, we made a second quarter payment to Agoracom of $12,500 plus GST paid by the issuance of 72,917 common shares of the Company at a market price

of $0.18 per share.

On July 1, 2014, we entered into a one year services agreement with TDM Financial for $120,000 payable in common shares of our Company.

TDM Financial will provide marketing solutions and strategies to our Company.

Upon the signing of the

contract with TDM Financial, we issued 750,000 common stock of our Company at a deemed price of $0.16.

On July 23, 2014, 252,000 warrants from previous private placements were exercised into 252,000 common shares of our Company for net proceeds of $25,200.

On August 1, 2014 we entered into a three month Investor Relations and Marketing Agreement with Neil Blake with a monthly fee of CAD$2,500.

Subsequent to year end, on September 16, 2014, the Green Canvas Joint Venture has made an application to Health Canada and is in its preliminary application screening process.

Subsequent to year end, on September 17, 2014, the Company had announced that the Burlington, Ontario Joint Venture with Lexaria Corp.

has its application is in Health Canada’s preliminary application screening process.

Subsequent to year end,

on September 18, 2014, we entered into a contract with our joint venture partner Lexaria Corp., and Maureen McGrath pursuant to which Ms.

McGrath will lead the National Medical Marihuana Awareness and Outreach Strategy, a public awareness program

jointly administered by Lexaria and our company.

Subsequent to year end, on September 18, 2014 we announced that we had provided notice to our joint venture partner World of Marihuana Productions Inc.

(“WOM”) alleging default by WOM under the terms of our joint venture agreement for

among other things, WOM’s failure to provide financial information in regards to the funding, expenses and operation of the Joint Venture..

Subsequent to year end, on October 16, 2014 we entered into a termination and settlement agreement, dated effective October 14, 2014, with WOM and Mathew Chadwick pursuant to which the parties have entered into mutual releases, Mr.

resigned from our board of directors and as an officer of our company, and WOM has returned for cancellation 15,127,287 of our common shares issued to it pursuant to our joint venture agreement.

Given the foregoing, all relationships and agreement

between our Company, WOM, and Mr.

Chadwick have been terminated.

Subsequent to year end, on November 3, 2014, the Company granted 2,100,000 stock options to directors, officers and consultants of the Company, vesting immediately with an exercise price of $0.10, expiring November 3, 2019.

Subsequent to year end, on November 18, 2014, the Company granted 100,000 stock options to a consultant of the Company, vesting immediately with an exercise price of $0,10, expiring November 18, 2019.

Overview of Business over the Last Five Years

We were initially engaged in the acquisition and exploration of natural resource properties.

We commenced operations in November 2004 and discontinued such operations in April 2010.

As a result, the foregoing discussion describes the Company’s

operations while it was involved in the acquisition and exploration of natural resource properties.

On April 6, 2005 we entered into an Exploration Agreement with Options for Joint Venture with Miranda U.S.A., Inc.

We had the option of acquiring an undivided 60% interest in Miranda’s lease in sixty-four mineral claims situated in Eureka

County, Nevada.

During the fiscal year ended August 31, 2007, we abandoned our option to acquire the 60% interest in the Eureka County mineral lease claims.

Management realized that the mineral exploration business did not present the best opportunity for our company to realize value for our shareholders at that time, and therefore investigated opportunities in the business of being a natural gas and

oil exploration company.

Accordingly, we abandoned our previous business plan and focused on the exploration and development of natural gas and oil properties.

On April 16, 2007, we acquired a 25% (net 15%) before payout (12.5% (net 7.5%)) after payout interest in Queensdale, Saskatchewan Project (known as the Queensdale Property) from 0743608 B.C.

Ltd., a company controlled by a Director/CEO of our

company, for a total cost of CAD$250,000 and 250,000 shares (post consolidation) of our common stock.

On November 30, 2007, we completed the acquisition of all the issued and outstanding common stock of Target Energy pursuant to a share exchange agreement dated October 15, 2007 among our company, as purchaser, and all of the shareholders of Target

Energy, as vendors.

In exchange for all of the issued and outstanding shares of Target Energy, we issued to the shareholders of Target Energy an aggregate of 6,905,000 shares (post consolidation) of our common stock.

Through our acquisition of

Target Energy we acquired an 8% gross interest before payout in the Queensdale, Queensdale West HZ 4A9-25/3A15-25-6-2 W2 well (known as the Queensdale West property).

We also acquired a 3.75% net interest in two wells located in Wordsworth,

Saskatchewan (known as the Wordsworth property), which had one well at the time of acquisition and eventually would see a second well drilled..

On April 21, 2008, we acquired a passive minority interest in Pro Eco Energy USA Ltd., a private corporation focused on the installation and integration of alternative energy –

mainly solar thermal –

systems in Western Canada.

On May 14, 2008, we acquired one land parcel of 160 acres in the Glen Park area of central Alberta, Canada.

We subsequently entered into a 50/50 Joint Venture with Vanguard Exploration to explore and develop the joint lands on Alberta Petroleum and

Natural Gas Lease No.

The joint venture owns the Petroleum and Natural Gas rights below the base of the Mannville GRP to basement.

On June 11, 2008, we acquired two land parcels of 160 acres each in the Glen Park area of central Alberta, Canada.

These 320 acres were believed to be prospective for reef development and the potential accumulation of oil deposits.

Petroleum and Natural Gas rights below the base of the Mannville GRP to basement as to 100%.

In November 2008, the Wordsworth property that had the second well was drilled and completed as a successful oil well in December 2008.

On December 8, 2008 Enertopia and its partner were successful in acquiring 800 acres of land in the Coteau Lake project area and our company owned a 50% gross and net interest in a total of 2,080 acres of land in this area.

On July 31, 2009, we sold all of our interests in the Queensdale, West Queensdale, and the Wordsworth properties for an aggregate amount of CAD$453,116.

Effective September 1, 2009, we entered into an assignment agreement with Cheetah Oil & Gas Ltd.

The assignment agreement dated August 28, 2009, provides for the purchase by our company of a revenue interest of 40.432% of an 8% share of Cheetah’s net revenue after field operating expenses from the Belmont Lake PP F-12-4 horizontal well, located in Belmont Lake Field, Wilkinson County, Mississippi.

As consideration, we agreed to pay to Cheetah 57.76%

of Cheetah’s costs currently budgeted at $77,905.36, subject to revision and 57.76% of Cheetah’s 8% share of PP F-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc.

On May 31, 2010, this

assigned interest was converted into common shares and warrants of Cheetah Oil & Gas Ltd, leaving our company with no direct interest in this well.

As a result, we have 375,000 restricted common shares in the capital of Cheetah and 375,000 share

purchase warrants which entitled our company to acquire 375,000 restricted common shares in the capital of Cheetah at a purchase price of US$0.20 per share for a period of two years.

Effective September 1, 2009, we entered into an assignment agreement with Lexaria Corp.

The assignment agreement dated August 28, 2009, provides for the purchase by our company of a revenue interest of 13.475% of a 32% share of Lexaria’s net

revenue after field operating expenses from the Belmont Lake PP F-12-4 horizontal well, located in Belmont Lake Field, Wilkinson County, Mississippi.

As consideration, we agreed to pay to Lexaria 19.25% of Lexaria’s costs currently budgeted

at $311,621.44, subject to revision and 19.25% of Lexaria’s 32% share of PP F-12-4 well costs from time to time for infrastructure, pipes, tanks, compressors, trucking, etc.

On May 31, 2010, this assigned interest was converted into common

shares and warrants of Lexaria Corp, leaving our company with no direct interest in this well.

As a result, we have 499,893 restricted common shares in the capital of Lexaria and 499,983 share purchase warrants which entitle our company to acquire

499,983 restricted common shares in the capital of Lexaria at a purchase price of US$0.20 per share for a period of two years.

Effective September 25, 2009, we effected a one (1) for two (2) share consolidation of our authorized and issued and outstanding common stock.

