What changed in this filing

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Item 9A. Controls and Procedures

2024-11-25 compared with 2023-11-29 · 59 added, 29 removed, 280 unchanged (24% of the section changed)

30 unchanged sentences

Position Held with our Company

Date First Elected

Robert McAllister

President, Chief Executive Officer, and Director

November 2007

Age Date First Elected

Robert McAllister President, Chief Executive Officer, and Director 64 November 2007

April 14, 2008

Allan Spissinger

Chief Financial Officer and Director

August 16, 2022

August 18, 2022

Allan Spissinger Chief Financial Officer and Director 55 August 16, 2022

Kevin Brown Director 59 August 18, 2022

John Nelson Director 66 August 18, 2022

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

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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.

Insider Trading Policies and Procedures

The Company has adopted an insider trading policy, (the "Insider Trading Policy"), overseen by the Company's corporate secretary, that applies to all (i) directors, (ii) executive officers and (iii) employees who are exposed to insider information (together, the "Covered Persons").

The Insider Trading Policy prohibits the use of material non-public information obtained by Covered Persons through their involvement with the Company when making decisions to purchase, sell, give away or otherwise trade in the Company's securities or to provide such information to others outside the organization.

Under the Insider Trading Policy, material non-public information includes, among other things, significant changes in the Company's prospects, significant write-downs, liquidity problems, changes in management, extraordinary borrowings, changes in debt, planned public offerings or any other information that may be deemed material to the Company or the Company's prospects.

Further, we have established black-out periods to which all Covered Persons are subject, including quarterly black-out periods, which commence three weeks before the end of each quarter and continue until the quarterly results are disclosed by filing the Company's Quarterly Report on Form 10-Q or Annual Report on Form 10-K.

The Company may impose black-out periods from time to time as other types of material non-public information occur when material non-public events or disclosures are pending.

If the Company imposes a special black-out period, the Company will notify Covered Persons accordingly.

Covered Persons are permitted to trade in the Company's securities only when there is no black-out period in effect and such trade has been pre-cleared by the Company's corporate secretary, or when a qualified 10b5-1 plan has been established in accordance with federal securities laws.

Clawback Policy

While the Company does not presently have in place any significant incentive compensation agreements or awards related to the Company's overall financial performance, the Company's board of directors has adopted a clawback policy in order to comply with federal securities laws.

As such, we have adopted a clawback policy in which we may seek the recovery or forfeiture of incentive compensation paid by us, including cash, equity or equity-based compensation, in the event we restate our financial statements under certain circumstances.

The clawback policy applies to our Section 16 officers, any employee who was eligible to receive incentive compensation and whose conduct contributed to the need for a restatement, and any other former Section 16 officer or other employee who contributed to the need for such restatement.

Board of Directors Role in Risk Oversight

Members of the board of directors have periodic meetings with management and the Company's independent auditors to perform risk oversight with respect to the Company's internal control processes.

The Company believes that the board of directors' role in risk oversight does not materially affect the leadership structure of the Company.

The Company believes that its founders, leadership team and members of the board of directors exemplify diversity and inclusivity with respect to race, sex and ethnic origin.

The board of directors presently has two diverse directors and is in the process of reviewing and vetting a female candidate to serve as a director.

As such, the Company anticipates being in full compliance with Nasdaq's newly adopted diversity requirements by the end of its first year of listing.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended August 31, 2024

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, 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

(a) our principal executive officer;

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended August 31, 2024 and 2023;

(c) 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:

3 unchanged sentences

President and Director 2024

Allan Spissinger (2) CFO

Allan Spissinger (2)

John Nelson (3)

Director 2024

Kevin Brown (4)

Director 2024

(1) On November 30, 2007, Mr.

13 unchanged sentences

Employment/Consulting Agreements

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.

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.

This has been deferred starting July 1, 2024.

On September 1 2023, a consulting contract was entered into with remuneration set at $7,500 per quarter plus GST was entered into with Mr.

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.

23 unchanged sentences

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

OPTION AWARDS STOCK AWARDS

Unexercisable

McAllister 500,000

250,000 - - $0.05

$0.07 2025/12/14

2026/12/06 - - - -

Allan Spissinger 1,000,000 - - $0.06 2027/08/18 - - - -

Brown 500,000 - - $0.06 2027/08/18 - - - -

Nelson 500,000 - - $0.06 2027/08/18 - - - -

Option Exercises

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

During our fiscal year ended August 31, 2024 and 2023, no 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 directors.

During the first quarter of 2024, the Company established director fees of CAN$1,500 per quarter per director that is paid to two directors.

Directors, from time to time may be granted stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

7 unchanged sentences

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

Name and Address of Beneficial Owner

Name and Address of Beneficial Owner Amount and

Ownership Percentage

Robert McAllister

Kelowna, British Columbia, Canada 7,755,000 (1) 5.00%

7,755,000 (1)

Allan Spissinger

Langley, British Columbia, Canada 1,000,000 (2) 0.64%

1,000,000 (2)

Kelowna, British Columbia, Canada 800,000 (3) 0.52%

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

(1) Includes:

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

1 unchanged sentence

7,005,000 common shares.

(2) Includes:

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

(3) Includes:

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

300,000 common shares.

(4) Includes:

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

6 unchanged sentences

• Incurred $95,000 (2023 - $114,000) 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:

As at August 31, 2024, the accounts payable to the President of the Company was $0 (2023:

$17,196) of which $17,159 were accrued wages.

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

2 unchanged sentences

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 Company incurred $9,609 in Director consulting fees (2023-$13,500) (Note 11).

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

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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:

August 31, August 31,

Audit Fees 29,221 22,358

Audit Related Fees -

All Other Fees 14,781 14.876

Total 44,002 37,234

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, 2024.

14 unchanged sentences

Exhibits, Financial Statement Schedules

Financial Statements

(a) Financial Statements

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

(2) 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.

Exhibit Description

3.1 Articles of Incorporation of Enertopia Corp.

18 unchanged sentences

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

95 Technical Report

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

30 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures