UNITED STATES


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedFebruary 28, 20222023

or

[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________________________ to _________________________________
Commission File NumberNumber: 000-51866

Enertopia Corporation

(Exact name of registrant as specified in its charter)

Nevada

20-1970188

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

#18 1873 Spall Road, Kelowna, BC

VIY 4R2

(Address of principal executive offices)

20-1970188(Zip Code)

250-870-2219
(IRS Employer Identification No.)
V1Y 4R2
(Zip Code)


250-870-2219
(Registrant's telephone number, including area code)

Enertopia Corporation

(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[ X ]X] YES[  ]NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[  ](Do not check if a smaller reporting company)[X]Smaller reporting company[X]
Emerging growth company[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

[  ]YES[ X ]    [X] NO


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[  ]YES[  ]NO

APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

155,116,088155,166,088 common shares issued and outstanding as of February 28, 2022April 13, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee of
Enertopia Corp.
Results of Review of Interim Financial Statements
We have reviewed the accompanying balance sheet of Enertopia Corp. as of February 28, 2022, and the related statements of operations, changes in stockholders' equity for the six month periods ended February 28, 2022 and 2021, and cash flows for the six month periods ended February 28, 2022 and 2021 and the related notes (collectively referred to as the "interim financial information or statements"). Based on our reviews, we are not aware of any material modifications that should be
made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
Basis for Review Results
These interim financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"). We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB
A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
This report is intended solely for the information and use of management and the Audit Committee of Enertopia Corp. and is not intended to be and should not be used by anyone other than these specified parties.
/s/ DAVIDSON & COMPANY LLP
Vancouver, CanadaChartered Professional Accountants
April 11, 2022

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited condensed financial statements for the six monthsix-month period ended February 28, 20222023 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.


ENERTOPIA CORP.
UNAUDITED CONDENSED INTERIM BALANCE SHEETS
(Expressed in U.S. Dollars)
 
  February 28  August 31 
  2022  2021 
ASSETS      
Current      
Cash and cash equivalents$131,199 $354,286 
Marketable securities 0  14,994 
Accounts receivable 576  4,552 
Prepaid expenses and deposit 137,249  41,263 
Total current assets 269,024  415,095 
       
Non-Current      
Mineral Property (Note 5) 10,500  0 
Total Assets$279,524 $415,095 
       
LIABILITIES AND STOCKHOLDERS' EQUITY      
       
LIABILITIES      
Current      
Accounts payable$274,716 $309,277 
Due to related parties (Note 8) 85,409  111,659 
Total Current Liabilities 360,125  420,936 
       
STOCKHOLDERS' EQUITY      
       
Share capital (Note 9)      
Authorized:      
200,000,000 common shares with a par value of $0.001 per share      
Issued and outstanding:      
155,116,088 common shares at February 28, 2022 and August 31,2021: 139,211,700 155,117  139,213 
Additional paid-in capital (Note 10) 15,288,404  14,524,341 
Deficit accumulated during the exploration stage (15,524,122) (14,669,395)
Total Stockholders' Equity (80,601) (5,841)
Total Liabilities and Stockholders' Equity$279,524 $415,095 
       
Commitments (Note 11)      

ENERTOPIA CORP.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Expressed in U.S. Dollars)

   February 28  August 31 
   2023  2022 
ASSETS      
Current      
 Cash$305,248 $615,207 
 Marketable securities (Note 4) 2,431,269  2,443,750 
 Accounts receivable 2,345  4,877 
 Prepaid expenses and deposit (Note 13) 293,463  139,307 
Total Current Assets 3,032,325  3,203,141 
        
Non-current assets, net      
 Mineral property (Note 5) 10,500  10,500 
TOTAL ASSETS$3,042,825 $3,213,641 
        
LIABILITIES      
Current      
 Accounts payable and accrued liabilities$302,812 $293,446 
 Due to related party (Note 8) 33,997  64,409 
Total Liabilities 336,809  357,855 
        
STOCKHOLDERS' EQUITY (DEFICIENCY)      
Share Capital (Note 9)      
 Authorized:      
 200,000,000 common voting shares with a par value of $0.001 per share      
 Issued and outstanding:      
 155,166,088 common shares at February 28, 2023 and 155,116,088 at August 31, 2022 155,167  155,117 
Additional paid-in capital (Note 10) 15,397,607  15,395,657 
Deficit (12,846,661) (12,694,988)
Equity attributable to shareholders of the Company 2,706,113  2,855,786 
Non-controlling interest (97) - 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$3,042,825 $3,213,641 

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

F-1

ENERTOPIA CORP.
CONDENSED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(Expressed in U.S. Dollars)
 
  COMMON STOCK  ADDITIONAL     TOTAL 
        PAID-IN  DEFICIT  STOCKHOLDERS' 
  SHARES  AMOUNT  CAPITAL  ACCUMULATED  EQUITY 
Balance, August 31, 2020 128,471,700 $128,473 $13,758,598 $(14,280,027)$(392,956)
                
Shares issued for LOI -  -  15,450  -  15,450 
                
Comprehensive loss -  -  -  222,603  222,603 
                
Balance, November 30, 2020 128,471,700  128,473  13,774,048  (14,057,424) (154,903)
Shares issued for patent 2,000,000  2,000  67,000  -  69,000 
Private placement 3,000,000  3,000  177,000  -  180,000 
Stock options granted -  -  273,236  -  273,236 
Stock options exercised 2,720,000  2,720  72,328  -  75,048 
Warrants exercised 40,000  40  1,560  -  1,600 
Comprehensive loss -  -  -  (295,225) (295,225)
                
Balance, February 28, 2021 136,231,700  136,233  14,365,172  (14,352,649) 148,756 
Stock options granted -     9,005  -  9,005 
Stock options exercised 200,000  200  13,800  -  14,000 
Comprehensive loss -  -  -  (91,066) (91,064)
                
Balance, May 31, 2021 136,431,700  136,433  14,387,977  (14,443,715) 80,695 
Stock options exercised 100,000  100  6,844  -    
Warrants exercised 2,680,000  2,680  129,520  -    
Comprehensive loss -  -  -  (225,680) (225,680)
                
Balance, August 31, 2021 139,211,700  139,213  14,524,341  (14,669,395) (5,841)
Warrants exercised 2,791,000  2,791  128,599  -  131,390 
Stock options granted on Sept 1 -     23,056  -  23,056 
                
Comprehensive income (loss) -  -  -  (116,219) (116,219)
                
Balance, November 30, 2021 142,002,700  142,004  14,675,996  (14,785,614) 32,386 
                
Shares issued for hydrogen technology 2,000,000  2,000  98,400  -  100,400 
Shares issued for investment in Joint Venture 10,000,000  10,000  440,000  -  450,000 
Shares issued for services 1,000,000  1,000  41,300     42,300 
Stock options granted -  -  32,821  -  32,821 
Stock options exercised 113,388  113  (113) -  - 
Comprehensive loss -  -  -  (738,508) (738,508)
                
Balance, February 28, 2022 155,116,088  155,117  15,288,404  (15,524,122) (80,601)

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)

  COMMON STOCK             
  SHARES  AMOUNT  ADDITIONAL
PAID-IN CAPITAL		  ACCUMULATED
DEFICIT		  NON-
CONTROLLING
INTEREST		  TOTAL
STOCKHOLDERS'
EQUITY(DEFICIT)		 
Balance, August 31, 2021 139,211,700  139,213  14,524,341  (14,669,395) -  (5,841)
Warrants exercised 2,791,000  2,791  128,599  -  -  131,390 
Stock options granted on Sept 1 -  -  23,056  -  -  23,056 
Comprehensive loss -  -  -  (116,219) -  (116,219)
Balance, November 30, 2021 142,002,700  142,004  14,675,996  (14,785,614) -  32,386 
Shares issued for hydrogen technology 2,000,000  2,000  98,400  -  -  100,400 
Shares issued for investment in Joint Venture 10,000,000  10,000  440,000  -  -  450,000 
Shares issued for services 1,000,000  1,000  41,300  -  -  42,300 
Stock options granted -  -  32,821  -  -  32,821 
Stock options exercised 113,388  113  (113) -  -  - 
Comprehensive loss -  -  -  (738,508) -  (738,508)
Balance, February 28, 2022 155,116,088 $155,117 $15,288,404 $(15,524,122)$- $(80,601)
Comprehensive income -  -  -  3,635,630  -  3,635,630 
Balance, May 31, 2022 155,116,088 $155,117 $15,288,404 $(11,888,492)$- $3,555,029 
Stock options granted -  -  107,253  -  -  107,253 
Comprehensive loss -  -  -  (806,496) -  (806,496)
Balance, August 31, 2022 155,116,088 $155,117 $15,395,657 $(12,694,988)$- $2,855,786 
Comprehensive loss -  -  -  (446,834) -  (446,834)
Balance, November 30, 2022 155,116,088 $155,117 $15,395,657 $(13,141,822)$- $2,408,952 
Warrants issued for cash 50,000  50  1,950  -  -  2,000 
Non controlling interest -  -  -  -  (97) (97)
Comprehensive loss -  -  -  295,161  -  295,161 
Balance, February 28, 2023 155,166,088 $155,167 $15,397,607 $(12,846,661)$(97)$2,706,016 

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

F-2


ENERTOPIA CORP.
CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)
(Expressed in U.S. Dollars)
            
            
   THREE MONTHS ENDED  SIX MONTHS ENDED 
   February 28  February 28  February 28  February 28 
   2022  2021  2022  2021 
Expenses            
             
 Accounting and audit$9,795 $11,026 $12,465 $16,261 
 Bank charges and interest expense 602  329  1,066  554 
 Consulting (Note 7) 57,593  10,500  91,629  13,500 
 Mineral exploration costs 3,298  3,540  10,333  4,913 
 Fees and dues 10,970  7,122  16,975  13,938 
 Investor relations 8,608  11,427  20,356  15,674 
 Legal and professional 6,478  7,252  26,062  11,165 
 Office and miscellaneous 3,130  289  3,538  1,297 
 Research and development (Note 6,7) 645,912  1,349  651,137  3,333 
 Rent 2,593  1,722  5,224  1,722 
 Stock based compensation (Note 10) 32,821  273,236  55,877  288,686 
 Telephone 0  0  4,093  0 
              
Total expenses 781,800  327,792  898,755  371,043 
              
Loss for the period before other items (781,800) (327,792) (898,755) (371,043)
              
