What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-12-16 compared with 2024-11-25 · 102 added, 60 removed, 348 unchanged (32% of the section changed)

7 unchanged sentences

We have audited the accompanying consolidated balance sheets of Enertopia Corp.

(the “Company”), as of August 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the years ended August 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position Enertopia Corp.

(the “Company”), as of August 31, 2025 and 2024, and the related consolidated statements of stockholders’ equity (deficit), operations and comprehensive loss, and cash flows for the years ended August 31, 2025, and 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Enertopia Corp.

as of August 31, 2025 and 2024, and the results of its operations and its cash flows for the years ended August 31, 2025, and 2024 in conformity with accounting principles generally accepted in the United States of America.

1 unchanged sentence

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Except for the matter described in the Going Concern section, we have determined that there are no other critical audit matters to communicate in our auditor’s report.

Except for the matter described in the Going Concern section, we have determined that there are no other critical audits matters to communicate in our auditor’s report.

We have served as the Company's auditor since 2017.

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Chartered Professional Accountants

November 22, 2024

December 15, 2025

ENERTOPIA CORP.

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Total Liabilities

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY (DEFICIT)

Share Capital (Note 8)

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Non-controlling interest

Total Stockholders' Equity

Total Stockholders' Equity (DEFICIT)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

1 unchanged sentence

ENERTOPIA CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Expressed in U.S.

PAID-IN CAPITAL

STOCKHOLDERS'

EQUITY (DEFICIT)

Balance, August 31, 2023

Warrants issued for cash

Non controlling interest

1 unchanged sentence

Balance, August 31, 2024

Warrants issued for cash

Common stock issued for reverse stock split fractional share round up

Common stock issued for cash

Common stock issued for cash exercise of warrants

Stock based compensation

Non controlling interest

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ENERTOPIA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S.

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Office and miscellaneous

Mineral exploration costs (Note 5)

Research and development (Note 6)

Mineral exploration costs

Research and development

Total expenses

Loss for the period before other items

Loss for the year before other items

Other income (expense)

Foreign exchange gain (loss)

Realized gain (loss) on marketable securities

Realized foreign exchange gain (loss) on marketable securities

Unrealized gain (loss) on marketable securities

Realized loss on marketable securities

Realized foreign exchange loss on marketable securities

Unrealized gain on marketable securities

Unrealized foreign exchange gain (loss) on marketable securities

Net income (loss) for the period

Net loss for the year

Net income (loss) attributable to:

1 unchanged sentence

Non controlling interest

Basic and diluted loss per share

Basic and diluted income (loss) per share

Basic and diluted

1 unchanged sentence

Basic and diluted (1)

(1) The number of common shares outstanding decreased as a result of a reverse stock split on January 10, 2025 (Note 8).

As a result, the computation of all per-share amounts have been adjusted retroactively to reflect that change in capital structure.

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

5 unchanged sentences

Changes to reconcile net loss to net cash used in operating activities

Stock based compensation

Unrealized (gain) loss on marketable securities

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Cash flows from financing activities

Net proceeds from common shares issued for cash

Net proceeds from warrants exercised

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Supplemental information of cash flows:

Cash paid for interest

Cash paid for taxes

5 unchanged sentences

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

The Company is an independent natural resource company engaged in the exploration, development, and acquisition of natural resources in the United States.

The Company is exploring the West Tonopah Lithium Project ("West Tonopah") in the Big Smokey Valley, Nevada.

The Company is also developing various renewable energy technologies.

The Company is engaged in the business of Lithium exploration at their Nevada claims, along with holding intellectual property & patents in the green technology space.

The Company's office is located in Kelowna, B.C., Canada.

1 unchanged sentence

The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business for the foreseeable future.

The Company had a working capital of $ 16,098 as at August 31, 2024 (2023 - $ 1,015,108 ).

The Company had a working capital deficit of $ 210,100 as at August 31, 2025 and working capital of $ 16,097 as at August 31, 2024.

As at August 31, 2025 the Company has incurred cumulative losses of $ 16,031,753 that raises substantial doubt about its ability to continue as a going concern.

110 unchanged sentences

Research and development costs are expensed as incurred.

Comparative Information

The Company reclassified certain balances related to operations in the comparative period to conform with the current presentation.

There has been no impact on net loss, comprehensive loss, or net assets as a result of the changes.

Reverse Stock Split

On January 10, 2025, the Company effectuated a 1 for 20 reverse stock split of its issued and outstanding common stock, rounding up to account for any fractional shares (the "Reverse Stock Split").

The Reverse Stock Split had no effect on the Company's authorized shares of common stock and the par value will remain unchanged at $0.001.

All common stock share, option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively adjusted in these consolidated financial statements and related disclosures.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segments Disclosures.

The amendments enhance disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions.

The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued.

The Company will adopt ASU 2023-07 for the fiscal year ended August 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires all public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses.

