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Table of Contents

ENERTOPIA CORP.
950-1130 West Pender Street
Vancouver, BC, Canada V6E 4A4

#18 1873 SPALL RD., KELOWNA, BRITISH

COLUMBIA, CANADA, V1Y 4R2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 15, 2014MARCH 22, 2023

Dear Stockholder:

Our annual meeting of stockholders will be held at Suite 400, 570 Granville Street, Vancouver,501, 3292 Production Way, Burnaby, BC, Canada, V6C 3P1, at 10:00 a.m., local time, onWednesday, July 15, 2014March 22, 2023 for the following purposes:

These items of business are more fully described in the proxy statement accompanying this notice.

Our board of directors has fixed the close of business onJune 10, 2014February 15, 2023 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the annual meeting or any adjournment thereof. Only the stockholders of record on the record date are entitled to vote at the annual meeting.

Whether or not you plan on attending the annual meeting, we ask that you vote by proxy by following instructions provided in the enclosed proxy card as promptly as possible. If your shares are held of record by a broker, bank, or other nominee, please follow the voting instruction sent to you by your broker, bank, or other nominee in order to vote your shares.

Even if you have voted by proxy, you may still vote in person if you attend the annual meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the annual meeting, you must obtain a valid proxy issued in your name from that record holder.

Sincerely,

By Order of the Board of Directors

Per: /s/Robert McAllister                                        
Robert McAllister
Chairman of the Board

Date: June 4, 2014_________________, 2023

ENERTOPIA CORP.
950-1130 West Pender Street
Vancouver, BC, Canada V6E 4A4

#18 1873 SPALL RD., KELOWNA, BRITISH

COLUMBIA, CANADA, V1Y 4R2

Telephone:  (604) 602-16331-888-ENRT201

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 15, 2014MARCH 22, 2023

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS

Why am I receiving these materials?

The board of directors of Enertopia Corp. (“we”("we", “us”"us" or “our”"our") is soliciting proxies for use at the annual meeting of stockholders to be held at Suite 400, 570 Granville Street, Vancouver,501, 3292 Production Way, Burnaby, BC, Canada , at 10:00 a.m., local time, onWednesday, July 15, 2014March 22, 2023 or at any adjournment of the annual meeting (the "Meeting"). These materials were first sent or given to our stockholders on or about June 2, 2014February 23, 2023.

What is included in these materials?

These materials include:

• the notice of annual meeting of stockholders;
• this proxy statement for the annual meeting of stockholders;
• the proxy card; and
• our annual report on Form 10-K for the year ended August 31, 2013,2022, as filed with the Securities and Exchange Commission on December 6, 2013.November 29, 2022.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE MEETING TO BE HELD ON JULY 15, 2014MARCH 22, 2023

The above materials are also available at www.enertopia.com.

The annual report on Form 10-K accompanies this proxy statement, but does not constitute a part of the proxy soliciting material.

What items will be voted at the Meeting?

Our stockholders will vote:

1. to elect Robert McAllister, Kevin Brown and John Nelson as directors to serve our company for the ensuing year and until their successors are elected;

2. to ratify Davidson & Company LLP our independent registered public accounting firm for the fiscal year ending August 31, 2023 and to allow directors to set the remuneration;

3. to approve an amendment to our Articles of Incorporation to increase the authorized number of shares of our common stock from 200,000,000 shares of common stock, par value $0.001 to 500,000,000 shares of common stock, par value of $0.001 per share (the "Amendment");

4. to conduct an advisory vote on the compensation of our company's Named Executive Officers (the "Say-on-Pay Proposal);

5. to approve the Company's 2023 stock option plan; and

6. to transact such other business as may properly come before the Meeting or any adjournment of postponement thereof.

What do I need to do now?

We urge you to carefully read and consider the information contained in this proxy statement. We request that you cast your vote on each of the proposals described in this proxy statement. You are invited to attend the Meeting, but you do not need to attend the Meeting in person to vote your shares. Even if you do not plan to attend the Meeting, please vote by proxy by following instructions provided in the proxy card.

Who can vote at the Meeting?

Our board of directors has fixed the close of business onJune 10, 2014February 15, 2023 as the record date (the "Record Date") for the determination of the stockholders entitled to notice of, and to vote at, the Meeting or any adjournment. If you were a stockholder of record on the Record Date, you are entitled to vote at the Meeting.

As of the Record Date, 87,233,072155,116,088 shares of our common stock were issued and outstanding and no other voting securities were issued and outstanding. Therefore, a total of 87,233,072155,116,088 votes are entitled to be cast at the Meeting.

How many votes do I have?

On each proposal to be voted upon, you have one vote for each share of our common stock that you owned on the Record Date. There is no cumulative voting.

How can you Vote?

Shares of common stock cannot be voted at our annual meeting unless the holder of record is present in person or is represented by proxy.  A stockholder has the right to attend our annual meeting at the time and place set forth in the Notice of Annual Meeting and to vote their securities directly at the meeting.  In the alternative, a stockholder may appoint a person to represent such stockholder at our annual meeting by completing the enclosed Form of Proxy, which authorizes a person other than the holder of record to vote on behalf of the stockholder, and returning it to our transfer agent, Olympia Trust Company 1003, 750 West Pender Street Vancouver, BC  V6C 2T8.2T8.  All stockholders are urged to complete, sign, date and promptly return the proxy by mail in the enclosed postage-paid envelope, or by fax If you do not wish to vote in person or if you will not be attending the Meeting, you may vote by proxy by mail, by telephone or via the Internet by following instructions provided in the proxy card.

Valid proxies will be voted at our annual meeting and at any postponements or adjournments thereof as you direct in the proxy, provided that they are received by our transfer agent at least 24 hours prior to the scheduled time of the meeting, or any adjournment thereof, or deposited with the Chair of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting. The shares of common stock represented by the proxy will be voted, or withheld from voting, as directed in the proxy.  If no direction is given and the proxy is validly executed, the proxy will be voted: (1) FOR the election of the nominees for our Board of Directors; (2) to approve, ratify, and appoint MNPDavidson & Company LLP as our company’scompany's auditors for the 20142023 fiscal year and to allow directors to set the remuneration; (3) FOR a change of businessthe increase in the authorized share capital of our company; (4) to approve the compensation to be paid to the company’scompany's named executive officers; (5) in favour of the three year frequency of stockholder advisory votes on compensation (6) to approve Company’s 2014Company's 2023 stock option plan, and (7)(6) to transact such other business as may properly come before the Meeting or any adjournment of postponement thereof, as set forth in this proxy statement.  If any other matters properly come before our annual meeting, the persons authorized under the proxies will vote upon such other matters in accordance with their best judgment, pursuant to the discretionary authority conferred by the proxy.

ADVICE TO BENEFICIAL HOLDERS OF SHARES OF COMMON STOCK

THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE TO MANY STOCKHOLDERS OF OUR COMPANY, AS A SUBSTANTIAL NUMBER OF STOCKHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.

Stockholders who do not hold their shares in their own name (referred to in this Proxy Statement as “beneficial stockholders”"beneficial stockholders") should note that only proxies deposited by stockholders whose names appear on the records of our company as the registered holders of shares of common stock can be recognized and acted upon at our annual meeting.  If shares of common stock are listed in an account statement provided to a stockholder by a broker, then in almost all cases those shares of common stock will not be registered in the stockholder’sstockholder's name on the records of our company.  Such shares of common stock will more likely be registered under the names of the stockholder’sstockholder's broker or an agent of that broker.  In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee and custodian for many Canadian brokerage firms).  Beneficial stockholders should ensure that instructions respecting the voting of their shares of common stock are communicated to the appropriate person, as without specific instructions, brokers/nominees are prohibited from voting shares for their clients.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial stockholders in advance of stockholders' meetings, unless the beneficial stockholders have waived the right to receive meeting materials.  Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by beneficial stockholders in order to ensure that their shares of common stock are voted at our annual meeting.  The Form of Proxy supplied to a beneficial stockholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered stockholders by our company.  However, its purpose is limited to instructing the registered stockholder (the broker or agent of the broker) how to vote on behalf of the beneficial stockholder.  The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”("Broadridge") (formerly, ADP Investor Communication Services in the United States and Independent Investor Communications Company in Canada).  Broadridge typically applies a special sticker to proxy forms, mails those forms to the beneficial stockholders and the beneficial stockholders return the proxy forms to Broadridge.  Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at our annual meeting.A beneficial stockholder receiving a Broadridge proxy cannot use that proxy to vote shares of common stock directly at our annual meeting - the proxy must be returned to Broadridge well in advance of our annual meeting in order to have the shares of common stock voted.

Although a beneficial stockholder may not be recognized directly at our annual meeting for the purposes of voting shares of common stock registered in the name of his broker (or agent of the broker), a beneficial stockholder may attend at our annual meeting as proxyholder for the registered stockholder and vote the shares of common stock in that capacity.  Beneficial stockholders who wish to attend at our annual meeting and indirectly vote their shares of common stock as proxyholder for the registered stockholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’sbroker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of our annual meeting.

Alternatively, a beneficial stockholder may request in writing that his or her broker send to the beneficial stockholder a legal proxy which would enable the beneficial stockholder to attend at our annual meeting and vote his or her shares of common stock.

There are two kinds of beneficial owners –- those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101, issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs.

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Quorum

A quorum of stockholders is necessary to take action at our annual meeting.  The holders of a majority of the shares entitled to vote as at the Record Date, present in person or by proxy, shall constitute a quorum for the transaction of business at our annual meeting.  However, if a quorum is not present, then the holders of a majority of the shares of common stock of our company who are present at the Meeting, in person or by proxy, may adjourn such meeting from time to time until holders of a majority of the shares of the capital stock shall attend.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.  Broker non-votes occur when a nominee holding shares of common stock for a beneficial owner of those shares of common stock has not received voting instructions from the beneficial owner with respect to a particular matter and such nominee does not possess or choose to exercise discretionary authority with respect thereto.  Broker non-votes and abstentions will be included in the determination of the number of shares of common stock present at our annual meeting for quorum purposes but will not be counted as votes cast on any matter presented at our annual meeting.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO MARK, DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND OUR ANNUAL MEETING.  IF YOU PLAN TO ATTEND OUR ANNUAL MEETING TO VOTE IN PERSON AND YOUR SHARES ARE REGISTERED WITH OUR TRANSFER AGENT IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR SHARES OF COMMON STOCK.

Dissenting Stockholder Rights

Dissenting stockholders have no appraisal rights under Nevada law or under our Articles of Incorporation or bylaws in connection with the matters to be voted on at the Meeting.

What is the difference between a stockholder of record and a “street name”"street name" holder?

If your shares are registered directly in your name with our transfer agent, Olympia Trust, then you are a stockholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank, or other nominee, then the broker, bank, or other nominee is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in “street"street name.”" Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other nominee how to vote their shares. Street name holders are also invited to attend the Meeting.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one name or in different accounts. To ensure that all of your shares are voted, please vote by proxy by following instructions provided in each proxy card. If some of your shares are held in “street"street name,”" you should have received voting instruction with these materials from your broker, bank or other nominee. Please follow the voting instruction provided to ensure that your vote is counted.

Can I change my vote after submitting my proxy?

Yes. You may revoke your proxy and change your vote at any time before the final vote at the Meeting. If you are a stockholder of record, you may vote again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Meeting will be counted), by signing and returning a new proxy card with a later date, or by attending the Meeting and voting in person.Your attendance at the Meeting will not automatically revoke your proxy unless you vote again at the Meeting or specifically request in writing that your prior proxy be revoked. You may also request that your prior proxy be revoked by delivering to our company, at the address on the Notice of Meeting, Attention: President, a written notice of revocation prior to the Meeting being held at the offices of Macdonald Tuskey, our corporate counsel.

If you hold your shares in the street name, you will need to follow the voting instruction provided by your broker, bank or other nominee regarding how to revoke or change your vote.

How can I attend the Meeting?

You may call us at 604-602-16751-888-ENRT201 if you want to obtain directions to be able to attend the Meeting and vote in person.

You may be asked to present valid picture identification, such as a driver’sdriver's license or passport, before being admitted to the Meeting. If you hold your shares in street name, you will also need proof of ownership to be admitted to the Meeting. A recent brokerage statement or letter from your broker, bank or other nominee is an example of proof of ownership.

Counting of Votes

All votes will betabulatedbetabulated by the inspector of election appointed for the Meeting, who will separately tabulate affirmative and negative votes and abstentions. Shares represented by proxies that reflect abstentions as to a particular proposal will be counted as present and entitled to vote for purposes of determining a quorum.  An abstention is counted as a vote against that proposal.  Shares represented by proxies that reflect a broker “non-vote”"non-vote" will be counted as present and entitled to vote for purposes of determining a quorum.  A broker “non-vote”"non-vote" will be treated as not-voted for purposes of determining approval of a proposal and will not be counted as "for" or "against" that proposal.  A broker “non-vote”"non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority or does not have instructions from the beneficial owner.

Who pays for the cost of proxy preparation and solicitation?

We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks or other nominees for forwarding proxy materials to street name holders.

We are soliciting proxies primarily by mail. In addition, our directors, officers and regular employees may solicit proxies by telephone, facsimile, mail, other means of communication or personally. These individuals will receive no additional compensation for such services. We will ask brokers, banks, and other nominees to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable charges and expenses.

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. These statements relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”"may", “should”"should", “expect”"expect", “plan”"plan", “anticipate”"anticipate", “believe”"believe", “estimate”"estimate", “predict”"predict", “potential”"potential" or “continue”"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 that may cause our company’scompany'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 and Canada, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Voting Securities and Principal Holders Thereof

We are authorized to issue 200,000,000 shares of common stock with a par value of $0.001. As of the Record Date a total of 87,233,072155,116,088 shares of common stock were issued and outstanding.  Each share of common stock carries the right to one vote at the Meeting.

Only registered stockholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the best of our knowledge, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, shares of common stock carrying more than 10% of the voting rights attached to the outstanding Common Shares of our company other than set forth in the section “Security"Security Ownership of Certain Beneficial Owners and Management”Management" below.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the Record Date, certain information with respect to the beneficial ownership of our shares of common stockshares by each stockholdershareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

¹Percentage of ownership is based on 87,233,072shares of common stock issued and outstanding as of the Record Date. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares.
²Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the Record Date.

³Mr. McAllister’s shareholdings include 3,410,000 shares of common stock, 805,000 stock options and 80,000 Warrants exercisable within 60 days of the Record Date.
⁴Mr. Chadwick’s shareholdings include 16,000,000 shares held in the name of 0984329 BC Ltd., for which Mathew Chadwick is the sole beneficiary of the Company.
⁵Mr. Findlay’s shareholdings include 1,702,000 shares of common stock, 1,700,000 warrants and 250,000 stock options exercisable within 60 days of the Record Date.
⁶Ms. Bhullar’s shareholdings include 201,000 shares of common stock and 100,000 warrants and 750,000 stock options exercisable within 60 days of the Record Date.
⁷ Mr. Thomas’ shareholdings include 350,000 warrants owned by Jatmet Consult Ltd., solely owned company by John Thomas and 200,000 stock options exercisable within 60 days of the Record Date.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

Proposal 1
Election of Directors

Our board of directors has nominated the persons named below as candidates for directors at the Meeting. These nominees are all of our current directors. Unless otherwise directed, the proxy holders will vote the proxies received by them for the three nominees named below.

Each director who is elected will hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified. Any director may resign his or her office at any time and may be removed at any time by the majority of vote of the stockholders given at a special meeting of our stockholders called for that purpose.

Our company’scompany's management proposes to nominate the persons named in the table below for election by the stockholders as directors of the company.  Information concerning such persons, as furnished by the individual nominees, is as follows:

Our board of directors recommends that you vote FOR the nominees.

Nominees

As at the Record Date, our directors, their age, positions held, and duration of term, are as follows:

Business Experience

The following is a brief account of the education and business experience of the nominees during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.

Robert McAllister, President, Director

Mr. Robert McAllister has servedwas appointed as our President sincepresident in November 30, 2007 and as a director sincein April 2008.

RobertMr. McAllister has devoted approximately 90% of his professional time to the business and intends to continue to devote this amount of time in the future, or more as required.

Mr. McAllister has been a corporate consultant since 2004. He has also provided and written business and investment articles from 1996 to 2006 in various North American publications. Mr. McAllister is a resource investment entrepreneur with over 20 years of experience in resource sector evaluations and commodity cycle analysis. He

Kevin Brown, Director

Mr. Brown brings extensive knowledgeover 18 years of diversified financial and expertisebusiness management experience in building a successful company. From July 2008 to September 2011 Mr. McAllister wasprivate companies, covering the Chief Executive of Cheetah Oil & Gas Ltd. ("Cheetah Oil & Gas"), a company quoted on the OTC Bulletin Boardhigh-tech, mining, and the Canadian Securities Exchange that was basedhealth and wellness industries. With an investment and business background, Kevin leads his organization: Character Counts Coaching and Consulting. He works with business owners and executives in Canadacreating unity and engaged instrategy and overcoming the exploration forroadblocks towards achieving short and production of oil and natural gas primarily in Mississippi, the United States.