Other income (expense)            
 Foreign exchange gain (loss) (1,329) (1,040) (1,042) (2,330)
 Unrealized gain on marketable securities (Note 4) 2,262  11,997  2,711  28,247 
 Gain on disposal of marketable securities (Note 4) (7,641) 21,610  (7,641) 22,504 
 Income from mineral property sale (Note 5) 50,000  0  50,000  0 
 Income from royalty grant (Note 5) 0  0  0  250,000 
              
Net Income (loss) and comprehensive Income (loss) for the period$(738,508)$(295,225)$(854,727)$(72,622)
             
Basic earnings (loss) per share$(0.00) $(0.00)$(0.01)$0.00 
Diluted earnings (loss) per share$(0.00) $(0.00)$(0.01)$0.00 
             
Weighted average number of common shares outstanding - basic 151,986,777  132,405,922  146,780,966  130,427,943 
Weighted average number of common shares outstanding - diluted 151,986,777  132,405,922  146,780,966  130,427,943 

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S. Dollars)

   THREE MONTHS ENDED  SIX MONTHS ENDED 
   February 28  February 28  February 28  February 28 
   2023  2022  2023  2022 
Expenses            
 Accounting and audit$38,293 $9,795 $49,550 $12,465 
 Consulting (Note 6, 8) 37,250  90,414  101,744  147,506 
 Fees and dues 19,239  10,970  40,434  16,975 
 Investor relations 19,269  8,608  39,642  20,356 
 Legal and professional 54,352  6,478  74,344  26,062 
 Office and miscellaneous 32,225  6,325  54,761  13,921 
 Mineral exploration costs 5,048  3,298  8,035  10,333 
 Research and development 41,826  645,912  57,352  651,137 
Total expenses 247,502  781,800  425,862  898,755 
              
Loss for the period before other items (247,502) (781,800) (425,862) (898,755)
              
Other income (expense)            
 Foreign exchange gain (loss) (1,145) (1,329) (2,357) (1,042)
 Realized gain (loss) on marketable securities (122,741) (7,641) (122,741) (7,641)
 Realized foreign exchange gain (loss) on marketable securities (11,403) -  (11,403) - 
 Unrealized gain (loss) on marketable securities 695,470  2,262  547,308  2,711 
 Unrealized foreign exchange gain (loss) on marketable securities (17,615) -  (136,715) - 
 Gain from mineral property sale -  50,000  -  50,000 
Net income (loss) for the period 295,064  (738,508) (151,770) (854,727)
              
Net loss attributable to:            
 Common shareholders 295,161  (738,508) (151,673) (854,727)
 Non controlling interest (97) -  (97) - 
Basic and diluted income (loss) per share            
 Basic$0.00 $(0.00)$(0.00)$(0.01)
 Diluted$0.00 $(0.00)$(0.00)$(0.01)
Weighted average number of common shares outstanding            
  - Basic 155,122,755  151,986,777  155,119,403  146,780,966 
  - Diluted 169,146,124  151,986,777  155,119,403  146,780,966 

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

F-3

ENERTOPIA CORP.

ENERTOPIA CORP.
CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)
(Expressed in U.S. Dollars)
 
  SIX MONTHS ENDED 
  February 28  February 28 
  2022  2021 
Cash flows used in operating activities      
       
Net Income (loss)$(854,727)$(72,622)
Changes to reconcile net loss to net cash used in operating activities      
Shares issued for consulting 42,300  0 
Shares issued for purchase of hydrogen technology 100,400  0 
Shares issued for battery management technology 450,000    
Stock based compensation 55,877  288,686 
Income from mineral property sale (50,000) (250,000)
Unrealized gain on marketable securities (2,711) (28,247)
Loss (gain) on disposal of marketable securities 7,641  (22,504)
Change in non-cash working capital items:      
Accounts receivable 3,976  483 
Prepaid expenses and deposit (95,986) (38,930)
Accounts payable and accrued liabilities (34,561) (15,826)
Due to related parties (26,250) (28,875)
Net cash (used in) operating activities (404,041) (167,835)
       
Cash flows from Investing activities      
Proceeds from disposal of marketable securities 10,064  31,905 
Staking of mineral property (10,500) 0 
Proceeds from mineral property sale 50,000  0 
Proceeds from royalty grant 0  250,000 
Net cash from investing activities 49,564  281,905 
       
Cash flows from (used in) Financing activities      
Net proceeds from options exercised 0  75,048 
Net proceeds from warrants exercised 131,390  1,600 
Net proceeds from subscriptions received 0  180,000 
Net cash from (used in) Financing activities 131,390  256,648 
       
Increase (Decrease) in cash and cash equivalents (223,087) 370,718 
Cash and cash equivalents, beginning of period 354,286  45,528 
Cash and cash equivalents, end of period$131,199 $416,246 
       
Supplemental information of cash flows      
Cashless option exercise 113  0 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)

    SIX MONTHS ENDED 
    February 28  February 28 
    2023  2022 
Cash flows used in operating activities      
 Net Income (Loss)$(151,770)$(854,727)
 Changes to reconcile net loss to net cash used in operating activities      
  Shares issued for consulting -  42,300 
  Shares issued for battery management system -  450,000 
  Shares issued for hydrogen technology -  100,400 
  Stock based compensation -  55,877 
  Income from mineral property sale -  (50,000)
  Unrealized gain on marketable securities (547,306) (2,711)
  Unrealized foreign exchange loss on marketable securities 136,715  - 
  Loss on disposal of marketable securities 122,741  7,641 
  Foreign exchange loss on disposal of marketable securities 11,403  - 
 Change in non-cash working capital items:      
  Accounts receivable 2,532  3,976 
  Prepaid expenses and deposits (154,156) (95,986)
  Accounts payable and accrued liabilities 9,366  (34,561)
  Due to related parties (30,412) (26,250)
Net cash used in operating activities$(600,887)$(404,041)
         
Cash flows used in investing activities      
 Proceeds from sale of marketable securities 288,928  10,064 
 Proceeds from mineral property sale -  50,000 
 Staking of mineral property -  (10,500)
Net cash used in investing activities$288,928 $49,564 
         
Cash flows from financing activities      
 Net proceeds from warrants exercised 2,000  131,390 
Net cash from financing Activities$2,000 $131,390 
         
Decrease in cash and cash equivalents (309,959) (223,087)
Cash and cash equivalents at beginning of period 615,207  354,286 
Cash and cash equivalents at end of period$305,248 $131,199 
         
Supplemental information of cash flows:      
 Income taxes paid in cash$- $- 
 Cash paid for taxes$- $- 
 Cashless options exercised$- $113 

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

F-4

ENERTOPIA CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
February 28, 20222023

(Expressed in U.S. Dollars)

1.ORGANIZATION

The unaudited condensed consolidated interim financial statements for the period ended February 28, 20222023 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated interim financial statements should be read in conjunction with the August 31, 20212022 audited annual financial statements and notes thereto.

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 was an independent natural resource companyis engaged in the business of Lithium exploration development and acquisition of natural resourcesat their Nevada claims, along with holding intellectual property & patents in the United States and Canada. In the fiscal year 2010, the Company shifted its strategic plan from its non-renewal energy operations to its planned renewal energy operations and natural resource acquisition and development. In late summer of 2013, the Company had another business sector in alternative health and wellness. During spring of 2016, the Company shifted its strategic plan to natural resource acquisitions and Lithium brine extraction technology.green technology space. The Company office is located in Kelowna, B.C., Canada.

2. GOING CONCERN UNCERTAINTY

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 for the foreseeable future.business. The Company incurred net cash outflows from operating activities of $404,041$600,887 for the six months ended February 28, 20222023 ($167,835404,041 for the six months ended February 28, 2021)2022) and as at February 28, 20222023 has incurred cumulative losses of $15,524,122$12,846,661 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. There is no assurance that the Company will be able to continue to finance the Company on this basis.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company's shareholders, and ultimately to obtain successful operations. 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. These unaudited condensed consolidated interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed consolidated interim financial statements.

Since March 2020, several measures have been implemented in Canada, the United States, and the rest of the world in response to the increased impact from the novel coronavirus ("COVID-19"). While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impact on our business operations cannot be reasonably estimated at this time. We anticipate this could have an adverse impact on our exploration plans, results of operations, financial position and cash flows.

Our cash is held in a Canadian national banking institution that is insured by the Canada Deposit Insurance Corporation (CDIC). The CDIC insures up to C$100,000 of deposits per insured category based on CDIC regulations. Our bank is one of the six largest banks in Canada and has been designated by the Government of Canada as a Domestically Systemically Important Bank (D-SIB) by the Superintendent of Financial Institutions in Canada specifying minimum loss absorbing capacity requirements. The banking failures in the United States have not extended into the Canadian market to date and management continues to monitor the situation. Our current cash exposure is limited as of February 28, 2023 and subsequent to February 28, 2023 our cash held in the bank is fully insured.

3.SIGNIFICANT ACCOUNTING POLICIES

a)a. Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended August 31, 2021.2022.

b)b. Basis of Consolidation

The financial statements have been prepared on a consolidated basis with those of the Company's 51% owned subsidiary, CapNTrack Inc. All intercompany transactions and balances have been eliminated.

c.Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principlesU.S GAAP requires managementus to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, andthe disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis,Some of the Company's accounting policies require us to make subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. These accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we evaluatehave used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates used by the Company are reasonably likely to occur from time to time, which may have a material effect on the presentation of financial condition and results of operations.

The Company reviews these estimates, judgments and assumptions including those relatedperiodically and reflect the effects of revisions in the period in which they are deemed to stock based compensation (expense and liability). Ourbe necessary. We believe that these estimates judgments,are reasonable; however, actual results could differ from these estimates.

Significant accounting estimates and assumptions are used for, but not limited to:

a) The Valuation of Deferred Tax Assets

Judgement is required in determining whether deferred tax assets are recognized on the balance sheet. The recognition of deferred tax assets requires management to assess the likelihood that the Company will generate taxable income in future periods to utilize the deferred tax assets. Due to the Company's history of losses, deferred tax assets have not been recognized by the Company.

b) Value of Stock Options

The Company provides compensation benefits to its employees, directors, officers, and consultants, through a stock option plan. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility assumption used in the model is based on the historical volatility of the Company's share price. The Company uses historical data to estimate the period of option exercises for use in the valuation model. The risk-free interest rate for the expected term of the option is based on the yields of government bonds. Changes in these assumptions, especially the share price volatility and the expected life determination could have a material impact on the Company's profit and loss for the periods presented. All estimates used in the model are based on historical experience,data which may not be representative of future expectations,results.

c) Fair value of shares issued in non cash transactions

The Company at times grants common shares in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and other factors which we believe to be reasonable. Actual results could differ from those estimates and assumptions.manner as if the Company paid cash for the services provided by calculating the fair value of the share offering at the cost of the service provided.

d.Earnings Per Share

Loss per share is computed using the weighted average number of shares outstanding during the period. The Company has adopted ASC 220 "Earnings Per Share". Basic earnings per share ("EPS") is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

e.Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

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, marketable securities, accounts receivable, accounts payable and due to related parties. The carrying amounts of these financial instruments approximate their fair values due to their short maturities. Cash 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. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

f.Research and Development

Research and development costs are expensed as incurred.

g.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.

4.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 the period ended February 28, 2023 Cypress underwent a name change to Century Lithium Corp ("Century"). The 3,000,000 shares were restricted for trade, 2,000,000 are tradable and 1,000,000 are tradable beginning May 4, 2023. Given the lock up conditions, the Company believes that there is a Lack of Marketability ("LOM") related to these shares and thus recorded the shares using a discounting factor. The discounting factor was also used in fair valuing the shares as at the period end date of February 28, 2023. Marketable securities as at February 28, 2023 consist of the Company's investment in units3,000,000 shares of Grayscale Bitcoin Trust. Century of which 332,800 were sold during the period leaving 2,657,200 shares. An additional 22,000 share sales were pending that were settled after the period end.

As at February 28, 2022,2023, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2020
Balance, August 31, 2021$14,994 
Additions 1 3,432,382 
Unrealized loss (923,533)
Unrealized foreign exchange loss (62,388)
Proceeds from disposal (10,064)
Loss on disposal (7,641)
Balance, August 31, 2022$2,443,750 
Additions - 
Unrealized gain (loss) 547,308 
Unrealized foreign exchange gain (loss) (136,717)
Proceeds from disposal (288,928)
Realized loss on disposal (122,741)
Realized Foreign exchange loss on disposal (11,403)
Balance, February 28, 2022$2,431,269 

1 Company recorded the 3,000,000 shares received from Cypress on May 4, 2022 as an investment and valued the investment using the closing rate of CAD$1.63 per share and a discount rate of 10% due to LOM. The shares were subsequently revalued as at the period ended date of November 30, 2022 using the closing rate of CAD$1.05 per share and discounting rate of 10%, with the resulting changes in fair value being recorded as part of other income (expense).

24,354

Additions

17,705

Proceeds from disposals

(21,385)

Unrealized Gain

(5,680)

Balance, August 31, 2021

14,994

Unrealized gain

2,711

Proceeds from disposal

(10,064)

Loss on disposal

(7,641)

Balance, February 28, 2022

0

5. MINERAL PROPERTY

During the year ended August 30, 2017 the Company staked lode and placer claims on BLM lands in Esmerelda county Nevada covering approximately 160 Acres subject to adjustment. The Company has a 100% interest in the lands and is only responsible for the yearly maintenance fees to keep its 100% interest. The claims are in good standing until August 31, 2022.

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. The Company dropped the LOI on Dec 13th, 2019 and has no further related commitments.

On February 11, 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 October 29, 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 24, 2022, the Company announced the proposed sale of the Lode and Placer claims of BLM lands in Esmeralda county Nevada covering approximately 160 Acres subject to adjustment to Cypress Development Corp.

The Agreed upon selling price is $1,100,000 cash with $50,000 of this total being received on signing the definitive agreement and the issuance of 3,000,000 shares of Cypress Development Corp. This proposed sale is subject to Company shareholders approving the transaction at a special meeting to be held April 29, 2022 with a shareholder date of record being March 25th 2022, and other regulatory approvals.West Tonopah

On February 25, 2022, the Company completed the staking of approximatelystaked 1,760 acres covering 88 lodeof unpatented mineral claims prospective for Lithium Claystone in the Big Smoky Valley of western Nevada. Respective payments have been made to Esmeralda County, and BLMNevada for cash consideration of $10,500. During the year ending August 31, 2022. Theperiod ended February 28, 2023, the Company owns 100%paid a 50% deposit of the project, with no royalties payable.$194,400 for a planned drilling program recorded in Prepaid Expenses (Note 13).

6.TECHNOLOGY DEVELOPMENT

On December 14, 2020 the Company signed Definitive Agreement to acquire 100% interest in United States Patent and Trademark Office ("USPTO") patent #6,024,086 - Solar energy collector having oval absorption tubes by issuing 1,000,000 common shares of the Company. The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086. The shares were issued at a price of $0.0345 resulting in a purchase price of $69,000. The patent has since expired and was therefore written off.

On May 25, 2021 the Company announced the filing of its first provisional patent application, Solar Heat Absorber technology.

On May 26, 2021 the Company announced the filing of its second provisional patent application, Solar PV Heat Extraction Technology.

On August 17, 2021 the Company announced the filing of its third provisional patent, known as Enertopia RainmakerTM.

On January 12, 2023 the Company announced the filing of its fourth provisional patent application, known as Enertopia BMT.

On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement with Mr. Terry Galyon to acquire 100% ownership and rights to the hydrogen technology ("Hydrogen Technology.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 Company paid $25,000 in cash and issued 2,000,000 shares, with 1,000,000 of the issued shares to Mr. Terry Galyonheld in escrow pending successful patenting of the intellectual property, valued at $100,400, for a total of $125,400 in consideration expensed during the year ended August 31, 2022, for acquiring the Hydrogen Technology. The Company has recorded the considerations for the purchase of the Hydrogen Technology as research and development expense in the condensed statement of operations for the period ended February 28, 2022, as follows:

Consideration for Purchase of Hydrogen TechnologyAmount $
2,000,000 shares at FV 0.0502 (Adjusted closing price on the date of the issuance)100,400
Cash payment25,000
Total125,400

The technology is still in research and development phase and is not commercially feasible as at the period ended February 28, 2022.2023. The Company has incurred an additional $16,905$168,016 as research and development costs for the hydrogen technology during the year ended August 31, 2022 and $36,088 for the period ended February 28, 2022 related to hydrogen technology.2023.

7.BATTERY ENERGY MANAGEMENT TECHNOLOGYSYSTEM ("BMT"EMS")

On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement with Mr. Mark Snyder and Paul Sandler to acquire 100% ownership and rights to their Provisional Patent Pending BMT.EMS. The Company created a Joint Venture ("JV") with 51% controlling interest in CapNTrack to run the commercial and industrial operations related to the BMTEMS and has paid $30,000 in cash and issued 10,000,000 shares (5,000,000 shares of which are in escrow) valued at $450,000 for purchase of the BMT. BMTEMS. As at the period ended date of February 28, 2023, there have been no operations in the JV and insurance setup costs only. The EMS is still in the research and development phase and havehas not obtained commercial or operational feasibility as at the period endedend date of February 28, 2022. The2023. The Company has recorded the entire considerationsconsideration of $480,000 for the ownership of the BMTEMS as research and development expense in the condensed statement of operations forduring the year ended August 31, 2022. There were insurance setup expenses only related to the EMS incurred during the period ended February 28, 2022.2023.

8.RELATED PARTIES TRANSACTION

For the six monthsix-month period ended February 28, 2022,2023, the Company was party to the following related party transactions:

  • The Company incurred $Nil$57,000 (February 28, 2021: $Nil)2022: $0) to the President of the Company in consulting fees.
  • The amounts outstanding in accounts payable to the President of the Company as at February 28, 20222023 is $85,409$33,997 (August 31, 20212022 - $111,659)$64,409).
  • On December 6, 2021, theThe Company issued 250,000 stock options valued at $8,205incurred $10,000 (February 28, 2022: $0) to the PresidentCFO of the Company (Note 10).in consulting fees.

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

9.COMMON STOCK

On December 14, 2020 the Company issued 1,000,000 common shares and an additional 1,000,000 common shares in escrow in connection with the signed Definitive Agreement (Note 6).

On January 14, 2021 the Company closed the final tranche of a private placement of 3,000,000 units at a price of $0.06 per unit for gross proceeds of $180,000. Each unit consists of one common share of the Company and one half (0.5) of a non-transferable share purchase warrant, each warrant entitling the holder to purchase one additional common share of the Company for a period of 12 months from the date of issuance at a purchase price of $0.09.

During the year ended August 31, 2021 the Company also issued 3,020,000 common shares as a result of the exercise of stock options and 2,720,000 common shares as a result of the exercise of warrants.

During the six months ended February 28, 2022,2023, the Company also issued 113,38850,000 common shares as a result of the exercise of stock options and 2,791,000 common shares as a result offor the exercise of warrants (Note10).

On December 6, 2021 the Company issued 1,000,000 common shares and an additional 1,000,000 common sharesfor $2,000 in escrow in connection with the purchase of Hydrogen Technology (Note 6).

On December 17, 2021 the Company issued 5,000,000 common shares and an additional 5,000,000 common shares in escrow in connection with the Investment in JV (Note 7).

On February 25, 2022, the Company issued 1,000,000 shares to one consultant of the Company.cash.

As at February 28, 2022 and August 31, 20212023 the Company had 155,116,088155,166,088 (August 31, 2021: 139,211,700)2022: 155,116,088) shares issued and outstanding.

As at February 28, 2023 the Company had 7,000,000 (August 31 2022 - 7,000,000) shares held in escrow, that are included in the total shares issued and outstanding.

10.STOCK OPTIONS AND WARRANTS

Stock Options

On July 15, 2014, the shareholders approved and adopted at the Annual General Meeting the Company's 2014 Stock Option Plan. On April 14, 2011, the shareholders approved and adopted at the Annual General Meeting to consolidate the Company's 2007 Equity compensation plan and the Company's 2010 Equity Compensation Plan into a new Company 2011 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; encouraging eligible persons to remain with the Corporation or its affiliates; and attracting new Directors, Officers, Employees and Consultants.

On September 9, 2021, The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 17,400,000 shares of common stock, less the Company issued 500,000aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. The options to one ofare deemed as vested and exercisable on issuance and the consultants of the Company with an exercise price of $0.08 vested immediately, expiring September 9, 2026.

On December 6, 2021, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On December 6, 2021, the Company issued 250,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On December 6, 2021, the Company issued 250,000 stock options to one director of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

The fair valuemaximum life of the options granted under this Plan may not exceed 5 years.

Subsequent to February 28, 2023, at the Annual General Meeting held March 22, 2023, a new 2023 Stock Option Plan was estimated onapproved. Under the date2023 Stock Option Plan (the "2023 Plan") the Company may grant options to purchase shares of common stock, $0.001 par value per share, of the grant usingCompany. The stock subject to options granted under the Black-Scholes2023 Plan shall be shares of authorized but unissued or reacquired common stock. The maximum number of shares of common stock of the Company which may be issued and sold under the 2023 Plan shall be 31,000,000, subject to adjustment for stock splits or consolidations with a maximum life of 5 years and vesting at the discretion of the Board of Directors. Management plans to issue all new option grants under the 2023 Plan and to cancel the 2014 Plan once all currently issued options pricing model, with the following weighted average assumptions:are either exercised or expire.
 

