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Item 1. Financial Statements

2026-01-12 compared with 2025-07-14 · 68 added, 115 removed, 238 unchanged (43% of the section changed)

Financial Statements.

Our unaudited condensed financial statements for the nine-month period May 31, 2025 form part of this quarterly report.

Our unaudited condensed financial statements for the three-month period ended November 30, 2025 form part of this quarterly report.

They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

2 unchanged sentences

(Expressed in U.S.

Cash and cash equivalents

Marketable securities (Note 4)

Accounts receivable

4 unchanged sentences

Accounts payable and accrued liabilities

Accounts payable - Related Party

Due to related party (Note 6)

Total Liabilities

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY ( DEFICIT )

Share Capital (Note 7)

1 unchanged sentence

Issued and outstanding:

8,799,394 common shares at May 31, 2025 and 7,758,305 at August 31, 2024

10,339,394 common shares at November 30, 2025 and August 31, 2025

Additional paid-in capital (Note 8)

Equity attributable to shareholders of the Company

Equity ( Deficit ) attributable to shareholders of the Company

Non-controlling interest

Total Stockholders' Equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

Total Stockholders' Equity ( Deficit )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIT )

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

ADDITIONAL PAID-IN

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)

(Expressed in U.S.

PAID-IN CAPITAL

STOCKHOLDERS'

4 unchanged sentences

Balance, November 30, 2024

Common stock issued for reverse stock split fractional share round up

Non controlling interest

1 unchanged sentence

Balance, February 28, 2025

Common stock issued for cash

Non controlling interest

1 unchanged sentence

Balance, May 31, 2025

Non controlling interest

Warrant exercise for cash

Stock based compensation

Common stock issued for cash

Comprehensive loss

Balance, August 31, 2025

Non controlling interest

Comprehensive loss

Balance, November 30, 2025

Common stock issued for reverse stock split fractional share round up

Non controlling interest

Comprehensive loss

Balance, February 28, 2025

Common stock issued for cash

Comprehensive loss

Balance, May 31, 2025

(Expressed in U.S.

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

3 unchanged sentences

Three Months Ended

NINE MONTHS ENDED

Accounting and audit

10 unchanged sentences

Foreign exchange gain (loss)

Realized gain (loss) on marketable securities

Realized foreign exchange gain (loss) on marketable securities

Unrealized gain (loss) on marketable securities

Unrealized foreign exchange gain (loss) on marketable securities

Net income (loss) for the period

Net income (loss) attributable to:

Realized loss on marketable securities

Realized foreign exchange loss on marketable securities

Unrealized gain on marketable securities

Net loss for the period

Net loss attributable to:

Common shareholders

Non controlling interest

Basic and diluted income (loss) per share

Basic and diluted loss per share

Basic and diluted

1 unchanged sentence

Basic and diluted

(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 unaudited condensed consolidated interim financial statements.

2 unchanged sentences

(Expressed in U.S.

NINE MONTHS ENDED

Three Months Ended

Cash flows used in operating activities

Net Income (Loss)

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

Unrealized (gain) loss on marketable securities

Unrealized foreign exchange loss on marketable securities

Unrealized gain on marketable securities

Loss on disposal of marketable securities

6 unchanged sentences

Net cash used in operating activities

Cash flows used in investing activities

Cash flows provided from investing activities

Proceeds from sale of marketable securities

Net cash used in investing activities

Cash flows from financing activities

Net proceeds from common shares issued for cash

Net cash from financing Activities

Net cash provided from investing activities

Decrease in cash and cash equivalents

7 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2025

(Expressed in U.S.

The unaudited condensed consolidated interim financial statements for the period ended May 31, 2025 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

The unaudited condensed consolidated interim financial statements for the period ended November 30, 2025 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.

Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

5 unchanged sentences

The accompanying unaudited condensed consolidated interim 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.

The Company incurred net cash outflows from operating activities of $ 282,534 for the nine-months ended May 31, 2025 ($ 582,444 for the nine-months ended May 31, 2024) and as at May 31, 2025 has incurred cumulative losses of $ 15,853,921 that raises substantial doubt about its ability to continue as a going concern.

The Company incurred net cash outflows from operating activities of $ 56,456 for the three-months ended November 30, 2025 ($ 103,072 for the three-months ended November 30, 2024) and as at November 30, 2025 has incurred cumulative losses of $ 16,106,523 that raises substantial doubt about its ability to continue as a going concern.

Management has been able, thus far, to finance the operations through equity financing and cash on hand.

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Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

As of May 31, 2025 and August 31, 2024, cash and cash equivalents consisted of the following:

Cash equivalents

As of November 30, 2025 and August 31, 2025, the Company had cash only.

Accounting Estimates

37 unchanged sentences

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The Company's financial instruments consist primarily of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and due to related party.

The Company's financial instruments consist primarily of cash, accounts receivable, accounts payable and due to related party.

The carrying amounts of these financial instruments approximate their fair values due to their short maturities.

Cash and cash equivalents and marketable securities are in Level 1 within the fair value hierarchy.

The Company's operations are in United States of America and Canada, which results in exposure to market risks from changes in foreign currency rates.

8 unchanged sentences

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):

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

MARKETABLE SECURITIES

On May 4, 2022 ("Closing Date"), the Company announced the sale of its Clayton Valley unpatented mining claims to Cypress Development Corporation ("Cypress") and as a result of this transaction received 3,000,000 shares of Cypress along with $ 1,100,000 in cash.

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

As at May 31, 2025 the Company has disposed of all 3,000,000 shares of Century, of which 350,600 were sold during the nine-month period May 31, 2025 (nine-month period May 31, 2024 - 1,214,500 ).

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

Balance, August 31, 2024

Mark to market

Unrealized foreign exchange gain (loss)

Proceeds from disposal

Realized loss on disposal

Realized Foreign exchange loss on disposal

Balance, November 30, 2024

Balance, February 28, 2025

Balance, May 31, 2025

MINERAL PROPERTY

On February 25, 2022, the Company staked approximately 1,818 acres of unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $ 10,500 .

During the nine-months ended May 31, 2025, the Company expensed $ 23,124 relating to travel and storage expenses.

During the nine month period ended May 31, 2024, the Company expensed $ 57,444 in expenses relating to geologist work, sample assays, and travel expenses.

Sample Assays

Travel & Misc

On February 25, 2022, the Company staked unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $ 10,500 .

During the three-months ended November 30, 2025, the Company expensed $ 8,479 relating to storage expenses.

During the three-month period ended November 30, 2024, the Company expensed $ 8,490 in expenses relating to travel and storage expenses.

Travel, Storage & Misc

Total Exploration

10 unchanged sentences

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 May 31, 2025, one of the co inventors passed away.

As of November 30, 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 May 31, 2025, there have been no operations in the JV and only office costs have been incurred.

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

As at the period ended date of November 30, 2025, there have been no operations in the JV and only office costs have been incurred.

The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the period end date of November 30, 2025.

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

During the nine months ended May 31, 2025 and 2024 the Company incurred the following research and development expenses:

During the three months ended November 30, 2025 and 2024 the Company incurred the following research and development expenses:

Clean Technologies

Energy Management Systems

Total Research and Development

RELATED PARTY TRANSACTIONS

For the nine-month periods ended May 31, 2025, the Company was party to the following related party transactions:

The Company incurred $ 0 (May 31, 2024:

$ 85,500 ) to the President of the Company in consulting fees.

As at May 31, 2025, the Company had a balance owing of $ 8,744 owing to the President (August 31 2024, $ 0 )

The Company incurred $ 22,500 (May 31, 2024:

For the three-month periods ended November 30, 2025, and November 30, 2024, the Company was party to the following related party transactions:

As at November 30, 2025, the Company had a balance owing of $ 31,204 owing to the President (August 31 2025, $ 27,861 )

The Company incurred $ 7,500 (November 30, 2024:

$ 7,500 ) to the CFO of the Company in consulting fees.