As a result, our authorized capital decreased from 75,000,000 shares of common stock with a par value of

$0.001 to 37,500,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 29,305,480 shares of common stock to 14,652,740 shares of common stock.

The consolidation became effective with the

Over-the-Counter Bulletin Board at the opening for trading on September 25, 2009 under the new stock symbol “

GLCP ”.

Our CUSIP number was changed to 38079Q207 .

On October 9, 2009, we appointed Bal Bhullar as our chief financial officer.

Concurrent with the appointment of Ms.

Bhullar, we entered into an initial six-month management agreement, thereafter month to month, with BKB Management Ltd., a consulting

company controlled by Bal Bhullar.

On October 9, 2009, we entered into a month to month management agreement with Mark Snyder, whereby Mark Snyder agreed to act as the Chief Technical Officer of the Company.

On January 31, 2010, we entered into an Independent Sales and Marketing Representative Agreement with Global Solar Water Power Systems Inc., a private company beneficially owned by Mark Snyder, the Company’s Chief Technical Officer.

On February 8, 2010, we changed our name from Golden Aria Corp.

to Enertopia Corp.

Our CUSIP number is 29277Q1047.

On February 22, 2010, we increased our authorized share capital to 200,000,000 common shares.

On February 28, 2010, we entered into an Asset and Share Purchase Agreement with Mr.

Mark Snyder to acquire up to 20% ownership interest of Global Solar Water Power Systems Inc.

Effective March 26, 2010, our stock quotation under the symbol “GLCP”

was deleted from the OTC Bulletin Board.

The symbol was deleted for factors beyond our company’s control due to various market makers electing to shift their

orders from the OTCBB to the Pink OTC Markets Inc.

As a result of these market makers not providing a quote on the OTCBB for four consecutive days our company was deemed to be deficient in maintaining a listing standard at the OTCBB pursuant to Rule

That determination was made entirely without our company’s knowledge.

On April 7, 2010, FINRA confirmed the name change from Golden Aria Corp.

to Enertopia Corp., and approved our new symbol "ENRT".

On May 31, 2010, we closed a private placement financing of 557,500 units at a price of $0.15 per unit for gross proceeds of $83,625.

Each unit consisted of one share of common stock in the capital of our company and one non-transferable

share purchase warrant, each full warrant entitling the holder to purchase one additional share of common stock in the capital of our company until May 31, 2012, at a purchase price of $0.30 per share.

On August 12, 2010, we received approval for listing on the Canadian National Stock Exchange.

Trading date commenced on August 13, 2010 under the symbol " TOP" .

During the year ended August 31, 2010, our oil and gas properties became available for sale as the result of our company shifting its focus from non-renewable energy operations to a renewable energy operation.

Pursuant to Accounting Standards

Codification 360 “Accounting for the Impairment or Disposal of long-Lived Assets”, we reclassified the remaining oil and gas properties to be sold as assets held for sale and recorded at their recoverable amount on August 31, 2010.

the year ended August 31, 2011, we received a cash payment of $100,000 from the sale.

On January 31, 2011, the Company entered into a letter of intent and paid US$7,500 deposit to Wildhorse Copper Inc.

and its wholly owned subsidiary Wildhorse Copper (AZ) Inc.

(collectively, the “Optionors”).

On April 11, 2011, the

Company signed a Mineral Purchase Option Agreement (“Option Agreement”) with the Optionors respecting an option to earn a 100% interest, subject to a 1% NSR capped to a maximum of $2,000,000 in a property known as the Copper Hills

The Copper Hills property is comprised of 56 located mining claims covering a total of 1,150 acres located in New Mexico, USA.

The Optionors hold the Copper Hills property directly and indirectly through property purchase agreements

between the Optionors and third parties (collectively, the “Indirect Agreements”).

Pursuant to the Option Agreement the Optionors have assigned the Indirect Agreements to the Company.

In order to earn the interest in the Copper Hills

property, the Company is required to make aggregate cash payments of $591,650 over an eight year period and issue an aggregate of 1,000,000 shares of its common stock over a three year period.

As at August 31, 2012, the Company issued 500,000

shares at price of $0.15 per share and 150,000 shares at price of $0.10 per share to the Optionors and made aggregate cash payment of $106,863 (August 31, 2011-$72,045);

the Company has expensed the exploration costs of $143,680

(August 31, 2011-$14,094).

On March 3, 2011, we closed a private placement of 8,729,000 units at a price of CAD$0.10 per unit for gross proceeds of CAD$872,900, US$893,993.

Each unit consisted of one common share in the capital of our company and one

non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share in the capital of our company until March 3, 2013, subject to accelerated expiry as set out in the warrant certificate, at a

purchase price of CAD$0.20.

As per the terms of the Subscription Agreement, our company granted to the Subscribers a participation right to participate in future offerings of our securities as to their pro rata shares for a period of 12 months

from the closing of the Private.

We paid broker commissions of $48,930 in cash and issued 489,300 brokers warrants.

Each full warrant entitled the holder to purchase one additional common share in the capital of our company until March 3, 2013,

subject to accelerated expiry as set out in the warrant certificate, at a purchase price of CAD$0.20.

On March 16, 2011, we entered into a debt settlement agreement with an officer of our company, whereby we issued 78,125 shares of common stock in connection with the settlement of $12,500 debt at a deemed price of $0.16 per share pursuant to

a consulting agreement.

We recorded $12,422 in additional paid in capital for the gain on the settlement of the debt.

On April 27, 2011, we entered into a debt settlement agreement with the President of our Company regarding a related party in the amount of $46,000, whereby $25,000 was settled by issuing common shares of 100,000, and $21,000 was

forgiven for Nil consideration.

In connection with the debt settlement, we recorded $100 in share capital and $45,900 in additional paid in capital for the gain on the settlement of the debt.

On May 31, 2011, the Company settled the amount due to related parties into two promissory notes of $80,320 (CAD$84,655) and $90,000.

Both promissory notes were unsecured, non-interest bearing and due on May 31, 2012 at an imputed interest rate of 12% per annum upon the

On April 27, 2011, we entered into a debt settlement agreement with

one of the holders, a company controlled by the Chairman/CEO of the Company,

whereby the Company issued 360,000 common shares to the holder, and the holder

agreed to accept the shares as full and final payment of the promissory note of

On the same day, we entered into a debt settlement agreement with a

company controlled by the Chairman/CEO of our Company, whereby the holder agreed

to forgive the repayment of debt for Nil consideration.

In connection with the

settlements and forgiveness of the above promissory notes, the Company recorded

$79,997and $77,415 in additional paid in capital for the gain on settlement of

debt, respectively.

On June 22, 2011, Change Lee LLP (Chang Lee) resigned as our

independent registered public accounting firm because Chang Lee was merged with

another company:

MNP LLP (MNP).

Most of the professional staff of Chang Lee

continued with MNP either as employees or partners of MNP and will continue

their practice with MNP.

On June 22, 2011, we engaged MNP as our independent

registered public accounting firm.

On July 19, 2011, the Company entered into a letter of intent

and paid US$15,000 deposit to Altar Resources.

Subsequent to August 31, 2011, on

October 11, 2011, the Company signed a Mineral Purchase Option Agreement with

Altar Resources with respect to an option to earn 100% interest, subject to a

2.5% NSR in a property known as Mildred Peak.

The mining claims are in Arizona

covering approximately 6,220 acres from Altar Resources which holds the mining

claims directly and indirectly through federal mining claims and state mineral

exploration leases;

or, represented that it would hold such claims in good

standing at the time of closing a definitive agreement.

The Company is required

to make aggregate cash payments of $881,000 over a five year period and issue an

aggregate of 1,000,000 shares of its common stock over a four year period.

August 31, 2012, Enertopia made aggregate cash payments of $84,980 and issued

100,000 shares at price of $0.10 per share to Altar Resources;

the Company has

expensed the exploration costs of $31,423.

On January 6, 2012, the Company entered into a share purchase

agreement (the Agreement) with a third party (Purchaser).

