What changed in this filing

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Item 9A. Controls and Procedures

2024-02-01 compared with 2015-05-07 · 249 added, 701 removed, 60 unchanged (94% of the section changed)

Managements Report on Disclosure Controls and

We maintain disclosure controls and procedures that are

designed to ensure that information required to be disclosed in our reports

filed under the Securities Exchange Act of 1934 , as amended, is recorded,

processed, summarized and reported within the time periods specified in the

Securities and Exchange Commission's rules and forms, and that such information

is accumulated and communicated to our management, including our president and

chief executive officer (also our principal executive officer) and our chief

financial officer (also our principal financial and accounting officer) to allow

for timely decisions regarding required disclosure.

As of August 31, 2014, the end of our fiscal year covered by

this report, we carried out an evaluation, under the supervision and with the

participation of our president and chief executive officer (also our principal

executive officer) and our chief financial officer (also our principal financial

and accounting officer), of the effectiveness of the design and operation of our

disclosure controls and procedures.

Based on the foregoing, our president and

chief executive officer (also our principal executive officer) and our chief

financial officer (also our principal financial and accounting officer)

concluded that our disclosure controls and procedures were effective as of the

end of the period covered by this annual report.

Managements Report on Internal Control over Financial

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting.

Responsibility, estimates

and judgments by management are required to assess the expected benefits and

related costs of control procedures.

The objectives of internal control include

providing management with reasonable, but not absolute, assurance that assets

are safeguarded against loss from unauthorized use or disposition, and that

transactions are executed in accordance with managements authorization and

recorded properly to permit the preparation of consolidated financial statements

in conformity with accounting principles generally accepted in the United

Our management assessed the effectiveness of our internal control over

financial reporting as of August 31, 2014.

In making this assessment, our

management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal

Control-Integrated Framework .

Our management has concluded that, as of

August 31, 2014, our internal control over financial reporting is effective in

providing reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance

with US generally accepted accounting principles.

Our management reviewed the

results of their assessment with our Board of Directors.

This annual report does not include an attestation report of

our Companys registered public accounting firm regarding internal control over

financial reporting.

Managements report was not subject to attestation by our

Companys registered public accounting firm pursuant to temporary rules of the

Securities and Exchange Commission that permit our Company to provide only

managements report in this annual report.

Controls and Procedures

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

As of August 31, 2023, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on the foregoing, our president and chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures.

The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2023.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework .

Our management has concluded that, as of August 31, 2023, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with US generally accepted accounting principles.

Our management reviewed the results of their assessment with our Board of Directors.

This annual report does not include an attestation report of our Company's registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by our Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our Company to provide only management's report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent

limitations which include but is not limited to the use of independent

professionals for advice and guidance, interpretation of existing and/or

changing rules and principles, segregation of management duties, scale of

organization, and personnel factors.

Internal control over financial reporting

is a process which involves human diligence and compliance and is subject to

lapses in judgment and breakdowns resulting from human failures.

control over financial reporting also can be circumvented by collusion or

improper management override.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements on a

timely basis, however these inherent limitations are known features of the financial reporting process and it is possible

to design into the process safeguards to reduce, though not eliminate, this

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and

presentation.

Projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

Changes in Internal Control over Financial

There have been no changes in our internal controls over

financial reporting that occurred during the year ended August 31, 2014 that

have materially or are reasonably likely to materially affect, our internal

controls over financial reporting.

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.

Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

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

There have been no changes in our internal controls over financial reporting that occurred during the year ended August 31, 2023 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Other Information

Directors, Executive

Officers and Corporate Governance

All directors of our company hold office until the next annual

meeting of the security holders or until their successors have been elected and

The officers of our company are appointed by our board of directors

and hold office until their death, resignation or removal from office.

directors and executive officers, their ages, positions held, and duration as

such, are as follows:

Position Held with our

Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified.

The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Position Held with our Company

Date First Elected

Robert McAllister

President and Director

President, Chief Executive Officer, and Director

November 2007

April 14, 2008

March 19, 2012

Donald Findlay

Mathew Chadwick

March 10, 2014

Resigned October 16, 2014

Resigned March 10,2014

Chief Financial Officer

October 9, 2009

Allan Spissinger

Chief Financial Officer and Director

August 16, 2022

August 18, 2022

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

Business Experience

The following is a brief account of the education and business

experience of each director and executive officer during at least the past five

years, indicating each person's principal occupation during the period, and the

name and principal business of the organization by which he was employed.

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

Robert McAllister, President, Director

McAllister was appointed as president in November 2007 and

director in April 2008.

McAllister has devoted approximately 90% of his

professional time to the business and intends to continue to devote this amount

of time in the future, or more as required.

McAllister was appointed as president in November 2007 and director in April 2008.

McAllister has devoted approximately 90% of his professional time to the business and intends to continue to devote this amount of time in the future, or more as required.

McAllister has been a corporate consultant since 2004.

He has also provided and written business and investment articles from 1996 to 2006 in various North American publications.

McAllister is a resource investment entrepreneur with over 20

years experience in resource sector evaluations and commodity cycle analysis.