The Company incurred $ 184 (May 31, 2024:

The Company incurred $ 0 (November 30, 2024:

$ 184 ) to a director of the Company in geological consulting services

The Company incurred $ 4,384 (May 31, 2024 $ 6,976 ) in total to two directors of the Company for director fees.

The Company incurred $ 0 (November 30, 2024 $ 2,173 ) in total to two directors of the Company for director fees.

SHARE CAPITAL

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

During the nine-month period May 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 .

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.

During the nine months ended May 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 .

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.

As at May 31, 2025 the Company had 8,799,394 (August 31, 2024:

During the three-month period ended November 30, 2025 and 2024 the Company did not issue any shares.

As at November 30, 2025 the Company had 10,339,394 (August 31, 2025:

10,339,394 ) shares issued and outstanding.

As at May 31, 2025 the Company had 175,000 (August 31 2024 - 350,000 ) shares held in escrow, that are included in the total shares issued and outstanding.

As at November 30, 2025 the Company had 175,000 (August 31 2025 - 175,000 ) shares held in escrow, that are included in the total shares issued and outstanding.

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.

2 unchanged sentences

On July 15, 2014, the shareholders approved and adopted at the Annual General Meeting the Company's 2014 Stock Option Plan.

The purpose of these Plans 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;

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;

encouraging eligible persons to remain with the Corporation or its affiliates;

8 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 nine-months ended May 31, 2025 the Company did not issue any options.

During the nine-months ended May 31, 2025 and 2024, the Company recorded $ 0 as stock based compensation expenses.

A summary of the changes in stock options for the nine-months ended May 31, 2025 is presented below:

Options Outstanding

During the three-months ended November 30, 2025 the Company did not issue any options.

During the three-months ended November 30, 2025 and 2024, the Company recorded $ 0 as stock-based compensation expenses.

A summary of the changes in stock options for the three-months ended November 30, 2025 is presented below:

Exercise Price $

2 unchanged sentences

Balance, August 31, 2024

Balance, May 31, 2025 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at May 31, 2025:

Balance, August 31, 2025 (Outstanding & Exercisable)

Balance, November 30, 2025 (Outstanding & Exercisable)

The Company has the following options outstanding and exercisable as at November 30, 2025:

Exercise Price

1 unchanged sentence

Balance outstanding and exercisable

During the period ended May 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 May 31, 2025, the intrinsic value of the warrants was $ 30,078 .

During the periods ended November 30, 2025 and November 30, 2024 no warrants were issued.

As of November 30, 2025, the intrinsic value of the warrants was $ 15,350 .

Exercise Price

1 unchanged sentence

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

There were no warrants outstanding as of 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, the financial terms of the contract have been suspended since July 1, 2024 pending improvement in financing conditions.

There were 614,000 warrants outstanding as of November 30, 2025.

The financial terms of the contract have been suspended since July 1, 2024 pending improvement in 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 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$ 853 per month plus GST that expires June 30, 2025.

Rent expense for the nine-months ended May 31, 2025 and 2024 were $ 5,470 and $ 6,441 , respectively.

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 on a month-to-month basis.

Rent expense for the three-months ended November 30, 2025 and 2024 were $ 1,564 and $ 1,879 , respectively.

SEGMENTED INFORMATION

2 unchanged sentences

The Company has three reportable segments:

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

Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date and for the period ended November 30, 2025.

Long term Assets

United States of America

Balance May 31, 2025

Balance November 30, 2025

Natural Resources

Consolidated Total

Other income (Note 4)

November 30, 2025

Total Assets (Note 4)

5 unchanged sentences

August 31, 2025

Other income (Note 4)

Total Assets (Note 4)

4 unchanged sentences

Fees and Dues

Legal & Professional

Office Expenses

1 unchanged sentence

SUBSEQUENT EVENTS

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

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

On June 6, 2025, the Company granted 510,000 stock options at $ 0.15 vesting on grant and expiring June 6, 2028.

125,000 were issued to an officer, 150,000 to directors, and 235,000 to consultants.

In June 2025, an officer and director of the company exercised 500,000 warrants at $ 0.10 for a total of $ 50,000 .

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

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.

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-Q

Item 1. Financial Statements