The Company has

agreed to sell to Purchaser, and Purchaser has agreed to purchase from the

Company, 250,000 units of Lexaria Corp.

at a purchase price of US$0.15 per unit,

for a total of US$37,500, by the effective closing date of January 6, 2012.

addition, pursuant to the terms of the Agreement, Purchaser will have an option,

at his sole discretion, to pay US$0.25 per unit or approximately US$62,500 to

purchase the remaining 249,893 units on or before March 2, 2012.

The Purchaser

did not exercise the option to purchase the remaining 249,893 units.

On February 9, 2012, the Company signed a Loan Agreement with

Robert McAllister, director of the Company to borrow $50,000 (CAD$50,000).

loan is unsecured, was due on May 9, 2012 at an interest rate of 10% per annum

and is now on a month to month term.

On March 19, 2012, the Companys Board has appointed Dr.

Thomas as Director and Mr.

Tony Gilman and Dr.

Stefan Kruse as Advisors of the

The Company has granted additional 450,000 stock options to Directors

and Advisors of the Company.

The exercise price of the stock options is $0.15,

of which are 225,000 options vested immediately and 225,000 options vested on

August 15, 2012.

The options expire March 19, 2017.

On March 27, 2012, the

Company granted 250,000 stock options to an Investor Relations company with an

exercise price of $0.15, of which 125,000 vested immediately and 125,000 vested

on June 27, 2012, all of which expire on March 27, 2017.

On April 10, 2012, the Company granted 25,000 stock options to

a consultant of the Company with an exercise price of $0.15, which vested

immediately and expire on April 10, 2017.

On April 10, 2012, Enertopia Corporation (Enertopia or the

Company) held its Annual and Special Meeting of Shareholders for the following

To elect Robert McAllister, Donald Findlay, Greg Dawson

and Chris Bunka as directors of the Company for the ensuing

To ratify MNP LLP, independent public accounting firm for

the fiscal year ending August 31, 2012, and to permit directors to set the

remuneration.

To transact such other business as may properly come

before the Meeting.

All proposals were approved by the shareholders.

The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2012.

On April 10, 2012, the Company issued 93,750 common shares in connection with the settlement of debt of $9,375 at a price of $0.10 per common share pursuant to a consulting agreement (See Note 11(h)).

On April 13, 2012, the Company closed an offering memorandum placement of 2,080,000 units at a price of CAD$0.10 per unit for gross proceeds of CAD$208,000, US$208,000.

Each Unit consisted of one common share of the Issuer and one common

share purchase warrant.

One warrant will be exercisable into one further common share at a price of US$0.15 per warrant share for a period of twelve months following closing;

or at a price of US$0.20 per warrant for the period that is twelve

months plus one day to twenty-four months following closing.

The Company paid broker commissions of $14,420 in cash and issued 144,200 brokers warrants in connection with the private placement.

On July 27, 2012, the Company closed the first tranche of an offering memorandum placement of 600,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$30,000 or US$30,000.

Each Warrant will be exercisable into one further

share at a price of US$0.10 per warrant share for a period of twelve months following closing;

or at a price of US$0.20 per warrant share for a period that is twelve months and one day to thirty-six months following closing.

Company’s President and CEO participated in the private placement for $10,000.00 and $5,000.00 dollars respectively.

The Company issued 60,000 brokers warrants in connection with the private placement.

On July 30, 2012, the Company entered into a share purchase agreement (the “Agreement”) with the President of the Company, Robert McAllister.

The Company agreed to sell Mr.

Robert McAllister, and Robert McAllister has agreed to purchase

from the Company, 249,893 shares of Lexaria Corp.

at a purchase price of US$0.075 per share, for a total of US$18,741.

As at August 31, 2012, the difference of the purchase price of $0.075 per share and the stock market price of

$0.11 per share, in the amount of $8,746, has been recorded as stock based compensation.

On August 24, 2012, the Company closed the second tranche of an offering memorandum placement of 160,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$8,000 or US$8,000.

Each warrant will be exercisable into one

further share at a price of US$0.10 per warrant share for a period of twelve months following closing;

or at a price of US$0.20 per warrant share for a period that is twelve months and one day to thirty-six months following closing.

Company’s President participated in the private placement for $4,000.00 dollars.

The Company will issue 16,000 brokers warrants in connection with the private placement for broker commissions.

On September 28, 2012, the Company closed an

offering memorandum placement of 995,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$49,750 or US$49,750.

Each Unit consisted of one common share of the Issuer and one common share purchase warrant.

One warrant will

be exercisable into one further common share at a price of US$0.15 per warrant share for a period of twelve months following closing;

or at a price of US$0.20 per warrant for the period that is twelve months plus one day to twenty-four

months following closing.

The Company issued 79,500 shares, 79,500 warrants and 79,500 broker warrants in connection with the private placement.

On October 24, 2012, the Company issued 100,000 common shares in connection with Altar Resources, Mildred Peak property for an amount of $6,000 at a price of $0.06.

On November 15, 2012, the Company closed an offering memorandum placement of 1,013,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$50,650 or US$50,650.

Each Unit consisted of one common share of the Issuer and one

common share purchase warrant.

One warrant will be exercisable into one further common share at a price of US$0.10 per warrant share for a period of twelve months following closing;

or at a price of US$0.20 per warrant for the period that is

twelve months plus one day to twenty-four months following closing.

The Company issued 38,000 common shares, 101,300 units, and 101,300 broker warrants in connection with the private placement.

On March 1, 2013, the Company settled the debt incurred of $16,000 from September 1, 2011 to February 28, 2013 for consulting fees with Mr.

Mark Snyder by issuing 160,000 restricted common shares of the Company at a price of $0.10 per share.

On May 30, 2013, the Company terminated its Option Agreement with Altar Resources with respect to the Mildred Peak property.

On June 26, 2013, the Company terminated its Option Agreement with Wildhorse Copper Inc.

with respect to the Copper Hills property.

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

Enertopia is focused on building shareholder value through a combination of our Nevada Lithium claims and intellectual property & patents in the green technology space.

The Company controls 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,760 acres of land administrated by the BLM on February 25, 2022.

T he Company has been focused on using modern technology on extracting lithium and verifying or sourcing other intellectual property in the EV & green technology sectors in developing environmental solutions.

In May and August 2023, it announced three non-provisional patents applicable to the above sectors.

The address of our principal executive office is #18 1873 Spall Rd., 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.

Summary of Recent Business

On September 1, 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 the president 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.

On May 23, 2022 the Company announced the filing of Non provisional patent #1, known as the

Enertopia Solar Booster TM

On May 23, 2022 the Company announced the filing of Non provisional patent #2, known as Enertopia Heat Extractor TM

On August 15, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia Rain Maker TM

On August 18, 2022 the Company issued 1,000,000 stock options to two Directors of the Company with an exercise price of $0.06 vested immediately, expiring August 18, 2027.

On August 18, 2022 the Company issued 1,000,000 stock options to Chief Financial Officer of the Company with an exercise price of $0.06 vested immediately, expiring August 18, 2027.

On January 9, 2023, the Company's shares began trading on the Canadian Securities Exchange ("CSE") under the trading symbol ENRT.

On March 22, 2023, the Company held its 2023 annual meeting of stockholders At the Annual Meeting, the Company's stockholders voted on (1) the election of the following individuals to the board of directors:

Robert McAllister, Kevin Brown, John Nelson;

(2) the ratification of the appointment of Davidson & Company LLP ("Davidson & Company") as the Company's independent registered public accounting firm for the year ending August 31, 2023;

(3) approval of the increase in the Company's authorized share capital to 500,000,000 shares of common stock;

(4) advisory vote on executive compensation;

and (5) approval of the Company's 2023 stock option plan.

All proposals were approved.

Chronological Overview of our Business over the Last Five Years

On October 28, 2019, the Company signed an LOI with Eagle Plains Resources Ltd.

("Eagle Plains").

To earn up to 75% interest in the Pine Channel gold project in Saskatchewan, Canada (the "Pine Channel SK Property").