John Thomas, Director

John Thomas is a professional engineer, and holds a PhD in chemical engineering.

He also received a diploma in accounting and finance from the U.K.

Association of Certified Accountants.

He has 39 years of experience in the mining industry,

including both base metal and precious metal projects in several countries.

His experience covers a wide range of activities in the mining industry from process development, management of feasibility studies, engineering and management of

construction, and operation of mines.

Donald Findlay, Director

Don Findlay has worked in the resource exploration business since 1980.

He has worked in different capacities from consultant to the positions of Senior Exploration Geologist and Exploration Manager.

Findlay completed his MSc in geology in 1978

with his thesis on copper molybdenum porphyry deposits.

Greg Dawson, Past Director

Greg Dawson has worked in the resource exploration business for over 25 years with Teck Exploration Ltd.

and more recently as President of Redtail Metals Corp a TSXV company.

From 2004 to 2010 Mr.

Dawson was VP of exploration of Copper Ridge

Resources, and was also responsible for the evaluation of acquisition opportunities, with emphasis on world class copper gold porphyry deposits and precious metal enriched VMS deposits.

Mathew Chadwick, Past Director

Chadwick was a founding partner of World of Marihuana Productions Ltd.

He has worked in the horticulture field for over 20 years gaining valuable hands on experience and has been the key contributor to the success of several facilities.

Chadwick’s compassionate nature, thirst for knowledge and focus on bringing awareness to the public body for the need of pain management alternatives has proved to be an asset to the growth of the sector.

Chadwick has consulted in cultivation, and managed large-scale production of medical marijuana.

A participant of the MMAR program since 2004, he has researched growing techniques such as;

drip irrigation, ebb and flow, flood and drain, NFT and

DWC systems, soilless and coco mediums.

Through research and development he implemented and managed practices using advanced methods to achieve superior quality products and maximum yields.

Chadwick also has a long standing career in real estate

sales, over the years earning awards for top 10% producing realtor in Greater Vancouver Real Estate Board.

Chadwick resigned on October 16, 2014

Bal Bhullar, Chief Financial Officer

Bhullar brings over 21 years of diversified financial and risk management experience in both private and public companies, in the industries of high-tech, film, mining, marine, oil & gas, energy, transport, and spa industries.

Among some of

the areas of experience, Ms.

Bhullar brings expertise in financial & strategic planning, operational & risk management, regulatory compliance reporting, business expansion, startup operations, financial modeling, program development,

corporate financing, and corporate governance/internal controls.

Previously, Ms.

Bhullar has held various positions as President of BC Risk Management Association of BC, and served as Director and CFO of private and public companies.

Currently, Ms.

Bhullar serves as a Director and CFO for Bare Elegance Medspa, a former CFO for ISEE3D Inc., and is CFO and a Director of Lexaria Corp.

Bhullar is a Certified General Accountant and as well holds a CRM designation from Simon Fraser University and a diploma in Financial Management from British Columbia Institute of Technology.

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

Allan Spissinger, Chief Financial Officer

Spissinger was appointed as Chief Financial Officer in August 2022.

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

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

resources, manufacturing and technologies.

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

Kevin Brown, Director

Brown brings over 18 years of diversified financial and business management experience in private companies, covering the high-tech, mining, and the health and wellness industries.

John Nelson, Director

Nelson has over 38 years of resource industry experience in geology and geophysics.

He served as an exploration geologist and project manager in numerous worldwide frontier areas for Mobil Oil Corp before moving to Canada in 1993.

Mr Nelson has been a founder, Director and senior officer of a number of private and public companies related to oil and gas and mineral exploration.

He holds B.Sc.

Degree's in geology from Michigan State University and is a member of AAPG and current APEGGA member.

Family Relationships

There are no family relationships between any of our directors,

executive officers and proposed directors or executive officers.

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control

persons has been involved in any of the following events during the past five

petition under the Federal bankruptcy laws or any state insolvency law was filed

by or against, or a receiver, fiscal agent or similar officer was appointed by a

court for the business or property of such person, or any partnership in which

he was a general partner at or within two years before the time of such filing,

or any corporation or business association of which he was an executive officer

at or within two years before the time of such filing;

person was convicted in a criminal proceeding or is a named subject of a pending

criminal proceeding (excluding traffic violations and other minor offenses);

person was the subject of any order, judgment, or decree, not subsequently

reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from, or otherwise limiting, the

following activities:

Acting as a futures commission merchant, introducing

broker, commodity trading advisor, commodity pool operator, floor broker,

leverage transaction merchant, any other person regulated by the Commodity

Futures Trading Commission, or an associated person of any of the

foregoing, or as an investment adviser, underwriter, broker or dealer in

securities, or as an affiliated person, director or employee of any

investment company, bank, savings and loan association or insurance

company, or engaging in or continuing any conduct or practice in

connection with such activity

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase

or sale of any security or commodity or in connection with any violation

of Federal or State securities laws or Federal commodities

person was the subject of any order, judgment or decree, not subsequently

reversed, suspended or vacated, of any Federal or State authority barring,

suspending or otherwise limiting for more than 60 days the right of such person

to engage in any activity described in paragraph (f)(3)(i) of this section, or

to be associated with persons engaged in any such activity;

person was found by a court of competent jurisdiction in a civil action or by

the Commission to have violated any Federal or State securities law, and the

judgment in such civil action or finding by the Commission has not been

subsequently reversed, suspended, or vacated;

person was found by a court of competent jurisdiction in a civil action or by

the Commodity Futures Trading Commission to have violated any Federal

commodities law, and the judgment in such civil action or finding by the

Commodity Futures Trading Commission has not been subsequently reversed,

suspended or vacated;

person was the subject of, or a party to, any Federal or State judicial or

administrative order, judgment, decree, or finding, not subsequently reversed,

suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or

Any law or regulation respecting financial institutions

or insurance companies including, but not limited to, a temporary or

permanent injunction, order of disgorgement or restitution, civil money

penalty or temporary or permanent cease-and-desist order, or removal or

prohibition order;

Any law or regulation prohibiting mail or wire fraud or

fraud in connection with any business entity;

person was the subject of, or a party to, any sanction or order, not

subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any

registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act

1(a)(29))), or any equivalent exchange, association, entity or

organization that has disciplinary authority over its members or persons

associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires

our executive officers and directors and persons who own more than 10% of our

common stock to file with the Securities and Exchange Commission initial

statements of beneficial ownership, reports of changes in ownership and annual

reports concerning their ownership of our common stock and other equity

securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and

greater than 10% shareholders are required by the SEC regulations to furnish us

with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received

by us, or written representations from certain reporting persons, we believe

that during fiscal year ended August 31, 2013, all filing requirements

applicable to our officers, directors and greater than 10% percent beneficial

owners were complied with, with the exception of the following:

Number of Late

Transactions Not

Reported on a Timely

Failure to File

Requested Forms

Robert McAllister

The director / officer was late filing a Form 4, Change

of Beneficial Ownership.

The director / officer was late filing a Form 3, Initial

Statement of Beneficial Ownership.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended August 31, 2023, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics

We adopted a Code of Ethics applicable to our senior financial

officers and certain other finance executives, which is a "code of ethics" as

defined by applicable rules of the SEC.

Our Code of Ethics is attached as an

exhibit to our Annual Report on Form 10-KSB filed on November 29, 2007.

make any amendments to our Code of Ethics other than technical, administrative,

or other non-substantive amendments, or grant any waivers, including implicit

waivers, from a provision of our Code of Ethics to our chief executive officer,

chief financial officer, or certain other finance executives, we will disclose

the nature of the amendment or waiver, its effective date and to whom it applies

in a Current Report on Form 8-K filed with the SEC.

We adopted a Code of Ethics applicable to our senior financial officers and certain other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC.

Our Code of Ethics is attached as an exhibit to our Annual Report on Form 10-KSB filed on November 29, 2007.

If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Board and Committee Meetings

Our board of directors held no formal meetings during the year

ended August 31, 2014.

All proceedings of the board of directors were conducted

by resolutions consented to in writing by all the directors and filed with the

minutes of the proceedings of the directors.

Such resolutions consented to

in writing by the directors entitled to vote on that resolution at a meeting of

the directors are, according to the Nevada General Corporate Law and our Bylaws,

as valid and effective as if they had been passed at a meeting of the directors

duly called and held.

Our board of directors held no formal meetings during the year ended August 31, 2023.

All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.

Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Nomination Process

As of August 31, 2014, we did not affect any material changes

to the procedures by which our shareholders may recommend nominees to our board

of directors.

Our board of directors does not have a policy with regards to the

consideration of any director candidates recommended by our shareholders.

board of directors has determined that it is in the best position to evaluate

our Companys requirements as well as the qualifications of each candidate when

the board considers a nominee for a position on our board of directors.

shareholders wish to recommend candidates directly to our board, they may do so

by sending communications to the president of our Company at the address on the

cover of this annual report.

As of August 31, 2023, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors.

Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders.

Our board of directors has determined that it is in the best position to evaluate our Company's requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors.

If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our Company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

Currently our audit committee consists of our entire board of

We currently do not have nominating, compensation committees

or committees performing similar functions.

There has not been any defined

policy or procedure requirements for shareholders to submit recommendations or

nomination for directors.

Our board of directors has determined that it does not have a

member of its board of directors (audit committee) that qualifies as an "audit

committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K,

and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A

under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are

collectively capable of analyzing and evaluating our financial statements and

understanding internal controls and procedures for financial reporting.

believe that retaining an independent director who would qualify as an "audit

committee financial expert" would be overly costly and burdensome and is not

warranted in our circumstances given the early stages of our development and the

fact that we have not generated any material revenues to date.

In addition, we

currently do not have nominating, compensation or audit committees or committees

performing similar functions nor do we have a written nominating, compensation

or audit committee charter.

Our board of directors does not believe that it is

necessary to have such committees because it believes the functions of such

committees can be adequately performed by our board of directors.

