Item 1. Business
Item 1. Business
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this annual report and unless otherwise indicated, the terms "we", "us", "our", "our Company, "the Company", and "Enertopia" mean Enertopia Corp.
General Overview
Enertopia Corp. was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004.
Enertopia is focused on building shareholder value through a combination of our Nevada Lithium claims and intellectual property & patents in the green technology space.
The Company controls 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,818 acres of land administrated by the BLM on February 25, 2022. T he Company has been focused on using modern technology on extracting lithium and verifying or sourcing other intellectual property in the EV & green technology sectors in developing environmental solutions. In May and August 2023, it announced three non-provisional patents applicable to the above sectors.
The address of our principal executive office is #7 1873 Spall Rd., Kelowna, British Columbia V1Y 4R2. Our telephone number is (250) 870-2219. Our current location provides adequate office space for our purposes at this stage of our development.
Summary of Recent Business
During May of 2022, the Company began filing two provisional patents in the Clean Technology segment of our business with 2 more filings occurring during May and August of 2022 for a total of four filings.
On August 15, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia Rainmaker TM By cooling the backside of the PV panels below the dew point the atmospheric moisture condenses on the back side of the panel and drips as rain into the tray collecting the water.
On January 9, 2023, the Company's shares began trading on the Canadian Securities Exchange ("CSE") under the trading symbol ENRT.
On January 12, 2023 the Company announced the filing of Non provisional patent #4, known as the EMS filed November 2, 2022. The EMS is a battery monitoring technology that helps to increase the life and health of monitored battery packs.
On March 22, 2023, the Company held its 2023 annual meeting of stockholders At the Annual Meeting, the Company's stockholders voted on (1) the election of the following individuals to the board of directors: Robert McAllister, Kevin Brown, John Nelson; (2) the ratification of the appointment of Davidson & Company LLP ("Davidson & Company") as the Company's independent registered public accounting firm for the year ending August 31, 2023; (3) approval of the increase in the Company's authorized share capital to 500,000,000 shares of common stock; (4) advisory vote on executive compensation; and (5) approval of the Company's 2023 stock option plan. All proposals were approved.
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During February 2024, we received comments from the USPTO (United States Patent and Trademark Office) that the USPTO has declined our application for the Enertopia Solar Booster TM . We will not be pursuing this application any further. As a result, the 1,000,000 shares in escrow that were issued upon the condition of the granting of the patent will be returned to Treasury for cancellation. As of August 31, 2024 the shares were still in escrow.
The Company held its AGM on May 17, 2024. On May 21, 2024 the Company reported on form 8-K that all resolutions were passed, which included a resolution for the Directors to consolidate the shares of the company based on a range of 1-5 to 1-20 consolidation. The exact number to be determined at the time the Directors decide to proceed with the share consolidation. At the time of filing of this report there has not been a decision to proceed with the share consolidation.
Chronological Overview of our Business over the Last Five Years
On October 28, 2019, the Company signed an LOI with Eagle Plains Resources Ltd. ("Eagle Plains"). To earn up to 75% interest in the Pine Channel gold project in Saskatchewan, Canada (the "Pine Channel SK Property"). The terms of the LOI included periodic payments cash payments, exploration expenditures, as well as issuance of common shares of the Company. Upon signing the LOI, the Company issued 1,000,000 of its common shares to Eagle Plains, valued at $11,489.
On December 13 th 2019 the Company dropped the LOI with Eagle Plains Resources Ltd.
On December 31 st 2019 the Company dropped its Canadian Securities Listing (CSE).
On December 31 st 2019 the Company accepted the resignation of directors Kristian Ross and Kevin Brown.
On February 11 th 2020 the Company signed a 1% Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $200,000. The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.
On February 25 th 2020 the Company signed Mark Snyder to a one year Technology Advisory Board. Monthly contract rate of $1,000 per month and the issuance of 2,000,000 stock options valid for two years at a strike price of $0.02 per share.
On April 2, 2020 the Company announced its maiden 43-101 Lithium resource report. The project this report referenced was sold on May 5, 2022 for $1,050,000 in cash and 3,000,000 shares of Cypress Development Corp (renamed to Century Lithium), plus a $50,000 cash deposit received February 24, 2022.
On October 30 th , 2020 the Company signed a 1% Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $250,000. The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.
On February 25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,760 acres of land administrated by the BLM.
During May of 2022, the Company began filing two provisional patents in the Clean Technology segment of our business with 2 more filings occurring during May and August of 2022 for a total of four filings.
On August 15, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia Rainmaker TM By cooling the backside of the PV panels below the dew point the atmospheric moisture condenses on the back side of the panel and drips as rain into the tray collecting the water.
On January 12, 2023 the Company announced the filing of Non provisional patent #4, known as the EMS filed November 2, 2022. The EMS is a battery monitoring technology that helps to increase the life and health of monitored battery packs.
On November 2, 2023 the Company announced completion of its National Instrument 43-101 technical report for the West Tonopah (WT) Lithium Project (filed in on form 8K November 2, 2023). Key data from the report include:
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• Current geological modeling has separated the project into two mineral resource areas; the higher-lithium grade western area defined by 18 sonic drillholes, and the lower-lithium grade eastern area defined by 4 sonic drillholes.
• The western resource area is estimated to contain 212,000 tonnes lithium carbonate equivalent (LCE) of indicated mineral resources at 609 parts per million (ppm) lithium and 420,000 tonnes LCE of inferred mineral resources at 722 ppm.
• The lithium-claystone mineralization occurs in the near surface (between zero and approximately 70 feet of overburden).
• High-grade western resource zone currently accounts for 100% of the indicated and 94.4% of the inferred mineral resources at the WT Lithium Project.
• There is good potential for the indicated portion of the mineral resources in the west resource area to increase because the indicated resource is restricted to the current depth of the drilling with continuing mineralization evident at the end-of-hole depths in several drillholes.
On January 19, 2024 the Company announced that one of the co inventors in CapNtrack was over come by a sudden illness and has passed away. After discussions with the Estate, Enertopia and the Estate have entered into a mutual Release and Settlement Agreement. Based on the terms of the Agreement the 2,500,000 shares held in escrow will be returned to Treasury for cancellation. Also, the 25% interest in CapNtrack held by the deceased co-inventor has been returned to Enertopia. Enertopia now has a 76% ownership interest in CapNtrack with the remaining inventor holding the remaining 24% interest.
During February 2024, we received comments from the USPTO (United States Patent and Trademark Office) that the USPTO has declined our application for the Enertopia Solar Booster TM . We will not be pursuing this application any further. As a result, the 1,000,000 shares in escrow that were issued upon the condition of the granting of the patent will be returned to Treasury for cancellation. As of August 31, 2024 the shares were still in escrow.
On May 29, 2024 the Company announced results of solution testing work performed on lithium mineralized material from our 2023 drill program on our West Tonopah Lithium project. Highlights of the process development and laboratory work completed to-date:
HCL acid leaching - extraction of 97% lithium is achieved with 4 hours of retention time at 60 degrees C.
HCL acid leaching - extraction of 91% lithium is achieved with 1 hour of retention time at 60 degrees C.
Sulphuric acid leaching - extraction of 91% lithium is achieved with 4 hours of retention time at 60d degrees C.
Sulphuric acid leaching - extraction of 79% lithium is achieved with 1 hour of retention time at 60 degrees C.
Distilled water leaching for baseline test - extraction of 1% lithium is achieved with 24 hours or retention time at 23degrees C.
The Company held its AGM on May 17, 2024. On May 21, 2024 the Company reported on form 8-K that all resolutions were passed, which included a resolution for the Directors to consolidate the shares of the company based on a range of 1-5 to 1-20 consolidation. The exact number to be determined at the time the Directors decide to proceed with the share consolidation. At the time of filing of this report there has not been a decision to proceed with the share consolidation.
Our Current Business
Enertopia is engaged in the business of Lithium exploration at their Nevada claims, along with performing research and development and holding intellectual property & non provisional pending patents in the green technology space.
Mineral Property
West Tonopah Lithium
On February 25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,818 acres of land administrated by the BLM. The property is in good standing until September 1, 2025. Estimated respective yearly holding fees to the BLM $17,600 and $1,068 to Esmeralda County NV.
Enertopia Claim name
State or Federal Agency
Claim number from
Claim number to
MS 1-88
BLM
NV 105296951
NV 105297038
MS 1-88
Esmeralda County, NV
230856
230943
Company completed its maiden drill program in June 2022, second phase drill program April 2023 and has a published S-K 1300 Technical Resource report. Further information can be found at www.enertopia.com.
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TECHNOLOGY
The company continues to test off-the-shelf technology under the potential for lower capex scenarios in lithium extraction.
NON PROVISIONAL PATENTS
On May 23, 2022 the Company announced the filing of Non provisional patent #1, known as the Enertopia Solar Booster TM . The Enertopia Solar Booster captures heat from the solar panels, increasing PV output enhancing production and increasing the lifetime of the PV panels. On January 19, 2024 the Company announced that the USPTO had declined our Non provisional patent application and the Company has determined not to pursue the application.
On May 23, 2022 the Company announced the filing of Non provisional patent #2, known as Enertopia Heat Extractor TM Heat Extractor Technology can be used behind the PV panels or in a glazed format on their own to create liquid temperatures to 200 degrees F and is undergoing USPTO review.
On August 15, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia Rainmaker TM By cooling the backside of the PV panels below the dew point the atmospheric moisture condenses on the back side of the panel and drips as rain into the tray collecting the water, and is undergoing USPTO review.
On November 4, 2021, the Company announced the provisional patent filing known as Energy Management System, this was subsequently filed as a non-provisional patent on November 2, 2022, and is undergoing USPTO review.
Summary
The continuation of our business is dependent upon obtaining further financing, a successful program of development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing.
Employees
We primarily used the services of sub-contractors and consultants for our intended business operations. Our technical consultant is Mr. McAllister, our president, CEO and a director.
On November 30, 2007, Mr. McAllister was appointed as our President and on April 14, 2008 he was appointed as a director. On 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 July 1, 2024, Mr. McAllister voluntarily suspended and terminated accrual of these consulting fees.
The Company has a consulting agreement with the CFO of the Company Mr. Allan Spissinger for corporate administration and consulting services for $7,500 per quarter plus goods and services tax ("GST") on a continuing basis.
We do not expect any material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed.
Research and Development
We have incurred $313,241 in research and development expenditures over the last two fiscal years.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.