Our company believes that Mr. McAllister has the business and operational experience of running publicly listed companies and management skills necessary to be a director of our company. From Mr. McAllister’s experience as an entrepreneur, his background and knowledge in starting up venture companieslong term goals. Currently Kevin is an asset to our company.

John Thomas

Dr. John Thomasmany organizations,  being directly involved in mediation, negotiations, and consulting leaders and their teams in developing strategy and execution.  Mr. Brown was appointed a director on March 19, 2012.

Dr. Thomasand audit committee member of CSE listed Enertopia from October, 2015 to December, 2019. And over the past 3yrs has focused his work time as consulting for small businesses. Mr. Brown's time commitment is a professional engineer, and holds a PhD in chemical engineering. He also received a diploma in accounting and finance from the U.K. Association of Certified Accountants. He has 39 years of experience in the mining industry, including both base metal and precious metal projects in several countries. His experience covers a wide range of activities in the mining industry from process development, management of feasibility studies, engineering and management of construction, and operation of mines. From January 2005 to February 2011, Dr. Thomas served as the Chief Operating Officer of Infinito Gold Ltd., a gold exploration company. From March 2011 till December 2011, Dr. Thomas through his consulting company JAT Metconsult Ltd. provided consulting services to Prodigy Gold Inc. (acquired by Argonaut Gold Inc.), GranColombia Resources Corp. and Antioquia Gold Inc. Since January 2012 to present, he also has been the Chief Operating Officer of Edgewater Exploration Ltd., a Canadian based mineral exploration and mine development company focused on two gold projects with defined resources.

Our company believes that Mr. Thomas has essential educational knowledge in both sciences and business (ie. accounting and finance) to be a director of our company. Additionally, he has varying degrees of experience in consulting and serving10% as a director of publicly listed companies that would an asset to our company.Enertopia.

Donald FindlayJohn Nelson, Director

Mr. Findlay was appointed a director on June 2, 2011.

Mr. FindlayNelson has workedover 38 years of resource industry experience in the resource exploration business since 1980.geology and geophysics. He has worked in different capacities from consultant to the positions of seniorserved as an exploration geologist and exploration manager.project manager in numerous worldwide frontier areas for Mobil Oil Corp. including the Central and East African rift basins, before moving to Canada in 1993, where starting out as a consulting geologist. Prior to entering the public sector, Mr. Findlay completedNelson founded three private companies providing various geophysical services and technology applications to Canadian based oil and mining companies. Mr. Nelson currently performs advisory and various resource asset acquisition services thru his MScconsulting company Tracker Resource Management Ltd. That company has evaluated numerous lithium assets in the U.S., Argentina, Africa and Canada. He holds B.Sc. and M.Sc. Degree's in geology in 1978 with his thesisfrom Michigan State University and is a member of AAPG former APEGGA member.  Mr. Nelson was a board member and on copper molybdenum porphyry deposits. From October 2009 to September 2011,the audit committee for each of the following listed companies Winslow Resources 2001 -2007;  Ceres Capital 2006-2008;  Resource Hunter Capital 200-2007; Dualex Energy Int'l 2007-2011; Lion Energy 2009-2011; Liuyang Fireworks 2009-2015; Diaz Resources 2013;  Tuscany Energy Ltd 2013-2016;  Africa Hydrocarbons 2012-2016. Mr. Findlay served as President of Cheetah Oil & Gas. From June 2011 to present, Mr. Findlay has been a director of our company.

Our company believes that Mr. FindlayNelson's time commitment is qualified to serve10% as a director of our company in consideration of his educational background in geology. In addition, Mr. Findlay’s experience as a director of a public company is an asset to serving as a director of our company.

Mathew Chadwick

Mr. Chadwick was appointed a director and Senior Vice President of Marijuana Operations on March 10, 2014.

Mr. Chadwick was a founding partner of World of Marihuana Productions Ltd. (“WOM”). He has worked in the horticulture field for over 20 years gaining valuable hands on experience and has been the key contributor to the success of several facilities . Mr. Chadwick’s focus on bringing awareness to the public body for the need of pain management alternatives has proved to be an asset to the growth of the sector.