The particulars of the compensation paid to the following

Currently our audit committee consists of our entire board of directors.

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

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

Our board of directors has determined that it does not have a member of its board of directors (audit committee) that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting.

We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter.

Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Executive Compensation

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our two most highly compensated executive

officers who were serving as executive officers at the end of the years

ended August 31, 2014 and 2013;

up to two additional individuals for whom disclosure

would have been provided under (b) but for the fact that the individual

was not serving as our executive officer at the end of the years ended

August 31, 2014 and 2013,

who we will collectively refer to as the named executive

officers of our Company, are set out in the following summary compensation

table, except that no disclosure is provided for any named executive officer,

other than our principal executive officers, whose total compensation did not

exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended August 31, 2023 and 2022;

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended August 31, 2023 and 2022

who we will collectively refer to as the named executive officers of our Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

and Principal

McAllister (1)

President and

Donald Findlay

Director resigned March

Mathew Chadwick

Director resigned Oct.

Chris Bunka (2)

Executive Officer, Director and Chief

Financial Officer

Bal Bhullar (4)

Chief Financial

Mark Snyder (3)

Technical Officer

President and Director

Allan Spissinger (2) CFO

John Nelson (3)

Kevin Brown (4)

(1) On November 30, 2007, Mr.

McAllister was appointed as our President

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

Salary for Mr.

is largely accrued for 2013 and partially for 2014.

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

On July 31, 2017, Mr.

Bunka resigned as CEO and Chairman.

compensation for Mr.

Bunka is accrued fees.

On June 30, 2013, Mr.

Snyder resigned as CTO of the Company.

Consulting fees for the CFO were largely accrued for 2013 and

partially for 2014.

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 , 2022 Mr.

McAllister resigned from the interim CFO position.

(2) On August 16, 2022, Mr.

Spissinger was appointed as our CFO.

(3) On August 18, 2022, Mr.

Nelson was appointed as a director.

(4) On August 18, 2022, Mr.

Brown was appointed as a director.

Employment/Consulting Agreements

We entered into a consulting agreement with Mr.

Robert McAllister on December 1, 2007.

During the term of this agreement, Mr.

McAllister is to provide corporate administration and oil & gas exploration and production consulting services, such

duties and responsibilities to include provision of oil and gas industry consulting services, strategic corporate and financial planning, management of the overall business operations of our company, and supervising office staff and exploration and

oil & gas consultants.

McAllister 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

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 consulting contract with the consulting services at $6,500 per

month plus GST.

On October 9, 2009, we 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.

CAD$4,675 including HST is paid per month.

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

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

BKB Management Ltd.

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

Effective April 1, 2011, the consulting services are CAD$5,500 per month plus HST.

Effective March 1, 2014, the Company entered into a new consulting agreement with the consulting services at CAD$7,500 per month plus GST.

On January 13, 2014, the Company entered into a corporate development agreement with Don Shaxon.

The initial term of this agreement shall begin on the date of execution of this agreement and continue for twelve 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 Don Shaxon a signing stock bonus of 250,000 common shares of the Company,

one-time cash bonus of $40,000 90 days after the commencement of the contract, and a monthly fee of $3,500 plus $500 in monthly expenses.

Upon execution of the Agreement, the Company also granted 250,000 stock options.

to Don Shaxon with

respect to the corporate development agreement dated January 13, 2014.

The exercise price of the stock options is $0.16, 250,000 stock options vested immediately, expiring January 13, 2019.

On March 10, 2014, the Company’s Board has appointed Mr.

Matthew Chadwick and the Company entered into a Management Agreement with Matthew Chadwick as Senior Vice President of Marijuana Operations.

The initial term of this agreement shall

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

In consideration for the services the Company was paid Mr.

Matthew Chadwick CAD$25,000 per month.

This agreement was terminated on August 10, 2014.

stepped down from the Board of Enertopia on October 14, 2014.

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

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

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

On August 16, 2022, a consulting contract was entered into with remuneration set at $5,000 per quarter plus GST was entered into with Mr.

The contract has been updated to $7,500 per quarter plus GST beginning September 1 2023.

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

Grants of Plan-Based Awards Table

On October 22, 2009, we granted 500,000 stock options to directors and officers of our company with the exercise price of $0.10 per share, expiring over 5 years.

(200,000 have expired)

On December 30, 2009, we granted 650,000 stock options to directors and officers of our company with the exercise price of $0.10 per share, expiring over 5 years.

(250,000 stock options have expired).

On November 9, 2010, the Company granted 100,000 stock options to an advisor of the Company exercisable at $0.20 per share, which vested immediately and will expire on November 9, 2015.

On February 14, 2011 the Company granted 1,010,000 stock options to directors, officers, and consultants of the Company with the exercise price of $0.15, which vested immediately and expire on February 14, 2016 (455,000 options have expired).

On March 10, 2011, the Company granted 150,000 stock options to a director of the Company with an exercise price of $0.15, which vested immediately and expire on March 10, 2016.