The amendments are effective for the Company in fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 27, 2027.

Early adoption is permitted on either a prospective or retrospective basis.

The Company is currently evaluating the guidance and its impact to the financial statements.

MARKETABLE SECURITIES

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

The 3,000,000 shares were initially restricted for trade, as of August 31, 2024 all shares are tradable.

Marketable securities as at August 31, 2024 consist of the Company's investment in 3,000,000 shares of Century of which a total of 2,649,700 were sold by August 31, 2024 leaving 350,300 shares.

As at August 31, 2025 the Company has disposed of all 3,000,000 shares of Century.

As at August 31, 2025, the movement in the Company's marketable securities is as follows:

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Sample Assays

Travel & Misc

Travel, Storage & Misc

Total Exploration

RESEARCH AND DEVELOPMENT

Clean Technologies

On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100 % ownership and rights to the hydrogen technology ("Hydrogen Technology").

By acquiring this Hydrogen Technology, the Company is currently researching the opportunity to create process gas that can be used in commercial, industrial and mining applications by splitting the hydrogen from water via electrolysis.

The technology is still in the research and development phase and is not commercially feasible as at the year ended August 31, 2024.

The technology has advanced to the prototype phase and the provisional patent number 63/782/745 was filed with the USPTO on April 3, 2025.

On February 11, 2025, the United States Patent Trademark Office (USPTO) notified the Company that patent #12224704 had been issued for the Heat Recovery System.

On February 18, 2025 The USPTO notified the Company that patent #12231085 had been issued.

This system has also been Trademarked as the "ENERTOPIA RAINMAKER".

Energy Management System ("EMS")

On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100 % ownership and rights to their Provisional Patent Pending EMS.

The Company created a Joint Venture ("JV") with 76 % controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS.

As at the period ended date of August 31, 2024, there have been no operations in the JV and only insurance costs have been incurred.

The Company created a Joint Venture ("JV") with 51 %, now 76 %, controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS.

As of August 31, 2025, one of the co inventors passed away.

At this time the 2.5 million shares pre share consolidation, 125,000 post consolidation shares are being reviewed by all parties with respect to the necessary probate and other paperwork to be released or cancelled.

As at the period ended date of August 31, 2025, there have been no operations in the JV and only office costs have been incurred.

On November 19, 2024 the USPTO notified the Company that patent number 12149091 was issued for EMS (Energy Management System).

The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the year end date of August 31, 2025.

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As at August 31, 2025, the accounts payable to the President of the Company was $ 27,861 , (2024:

• Incurred $ 30,000 (2023 - $ 20,000 ) to the Chief Financial Officer of the Company in consulting fees.

• Incurred $ 30,000 (2024 - $ 30,000 ) to the Chief Financial Officer of the Company in consulting fees, and $ 13,419 in stock based compensation expense (2024 - $ 0 ).

• The Company incurred $ 365 (2024 - $ 776 ) to a director of the Company in geological consulting services.

• The Company incurred $ 9,297 in director fees to directors of the Company.

At the Annual General Meeting held in May of 2024, the Company was granted Shareholder approval to perform a share consolidation of between 5-1 to 20-1 shares outstanding while keeping the authorized share capital at 500 million shares.

As of November 22, 2024, no share consolidation has been approved by the board of directors.

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

On February 22, 2023 the Company issued 50,000 shares on the exercise of 50,000 warrants at $ 0.04 per warrant (Note 9).

• The Company incurred $ 4,384 (2024 - $ 9,297 ) in director fees to directors of the Company and $ 16,104 in stock based compensation expense (2024 - $ 0 ).

The Company is authorized to issue up to 500 million shares.

During the year ended August 31 2025 the Company issued 1,089 post consolidation round up shares for the fractional shares with respect to the Companies 1 for 20 share consolidation with the effective date of January 10, 2025.

During the year ended August 31, 2025, the Company issued:

1,040,000 units for CAD$ 0.10 per unit, that included one common share and one whole warrant, exercisable at $ 0.10 per warrant for two years expiring May 8, 2027 for gross proceeds of CAD$ 104,000 ($ 73,084 ).

A cash finder's fee of CAD$ 2,400 and 74,000 full broker warrants valued at $ 6,915 (Note 9) was paid to third parties.

1,040,000 common shares for $ 0.10 per share for gross proceeds of $ 104,000 .

A cash finder's fee of $ 1,120 was paid to third parties.

500,000 common shares for the exercise of 500,000 warrants at $ 0.10 per warrant (Note 9).

As at August 31, 2025 the Company had 10,339,394 shares issued and outstanding (2024 - 7,758,305 ).

As at August 31, 2025 the Company had 175,000 (2024 - 350,000 ) shares held in escrow by our transfer agent in connection with the purchase of Clean energy pending patent approvals.