The terms of the LOI included periodic payments cash payments, exploration expenditures, as well as issuance of common shares of the Company.

Upon signing the LOI, the Company issued 1,000,000 of its common shares to Eagle Plains, valued at $11,489.

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

On December 31 st 2019 the Company dropped its Canadian Securities Listing (CSE).

On December 31 st 2019 the Company accepted the resignation of directors Kristian Ross and Kevin Brown.

On February 11 th 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 February 25 th 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 April 2, 2020 the Company announced its maiden 43-101 Lithium resource report.

The project this report referenced was sold on May 5, 2022 for $1,050,000 in cash and 3,000,000 shares of Cypress Development Corp (renamed to Century Lithium).

On October 30 th , 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 25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,760 acres of land administrated by the BLM.

During May of 2022, the Company began filing two provisional patents in the Clean Technology segment of our business with 2 more filings occurring during May and August of 2022 for a total of four filings.

Our Current Business

We are a development stage company seeking to enter the field of medical marihuana production.

Specifically, we are seeking to produce, cultivate and distribute medical marihuana in Canada under the new Federal Government of Canada’s MMPR

Prior to our adoption of the medical marihuana business plan, we were engaged in the field of oil & gas exploration and retain nominal oil & gas activities described below.

Equity Investment in Pro Eco Energy, Inc.

On April 21, 2008, we announced that we had made an 8.25% equity investment into Pro Eco Energy USA Ltd., a clean tech energy company involved in designing, developing and installing solar energy solutions for commercial and residential customers.

We also welcomed the President of Pro Eco Energy, Mr.

Roger Huber, as the first member of our Clean Tech Advisory board.

Huber has a long career in optimizing energy solutions and his knowledge and wide industry contacts are expected to help us

develop our alternative energy solutions.

Pro Eco Energy USA Ltd.

owns 100% of the shares of a wholly-owned subsidiary company in Canada called Pro Eco Energy Ltd.

(together, “Pro Eco”).

The Chairman of our company is a director and

shareholder of Pro Eco Energy USA Ltd.

During fiscal year 2014, the Company sold its 8.25% ownership in Pro Eco Energy for $40,000 to Western Standard Energy Corp.

Equity Investment in Global Solar Water Power Systems Inc.

Effective February 28, 2010, we entered into an asset and share purchase agreement with Mr.

Mark Snyder to acquire up to 20% ownership of Global Solar Water Power Systems Inc., a private company beneficially owned by Mark Snyder, our company’s

Chief Technical Officer.

Global Solar owns certain technology invented and developed by Mark Snyder for the design and manufacture of certain water filtration equipment.

Pursuant to the terms of the agreement Global Solar is required to pay our

proportionate interest in any after tax profits on a quarterly basis.

Our management obtained an independent valuation dated February 5, 2010 in support of the value ascribed to the proposed equity interest in Global Solar.

As at August 31, 2012, we

have paid $103,500 and accrued $42,000 in US dollars and issued 500,000 restricted shares of our common stock, following which we have acquired 9.82% equity interest in Global Solar.

Also on January 31, 2010, we entered into an Independent Sales and Marketing Representative Agreement with Global Solar.

Pursuant to the terms of the agreement, Global Solar agreed to appoint our company as its independent sales representative to

solicit orders for those solar and/or wind turbine powered water filtration products marketed from time to time by Global Solar and/or our company on an exclusive basis in Africa and non-exclusive basis throughout the rest of the world, with the

exception of Iraq.

In consideration for services to be rendered by our company under the agreement, we will receive a minimum of 5% of the net invoice price from any product orders and not more than 12% of the net invoice price.

Our company and

Global Solar have the right to jointly determine specific sales cases individually to generate unique commissions by their joint agreement on a case by case basis.

The agreement expires on January 31, 2015.

In November 2012, the Company had a valuation report completed on GSWPS by RwE Growth Partners Inc.

As a result, the Company’s long-term investment in GSWPS has been written down to $68,500.

On March 1, 2013, the Company settled the

accrued contribution of $42,000 by reducing the Company’s interest in GSWPS to 8.14% from its current 9.82% interest and transferring this 1.68% interest back to GSWPS.

During the year ended August 31, 2013, based on the management’s

assessment of GSWPS’s current operations, the Company decided to write down long-term investment in GSWPS to $1.

Oil & Gas LOI with Downhole Energy LLC

On September 17, 2013 we announced that we had entered into an AMI participation Agreement with Downhole Energy LLC, to drill up to 100 shallow oil wells over a four year period.

Our company issued 100,000 shares on signing this agreement.

company has the opportunity to pay 100% of the gross expenses per well to earn 75% net profits per well drilled and completed.

Our company has been unable to fund the drilling of any oil wells to date.

During the year ended August 31, 2014, our

company decided not to continue with agreement and wrote off the assets to $1.

Our Planned Medical Marihuana Production Operations

On June 7, 2013 the Government of Canada implemented new legislation, the Marihuana for Medical Purposes Regulations (MMPR), concerning the production and sale of medical marijuana.

The MMPR permit the licensing of commercial growers beginning April

1, 2014, while eliminating existing regulations permitting the production of medical marihuana on a personal-use basis.

The revised regulations create conditions for a commercial industry in Canada that is responsible for medical marijuana

production and distribution, by eliminating small-scale, personal-use production.

Commercial growers are now able to submit applications to Health Canada for the production of medical marijuana and, if licensed, supply patients who qualify for the

product at a price that would be established by market forces and at the discretion of producers.

In light of the MMPR, our company, together with our joint venture partners, is seeking to finance and build two licensed medical marihuana production facilities in Canada, and to grow, cultivate and distribute medical marihuana in Canada under the

In that regard we are engaged in two separate joint ventures, each with a different partner, Lexaria Corp.

and The Green Canvas Ltd.

Each of our joint ventures is seeking to obtain a production license under the MMPR, to build a production

facility, and to cultivate and distribute medical marihuana.

Regulation of Medical Marihuana Production Applicable to our Planned Production Facilities

On July 30, 2001, the Government of Canada implemented the Marihuana Medical Access Regulations (MMAR) pursuant to subsection 55(1) of the Controlled Drugs and Substances Act, which defines the circumstances and the manner in which marijuana

can be used in Canada for medical purposes.

The MMAR and regulations thereunder granted access to marijuana for Canadians suffering from symptoms (pain, muscle spasms, nausea, and weight loss) related to multiple sclerosis, cancer, HIV, spinal cord

injury, epilepsy, arthritis or other debilitating symptoms as determined by a medical doctor.

The MMAR was administered by Health Canada, the federal agency responsible for national public health.

Under the MMAR, licensed patients were permitted to

grow their own marijuana or to designate someone grow it for them.

Growers under the MMAR were not regulated by Health Canada beyond the allocation of a personal-use production license.

On June 7, 2013 the Canadian regulations concerning the production and sale of medical marijuana were amended with the introduction of the MMPR which permit the licensing of commercial growers beginning April 1, 2014, while eliminating provisions

for its production on a personal-use basis.

Applications for personal-use production ceased to be processed by Health Canada as of October 1, 2013 and, individuals authorized to possess medical marihuana under the MMAR were directed to transition to

the new licensed producer regime.

This transition by existing MMAR licensees is subject to several legal appeals, discussed below.

The revised regulations create conditions for a commercial industry that is responsible for medical marijuana production and distribution, by eliminating small-scale, personal-use production.

Commercial growers are now able to submit applications to

Health Canada for the production of medical marijuana and, if licensed, supply patients who qualify for the product at a price that would be established by market forces and at the discretion of producers.

Currently, the MMPR only permits the sale of dried marihuana;

the production of concentrated or edible forms (oils, resins, teas or infusions) is not permitted.

On March 21, 2014, the Court of Appeal of the Province of British Columbia ruled in the

Owen Edward Smith that the MMPR`s restriction on the production of edible marihuana products for medicinal purposes is unconstitutional.