On April 14, 2011, the shareholders approved and adopted at the Annual General Meeting to consolidate the Company’s 2007 Equity compensation plan and the Company’s 2010 Equity Compensation Plan into a new Company 2011 Stock Option Plan.

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

eligible persons to remain with the Corporation or its affiliates;

and attracting new Directors, Officers, Employees and Consultants.

On June 2, 2011, the Company granted 300,000 stock options to directors of the Company with an exercise price of $0.15, which vested immediately and expire on June 2, 2016.

250,000 stock options were exercised in 2014.

On March 19, 2012, the Company granted 450,000 stock options to a director and advisors to the Company with an exercise price of $0.15, of which 225,000 vested immediately and 225,000 vesting on August 15, 2012 and expire March 19, 2017

(200,000of the options have expired).

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

125,000 stock options were exercised.

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

25,000 stock options were exercised.

On January 1, 2014, the Company granted 200,000 stock options to consultant of the Company with an exercise price of $0.075 with 100,000 stock options vesting 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.

150,000 stock options were exercised and 50,000 stock options have expired.

On January 13, 2014, the Company granted 250,000 stock options to consultant of the Company with respect to the Corporate Development Agreement dated January 13, 2014.

The exercise price of the stock options is $0.16, 250,000 stock options

vested immediately, expiring January 13, 2019.

On February 5, 2014, Ryan Foster has joined the Company as an advisor the Company has granted 50,000 stock options to Ryan Foster with an exercise price of $0.35, 25,000 stock options vested immediately, 25,000 stock options vested on July 1,

2014, expiring February 5, 2019.

On March 11, 2014, the Company granted 100,000 stock options to Robert Chadwick with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019.

also granted 100,000 options to Clayton Newbury with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019.

On March 14, 2014, the Company accepted and received gross proceeds from a director of the 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 the Company.

On March 25, 2014, Enertopia Corp (the “Company”) 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 the Company.

On March 26, 2014, the Companys Board has appointed Dr.

Melamede as an Advisor to the Board of Directors the Company has granted

500,000 stock options with an exercise price of $0.70, 250,000 stock options

vest immediately and the remaining 250,000 stock options vest September 26,

2014, expiring March 26, 2019.

On April 1, 2014, the Company granted 100,000 stock options

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

On April 1, 2014, the Company granted 100,000 stock options

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

On April 3, 2014, the Company entered into another 3 month

Social Media/Web Marketing Agreement with Stuart Gray.

The Company issued

100,000 stock options.

The exercise price of the stock options is $0.72, 100,000

stock options vested immediately, expiring April 3, 2019.

The stock options have

On April 3, 2014, the Company accepted and received gross

proceeds from past consultant of the Company of $1,500 for the exercise of

25,000 stock options at an exercise price of $0.06, into 25,000 common shares of

On April 8, 2014, the Company granted 50,000 stock options to a

consultant of the Company, Taven White.

The exercise price of the stock options

is $0.50, 50,000 stock options vested immediately, expiring April 8, 2019.

On April 17, 2014, the 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 the Company.

On November 12, 2020 the Company signed Flathead Business Solutions to a 12 month contract for $12,000 and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company signed Rodney Blake to a 12 month contract for the issuance of 100,000 stock options valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company signed Albert Clark Rich to a 12 month contract for the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company issued 500,000 stock options to the CEO of the Company valid for 5 years at $0.05 cents each.

On December 14, 2020 the Company issued 1,000,000 stock options to a Consultant of the Company valid for 5 years at $0.05 cents each.

On February 25, 2020, the Company granted 2,000,000 stock options to a consultant of the Company with an exercise price of $0.02, expiring February 25, 2022.

On January 28, 2021 the Company signed Mark Snyder to a 12 month contract for $30,000 and the issuance of 2,000,000 stock options valid for 5 years at $0.14 cents each.

On February 4, 2021 the Company signed Barry Brooks to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

On February 5, 2021 the Company signed Paul Sandler to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

On February 5, 2021 the Company signed Bruce Shellinger to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

On February 5, 2021 the Company signed Richard Smith to a 12 month contract for the issuance of 100,000 stock options valid for 5 years each at $0.18 cents each.

On April 27, 2021 the Company signed Michael Cornelius to a 12 month contract for the issuance of 100,000 stock options valid for 5 years at $0.12 cents each.

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

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

On September 9, 2021, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $0.08 vested immediately, expiring September 9, 2026.

On December 6, 2021, the Company issued 250,000 stock options to one director of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On December 6, 2021, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On December 6, 2021, the Company issued 250,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On August 18, 2022, the Company issued 2,000,000 stock options with an exercise price of $0.06 vesting immediately, expiring August 18, 2027.

1,000,000 to the Chief Financial Officer and 500,000 each to two directors of the Company (Note 9).

Outstanding Equity Awards at Fiscal Year End

The particulars of unexercised options, stock that has not

vested and equity incentive plan awards for our named executive officers are set

out in the following table:

OUTSTANDING EQUITY AWARDS AT FISCAL

OPTION AWARDS

Unexercisable

OUTSTANDING EQUITY AWARDS AT FISCAL

The particulars of unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers are set out in the following table:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Unexercisable

Allan Spissinger

Option Exercises

During our fiscal year ended August 31, 2014 there were 200,000

stock options exercised by our director John Thomas.