125,000 of the shares held in Escrow are being reviewed by all parties with respect to the necessary probate and other paperwork to be released or cancelled with respect to the issuance of the Energy Management System Patent, United States Patent Trademark Office (USPTO) #12149091, as per the terms and conditions of the contract.

STOCK OPTIONS AND WARRANTS

12 unchanged sentences

Management plans to issue all new option grants under the 2023 Plan and to cancel the 2014 Plan once all currently issued options are either exercised or expire.

During the years ended August 31, 2024, and 2023, the Company did not issue any options.

During the year ended August 31, 2024 and 2023, the Company recorded $ 0 as stock-based compensation expense.

During the year ended August 31, 2023 no options were exercised and 1,750,000 options expired unexercised.

During the years ended August 31, 2025, and 2024, the Company issued 510,000 and 0 options.

During the years ended August 31, 2025 and 2024, the Company recorded $ 54,751 and $ 0 as stock-based compensation expense.

The options were valued using the Black Scholes model with the following inputs:

exercise price $ 0.15 , expected life of 3 years, volatility of 230 %, dividend rate of $ 0 , and risk free rate of 4.02 %.

During the years ended August 31, 2025 and 2024, no options were exercised.

A summary of the changes in stock options is presented below:

Exercise Price $

Average Exercise

Weighted Average

Remaining Life

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Exercise Price $

Number of Options

Remaining Life

2 unchanged sentences

The intrinsic value of the stock options was $ 249,378 .

There were no warrants issued during the years ended August 31, 2024 and 2023.

During the year ended August 31, 2025, 1,040,000 whole warrants were issued as part of units issued in the private placement that closed during May 2025, and 74,000 whole broker warrants.

The warrants expire on May 8, 2027, with an exercise price of $ 0.10 during the 24-month period.

The warrants were valued at $ 97,184 and $ 6,915 , respectively, and included in additional paid in capital.

As of August 31, 2025, the intrinsic value of the warrants was $ 180,270 .

There were no warrants issued during the year ended August 31, 2024.

During the year ended August 31, 2025 and 2024, 500,000 and 0 warrants were exercised, respectively and for $ 50,000 and $ 0 , respectively.

A summary of warrants as at August 31, 2024 and August 31, 2023 is as follows:

Weighted Average

A summary of warrants as at August 31, 2025 and 2024 is as follows:

Number of Warrants

Exercise Price

Weighted Average Exercise Price

Balance, August 31, 2023

Balance, August 31, 2024

The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $ 9,500 per month plus goods and services tax ("GST") on a continuing basis, this contract has been deferred since July 1, 2024 pending financing conditions.

Balance, Aug 31, 2025

Exercise Price

Intrinsic Value

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

The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $ 9,500 per month plus goods and services tax ("GST") on a continuing basis, this contract has been suspended since July 1, 2024 pending financing conditions.

The Company has a consulting agreement with the CFO of the Company for corporate administration and consulting services for $ 7,500 per quarter plus goods and services tax ("GST") on a continuing basis.

The Company has a rental agreement for a corporate office for CAD$ 853 per month plus GST.

The agreement expires December 31, 2024.

The Company has a director fee agreement with two directors for CAD$ 1,500 each plus GST per quarter, the financial terms of the agreement have been suspended since Feb 28, 2025 pending improvement in financing conditions.

The Company has a rental agreement for a corporate office for CAD$ 725 per month plus GST runs month to month.

Rent expense for the years ended August 31, 2025 and 2024 were $ 7,148 and $ 8,300 , respectively.

PREPAID EXPENSES AND DEPOSITS

3 unchanged sentences

Fees and Dues

Legal & Professional

Office Expenses

Research & Development

Total Prepaid Expenses& Deposits

22 unchanged sentences

The Company is centrally managed and its chief operating decision maker, being the CEO, uses the consolidated and other financial information to make operational decisions and to assess the performance of the Company.

The Company has increased its reportable segments from one to three during the year ended August 31, 2022.

The decision for this change was made keeping in mind the Company's strategic direction and the need to better report the results for each of the identified three reportable segments:

The Company has three reportable segments:

Natural Resources, Technology and Corporate, none of which are revenue generating as at the year ended date of August 31, 2025.

Long term Assets

United States of America

Balance August 31, 2024

Natural Resources

6 unchanged sentences

Balance August 31, 2025

Natural Resources

Consolidated Total

August 31, 2024

1 unchanged sentence

Total Assets (Note 4, 5)

Long term Assets

United States of America

Balance August 31, 2024

SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these consolidated financial statements were issued.

Based on our evaluation the are no material events have occurred that require disclosure.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosur e

Based on our evaluation the following material events have occurred that require disclosure.

As of December 15th, 2025, 105,000 options with an exercise price of $ 1.00 expired unexercised.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.

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 7A. Quantitative and Qualitative Disclosures About Market Risk