Expected dividend yield

0.00%

Expected stock volatility

92%

Risk-free interest rate

1.20%

Expected life of options (years)

5.00

Expected forfeiture rate

0.00%

Grant date fair value per option

$0.06

During the six monthmonths ended February 28, 2023 the Company did not issue any options.

During the six-month period ended February 28, 2022,2023, the Company recorded $55,877$0 (February 28, 2021 $288,686)2022 $55,877) as stock based compensation expenses. In addition, the Company issued 113,388 (February 28, 2021: 2,720,000) common shares of the Company as a result of exercise of 226,776 cashless stock options and a total of 2,950,000800,000 stock options expired without being exercised (February 29, 2021: 1,100,000)28, 2022: 2,950,000).

A summary of the changes in stock options for the six months ended February 28, 20222023 is presented below:

  Options Outstanding       
  Number of
Options		  Weighted
Average
Exercise Price $		  Weighted
Average
Remaining Life
(Years)		  Aggregate
Intrinsic Value $		 
Balance, August 31, 2021 10,076,776  0.08       
Issued 3,500,000  0.07       
Expired (3,450,000) 0.07       
Exercised (226,776) 0.04       
Balance, August 31, 2022 9,900,000  0.08       
Expired (800,000) 0.05       
Balance, February 28, 2023 (Outstanding & Exercisable) 9,100,000  0.08  3.08  2,100 
     Options Outstanding 
     Weighted Average 
  Number of Shares  Exercise Price 
Balance, August 31, 2020 9,320,000 $0.06 
Issued 5,150,000  0.10 
Expired (1,100,000) 0.05 
Exercised (3,293,224) 0.04 
Balance, August 31, 2021 10,076,776 $0.08 
Issued 1,500,000  0.10 
Expired (2,950,000) 0.07 
Exercised (226,776) 0.04 
Balance, February 28, 2022 8,400,000 $0.08 

The Company has the following options outstanding and exercisable: 

February 28, 2022  
Issue DateExpiry DateExercise
Price		Number of
Options		Remaining
Life
May 2, 2017May 2, 20220.10500,0000.17 years
October 27, 2017October 27, 20220.05800,0000.66 years
May 11, 2018May 11, 20230.06500,0001.20 years
May 22, 2018May 22, 20230.07450,0001.23 years
December 14, 2020December 14, 20250.052,100,0003.79 years
January 28, 2021January 28, 20260.142,000,0003.92 years
February 4, 2021February 4, 20260.18100,0003.94 years
February 5, 2021February 5, 20260.18300,0003.94 years
April 27, 2021April 27, 20260.12100,0004.16 years
May 28, 2021May 28, 20260.1250,0004.25 years
September 1, 2021September 1, 20260.08500,0004.51 years
December 6, 2021December 6, 20260.071,000,0004.77 years
     
     
  0.098,400,0003.19 years

*Asexercisable as at February 28, 2022 the market price of the Company's common shares was $0.0423 per share. No incentive stock options were in the money.2023:

August 31, 2021  
Issue DateExpiry DateExercise
Price		Number of
Options		Remaining
Life
September 19, 2016September 19, 20210.07500,0000.05 years
January 20, 2017January 20, 20220.071,200,0000.39 years
January 31, 2017January 31, 20220.071,250,0000.42 years
May 2, 2017May 2, 20220.10500,0000.67 years
October 27, 2017October 27, 20220.05800,000*1.16 years
May 11, 2018May 11, 20230.06500,000*1.69 years
May 22, 2018May 22, 20230.07450,0001.72 years
February 25, 2020February 25, 20220.02226,776*0.49 years
December 14, 2020December 14, 20250.052,100,0004.29 years
January 28, 2021January 28, 20260.142,000,0004.41 years
February 4, 2021February 4, 20260.18100,0004.43 years
February 5, 2021February 5, 20260.18300,0004.44 years
April 27, 2021April 27, 20260.12100,0004.66 years
May 28, 2021May 28, 20260.1250,0004.74 years
     
  0.0810,076,7762.40 years

*As at August 31, 2021 the market price of the Company's common shares was $0.0629 per share. A total of 3,626,776 incentive stock options were in the money with an intrinsic value of $48,589.

Issue Date Expiry
Date		  Exercise Price  Number of
Options		  Remaining Life
(Years)		 
11-May-18 11-May-23  0.06  500,000  0.20 
22-May-18 22-May-23  0.07  450,000  0.23 
14-Dec-20 14-Dec-25  0.05  2,100,000  2.79 
28-Jan-21 28-Jan-26  0.14  2,000,000  2.92 
4-Feb-21 4-Feb-26  0.18  100,000  2.94 
5-Feb-21 5-Feb-26  0.18  300,000  2.94 
27-Apr-21 27-Apr-26  0.12  100,000  3.16 
28-May-21 28-May-26  0.12  50,000  3.25 
1-Sep-21 1-Sep-26  0.08  500,000  3.51 
6-Dec-21 6-Dec-26  0.07  1,000,000  3.77 
18-Aug-22 18-Aug-27  0.06  2,000,000  4.47 
Balance outstanding and exercisable     9,100,000  3.08 

Warrants

DuringThere were no warrants issued during the period ended February 28, 2022 the Company extended 1,500,000 warrants attached to units in a private placement January 14th 2021 until May 14, 2022 ( Note 9).2023.

A summary of warrants as at February 28, 2022 and August 31, 20212023 is as follows:

  Number of Warrants  Weighted Average Exercise Price 
Balance, August 31, 2021 9,716,869 $0.05 
Issued -  - 
Forfeited (1,952,500) 0.08 
Exercised (2,791,000) 0.05 
Balance, August 31, 2022 4,973,369 $0.04 
Exercised (50,000) 0.04 
Balance, February 28, 2022 4,923,369 $0.04 
     Weighted Average 
  Number of warrants  Exercise Price 
Balance, August 31, 2020 13,236,869 $0.05 
Issued 1,500,000  0.09 
Forfeited (2,300,000) 0.05 
Exercised (2,720,000) 0.07 
Balance, August 31, 2021 9,716,869 $0.05 
Forfeited (452,500) 0.05 
Exercised (2,791,000) 0.05 
Balance, February 28, 2022 6,473,369 $0.05 

The Company has the following warrants outstanding:outstanding as at February 28, 2023:

February 28, 2022 
Issue DateExpiry DateExercise
Price		Number of
Warrants*
March 27, 2019March 27, 20230.044,973,369
January 14, 2021May 14, 20220.091,500,000
    
  0.056,473,369

Issue Date

Expiry Date

Exercise Price

Number of
Warrants*

Weighted
Average Life
(Years)

Intrinsic Value

27-Mar-19

27-Mar-23

0.04

4,923,369

 

 

 

 

0.04

4,923,369

0.07

54,157

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

Subsequent to February 28, 2023, 4,923,369 warrants expired unexercised.

11. COMMITMENTS

The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $3,500$9,500 per month plus goods and services tax ("GST") on a continuing basis.

The President voluntarily suspendedCompany has a consulting agreement with the CFO of the Company for corporate administration and terminated accrualconsulting services for $5,000 per quarter plus goods and services tax ("GST") on a continuing basis.

The Company has a rental agreement for a corporate office for CDN $1,100 per month plus GST. The agreement expired December 31, 2022. The agreement was renewed during the period ended February 28, 2023 with a 1% increase to CDN $1,111 per month plus GST and expires December 31, 2023. Rent expense for the three and six months ended February 28, 2023, were $2,473 and $4,922, respectively.

12. SEGMENTED INFORMATION

The Company's operations involve the development of these consulting fees commencing on December 1, 2019natural resources and continuing until such time asgreen technologies. 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 financial condition permits a resumptionstrategic direction and the need to better report the results for each of such cost.the identified three reportable segments: Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date of February 28, 2023.

Long term Assets Amount 
United States of America$10,500 
Balance February 28, 2023$10,500 
  Natural Resources  Technology  Corporate  Consolidated Total 
February 28, 2023 $  $  $  $ 
Operating expenses (8,035) (57,352) (360,475) (425,862)
Other income (Note 4) -  -  274,092  274,092 
Segment Loss (8,035) (57,352) (86,383) (151,770)
Total Assets (Note 4, 5) 10,500  -  3,032,325  3,042,825 
Long term Assets Amount 
United States of America$10,500 
Balance August 31, 2022$10,500 
August 31, 2022 Natural
Resources		  Technology  Corporate  Total 
Operating expenses$(212,348)$(808,800)$(545,087)$1,566,235 
Other income (expenses) (Note 4, 5, 6) 4,532,382  -  (991,740) 3,540,642 
Segment income (loss)$4,320,034 $(808,800)$(1,536,827)$1,974,407 
Total Assets (Note 4, 5)$10,500 $- $3,203,141 $3,213,641 

13. PREPAID EXPENSES AND DEPOSITS

The balance of Prepaid Expenses and Deposits consisted of the following:

  February 28, 
Prepaid Expenses & Deposits 2023 
    
Advertising$2,952 
Clean Technology Expense 47,000 
Consultants 20,000 
Exploration costs 194,400 
Filing fees 8,375 
Insurance 13,763 
Office Expenses 6,973 
    
Total Prepaid Expenses& Deposits$293,463 

14. NET INCOME (LOSS) PER COMMON SHARE

  Three Months Ended  Six Months Ended 
  February 28,  February 28, 
  2023  2022  2023  2022 
Numerator:            
Net income (loss)$295,064 $(738,508)$(151,770)$(854,727)
Net income (loss) - diluted$295,064 $(738,508)$(151,770)$(854,727)
             
Denominator:            
Weighted average common shares outstanding 155,122,755  151,986,777  155,119,403  146,780,966 
Effect of dilutive shares 14,023,369  -  -  - 
Diluted 169,146,124  151,986,777  155,119,403  146,780,966 
             
Net income (loss) per common share:            
Basic$0.00 $(0.00)$(0.00)$(0.01)
Diluted$0.00 $(0.00)$(0.00)$(0.01)

15. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation the are no material events have occurred that require disclosure.

12.       SEGMENTED INFORMATION

As at February 28, 2022 and August 31, 2021, the Company is operating its business in one reportable segment: natural resource acquisitions.  All of the Company's material long-lived assets are located in the United States.