During our fiscal year ended August 31, 2023, a total of 0 (August 31, 2022 - 226,776) stock options were exercised.

Compensation of Directors

Except as otherwise disclosed, we do not have any agreements

for compensating our directors for their services in their capacity as

directors, although such directors are expected in the future to receive stock

options to purchase shares of our common stock as awarded by our board of

Except as otherwise disclosed, we do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,

retirement or similar benefits for directors or executive officers.

material bonus or profit sharing plans pursuant to which cash or non-cash

compensation is or may be paid to our directors or executive officers, except

that stock options may be granted at the discretion of the board of directors or

a committee thereof.

Indebtedness of Directors, Senior Officers, Executive

Officers and Other Management

None of our directors or executive officers or any associate or

affiliate of our Company during the last two fiscal years is or has been

indebted to our Company by way of guarantee, support agreement, letter of credit

or other similar agreement or understanding currently outstanding.

Security Ownership of

Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of November 20, 2014,

certain information with respect to the beneficial ownership of our common

shares by each shareholder known by us to be the beneficial owner of more than

5% of our common shares, as well as by each of our current directors and

executive officers as a group.

Each person has sole voting and investment power

with respect to the shares of common stock, except as otherwise indicated.

Beneficial ownership consists of a direct interest in the shares of common

stock, except as otherwise indicated.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

The following table sets forth, as of November 29, 2023, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group.

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

Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner

2 unchanged sentences

7,755,000 (1)

Vancouver, British Columbia, Canada

Allan Spissinger

Langley, British Columbia, Canada

1,000,000 (2)

Donald Findlay

Kelowna, British Columbia, Canada

Calgary, Alberta, Canada

3,652,000 (4)

Vancouver, British Columbia, Canada

1,000,000 (5)

Directors and Executive Officers as a

Green Canvas Ltd.(6)

Regina, Saskatchewan

8,200,000 (7)

Under Rule 13d-3, a beneficial owner of a security

includes any person who, directly or indirectly, through any contract,

arrangement, understanding, relationship, or otherwise has or shares:

voting power, which includes the power to vote, or to direct the voting of

and (ii) investment power, which includes the power to dispose or

direct the disposition of shares.

Certain shares may be deemed to be

beneficially owned by more than one person (if, for example, persons share

the power to vote or the power to dispose of the shares).

shares are deemed to be beneficially owned by a person if the person has

the right to acquire the shares (for example, upon exercise of an option)

within 60 days of the date as of which the information is provided.

computing the percentage ownership of any person, the amount of shares

outstanding is deemed to include the amount of shares beneficially owned

by such person (and only such person) by reason of these acquisition

As a result, the percentage of outstanding shares of any person as

shown in this table does not necessarily reflect the persons actual

ownership or voting power with respect to the number of shares of common

stock actually outstanding on November 28, 2014.

As of November 28, 2014,

there were 75,753,460 shares of our companys common stock issued and

300,000 options which are exercisable at $0.10 into

common shares;

255,000 options which are exercisable at $0.15 into

common shares;

250,000 options which are exercisable at $0.06 into

common shares;

80,000 warrants which are exercisable at $0.20 into

common shares;

3,410,000 common shares.

200,000 options which are exercisable at $0.10 into

common shares;

300,000 options which are exercisable at $0.15 into

common shares;

250,000 options which are exercisable at $0.06 into

common shares;

200,000 warrants which are exercisable at $0.15 into

common shares;

200,000 commons shares.

150,000 options which are exercisable at $0.15 into

common shares;

50,000 options which are exercisable at $0.25 into common

50,000 options which are exercisable at $0.06 into common

1,702,000 warrants which are exercisable at $0.10 common

1,702,000 common shares.

150,000 options which are exercisable at $0.25 into

common shares;

300,000 warrants which are exercisable at $0.10 into

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

(i) voting power, which includes the power to vote, or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 28, 2022.

As of November 28, 2022, there were 155,116,088 shares of our company's common stock issued and outstanding.

500,000 Options which are exercisable at $0.05 into common shares;

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

7,005,000 common shares.

50,000 warrants which are exercisable at $0.095 into

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

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

300,000 common shares.

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

250,000 common shares.

Sean Murray, Ryan Murray and Tim Selinski have voting and

dispositive control over securities held by The Green Canvas

Includes 8,200,000 common shares issued directly to The

Green Canvas Ltd., of which 1,200,000 common shares were allocated to a

broker as part of their agreement with The Green Canvas

Changes in Control

We are unaware of any contract or other arrangement the

operation of which may at a subsequent date result in a change in control of our

Certain Relationships

and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer,

shareholder holding at least 5% of shares of our common stock, or any family

member thereof, had any material interest, direct or indirect, in any

transaction, or proposed transaction since the year ended August 31, 2014, in

which the amount involved in the transaction exceeded or exceeds the lesser of

$120,000 or one percent of the average of our total assets at the year-end for

the last two completed fiscal years.