The court has given Health Canada 12 months to appeal or rewrite the current MMPR system to allow for other forms of marihuana consumption other than dried marihuana.

Other relevant requirements for applicants and licensed producers under the MMPR include the following:

production facilities may only be located indoors(greenhouses are also acceptable);

production facilities must meet specified advanced security requirements to prevent and detect unauthorized access;

producers may not operate storefronts;

producers may not wholesale products except to other licensed producers;

they must sell directly to authorized consumers or, if requested, to their physicians;

producers are required to notify their local government, local police force and local fire officials of their intention to apply to Health Canada, so that local authorities are aware of their proposed location and activities.

Producers are also

required to communicate with local authorities whenever there is a change in the status of their license;

producers must comply with all federal, provincial/territorial and municipal laws and by-laws, including municipal zoning by-laws;

there are no applicable federal fees payable in respect of the application or maintenance of the license to produce marihuana under the MMPR;

producer must have an employee designated as a quality assurance person who is responsible for assuring the quality of the dried marihuana, before it is made available for sale.

This employee must have the training, experience and technical

knowledge related to the proposed licensed activities and the requirements of the MMPR;

applicants must submit a detailed description of their proposed record keeping methods.

This must include a description of the process that will be used for recording transactions relating to licensed activities, including maintaining appropriate

records of transactions and dealings with both suppliers and clients.

Other aspects of the MMPR relevant to our business include the following:

The MMPR do not contain any limitations on the conditions for which a health care practitioner can support the use of marijuana for medical purposes;

The MMPR does not impose a limit on the number of production licenses;

There are no restrictions under the new MMPR on the daily amount of marihuana that may be prescribed, there is an individual possession cap of the lesser of 150 grams or 30 times the daily amount.

For example, if an individual has a daily

amount of 2 grams per day, their possession cap would be 60 grams.

Our Planned Production Facilities

Each of our joint venture production facilities is planned as a state of the art indoor growing operation designed to meet or exceed the standards for safety and security provided for in the MMPR.

Each of our planned facilities will be equipped for

indoor, in-soil and/or hydroponic marihuana cultivation of preparation in accordance with the specifications of the MMPR and will accommodate each step required in the production of medical marihuana.

Facilities will include:

temperature and humidity control systems;

automated irrigation systems;

automated grow lighting;

ventilation and air quality control systems;

drying and curing room;

product testing laboratory facilities;

packaging room;

storage vault;

information technology and security control room;

administrative offices.

Production Facility Staffing Requirements

We anticipate that each of our planned facilities will require personnel acting in the following capacities:

marihuana cultivation expert to oversee production activities;

production assistants to provide support in all aspects of the cultivation and processing;

information technology specialist to manage electronic records, inventory and sales;

designated quality assurance specialist to monitor production standards and conduct routine product testing;

financial controller/accountant;

sales representative ;

operations manager/executive to oversee the entirety of the joint venture operations.

We intend to fulfill our staffing requirements through the engagement of both full and part-time employees and consultants.

Marihuana Cultivation at our Planned Production Facilities

We intend to cultivate our medical marihuana using state of the art organic indoor growing techniques which will be customized to optimize the quality, yield and desired potency of medicinal marihuana produced.

On average, the indoor production

cycle of marihuana from planting to harvest is 3 to 5 months in duration.

However, the use of certain varietals and growing techniques can shorten the production cycle to as little as 6 weeks or lengthen it to as long as 8 months.

harvest grown from seed stock (rather than from planting a clone/trimming) will typically require an additional three to four months growing time.

Each of our planned facilities will grow several varietals requiring varying production times.

our planned facilities will follow the following cultivation procedures:

Varietal Selection :

marihuana varietals are selected based on a variety of considerations, including patient demand, consumer availability, yield, growth time, and cannabidiol and tetrahydrocannabinol content ( see paragraph below entitled

The Use of Marihuana for Medical Purposes”);

Seed Procurement :

seeds are obtained from a range of Canadian and international suppliers approved by Health Canada;

Germination :

seeds are germinated in peat, soil, or water until sprouted (approximately 1 week)

plants for production are grown from sprouted seeds or from clippings taken from a “mother”

Seedling Maturation :

seedlings are matured under fluorescent lighting until they develop roots and cotyledons (seed leaves) and develop identifiable sex characteristics.

Male plants are separated for breeding and female plants cultivated for

(4 to 6 weeks).

Vegetative Phase :

Most varietals enter a vegetative phase upon developing identifiable sex characteristics.

The vegetative phase is characterized by the downward expansion of root systems, leaf and stem growth.

Certain varietals

(auto-flowering hybrids) omit the vegetative stage and pass directly from seedling to pre- flowering.

The length of the vegetative stage varies widely between varietals and depends significantly on the growing techniques selected.

The duration of

the vegetative phases is manipulated to obtain the desired results in terms of plant size and flowering time.

(1 month to 3 months ).

Pre-Flowering :

Following the vegetative stage, plants enter a pre-flowering phase during which plant development increases dramatically and the structure for flowering develops (approximately 2 weeks).

Following pre-flowering, plants enter a flowering phases during which the smoke-able bud/flowers develop.

The flowering phase varies from about 6 to 22 weeks.

When flowers(buds) achieve the desired size and maturity they are harvested and dried on metal racks.

Quality Control :

Dried buds are weighed and tested for contaminants, mold, potency and chemical composition.

Unsatisfactory product is quarantined and destroyed, which product meeting the required specification is vacuum sealed and labelled.

We anticipate that the initial harvest from each of our planned facilities will occur within 6 to 8 months from completion of facility construction.

Sales and Distribution by our Planned Production Facilities

Patient Eligibility and Registration

The sales and distribution procedures of each of our planned facilities will follow the procedures required by the MMPR for the purchase and sale of medical marihuana in Canada.

Patients seeking to obtain medical marihuana must consult with and

obtain a detailed prescription (medical document) from a health care practitioner with prescribing authority, usually a physician.

Medical documents must contain identification information of the patient and physician, the period of use (no more

than 1 year without re-evaluation) and the prescribed daily dose/quantity.

Patients with the requisite medical document may then register with the licensed producer of their choice.

A list of licensed producers is maintained and published by Health Canada.

Patients seeking to register with any of our planned production

facilities will complete and submit by mail a registration form available on that facility’s website, together with copies of medical documents and identification documents.

Ordering and Order Fulfillment

Once registered with one of our planned facilities, patients will be able to order prescribed quantities from that facility.

Orders will be accepted by telephone.

Upon receipt of an order, the prescribed marihuana will be weighed, packaged in

pharmaceutical grade, child proof containers, and labeled with designation of origin, producer name, weight, active ingredient percentage, and warning labels.

We will ship orders by courier only.

The MMPR does not allow for storefront or retail distribution centers.

Production License Application Process Applicable to Our Joint Ventures:

Prior to engaging in the production of medical marihuana, each of our joint ventures must successfully complete the licensing application process administered by Health Canada.

The Health Canada process for becoming a licensed producer involves a

multi-stage application and review including the following stages:

Preliminary Screening

Enhanced Screening

Security Clearance

Ready to build letter (if required by applicant)

Pre-license inspection

To date, Health Canada has not provided estimated or guaranteed process times for any application stage.

According to Health Canada, as at August.

25, 2014, it had received 1,009 formal production license applications under the MMPR since its call

for applications in 2013.

Of those, 462 applications have been returned as incomplete, 201 have been rejected and 32 withdrawn.

To date, 14 productions licenses have been granted to 13 different producers with only 2 licenses granted during the

summer of 2014.

Due to the slow progress, uncertain timing, and apparent backlog of production license application reviews by Health Canada, we are currently unable to determine with any accuracy when any of our applications under review will be

Current Litigation Affecting MMPR Regulatory Regime

On March 21, 2014, an injunction was granted by the Federal Court of Canada to four appellants, including Neil Allard, who are appealing the regulations which came in to effect on April 1, 2014.