(a)Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. 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 unaudited condensed financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited condensed financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors" of this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "Company" mean Company and/or our subsidiaries, unless otherwise indicated.

Overview

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

From inception until April 2010, we were primarily engagedEnertopia is focused on building shareholder value through a combination of our Nevada Lithium claims and intellectual property & patents in the acquisition and exploration of natural resource properties. Beginning in April 2010, we began our entry into the renewable energy sector by purchasing an interest in a solar thermal design and installation company. In late summer 2013, we began our entry into medicinal marijuana business.  During our 2014 fiscal year end our activities in the clean energy sector were discontinued. During fiscal 2015 our activities in the Medicinal Marijuana sector were discontinued. During fiscal 2016 our activities in the Women's personal healthcare sector were discontinued.green technology space.

The Company is actively pursuing business opportunities in the resource sector, whereby we signed a definitive agreement for a Lithium Brine Project in May 2016. In May 2017 the Company dropped the Lithium Brine Project and subsequently acquired the Clayton Valley, NV Lithium Project announced in August 2017.  The Company's main focus is in natural resource sector.

The address of our principal executive office is #18 1873 Spall Road, Kelowna, British Columbia V1Y 4R2. Our telephone number is (250) 870-2219. Our current location provideprovides adequate office space for our purposes at this stage of our development.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.www.sedar.com.

Our Current Business

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

Summary of Recent BusinessMineral Property

On February 12th 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.West Tonopah Lithium

On February 25,th 2020 2022, the Company signed Mark Snyderhad 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,760 acres of land administrated by the BLM. The property is in good standing until August 31,2023. Estimated respective yearly holding fees to a one year Technology Advisory Board. Monthly contract rate of $1,000 per monththe BLM $14,520 and the issuance of 2,000,000 stock options valid for two years $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

The Company completed its maiden drill program in June 2022 and further information can be found at a strike price of $0.02 per share.www.enertopia.com.

On October 29, 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.CLEAN TECHNOLOGY

On November 12, 2020The company continues to test off-the-shelf technology under the Company signed Flathead Business Solutions to a 12 month contractpotential for $12,000 and the issuance of 500,000 stock options valid for 5 years at $0.05 cents each.lower capex scenarios in lithium extraction.

On December 14, 2020, the Company signed Definitive Agreement to acquire 100% interest in United States Patent and Trademark Office ("USPTO") patent #6,024,086 - Solar energy collector having oval absorption tubes by issuing 1,000,000 common shares of the Company. The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086. The shares were issued at a price of $0.0345 resulting in a purchase price of $69,000. The patent has since expired and was therefore written off.NON PROVISIONAL PATENTS

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 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 May 25, 20212023 the Company announced the filing of Non provisional patent #4, known as the EMS filed November 2, 2022. The EMSis a battery monitoring technology that helps to increase the life and health of monitored battery packs.

On May 23, 2022 the Company announced the filing of Non provisional patent #1, known as the Enertopia Solar BoosterTM. The Enertopia Solar Booster TMcaptures heat from the solar panels, increasing PV output enhancing production and increasing the lifetime of the PV panels.

On May 26, 2021the23, 2022 the Company announced the filing of Non provisional patent #2, known as Enertopia Heat ExtractorTM 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.

On May 28, 2021, the Company issued 50,000 stock options to one of the consultants of the Company with an exercise price of $0.12 vested immediately, expiring May 28, 2026.

On July 29, 2021 the Company announced it had engaged Fundamental Research Corp. Fundamental Research Corp. is an issuer-paid independent research house.

On August 17, 202115, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia RainmakerTM 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 Sep 01, 2021 the Company granted 500,000 options to a consultant of the Company for 5yrs at $0.08 per common share.

On December 6, 2021, the Company issued 500,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On December 6, 2021, the Company issued 250,000 stock options to one of the consultants of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On December 6, 2021, the Company issued 250,000 stock options to one director of the Company with an exercise price of $0.07 vested immediately, expiring December 6, 2026.

On February 25, 2022, the Company issued 1,000,000 shares at $0.04 to one consultant of the Company and $2,500 cash.

Chronological Overview of our Business over the Last Five Years

On September 19, 2016, we entered into a one year Investor Relations Consulting agreement with Duncan McKay. Based on the terms of the agreement, Mr. McKay can earn up to a maximum of 10% commissions on capital raised.  We issued 800,000 stock options with an exercise price of $0.07.

On September 23, 2016, we closed the final tranche of a private placement of 3,858,571 units at a price of CAD$0.035 per unit for gross proceeds of CAD$135,050.  Each unit consists of one common share of our Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of our Company for a period of 24 months from the date of issuance, at a purchase price of US$0.07.  A cash finders' fee of CAD$3,300 and 286,666 full broker warrants that expire June 8, 2019 was paid to Canaccord Genuity and Leede Jones Gable.

On October 7, 2016, we issued 175,000 common shares of our Company and paid $5,000 to comply with the Definitive Agreement signed May 12, 2016.

On December 6, 2016, we signed a Definitive Commercial Agreement with Genesis Water Technologies with regard to the acquisition of exclusive licensing rights of the technology as outlined in the agreement.

On January 20, 2017, the Company closed the first tranche of a private placement of 1,000,000 units at a price of CAD$0.04 per unit for gross proceeds of CAD $40,000.  Each unit consists of one common share of the Company and one-nontransferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.06.  A cash finders' fee of CAD$800 and 20,000 full broker warrants that expire January 20, 2019 was paid to Leede Jones Gable Inc.

On January 20, 2017, the Company granted 1,535,000 stock options to directors, officers and consultant of the Company with an exercise price of $0.07 which vested immediately, expiring January 20, 2022.

On January 31, 2017, the Company granted 1,500,000 stock options to consultant of the Company with an exercise price of $0.07 vested immediately, expiring January 31, 2022.

On February 28, 2017, the Company closed the first tranche of a private placement of 4,250,000 units at a price of CAD$0.04 per unit for gross proceeds of CAD $170,000.  Each unit consists of one common share of the Company and one-nontransferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.06.  A cash finders' fee of CAD$11,100 and 227,500 full broker warrants that expire February 28, 2019 was paid to Leede Jones Gable Inc., Canaccord Genuity and Duncan McKay.

On February 28, 2017, the Company signed a Letter of Engagement with Adam Mogil and issued 1,000,000 warrant options to convert to 1,000,000 common shares to Adam Mogil to provide corporate services.  The warrants have an exercise price of $0.09 and expire August 28, 2017. These warrant options expired without being exercised.

On April 21, 2017, the Company issued 95,500 shares for gross proceeds of $5,685 from the exercise of warrants of previous financings at $0.05 and $0.07.

On April 30, 2017 the Company issued 166,500 shares for gross proceeds of $11,655 from the exercise of warrants from a previous financing at $0.07.

On April 30, 2017, the Company closed the first and final tranche of a private placement of 3,224,000 units at a price of CAD$0.09 per unit for gross proceeds of CAD $290,160.  Each unit consists of one common share of the Company and one-nontransferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.12.  A cash finders' fee of CAD$20,736 and 230,400 full broker warrants that expire April 28, 2019 was paid to Leede Jones Gable and Canaccord Genuity.

On May 5, 2017, the Company granted 500,000 stock options to consultant of the Company with an exercise price of $0.10 vested immediately, expiring May 5, 2022.

On May 5, 2017, the Company terminated the Definitive Agreement dated May 12, 2016 with the Vendor on the Nevada Lithium brine properties.

On July 31, 2017, the Company announced the resignation of CFO and Director Bal Bhullar, the appointment of Kristian Ross as director and president Robert McAllister assuming the interim duties of CFO.

On August 14, 2017 the Company announced the appointment of Davidson and Company, LLP, Chartered Professional Accountants as its new independent registered auditing firm which replaced MNP LLP independent registered auditing firm.

On August 30, 2017 the Company announced the Staking of lode and placer claims covering approximately 160 acres for Lithium in Clayton Valley, NV.

On October 27, 2017 we entered into a one year Investor Relations Consulting agreement with FronTier Merchant Capital Group. Terms of the agreement, FronTier Capital Group has been retained for a 12-month period at $87,000 (plus applicable sales tax) per annum plus direct expenses. The company will also grant 300,000 stock options to FronTier at an exercise price of 0.05 per share expiring 5 years from the date of grant.

On November 1, 2017, we closed the first tranche of a private placement of 2,600,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$130,000.  Each unit consists of one common share of our Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of our Company for a period of 24 months from the date of issuance, at a purchase price of $0.06. 

On November 1, 2017, we granted 500,000 stock options to a director of the company at an exercise price of 0.05 per share expiring 5 years from the date of grant.

On December 8, 2017, we closed the second tranche of a private placement of 3,954,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD $197,700. Each unit consists of one common share of our Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of our Company for a period of 24 months from the date of issuance, at a purchase price of $0.06.  A cash finder's fee for CAD $12,770 and 230,400 full broker warrants was paid to third parties. Each full broker warrant entitling the holder to purchase one additional common share of our Company for a period of 24 months from the date of issuance, at a purchase price of $0.06.

On December 8, 2017 we issued 240,000 common shares of our Company on the exercise of 240,000 stock options that were exercised by a director of the Company at $0.05 for $12,000 for net proceeds to the company.

On December 15, 2017 we paid Genesis Water Technologies (GWT) $96,465 for the second and final payment for the Second phase of the second bench test and $8,998 for the bill of materials for the bench test.

On January 12, 2018, we closed the final tranche of a private placement of 1,611,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$80,550. Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.06.  A cash finder's fee of CAD$3,880 and 77,600 broker warrants was paid to a third party.  The broker warrants have the same terms as the warrants issued as part of the unit offering.

On February 2, 2018 we issued 50,000 common shares of our Company on the exercise of 50,000 warrants that were exercised at $0.07 for $3,500 for net proceeds to the company.

On May 11, 2018, we issued 200,000 shares for gross proceeds of $12,000 from the exercise of stock options at $0.06.

On May 11, 2018, we closed the first tranche of a private placement of 1,746,900 units at a price of CAD$0.06 per unit for gross proceeds of CAD$104,814.  Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.075. A cash finders' fee of CAD$9,281 and 144,690 full broker warrants that expire May 11, 2020 was paid to third parties.  The broker warrants have the same terms as the warrants issued as part of the unit offering.

On May 22, 2018, we entered into an Investor Relations Consulting agreement with FronTier Flex Marketing.  Terms of the agreement, FronTier Flex Marketing has been retained for a 9-month period at $66,000 (plus applicable sales taxes) plus direct expenses.  The Company will also grant 300,000 stock options at an exercise price of $0.07 per share expiring 5 years from the date of grant.