For the year ended August 31, 2014, the

Company was party to the following related party transactions:

Paid /accrued $69,000 (August 31, 2013:

$60,000) to the

President of the Company in consulting fees.

The Company also granted

250,000 stock options to him.

Paid/accrued $78,000CAD (August 31, 2013:

$66,000CAD) in

consulting fees to a company controlled by the CFO of the Company.

Company also granted 250,000 stock options to her.

Paid/accrued $7,500 (August 31, 2013:

$Nil) director fees

to the directors of the Company.

The Company also granted 50,000 stock

options to each director.

Paid $125,000 (August 31, 2012:

$Nil) cash in consulting

fees to the Senior Business Development.

The Company also granted 100,000

stock options and issued 100,000 common shares to him.

Included in accounts payable, $64,833 was payable to the

President and a company controlled by a CFO of the Company.

Director of Enertopia fell under the short swing rule and

paid the Company $31,922.

See Notes 8 and 9.

The related party transactions are

recorded at the exchange amount established and agreed to between the related

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

For the year ended August 31, 2023, the Company was party to the following related party transactions:

Incurred $114,000 (2022 - $38,000) to the President of the Company in consulting fees.

As at August 31, 2023, the accounts payable to the President of the Company was $17,196, of which $17,159 were accrued wages (2022:

On December 6, 2021 the Company issued 250,000 stock options valued at $12,205 to the President of the Company (Note 9).

Incurred $20,000 (2022 - $769) to the Chief Financial Officer of the Company in consulting fees.

As at August 31, 2023, the accounts payable to the Chief Financial Officer of the Company was $0 (2022:

On August 18, 2022, the Company issued 1,000,000 stock options valued at $40,543 to the Chief Financial Officer of the Company (Note 9).

The Company incurred $13,500 to a director of the Company in geological consulting services.

On August 18, 2022, the Company issued a total of 1,000,000 stock options valued at $40,543 to two directors of the Company.

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

Director Independence

We currently act with four (4) directors, consisting of Robert

McAllister, Donald Findlay, John Thomas and Mathew Chadwick We have determined

that Donald Findlay and John Thomas are an independent director as defined in

NASDAQ Marketplace Rule 4200(a)(15).

Currently our audit committee consists of three board of

We currently do not have nominating, compensation committees or

committees performing similar functions.

There has not been any defined policy

or procedure requirements for shareholders to submit recommendations or

nomination for directors.

Our board of directors has determined that it does not have a

member of its audit committee who qualifies as an audit committee financial

expert as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of

our audit committee and the board of directors have been and are collectively

capable of analyzing and evaluating our financial statements and understanding

internal controls and procedures for financial reporting.

We do not have a standing compensation or nominating committee,

but our entire board of directors act in such capacity.

We believe that our

directors are capable of analyzing and evaluating our financial statements and

understanding internal controls and procedures for financial reporting.

directors do not believe that it is necessary to have an audit committee because

we believe that the functions of an audit committee can be adequately performed

by the board of directors.

In addition, we believe that retaining additional

independent directors who would qualify as an audit committee financial expert

would be overly costly and burdensome and is not warranted in our circumstances

given the early stages of our development.

Principal Accounting

Fees and Services

The aggregate fees billed for the most recently completed

fiscal year ended August 31, 2014 and for fiscal year ended August 31, 2013 for

professional services rendered by the principal accountant for the audit of our

annual financial statements and review of the financial statements included in

our quarterly reports on Form 10-Q and services that are normally provided by

the accountant in connection with statutory and regulatory filings or

engagements for these fiscal periods were as follows:

August 31, 2014

August 31, 2013

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

We currently have an audit committee, but.

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

Our board of directors has determined that it does not have a member of its audit committee who qualifies as an "audit committee financial expert" as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.

From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting.

We do not have a standing compensation or nominating committee, but our entire board of directors act in such capacity.

We believe that our directors are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting.

Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors.

In addition, we believe that retaining additional independent directors who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2023 and for fiscal year ended August 31, 2022 for professional services rendered by the principal accountant for the audit of our annual consolidated financial statements and review of the consolidated financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Audit Related Fees

All Other Fees

Audit fees consist of fees billed for

professional services rendered for the audits of our financial statements,

reviews of our interim financial statements included in quarterly reports,

services performed in connection with filings with the Securities and Exchange

Commission and related comfort letters and other services that are normally

provided by MNP LLP for fiscal year ended August 31, 2014.

Audit fees consist of fees billed for professional services rendered for the audits of our consolidated financial statements, reviews of our interim consolidated financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by Davidson & Company LLP for fiscal year ended August 31, 2023.

Audit related Fees.

There were $19,377 audit related

fees paid to MNP LLP for the fiscal year ended August 31, 2014 and $25,651 for

the fiscal year ended August 31, 2013.