The injunction provides that Authorizations to Possess

[ATPs] medical marihuana granted under the MMAR that were valid on March 21, 2014 and associated Personal Use Production Licenses and Designated Production Licenses valid on September 30, 2013 remain valid under the terms of those authorizations,

with the exception that the amount of marihuana that can be possessed under the ATP is now limited to 150 grams.

The impact of the order is that approximately 37,500 licensees under the MMAR will be permitted to continue production and consumption

of marihuana under the MMAR.

The court order has no effect on the implementation of the MMPR going forward and no new licenses will be granted under the MMAR.

On March 31, 2014, the Federal Government announced its intention to appeal the March 21,

Owen Smith Case

On August 14, 2014, the British Columbia Court of Appeal ruled the Government of Canada’s restriction on edible marijuana products is unconstitutional, Currently, the MMPR permits only dried marijuana to be produced and sold for medicinal

Owen Smith, who challenged the law, argued some patients want to consume their marijuana medicine in butters, brownies, cookies and teas etc.

Smith claimed the right to administer the drug in other forms is fundamental, but that was denied by

federal regulations.

In a two-to-one decision, the court ruled the law does infringe on the constitutional rights of those who require other forms of cannabis to treat illnesses.

In its ruling, the Court of Appeal suspended the effect of its judgement for one year in order to allow the Parliament of Canada time to amend the regulations.

The Government of Canada had appealed the decision from Supreme Court of British Columbia

where the trial judge ordered the word “dried,”

and the definition of “dried marijuana”

to be deleted from the MMPR.

On October 1, 2014 the Federal Government filed a notice to appeal the decision to the Supreme Court of Canada to determine whether medical marijuana patients have a constitutional right to edible medical marijuana products, such as cannabis oils,

butters, teas and lotions.

No date has been set for the hearing.

Market for Medical Marihuana in Canada

It is estimated by Health Canada that the overall market for medical marihuana in Canada under the new MMPR will be approximately $1.3 billion per year by 2024 (source:

Health Canada/Canadian Broadcasting Corporation).

As at May, 2014, there

were 37,400 medical marihuana users recognized by Health Canada and Health Canada projects that the number of licensed users will increase to over 450,000 by 2024.

Health Canada formerly sold medical marijuana, produced on contract by Prairie Plant

Systems (formerly the only licensed producer in Canada), for $5 a gram.

It is estimated that the price per gram under the new licensing system will average $7.60 per gram as producers set prices without interference from government (source

Health Canada/Canadian Broadcasting Corporation).

Despite these estimates MMJ market is relatively new and largely unproven.

The adoption rate of commercial MMJ by qualified patients is difficult to determine but a portion (approximately 13%) of the qualified patient population is already

conditioned to purchasing government contracted producers under the old system (source:

Health Canada).

Furthermore, we anticipate that the convenience of a wide selection of MMJ strains delivered directly to patients in a discrete and concealed

package will be attractive.

Healthcare practitioners are key stakeholders as they will be signing and providing the medical documentation needed for patients to register with commercial producers.

Regulations under the MMPR are not significantly

different for healthcare practitioners already familiar with the process under the former MMAR.

Licensed producers are held responsible for quality of the product provided as the MMPR outlines strict rules for quality assessment and control,

cleanliness, manufacturing, and pesticide use.

Security and diversion to the black market remain a concern but MMPR outlines strict rules for segregation of duties and security clearances, background checks for employees and officers, tracking of

product in and out of the premises, and camera surveillance.

The Use of Marihuana for Medical Purposes (source Cantech Letter:

Canada’s Medical Marijuana Industry:

A Top Down Look)

The marihuana or cannabis plant, aka cannabis sativa, contains more than 80 cannabinoids, a group of chemical compounds which includes delta9-tetrahydrocannabinol (THC) and cannabidiol (CBD).

Research has shown that THC and CBD influence different

regions of the central nervous system and have different effects on cannabis users [Borgwardt, Biol Psychiatry, 2008].

Most of the psychoactive effects associated with the use of cannabis are caused by THC, whereas CBD has been shown to have

anti-anxiety, anti-nausea, anti-inflammatory, and anti-psychotic effects [Bergamaschi, Curr Drug Saf., 2011;

Niesink, Front Psychiatry, 2013].

Cannabis smoking often leads to adverse effects such as increases and fluctuations in heart rate and blood

pressure, euphoria, anxiety, and impairment of cognition and memory.

Cannabis also contains a similar array of detrimental and carcinogenic compounds compared to cigarette smoke, some of which are present even at higher concentrations [Leung, J Am

Board Fam Med, 2011].

MMJ is used and has been tested in a variety of indications.

In the last ten years, there have been estimated 300 individually registered trials used cannabis, THC, or CBD as the intervention.

Excluding addiction, the indication that accounted for

the majority (42%) of trials, MMJ has been tested in a wide range of indications to help patients cope with pain not only from the disease itself, but also for relief from strong and sometimes toxic medication, such as chemotherapy.

disorders, mental health, muscle and back problems, and inflammation (such as gastrointestinal disorders) are common indications under study.

Quality Control and Technical Specification for Medical Marihuana Applicable to Our Joint Ventures

To date, dried marihuana has not been authorized as a therapeutic product in Canada or in any other country.

In addition, no international standards currently exist specifically for the quality of dried marihuana.

Dried marihuana produced by a

licensed producer (LP), while exempt from the application of the Food and Drug Regulations via the Marihuana Exemption (Food and Drugs Act) Regulations (other than in the context of marihuana to be used in a clinical trial), is subject to provisions

in the Food and Drugs Act (Canada) (FDA).

The FDA provisions include a general prohibition (paragraph 8(a) and (b)) against the sale of a drug that was “manufactured, prepared, preserved, packaged or stored under unsanitary conditions;

adulterated”.

Similar requirements are provided in Division 4 of the MMPR, which includes Good Production Practice(s) (GPP) requirements relating to storage of dried marihuana, storage premises, equipment, the sanitation program, standard

operating procedures, recall of product, and quality assurance personnel.

Division 5 of the MMPR provides packaging, labeling and shipping guidelines, which prescribe the same product identification and safety requirements as those for other

pharmaceuticals (designation of origin, producer, weight, active ingredient percentage, childproof packaging, warning labels, etc.) Additionally, the MMPR provide compliance and enforcement measures, allowing for refusal, suspension or revocation of

a producer’s license on the basis of risks to public health, safety or security.

In June 2013, Health Canada published the guidance document entitled “Technical Specifications For Testing Dried Marihuana for Medical Purposes”

which outlines the procedures and good production practices required under the MMPR for

achieving the requisite purity and qualify of finished dried marihuana product.

As specified in the MMPR, each batch or lot of dried marihuana must be approved for release by the LP’s Quality Assurance person, who must have the training,

experience and technical knowledge relating to the activity conducted and the requirements of Division 4 of the MMPR.

This means that the Quality Assurance person must have the ability to evaluate the operations of the LP to ensure compliance with

Division 4, and the technical knowledge to be able to assess analytical testing results in order to be able to make the determination of whether the dried marihuana is suitable for sale.

The Quality Assurance person is also responsible for

investigating quality-related complaints and taking corrective and preventive actions, if necessary.

Visual inspection should confirm the absence of pests or extraneous substances.

There is no requirement to mill or irradiate the dried marihuana,

although LPs may choose to do so.

Marketing and Advertising Restrictions Applicable to Our Joint Ventures

Like traditional prescription-only drugs, the marketing and advertising of medical marihuana directly to consumers is prohibited in Canada, subject to certain limited exemptions for activities which are not primarily intended to promote the sale of

Such exemptions include the dissemination of general corporate information, as well as non-promotional information regarding the existence and nature of pharmaceutical products, without reference to potential indications or therapeutic

Drug manufacturers are also permitted to market products directly to health care providers through the provision of drug samples, sponsorship of continuing medical education, and the dissemination of information through sales

representatives.

More recently, in June, 2014 it was reported that Health Canada disseminated a memorandum to licensed producers providing additional guidelines and cautioning producers against certain promotional activities.

These guidelines have

not been made public.

In light of the evolving guidelines regarding advertising of our planned products, we intend to restrict our product related advertising to health care professionals.

We anticipate that any advertising to the general public

will be limited to general corporate information.

Client Registration, Ordering and Distribution Restrictions Applicable to Our Joint Ventures:

Client’s seeking to purchase medical marihuana under the MMPR must be ordinarily resident in Canada, and must submit a detailed application (including relevant identification and contact information and original medical prescription documents

meeting the requirements of the MMPR) to become a client of a licensed producer.

Similarly, health practitioners are authorized under the MMPR to act as intermediaries between producer and clients for the purposes of filling prescriptions and may

therefore purchase product from licensed producers.

Current Status of our Medical Marihuana Business

Following the announcement of the MMPR in June, 2013, our management began identifying and evaluating opportunities for entry into the medical marihuana industry in Canada.

We do not currently intend to engage in marihuana related activities in the

United States.

Termination of World of Marihuana Joint Venture

On January 16, 2014 we announced that we had entered into a Joint Venture Agreement with the World of Marihuana Productions Ltd.

(WOM) to grow, cultivate and sell medical marihuana under the MMPR program.

As at March 11, 2014 our Company had earned

a 31% interest in the World of Marihuana Joint Venture by paying and advancing $375,000 and issuing 16,000,000 million shares.

Pursuant to the terms of the Joint Venture Agreement, our company could purchase up to a 51% interest in the joint

venture in consideration of an additional 4,000,000 .

shares and $1,000,000 in the aggregate.

The license application for the WOM joint venture was submitted in October 2013 although no license has been awarded to date.

On September 18, 2014 we announced that we have provided notice to WOM alleging default under the terms of the joint

venture agreement for, among other things, their failure to provide financial information in regards to the funding, expenses and operation of the joint venture.

Subsequently, on October 16, 2014, we entered into a Termination and Settlement

Agreement dated effective October 14, 2014 with WOM and Mathew Chadwick pursuant to which we terminated our joint venture relationship with WOM and relinquished our 31% interest in the joint venture in consideration of the return to our Company for

cancellation of 15,127,287 shares of our common stock previously issued to WOM.

As a condition of the settlement, Mr.

Chadwick agreed to the immediate termination of his management agreement with our Company and acknowledged that no further funds

are payable to him pursuant to the agreement.

Chadwick concurrently resigned as our director and Senior Vice President of Marihuana Operations.

The Green Canvas Joint Venture

On February 28, 2014, we announced that we had entered into a Joint Venture Agreement with GCL to grow, cultivate and sell medical marihuana under the Canadian Federal Government MMPR program.

As at February 28, 2014, our company has earned 49% in

the Green Canvas Joint Venture by paying $500,000 and issuing 10,000,000 million shares (includes 1,800,000 common shares to a broker)

with 6,400,000 shares in escrow pending the granting of a Health Canada license

within 12 months of signing the JV agreement.

Our company has made all required cash and share payments

necessary for the first year of the joint venture signed with GCL.

The GCL joint

venture project is currently in the pre-construction phase and the project

location is not determined.

If the construction cost exceed the funds already

advanced by the company each party is required to pay its pro rata share

(currently 49% for our company and 51% for GCL).

If the Heath Canada production license is not received by the

first anniversary date of the agreement our company would have no further

obligations under the joint venture.

If a production license is granted by

Health Canada then our company would be responsible to make payments under the

joint Venture agreement as follows:

on or before the first anniversary of the agreement, we

must pay the sum of $250,000 and issue 3,000,000 common shares in return

for which we will be granted and vested with an additional 2% ownership

interest in the joint venture;

on or before the second anniversary of the agreement, we

pay the sum of $150,000 to GCL and issue 3,000,000 common shares to GCL,

in return for which Enertopia will be granted and vested with an

additional 9% ownership Interest ownership interest in the joint venture.

Upon earning a 60% ownership interest on or before the

second anniversary of the agreement in we shall have the option to acquire

an additional 15% ownership interest through the issuance of an additional

3,000,000 common shares to GCL on or before the third anniversary of the

In the event that the joint venture does not obtain a license

from Health Canada by February 28, 2015:

GCL shall return all common shares issued to it by

Enertopia pursuant to the agreement, other than 3,600,000 common shares

issued for the benefit of third parties which GCL shall be entitled to

retain 1,800,000 and 1,800,000 finders fee retained by Wolverton

Securities Inc;

All management agreements entered into by the joint

venture shall terminate;

The joint venture agreement shall terminate.

Status of Green Canvas Joint Venture

The GCL submitted its-application to Health Canada for a

production license on July 2014.

The application is in the preliminary screening

phase during which any deficiencies in the application cited by Health Canada

must be corrected before the application proceeds to advanced screening and

security clearance.

When preliminary screening, enhanced screening and security

clearance are concluded, the application review process will begin, followed by

pre-license inspection if the application is successful.

We are unable at this

time to meaningfully anticipate or predict a timeline for review, approval and

processing of our application by Health Canada.

If the Heath Canada license is

not received by the first anniversary date of the agreement our company would

have no further obligations under the joint venture.

If a production licensed is

granted by Health Canada then our company would be responsible to make the above

described payments pursuant to the agreement.

If a production license is not

obtained by the February 28, 2015 deadline, we may nevertheless seek to extend

our participation in the joint venture beyond the anniversary date if we

determine that (i) sufficient progress has been made to merit additional

investment, and (ii) we have access to adequate financing.

Any extension of the joint venture will be subject to the mutual approval of our Company and the GCL.

The proposed production facility for the Green Canvas joint

venture is located in Regina, Saskatchewan.

The facility is scalable to up to

55,000 ft² and is currently undergoing upgrades to make a 14,000 square foot

production space compliant with MMPR standards.

It is estimated that production from this facility based on the 14,000 production space will reach 10,000 kilograms per year.

As described above, we have satisfied our cash and equity obligations to the GCL joint venture until February 28, 2015, earning a 49% interest in the joint venture.

If a license is obtained by February 28, 2015, we will be responsible to pay to the

GCL $250,000 and 3,000,000 common shares by February 28, 2015 in consideration of an additional 2% interest in the joint venture.

Any additional expenses of the joint venture not accounted for in the joint venture agreement are to be paid on a

pro rata basis according to ownership in the joint venture.

In July, 2014 Health Canada implemented updated security requirements under the MMPR to ensure inventories of medical marijuana were stored in secure facilities.

The joint venture is

currently reviewing the updated security requirements with respect to the enhanced Health Canada standards and is preparing a new budget based on these new calculations.

In anticipation of additional costs for completion of the GCL joint venture

facility renovation we have allocated $250,000 in our capital requirements for fiscal 2015.

Lexaria Joint Venture

MMPR, Pursuant to the Agreement, ownership, revenues, and liability related to the Joint Venture is 51% to Enertopia and 49% to Lexaria.

Expenses incurred by the joint venture shall be allocated 45% to Enertopia and 55% to Lexaria.

Enertopia shall

be responsible for management of the joint venture for as long as it maintains majority ownership.

To date, Lexaria and Enertopia have contributed $55,000 and $45,000 to the joint venture, respectively.

The joint venture has identified a

production location in Burlington, Ontario and received municipal approval for the site in July, 2014.

We intend to engage an architect to design the production facility upon acceptance of our application.

Construction is anticipated to cost

approximately $3,000,000;

Enertopia will be responsible for $1,350,000 of this cost.

The joint venture is unable to estimate at this time when a production license might be granted by Health Canada, however it is seeking assurances from

Health Canada prior to commencement of construction.

Our joint venture will terminate in the event that we do not fulfill our contractually mandated financial obligations in respect of the joint venture or if the joint venture does not receive a medical marihuana production license from Health Canada

by May 27, 2015.

The proposed Burlington, Ontario facility is now comprised of ~30,000 ft², with Lexaria having acquired a right of first refusal having been acquired for another 45,000 square feet totaling 75,000 ft²

to accommodate future growth.