On May 25, 2018, we closed the final tranche of a private placement of 2,470,000 units at a price of CAD$0.06 per unit for gross proceeds of CAD$148,200.  Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of $0.075.  A cash finders' fee of CAD$5,820 and 70,000 full broker warrants that expire May 25, 2020 was paid to third parties.  The broker warrants have the same terms as the warrants issued as part of the unit offering.

On July 4, 2018, the Company, after receiving 3rd party lab results that reported impurities above allowable limits for battery-grade Li2CO3, provided formal notice of termination to GWT of the commercialization agreement dated December 6, 2016 and as amended on October 9, 2017.

On August 31, 2018, we closed the first tranche of a private placement of 4,400,000 units at a price of CAD$0.03 per unit for gross proceeds of CAD$132,000.  Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 36 months from the date of issuance, at a purchase price of $0.05.  A cash finders' fee of CAD$12,000 and 400,000 full broker warrants that expire August 31, 2021 was paid to third parties.  The broker warrants have the same terms as the warrants issued as part of the unit offering.

On August 31, 2018, we issued 170,000 shares for gross proceeds of $9,000 from the exercise of 50,000 stock options at $0.06 and 120,000 stock options at $0.05 respectively.

On September 21, 2018, the Company closed a private placement of 2,225,000 units at a price of CAD$0.03 per unit for gross proceeds of CAD$66,750 (equivalent to $51,678).  Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 36 months from the date of issuance, at a purchase price of $0.05.  A cash finders' fee of CAD$6,075 ($4,703) and 202,500 full broker warrants that expire September 21, 2021 was paid to third parties.  The broker warrants have the same terms as the warrants issued as part of the unit offering.

On November 5, 2018, the Company received an Area of Disturbance permit from the Bureau of Land Management, Nevada, allowing the Company access for a series of diamond drill holes. The diamond drill program was completed in December 2018 and consisted of 5 diamond drill holes totaling approximately 2,000 feet. Four drill holes were for resource definition drilling to allow the Company to provide an inaugural 43-101 project wide lithium resource. A fifth diamond drill hole drilled to an estimated depth of approximately 265 feet with the recovered lithium enriched material being used for metallurgical and pH solution testing.

On March 27, 2019, the Company closed a tranche of a private placement of 5,506,769 units at a price of CAD$0.03 per unit for gross proceeds of CAD$143,176 ($106,809).  Each unit consists of one common share of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share of the Company for a period of 48 months from the date of issuance, at a purchase price of $0.04.  A cash finders' fee of CAD$13,068 ($9,748) and 502,600 full broker warrants that expire March 27, 2023 was paid to third parties.  The broker warrants have the same terms as the warrants issued as part of the unit offering.

On July 19, 2019, the President of the Company provided a short term loan to the Company for the amount of CAD$20,000 ($15,301). The loan provides for a 10% annual interest rate and was repayable on October 19, 2019. On February 15, 2020, the loan plus interest was paid back in full.

On December 31st, 2019, the Company accepted the resignation of directors Kristian Ross and Kevin Brown.

On February 12th, 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 25th, 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 October 29, 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 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 Definitive Agreement to acquire 100% interest in United States Patent and Trademark Office ("USPTO") patent #6,024,086 - Solar energy collector having oval absorption tubes by issuing 1,000,000 common shares of the Company. The Company issued 1,000,000 additional common shares in escrow to be released upon the successful approval of patent pending work derived from patent #6,024,086.

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 January 9, 2021 the Company issued 70,000 common shares as a result of the exercise of 70,000 options exercised at $0.065 per common share.

On January 14, 2021, Enertopia closed a private placement of 3,000,000 units a price of $0.06 per unit for net proceeds of $180,000.  Each Unit consists of one common share of the Company and one-half non-transferable Share purchase warrant (each whole warrant, a "Warrant").  Each Warrant will be exercisable into one further Share (a "Warrant Share") at a price of $0.09 per Warrant Share at any time until the close of business on the day which is 12 months from the date of issue of the Warrant.

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 January 29, 2021 the Company issued 1,500,000 common shares as a result of the exercise of 1,773,224 cashless options exercised at $0.02 per common share.

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 March 2, 2021 the Company issued 250,000 common shares as a result of the exercise of 250,000 options exercised at $0.07 per common share.

On March 3, 2021 the Company issued 300,000 common shares as a result of the exercise of 300,000 options exercised at $0.07 per common share.

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 May 25, 2021 the Company announced the filing of provisional patent #1, known as the Enertopia Solar Booster TM

On May 26, 2021the Company announced the filing of provisional patent #2, known as Enertopia Heat ExtractorTM.

On May 28, 2021, the Company issued 50,000 stock options to one of the consultants of the Company with an exercise price of $0.12 vested immediately, expiring May 28, 2026.

On June 1, 2021, the Company issued 2,000,000 common shares as a result of the exercise of 2,000,000 warrants exercised at $0.05 per common share.

On June 8, 2021, the Company issued 400,000 common shares to the Company CEO as a result of the exercise of 400,000 warrants exercised at $0.05 per common share.

On June 8, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 options exercised at $0.07 per common share.

On June 29, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.05 per common share.

On July 29, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share.

On July 29, 2021 the Company announced it had engaged Fundamental Research Corp. Fundamental Research Corp. is an issuer-paid independent research house.

On August 17, 2021 the Company announced the filing of provisional patent #3, known as Enertopia RainmakerTM.

On Aug 23, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share.

On Aug 31, 2021 the Company issued 40,000 common shares as a result of the exercise of 40,000 warrants exercised at $0.04 per common share.

On Sep 01, 2021 the Company granted 500,000 options to a consultant of the Company for 5yrs at $0.08 per common share.

On Sep 02, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.04 per common share and the Company issued 120,000 common shares as a result of the exercise of 120,000 warrants exercised at $0.05 per common share.

On Sep 08, 2021 the Company issued 520,000 common shares as a result of the exercise of 520,000 warrants exercised at $0.04 per common share and the Company issued 155,000 common shares as a result of the exercise of 155,000 warrants exercised at $0.05 per common share.

On Sep 13, 2021 the Company issued 96,000 common shares as a result of the exercise of 96,000 warrants exercised at $0.04 per common share and issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.05 per common share.

On Sep 17, 2021 the Company issued 1,550,000 common shares as a result of the exercise of 1,550,000 warrants exercised at $0.05 per common share.

On Sep 21, 2021 the Company issued 50,000 common shares as a result of the exercise of 50,000 warrants exercised at $0.05 per common share.

On Oct 29, 2021 the Company issued 100,000 common shares as a result of the exercise of 100,000 warrants exercised at $0.04 per common share.

Our Current Business

We are a development stage company pursuing business opportunities in diverse sectors natural resource and technology used in the resource sector currently specific to the extraction, recovery and concentration of Lithium.

Mineral Property

On August 30, 2017, the Company announced the staking of Lode and Placer claims of BLM lands in Esmeralda county Nevada covering approximately 160 Acres subject to adjustment. The Company has an 100% interest in the lands and is only responsible for the yearly maintenance fees to the BLM (estimated to be $2,635) and County (estimated to be $212) due November 1, 2018 to keep its 100% interest.  During the year ending August 31, 2019, the Company paid $2,805 in maintenance fees.  The claims are in good standing until August 31, 2020. 

Access to the property can be achieved by paved Hwy 265 to Silver Springs, NV or paved Hwy from north of Goldfields, NV. Access is then by graded gravel road. The last 1.8 miles to the property is by trail road using 4x4 vehicle. The property is covered with extensive outcroppings of the Esmeralda Formation. Power transmission line is within ½ mile of the northern property boundary. Water would have to be trucked in or by pipe line if a processing facility was built onsite. Of particular interest is a section of green, volcanoclastic, evaporate-rich mudstone strata known as the Frontera Verde zone that host lithium of potential economic significance. The Frontera Verde Zone is exposed over approximately 100 acres of the northern two thirds of the property, and underlies the rest of the property at shallow depths. Third party drilling adjacent to the west and eastern boundaries of the property supports this analysis. The property is without known reserves and the current work programs are exploratory in nature. 

Current exploration is at the grass roots stage with surface sampling and two small 250 pound bulk samples being taken in 2017. The Company completed additional laboratory testing of synthetic brines. The Company continues to evaluate off the shelf technology to determine the preferred methods for potentially producing commercial products from the processing of synthetic brines.

On November 5, 2018, the Company received an Area of Disturbance permit from the Bureau of Land Management, Nevada, allowing the Company access for a series of diamond drill holes. The diamond drill program will consist of 5 diamond drill holes totaling approximately 2,000 feet. Four drill holes will allow the Company to provide an inaugural 43-101 project wide lithium resource. A fifth diamond drill hole drilled to an estimated depth of 400 feet with the recovered lithium enriched material being used for metallurgical and pH solution testing.

On February 14, 2019 the Company announced the drill result from the diamond drill program. The Company will undertake systematic and through solution testing of the drilled lithium enriched horizons. This will enable the Company to map the subsurface horizons as per oxide and reduced horizons and further differentiate the grade of Lithium in solution that can be potentially recovered in a low CAPEX and low-cost extraction methods.

On April 2, 2020 the Company announced it's maiden 43-101 Lithium resource report which can be found at the Company's website www.enertopia.com

On February 24, 2022 the Company announced the proposed sale of the Lode and Placer claims of BLM lands in Esmeralda county Nevada covering approximately 160 Acres subject to adjustment to Cypress Development Corp.

The Agreed upon selling price is $1,100,000 cash with $50,000 of this total being received on Signing the definitive agreement and the issuance of 3,000,000 shares of Cypress Development Corp. This proposed sale is subject to Company shareholders approving the transaction at a special meeting to be held April 29, 2022 with a shareholder date of record being March 25th 2022.

On February 25, 2022 the Company completed the staking of approximately 1,760 acres, covering 88 lode claims, prospective for Lithium Claystone in the Big Smoky Valley of western Nevada. Respective payments have been made to Esmeralda County and BLM for the year ending August 31, 2022. The Company owns 100% of the project, with no royalties payable.

Property Map

Esmeralda County Lode and Placer Claims:

Claim Name

Claim Type

BLM Serial #

STEVE 1

PLACER

NMC 1148769

STEVE 2

PLACER

NMC 1148770

STEVE 3

PLACER

NMC 1148771

STEVE 4

PLACER

NMC 1148772

STEVE 5

PLACER

NMC 1148773

STEVE 6

PLACER

NMC 1148774

STEVE 7

PLACER

NMC 1148775

STEVE 8

PLACER

NMC 1148776

DAN 1

LODE

NMC 1148760

DAN 2

LODE

NMC 1148761

DAN 3

LODE

NMC 1148762

DAN 4

LODE

NMC 1148763

DAN 5

LODE

NMC 1148764

DAN 6

LODE

NMC 1148765

DAN 7

LODE

NMC 1148766

DAN 8

LODE

NMC 1148767

DAN 9

LODE

NMC 1148768

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.