Tax fees consist of fees billed for

professional services for tax compliance, tax advice and tax planning.

services include assistance regarding federal, state and local tax compliance

and consultation in connection with various transactions and acquisitions.

the fiscal years ended August 31, 2014 and August 31, 2013, we did not use MNP

LLP for non-audit professional services or preparation of corporate tax

We do not use MNP LLP, for financial information system design

and implementation.

These services, which include designing or implementing a

system that aggregates source data underlying the financial statements or generates information that is significant to our financial

statements, are provided internally or by other service providers.

engage MNP LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission

adopted rules that require that before our independent auditors are engaged by

us to render any auditing or permitted non-audit related service, the engagement

approved by our audit committee (which consists of our entire board of

entered into pursuant to pre-approval policies and procedures established

by the board of directors, provided the policies and procedures are detailed

as to the particular service, the board of directors is informed of each

service, and such policies and procedures do not include delegation of the

board of directors' responsibilities to management.

Our board of directors pre-approves all services provided by

our independent auditors.

All of the above services and fees were reviewed and

approved by the board of directors either before or after the respective

services were rendered.

Our board of directors has considered the nature and amount of

fees billed by our independent auditors and believes that the provision of

services for activities unrelated to the audit is compatible with maintaining

our independent auditors independence.

Exhibits, Financial

Statement Schedules

There were no audit related fees paid to Davidson & Company LLP for the fiscal year ended August 31, 2023 or for the fiscal year ended August 31, 2022.

Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.

These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions.

For the fiscal years ended August 31, 2023 and August 31, 2022, we did not use Davidson & Company LLP for non-audit professional services or preparation of corporate tax returns.

We do not use Davidson & Company LLP, for financial information system design and implementation.

These services, which include designing or implementing a system that aggregates source data underlying the consolidated financial statements or generates information that is significant to our consolidated financial statements, are provided internally or by other service providers.

We do not engage Davidson & Company LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:

approved by our audit committee (which consists of our entire board of directors);

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

Our board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.

Exhibits, Financial Statement Schedules

Financial Statements

Financial statements for our Company are listed in the

index under Item 8 of this document

All financial statement schedules are omitted because

they are not applicable, not material or the required information is shown

in the financial statements or notes thereto.

Articles of Incorporation dated November 24, 2004

(incorporated by reference on our Registration Statement on Form SB-2

filed January 9, 2006)

Bylaws (incorporated by reference on our Registration

Statement on Form SB-2/A filed March 6, 2006)

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

and Miranda U.S.A.

(incorporated by reference on our

Registration Statement on Form SB-2 filed January 9, 2006)

Exploration Agreement with Options for Joint Venture

between our company and Miranda U.S.A.

(incorporated by reference on

our Registration Statement on Form SB-2 filed January 9, 2006)

Amended Exploration Agreement between our company and

Miranda U.S.A.

(incorporated by reference on our Registration

Statement on Form SB-2 filed January 9, 2006)

Consulting Agreement between our company and KGE

Management Ltd.

(incorporated by reference on our Registration Statement

on Form SB-2 filed January 9, 2006)

Assignment Agreement with 0743608 B.C.

(incorporated

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

Financial statements for our Company are listed in the index under Item 8 of this document

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

Articles of Incorporation of Enertopia Corp.

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

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

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

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

Consulting Agreement dated December 6, 2021 with Terry Gaylon.

Hydrogen Asset Purchase Agreement dated December 6, 2021

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

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

Consulting Agreement with Mr.

Robert McAllister dated

December 1, 2008

Joint Venture Agreement with The Green Canvas Ltd.

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

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

Code of Ethics (incorporated by reference by from our

annual report on Form 10-KSB filed on November 29, 2007).

Certification pursuant to Rule 13a-14 and Rule 15d-14(a),

promulgated under the Securities and Exchange Act of 1934, as amended

(Chief Executive Officer).

Certification pursuant to Rule 13a-14 and Rule 15d-14(a),

promulgated under the Securities and Exchange Act of 1934, as amended

(Chief Financial Officer).

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

Consulting Agreement with Mr.

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

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

Certification pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended (Chief Executive Officer).

Certification pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended (Chief Financial Officer).

Certification pursuant to 18 U.S.C.

Section 1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief

Executive Officer).

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

Certification pursuant to 18 U.S.C.

Section 1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief

Financial Officer).

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

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

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

* Filed herewith.

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERTOPIA CORP.

/s/ Robert McAllister

Robert McAllister

President and Director

Principal Executive Officer

February 1, 2024.

/s/ Allan Spissinger

Allan Spissinger CPA, CA

Chief Financial Officer

Principal Financial Officer and Principal

Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of

1934, this report has been signed below by the following persons on behalf of

the registrant and in the capacities and on the dates indicated.

Principal Financial Officer and Principal Accounting Officer

February 1, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Robert McAllister

Robert McAllister

President and Director

Principal Executive Officer

February 1, 2024.

/s/ Allan Spissinger

Allan Spissinger CPA, CA

Chief Financial Officer

Principal Financial Officer and Principal

Accounting Officer

Principal Financial Officer and Principal Accounting Officer

February 1, 2024.

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 9A. Controls and Procedures