Municipal approval has been obtained to use the site for our intended purposes.

Planned production areas have 22 foot ceilings which could allow for the possibility of a 2nd mezzanine level in many areas for further expansion.

The production target

for the facility based on 30,000 ft²

(with approximately 50% devoted to production space)_is approximately 10,000 kilograms per year production.

Status of Lexaria Joint Venture

The Lexaria joint venture has identified a production location in Burlington, Ontario, secured a lease to the facility and received municipal zoning approval for the proposed site in July, 2014.

The joint venture`s license application to Health

Canada under the MMPR was submitted in July, 2014 and is currently in the preliminary screening stage.

We currently lease 30,000 square feet of the planned facility space and may terminate the lease with 90 days notice to the landlord if our Health

Canada application is refused for any reasons.

The lease is payable in shares of our common stock and cash.

If we do not receive a ready to build letter from Health Canada by January 22, 2015, we will have no further obligations under the lease

Alternately, the joint venture may continue under the lease agreement and the applicable rent shall be payable in cash or in shares at the discretion of the lessor.

agreement ($8.25 per square foot of occupied space).

Commencement of

construction on the proposed facility is subject to successful completion of preliminary and enhanced screening, security clearance, application review, and the issuance of a ready-to-build letter from Health Canada.

Following completion of

construction (if applicable) the facility will be subject to successful inspection before a license may be granted.

We are currently unable to provide a meaningful time estimate for completion of this process.

We estimate that construction of the facility will take approximately 6 to 9 months from the time we obtain a ready-to-build letter.

Marihuana Production in the United States

Our company is focused on the Medical Marihuana Industry in Canada that is supported by the Canadian Federal Government and administered by Health Canada in accordance with the MMPR.

Our company is following the strict guidelines that have been

outlined with respect to security, quality control and safety of the product at all times under the current federal MMPR program.

In the United States it is still illegal under federal law to grow, cultivate and sell medical or adult use marijuana.

However 23 states have approved medical marihuana for use and two states have approved adult use regulations.

The United States

Federal government justice department has released memo’s that will respect the individual states where strict guidelines are followed and enforced so that the health, safety and security are protected at all times by state authorities.

individual state framework fails to protect the public the Federal government will act in enforcing the controlled substances act of 1970 and the DEA will enforce the federal law.

As at the date of this registration statement, our company has not entered into any prospective or definitive arrangements to produce or distribute marihuana products in the United States and has no intention of engaging in marihuana related

activities in the United States.

However, our Company continually reviews opportunities and monitors legal and regulatory developments related the medical marihuana sector in both Canada and the United States.

We anticipate that we will re-evaluate

our participation in the United States medical marihuana sector in the event that medical marihuana production becomes federally sanctioned.

The continuation of our diverse business sectors is dependent upon obtaining further financing, a successful programs 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.

Enertopia is engaged in the business of Lithium exploration at their Nevada claims, along with performing research and development and holding intellectual property & non provisional pending patents in the green technology space.

Mineral Property

West Tonopah Lithium

On February 25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,818 acres of land administrated by the BLM.

The property is in good standing until September 3, 2024.

Estimated respective yearly holding fees to the BLM $14,520 and $1,068 to Esmeralda County NV.

Enertopia Claim name

State or Federal Agency

Claim number from

Claim number to

Esmeralda County, NV

Company completed its maiden drill program in June 2022, second phase drill program April 2023 and has a pending 43-101 Technical Resource report pending publication.

Further information can be found at www.enertopia.com.

CLEAN TECHNOLOGY

The company continues to test off-the-shelf technology under the potential for lower capex scenarios in lithium extraction.

NON PROVISIONAL PATENTS

On May 23, 2022 the Company announced the filing of Non provisional patent #1, known as the Enertopia Solar Booster TM .

The Enertopia Solar Booster captures heat from the solar panels, increasing PV output enhancing production and increasing the lifetime of the PV panels.

On May 23, 2022 the Company announced the filing of Non provisional patent #2, known as Enertopia Heat Extractor TM Heat Extractor Technology can be used behind the PV panels or in a glazed format on their own to create liquid temperatures to 200 degrees F.

On August 15, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia Rainmaker TM By cooling the backside of the PV panels below the dew point the atmospheric moisture condenses on the back side of the panel and drips as rain into the tray collecting the water.

On November 4, 2021, the Company announced the provisional patent filing known as Energy Management System, this was subsequently filed as a non-provisional patent on November 2, 2022, and is undergoing USPTO review.

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.

1 unchanged sentence

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.

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 medical marihuana sector.

We will actively compete for capital, skilled personnel, and in all other aspects of its operations with a substantial number of other organizations, many of which

have greater technical and financial resources than our company.

We will actively compete medical marihuana projects and opportunities, and will constantly be facing competition by both smaller and larger companies in all geographical segments of

We also anticipate that our joint ventures will face considerable competition for industrial marihuana customers.

According to Health Canada, as at August 25, 2014, it had received 1,009 formal production license applications under the

MMPR since its call for applications in 2013.

Of those, 462 applications have been returned as incomplete, 201 have been rejected and 32 withdrawn.

To date, 14 productions licenses have been granted to 13 different producers.

Despite the slow

progress by Health Canada to grant production licenses under the MMPR, we anticipate that hundreds of production licenses will be granted by Health Canada across Canada and that our joint ventured will be required to compete with those licensees for

medical marihuana consumers.

Compliance with Government Regulation

The growing, cultivating and selling of Medical Marihuana in Canada is subject to various Canadian federal, provincial and municipal requirements and regulations.

We will from time to time be required to obtain licenses and permits from various

governmental authorities in regards to the development of our property and joint venture interests.

Prior to submitting an application to become a licensed producer of marihuana for medical purposes under the MMPR, each applicant must provide a

written notice to local authorities to inform them of their intention to submit an application.

The notice must include the applicant's name, the activities for which the licence is sought (i.e.

that activities are to be conducted in respect of

cannabis), the site address (and of each building on the site, if applicable) at which the applicant proposes to conduct those activities, as well as the date when the application will be submitted to Health Canada.

Thereafter, production facilities

require a variety of municipal approvals and permits, including zoning approvals and construction permits.

These required approvals and permits will vary from jurisdiction to jurisdiction.

In light of the rigorous security standards imposed by the

MMPR, we do not anticipate any significant obstacles in obtaining necessary permits and approvals.

Each of our joint ventures will, however, select locations for prospective facilities based on the availability of municipal zoning allowances for our

proposed activities.

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

We primarily used the services of sub-contractors and consultants for our intended business operations.

Our only technical employee 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.

On October 9, 2009, the Company entered into a consulting agreement with BKB Management Ltd, a corporation organized under the laws of the Province of British Columbia.

BKB Management controlled by the chief financial officer of the Company.

of CAD$4,675 including GST was paid per month.

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

BKB Management Ltd.

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

Effective April 1, 2011, the fee is CAD$5,500 plus GST.

Effective March 1, 2014, the Company entered into a new Management Consulting Agreement replacing the original agreement with a consulting fee of CAD$7,500 plus GST per month.

Our technical consultant is Mr.

McAllister, our president, CEO and a director.

On November 30, 2007, Mr.

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

On July 31, 2017, Mr.

McAllister was appointed interim CFO.

McAllister voluntarily suspended and terminated accrual of these consulting fees commencing on December 1, 2019 and continuing until such time as the Company's financial condition permits a resumption of such cost.

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

On August 16 th Mr.

McAllister resigned from the interim CFO position.

The Company has a consulting agreement with the CFO of the Company Mr.

Allan Spissinger for corporate administration and consulting services for $7,500 per quarter 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.

However, with project advancements in the medical marijuana and if we are successful

in our initial and any subsequent drilling programs we may retain additional employees.

Research and Development

We have incurred $Nil in research and development expenditures over the last two fiscal years.

We have incurred $965,361 in research and development expenditures over the last two fiscal years.

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

What changed 10-K/A

Item 1. Business