The Company has a consulting agreement with the CFO of the Company Mr. Allan Spissinger for corporate administration and consulting services for $5,000 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 $821,366 in research and development expenditures over the last two fiscal years and $57,352 during the six months ended February 28, 2023.

Competition

There is strong competition relating to all aspects of the resource sector. We actively compete for capital, skilled personnel, market share, and in all other aspects of our operations with a substantial number of other organizations. These organizations include small development stage companies like our own, and large, established companies, many of which have greater technical and financial resources than our company.

Compliance with Government Regulation

The exploration and development of mineral properties is subject to various United States federal, state and local and foreign governmental regulations. We may from time to time, be required to obtain licenses and permits from various governmental authorities in regards to the exploration of our property interests.

Purchase of Significant Acquisition

Not applicable

Corporate Offices

The address of our principal executive office is #18 1873 Spall Road, 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.

Employees

We primarily used the services of sub-contractors and consultants for our intended business operations. Our technical consultant is Mr. McAllister, our president and a director.

We entered into a consulting agreement with Mr. Robert McAllister on December 1, 2007. During the term of this agreement, Mr. McAllister is to provide corporate administration and consulting services, such duties and responsibilities to include provision of oil and gas industry consulting services, strategic corporate and financial planning, management of the overall business operations of the Company, and supervising office staff and exploration and oil & gas consultants. Mr. McAllister is reimbursed at the rate of $2,000 per month. On December 1, 2008, the consulting fee was increased to $5,000 per month. We may terminate this agreement without prior notice based on a number of conditions. Mr. McAllister may terminate the agreement at any time by giving 30 days written notice of his intention to do so. Effective March 1, 2014, the Company entered into a new Management Consulting Agreement replacing the original agreement with a consulting fee of $6,500 plus GST per month. Effective July 1, 2017, the Company entered into a new Management Consulting Agreement replacing the March 1, 2014 agreement with a consulting fee of $3,500 plus GST per month. On July 31, 2017 Mr. McAllister agreed to be intern CFO until such time as a replacement could be sourced. Mr. 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.

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.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Mineral Properties

Acquisition costs of mineral rights are initially capitalized as incurred while exploration and pre-extraction
expenditures are expensed as incurred until such time proven or probable reserves are established for that project. Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of mineral properties.

Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred.
 

Where proven and probable reserves have been established, the project's capitalized expenditures are depleted over proven and probable reserves using the units-of-production method upon commencement of production. Where proven and probable reserves have not been established, the project's capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. The Company has not established proven or probable reserves for any of its projects.

The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis and as required whenever indicators of impairment exist. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value.

Long-Lived Assets Impairment

In accordance with ASC 360, "Accounting for Impairment or Disposal of Long Lived Assets", the carrying value of long lived assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

Going Concern

We have suffered recurring losses from operations. The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations.

The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. 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.

Results of Operations - Three Months Ended February 28, 20222023 and February 28, 20212022

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2022,2023, which are included herein.

Our operating results for the three months ended February 28, 2022, for the three months ended2023 and February 28, 20212022 and the changes between those periods for the respective items are summarized as follows:





 

Three Months
Ended 
February 28,
2022

 

Three Months
Ended 
February 28,
2021

 		Change Between
Three Month Period
Ended
February 28, 2022 and
February 28, 2021		 Three Months Ended   
Revenue (cost recovery)$Nil$Nil$Nil
Cost of product sales Nil Nil Nil
Professional fees 16,273 18,278 (2,005)
Exploration expenses 3,298 3,540 (242)
 February 28, February 28,   
 2023 2022 Change 
Revenue$- $- $- 
Cost of sales -  -  - 
General and administrative 32,225  6,325  (25,900)
Investor relations 19,269  8,608  (10,661)
Consulting fees 57,593 10,500 47,093 37,250  90,414  53,164 
Fees and dues 10,970 7,122 3,848 19,239  10,970  (8,269)
Investor relations 8,608 11,427 (2,819)
Exploration expenses 5,048  3,298  (1,750)
Research and development 645,912 1,349 644,563 41,826  645,912  604,086 
Stock based compensation 32,821 273,236 (240,415)
Other administrative expenses 6,325 2,340 3,985
Professional fees 92,645  16,273  (76,372)
Other expenses (income) (43,292) (32,567) (10,725) (542,566) (43,292) 499,274 
Net loss (income) 738,508 295,225 443,283
Net (income) loss$(295,064)$738,508 $1,033,572 

Our financial statements report no revenue of $Nil for the three months ended February 28, 20222023, and February 28, 2021.2022. Our financial statements report a net income of $295,064 for the three-month period ended February 28, 2023, compared to a net loss of $738,508 for the three-month period ended February 28, 2022, compared to a2022. Our net loss of $295,225decreased by $1,033,572 for the three-month period ended February 28, 2021. Our net2023 primarily due to the decrease in R&D costs of $604,086 and the increase Other income of $499,274. Other income consisted of non-cash unrealized gain of $695,470 and foreign exchange loss has increased by $443,283 for the three-month period ended February 28, 2022.of $17,615 on marketable securities, unrealized foreign exchange loss of $1,145 and realized losses on disposition of $122,741 and realized foreign exchange loss of $11,403 on marketable securities. Our operating costs were higherlower by $454,008$534,298 for February 28, 20222023, compared to February 28, 2021.2022. The increased costs were primarilydecrease was due to increasedecreases in researchconsulting and developmentR&D costs higher by $644,563 when compared to February 28, 2021.2022.

Results of Operations - Six Months Ended February 28, 20222023 and February 28, 20212022

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended February 28, 2022,2023, which are included herein.

Our operating results for the six months ended February 28, 2022, for the six months ended2023 and February 28, 20212022 and the changes between those periods for the respective items are summarized as follows:

  Six Months Ended     
  February 28,  February 28,     
  2023  2022   Change 
Revenue (cost recovery)$- $-  $- 
Cost of product sales -  -   - 
General and administrative 54,761  13,921   (40,840)
Investor relations 39,642  20,356   (19,286)
Consulting fees 101,744  147,506   45,762 
Fees and dues 40,434  16,975   (23,459)
Exploration expenses 8,035  10,333   2,298 
Research and development 57,352  651,137   593,785 
Professional fees 123,894  38,527   (85,367)
Other expenses (income) (274,092) (44,028)  230,064 
Net loss (income)$151,770 $854,727  $702,957 



 

 

Six Months Ended 
February 28,
2022

 

Six Months
Ended 
February 28,
2021

 		Change Between
Three Month Period
Ended
February 28, 2022 and
February 28, 2021
Revenue (cost recovery)$Nil$Nil$Nil
Cost of product sales Nil Nil Nil
Professional fees 38,527 27,426 11,101
Exploration expenses 10,333 4,913 5,420
Consulting fees 91,629 13,500 78,129
Fees and dues 16,975 13,938 3,037
Investor relations 20,356 15,674 4,682
Research and development 651,137 3,333 647,804
Stock based compensation 55,877 288,686 (232,809)
Other administrative expenses 13,921 3,573 (10,348)
Other expenses (income) (44,028) (298,421) (254,393)
Net loss (income) 854,727 72,622 782,105

Our accumulated losses are $15,524,122 at February 28, 2022. Our financial statements report no revenue of $Nil for the six months ended February 28, 20222023, and February 28, 2021.2022. Our financial statements report a net loss of $854,727$151,770 for the six monthsix-month period ended February 28, 2022,2023, compared to a net loss of $72,622$854,727 for the six month period ended February 28, 2021. Our net loss was higher by $782,105 for the six monthsix-month period ended February 28, 2022. Our net loss decreased by $702,957 for the six-month period ended February 28, 2023 primarily due to the decrease in R&D costs of $593,785 and the increase Other income of $230,063. Other income consisted of non-cash unrealized gain of $547,308 and foreign exchange loss of $136,715 on marketable securities, unrealized foreign exchange loss of $2,357 and realized losses on disposition of $122,741 and realized foreign exchange loss of $11,403 on marketable securities. Our operating costs were higherlower by $527,712$472,893 for February 28, 2022 when2023, compared to February 28, 2021.2022. The higher net lossdecrease was due to decreases in February 28, 2022 is primarily attributable to increaseconsulting and R&D costs and increases in research and development costs, higher by $647,804 whenother income compared to February 28, 2021.2022.

As at February 28, 2022,2023, we had $360,125$336,809 in current liabilities, which is lower than theby $21,046 when compared to current liabilities of $420,936 as at August 31, 2021.2022. Our net cash used in operating activities for the six months ended February 28, 20222023 was $404,041$600,887 compared to $167,835$404,041 used in the six months ended February 28, 2021.2022.

Liquidity and Financial Condition

Working Capital February 28,  August 31, 
  2023  2022 
Current assets$3,032,325 $3,203,141 
Current liabilities 336,809  357,855 
Working capital$2,695,516 $2,845,286 

Working Capital At   At 
  February 28,   August 31, 
  2022   2021 
Current assets$269,024 $ 415,095 
Current liabilities 360,125   420,936 
        
Working capital surplus/(deficit)$(91,101)$ (5,841)
    
Cash Flows   
  At
February 28,		   At
February 28,		 
  2022   2021 
Cash flows (used in) operating activities$(404,041)$ (167,835)
Cash flows from investing activities 49,564   281,905 
Cash flows from (used in) financing activities 131,390   256,648 
Net increase in cash during year$(223,087)$ 370,718 
  February 28,  February 28, 
Cash Flows 2023  2022 
Cash flows (used in) operating activities$(600,887)$(404,041)
Cash flows from investing activities 288,928  49,564 
Cash flows from financing activities 2,000  131,390 
Net increase in cash during year$(309,959)$(223,087)

Operating Activities

Net cash used in operating activities was $404,041$600,887 in the six monthssix-months ended February 28, 20222023 compared with net cash used in operating activities of $167,835$404,041 in the same period in 2021. 2022.

FinancingInvesting Activities

Net cash provided by financinginvesting activities was $131,390$288,928 and $49,564 in the six-months ended February 28, 2023 and 2022, respectively.

Financing Activities

Cash provided by financing activities in the six months ended February 28, 20222023 were $2,000 compared to $256,648cash provided by financing activities of $131,390 in the same period in 2021. 2022.

Investing Activities

Net cash from investing activities was $49,564 in the six months ended February 28, 2022 compared to $281,905 used by investing activities in the same period in 2021. 

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

As of February 28, 2021,2023, the end of the second quarter covered by the comparative information of this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended February 28, 2022,2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this prospectus includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this prospectus that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

Risks Associated with Business

Our company has no operating history and an evolving business model, which raises doubt about our ability to achieve profitability or obtain financing.

Our Company has no operating history. Moreover, our business model is still evolving, subject to change, and will rely on the cooperation and participation of our joint venture partners. Our Company's ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations and we no proven history of performance, earnings or success. There can be no assurance that we will achieve profitability or obtain future financing.

Uncertain demand for mineral resources sector may cause our business plan to be unprofitable.

Demand for mineral resources is based on the world economy and new technologies. Current lithium demand exceeds available supply due to the rapid increase in lithium batteries in portable electronics and the growing electric vehicle markets. There can be no assurance that current supply and demand factors will remain the same or that projected supply and demand factors will actually come to pass from 3rd party projections that are currently believed to be true and accurate. There can be no assurance that new disruptive technologies will replace lithium as a significant component in battery storage over time.

Conflicts of interest between our company and our directors and officers may result in a loss of business opportunity.

Our directors and officers are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our future operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent. Despite our intentions, conflicts of interest may nevertheless arise which may deprive our company of a business opportunity, which may impede the successful development of our business and negatively impact the value of an investment in our company.

The speculative nature of our business plan may result in the loss of your investment.

Our operations are in the start-up or stage only, and are unproven. We may not be successful in implementing our business plan to become profitable. There may be less demand for our services than we anticipate. There is no assurance that our business will succeed and you may lose your entire investment.

Changing consumer preferences may cause our planned products to be unsuccessful in the marketplace.

The decision of a potential client to undergo an environmental audit or review may be based on ethical or commercial reasons. In some instances, or with certain businesses, there may be no assurance that an environmental review will result in any cost savings or increased revenues. As such, unless the ethical consideration is also a material factor, there may be no incentive for such businesses to undertake an environmental review. Changes in consumer and commercial preferences, or trends, toward or away from environmental issues may impact on businesses" decisions to undergo environmental reviews.

General economic factors may negatively impact the market for our planned products.

The willingness of businesses to spend time and money on energy efficiency may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of businesses incurring costs toward what some businesses may consider a discretionary expense item.

A wide range of economic and logistical factors may negatively impact our operating results.

Our operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating results.

Changes In Environmental Regulations May Have An Impact On Our Operations

We believe that we currently comply with existing environmental laws and regulations affecting our proposed operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry in the past and additional changes may occur in the future. The company is subject to the Bureau of Land Management ("BLM"), State and potentially other government agencies with respect to its lithium brine business.

Our operations may be subject to environmental laws, regulations and rules promulgated from time to time by government. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means stricter standards and enforcement. Fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance with changes in governmental regulations has potential to reduce the profitability of operations. We intend to comply with all environmental regulations in the United States and Canada.

Loss of consumer confidence in our company or in our industry may harm our business.

Demand for our services may be adversely affected if consumers lose confidence in the quality of our services or the industry's practices. Adverse publicity may discourage businesses from buying our services and could have a material adverse effect on our financial condition and results of operations. Various factors may adversely impact our reputation, including product quality inconsistencies or contamination resulting in product recalls. Reputational risks may also arise from our third parties' labour standards, health, safety and environmental standards, raw material sourcing, and ethical standards. We may also be the victim of product tampering or counterfeiting or grey imports. Any litigation, disputes on tax matters and pay structures may subject us to negative attention in the press, which can damage reputation.

The failure to secure customers may cause our operations to fail.

We currently have no long-term agreements with any customers. Many of our sales may be on a "onetime" basis. Accordingly, we will require new customers on a continuous basis to sustain our operations. Risk of material impact on Group growth and profit of consumer led slowdown in key developing markets, exacerbated by increasing currency volatility. A variety of factors may adversely affect our results of operations and financial condition during periods of economic uncertainty or instability, social or labour unrest or political upheaval in the markets in which we operate. Such periods may also lead to government actions, such as imposition of martial law, trade restrictions, foreign ownership restrictions, capital, price or currency controls, nationalization or expropriation of property or other resources, or changes in legal and regulatory requirements and taxation regimes.

If we fail to effectively and efficiently advertise, the growth of our business may be compromised.

The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our products, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

Our success is dependent on our unproven ability to attract qualified personnel.

We depend on our ability to attract, retain and motivate our management team, consultants and advisors. There is strong competition for qualified technical and management personnel in the business sector, and it is expected that such competition will increase. Our planned growth will place increased demands on our existing resources and will likely require the addition of technical personnel and the development of additional expertise by existing personnel. There can be no assurance that our compensation packages will be sufficient to ensure the continued availability of qualified personnel who are necessary for the development of our business.

We have a limited operating history with losses and we expect the losses to continue, which raises concerns about our ability to continue as a going concern.

We have generated minimal revenues since our inception and will, in all likelihood, continue to incur operating expenses with minimal revenues until we are able to successfully develop our business. Our business plan will require us to incur further expenses. We may not be able to ever become profitable. These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage.

There is an explanatory paragraph to their audit opinion issued in connection with the financial statements for the year ended August 31, 20212022 with respect to their doubt about our ability to continue as a going concern. As discussed in Note 2 to our financial statements for the periodyear ended August 31, 2021,2022, we had a working capital deficitof $2,845,286 (deficit of $5,841 as at August 31, 2021 (deficit of $392,956 as at August 31, 2020)2021) and hashave incurred cumulative losses of $14,669,396$12,694,988 that raises substantial doubt about its ability to continue as a going concern. Our management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that our company will be able to continue to finance our company on this basis.

Without additional financing to develop our business plan, our business may fail.

Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.

We may not be able to obtain all of the licenses necessary to operate our business, which would cause our business to fail.

Our operations require licenses and permits from various governmental authorities related to the establishment of our planned facilities, to the production, storage and distribution of our products, and to the disposal of waste. We believe that we will be able to obtain all necessary licenses and permits under applicable laws and regulations for our operations and believe we will be able to comply in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits.

Changes in health and safety regulation may result in increased or insupportable financial burden on our company.

We believe that we currently comply with existing laws and regulations affecting our product and operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry in the past and additional changes may occur in the future.

Our products and operations may be subject to unanticipated regulations and rules promulgated from time to time by government, namely those related to consumer health and safety which may render certain production methods, ingredients, products or practices obsolete. The cost of compliance with changes in governmental regulations has potential to reduce the viability or profitability of our products or operations.

If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price.

Our success depends in large part on the continued services of our executive officers and third partythird-party relationships. We currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to attract and retain highly skilled personnel, including technical personnel, to accommodate our exploration plans and to replace personnel who leave. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.

If we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained.

As we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

Risks Associated with the Shares of Our Company

Because we do not intend to pay any dividends on our shares, investors seeking dividend income or liquidity should not purchase our shares.

We have not declared or paid any dividends on our shares since inception, and do not anticipate paying any such dividends for the foreseeable future. We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.

Investors seeking dividend income or liquidity should not invest in our shares.

Because we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 200,000,000 shares. The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

Other Risks

TradingTrading on the OCTQB and CSE may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their sharesshares..

Our common stock is quoted on the OTCQB electronic quotation service operated by OTC Markets Group Inc..Inc and on the CSE. Trading in stock quoted on the OTCQB and CSE is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

Because we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 200,000,000 shares. The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

Our by-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 200,000,000 shares of common stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors" interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

Our by-laws do not contain anti-takeover provisions, which could result in a change of our management and directors if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

As a result of a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our directors and officers.

Other than our operations office in Kelowna, British Columbia, we do not currently maintain a permanent place of business within the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons" assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Trends, risks and uncertainties.

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise such as a black swan event. An absolute worst case scenario with sufficient potential impact to risk the future of the company as an independent business operating in its chosen markets. Significant reputational impact as a result of a major issue resulting in multiple fatalities, possibly compounded by apparently negligent management behavior; extreme adverse press coverage and viral social media linking the Company name to consumer brands, leads to a catastrophic share price fall, very significant loss of consumer confidence and inability to retain and recruit quality people. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities Holders

None.

Item 5. Other Information

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.www.sedar.com.

Item 6. Exhibits

Exhibit
Number		Description
(i) Articles of Incorporation; and (ii) Bylaws
3.1*3.1Articles of Incorporation of Enertopia Corp. dated November 22, 2004 (incorporated by reference to our Registration Statement on Form SB-2 filed January 10, 2006 as Exhibit 3.1).
3.2*3.2BylawsCertificate of Amendment filed with the Nevada Secretary of State on February 22, 2010 (incorporated by reference to Exhibit 3.02 of our Current Report on Form 8-K filed March 4, 2010).
3.3Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed December 18, 2009).

10.1

Agreement dated December 14, 2020 with Al Rich (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 15, 2020).
10.2Consulting Agreement dated December 6, 2021 with Terry Gaylon.
10.3Hydrogen Asset Purchase Agreement dated December 6, 2021
10.4Asset Purchase Agreement dated December 17, 2021 with Paul Sandler and Mark Snyder dated December 17, 2021.
10.5Asset Sale Agreement with Cypress Development Corp dated February 23, 2022 (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K filed February 28, 2022).
10.6Consulting Agreement with Mr. Robert McAllister dated May 1, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 4, 2022).
10.7Consulting Agreement with Mr. Allan Spissinger dated August 16, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed August 19, 2022).
14.1Code of Ethics (incorporated by reference by from our annual report on Form 10-KSB filed on November 29, 2007).
31.1

Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Executive Officer
31.2

Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Financial Officer and Principal Accounting Officer

32.1

Section 1350 CertificationsCertification - Principal Executive Officer

32.2

Section 1350 CertificationsCertification - Principal Financial Officer and Principal Accounting Officer

101.INSInline XBRL Instance Document–theDocument-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Incorporated by reference to same exhibit filed with the Company's Registration Statement on Form SB-2 dated January 10, 2006.

**Certain parts of this document have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERTOPIA CORP.
By:
By:/s/ " Robert McAllister "
Robert McAllister,
President (Principal Executive Officer)
April 10, 2023

By:04/11/2022/s/ "Allan Spissinger"
Allan Spissinger CPA, CA
By:/s/ "Robert McAllister"
Robert McAllister,
Chief Financial Officer
04/11/2022April 10, 2023