What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-16 compared with 2024-11-25 · 38 added, 50 removed, 289 unchanged (23% of the section changed)

22 unchanged sentences

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, 2025 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

5 unchanged sentences

Position Held with our Company

Age Date First Elected

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

Date First Elected

Robert McAllister

President, Chief Executive Officer, and Director

November 2007

April 14, 2008

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

Allan Spissinger

Chief Financial Officer

August 16, 2022

August 18, 2022

Business Experience

95 unchanged sentences

and Principal

McAllister (1)

President and Director 2024

Robert McAllister (1)

Allan Spissinger (2)

John Nelson (3)

Director 2024

Kevin Brown (4)

Director 2024

(1) On November 30, 2007, Mr.

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

On July 31, 2017, Mr.

McAllister was appointed interim CFO.

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

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

On August 16 th , 2022 Mr.

McAllister resigned from the interim CFO position.

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.

McAllister voluntarily suspended and terminated accrual of these consulting fees commencing in July 2024 pending financing.

(2) On August 16, 2022, Mr.

10 unchanged sentences

Grants of Plan-Based Awards Table

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 November 12, 2020 the Company signed Flathead Business Solutions to a 12 month contract for $12,000 and the issuance of 25,000 stock options valid for 5 years at $1.00 each.

On December 14, 2020 the Company signed Rodney Blake to a 12 month contract for the issuance of 5,000 stock options valid for 5 years at $1.00 each.

On December 14, 2020 the Company signed Albert Clark Rich to a 12 month contract for the issuance of 25,000 stock options valid for 5 years at $1.00 each.

On December 14, 2020 the Company issued 25,000 stock options to the CEO of the Company valid for 5 years at $1.00 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 December 14, 2020 the Company issued 50,000 stock options to a Consultant of the Company valid for 5 years at $1.00 each.

On February 25, 2020, the Company granted 100,000 stock options to a consultant of the Company with an exercise price of $0.40, 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 January 28, 2021 the Company signed Mark Snyder to a 12 month contract for $30,000 and the issuance of 100,000 stock options valid for 5 years at $2.80 each.

On February 4, 2021 the Company signed Barry Brooks to a 12 month contract for the issuance of 5,000 stock options valid for 5 years each at $3.60 each.

On February 5, 2021 the Company signed Paul Sandler to a 12 month contract for the issuance of 5,000 stock options valid for 5 years each at $3.60 each.

On February 5, 2021 the Company signed Bruce Shellinger to a 12 month contract for the issuance of 5,000 stock options valid for 5 years each at $3.60 each.

On February 5, 2021 the Company signed Richard Smith to a 12 month contract for the issuance of 5,000 stock options valid for 5 years each at $3.60 each.

On April 27, 2021 the Company signed Michael Cornelius to a 12 month contract for the issuance of 5,000 stock options valid for 5 years at $2.40 each.

On May 28, 2021, the Company issued 2,500 stock options to one of the consultants of the Company with an exercise price of $2.40 vested immediately, expiring May 28, 2026.

5 unchanged sentences

On August 18, 2022, the Company issued 100,000 stock options with an exercise price of $1.20 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).

50,000 to the Chief Financial Officer and 25,000 each to two directors of the Company.

On June 6, 2025, the Company issued 510,000 stock options with an exercise price of $0.15 vesting immediately, expiring June 5, 2028.

125,000 to the Chief Financial Officer, 75,000 each to two directors of the Company, and 235,000 to consultants.

Outstanding Equity Awards at Fiscal Year End

1 unchanged sentence

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

2 unchanged sentences

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.

In January of 2025, the director fees were discontinued pending financing.

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

8 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 Amount and

Ownership Percentage

Name and Address of Beneficial Owner

Robert McAllister

Kelowna, British Columbia, Canada

1,645,250 (1)

Allan Spissinger

16 unchanged sentences

50,000 Options which are exercisable at $1.20 into common shares;

125,000 Options which are exercisable at $0.15 into common shares;

(3) Includes:

25,000 Options which are exercisable at $1.20 into common shares;

75,000 Options which are exercisable at $0.15 into common shares;

15,000 common shares.

1 unchanged sentence

25,000 Options which are exercisable at $1.20 into common shares;

75,000 Options which are exercisable at $0.15 into common shares;

12,500 common shares.

7 unchanged sentences

$0) of which $0 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).

• 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).

As at August 31, 2025, the accounts payable to the Chief Financial Officer of the Company was $0 (2024:

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

The Company incurred $4,384 in fees for Directors and $365 in consulting fees (2024-$9,297 and $776 respectively) and $16,104 in stock based compensation expense (2024 - $0).

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

11 unchanged sentences

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2025 and for fiscal year ended August 31, 2024 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

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, 2025.

17 unchanged sentences

(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

Articles of Incorporation of Enertopia Corp.

33 unchanged sentences

Principal Executive Officer

November 22 2024.

December 15, 2025.

/s/ Allan Spissinger

2 unchanged sentences

Principal Financial Officer and Principal Accounting Officer

November 22, 2024.

December 15, 2025.

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.

3 unchanged sentences

Principal Executive Officer

November 22, 2024.

December 15, 2025.

/s/ Allan Spissinger

2 unchanged sentences

Principal Financial Officer and Principal Accounting Officer

November 22, 2024.

December 15 , 2025.

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