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Mr. Chadwick has consulted in cultivation, and managed large-scale production of medical marijuana. A participant of the MMAR program since 2004, he has researched growing techniques such as; drip irrigation, ebb and flow, flood and drain, NFT and DWC systems, soilless and coco mediums . Through research and development he implemented and managed practices using advanced methods to achieve superior quality products and maximum yields.

Mr. Chadwick has also had a long standing career with Re/Max Realty, Real Estate in real estate sales, over the years earning awards for top 10% producing realtor in (GVREB) Greater Vancouver Real Estate Board. Mr. Chadwick was with Re/Max Realty from October 2008 until October 2013 when he focused full time at the World of Marihuana, a marihuana facility of WOM in Mission, British Columbia, in the transition period for the Health Canada license under the new medical purposes regulations program.

Our company believes that Mr. Chadwick’s work and research in horticulture and consultation in the cultivation of medical marijuana gives him the qualifications to serve as our director. Additionally, his professional experience in business (ie. real estate) would be an asset as a director of our company.Enertopia.

Executive Officers

Our executive officers are appointed by our board of directors and serve at the pleasure of our board of directors.

The names of our executive officers, their ages, positions held, and durations of such and a brief description of the backgrounds and business experiences for the past five years are as follows:

Bal Bhullar,*Note Robert McAllister resigned from interim Chief Financial Officer on August 16, 2022

Ms. Bhullar bringsBusiness Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.

Robert McAllister, President

Mr. McAllister was appointed as president in November 2007 and director in April 2008.

Mr. McAllister has devoted approximately 90% of his professional time to the business and intends to continue to devote this amount of time in the future, or more as required.

Mr. McAllister has been a corporate consultant since 2004. He has also provided and written business and investment articles from 1996 to 2006 in various North American publications. Mr. McAllister is a resource investment entrepreneur with over 20 years of diversified financial and risk management experience in both privateresource sector evaluations and public companies,commodity cycle analysis.

Allan Spissinger, Chief Financial Officer

Mr. Spissinger was appointed as Chief Financial Officer in August 2022.

Mr. Spissinger worked within the Informational Technologies (IT) sector for over a decade; specializing in corporate IT infrastructure and software development projects. Mr. Spissinger joined the audit and assurance department at PricewaterhouseCoopers (PwC) where he obtained his Chartered Professional Accountant (CPA) designation focusing on financial reporting and Sarbanes-Oxley (SOX) compliance in the industries of high-tech, film, mining, marine, oil & gas, energy, transport, medical marijuanafollowing sectors: resources, manufacturing and spa industries. Among some of the areas of experience, Ms. Bhullar brings expertise in financial & strategic planning, operational & risk management, regulatory compliance reporting, business expansion, startup operations, financial modeling, program development, corporate financing,technologies. Mr. Spissinger's positive mentorship, excellent communication and corporate governance/internal controls. Previously, Ms. Bhullar has held various positions as President of BC Risk Management Association of BC, and served as Director and CFOextensive leadership skills have enabled him to successfully manage a variety of private and public companies. Currently, Ms. Bhullar serves as a Director and CFObusinesses for Bare Elegance Medspa, and is CFO and a Director of Lexaria Corp.over 20 years.

Ms. Bhullar is a Chartered Professional Accountant, Certified General Accountant and as well holds a CRM designation from Simon Fraser University and a diploma in Financial Management from British Columbia Institute of Technology.

For information regarding Messrs McAllister, Thomas, Findlay and Chadwick, see “Nominees” beginning on page 8.

Family Relationships

There are no family relationships between any directorof our directors, executive officers and proposed directors or executive officer.officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, noneNone of our directors, or executive officers, promoters or control persons has been involved in any of the following events during the past tenfive years:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Corporate Governance8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Public AvailabilityCompliance with Section 16(a) of Corporate Governance Documentsthe Securities Exchange Act of 1934

Our key corporate governance document isSection 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended August 31, 2022, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics which is:

• available in print to any stockholder who requests it from our President; and
• filed on EDGAR as an exhibit to our annual report on Form 10-KSB filed on November 29, 2007.

Code of Ethics

We adopted a Code of Ethics applicable to our senior financial officers and certain other finance executives, which is a “code"code of ethics”ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our Annual Report on Form 10-KSB filed on November 29, 2007. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Board and Committee Meetings

Our board of directors held no formal meetings during the year ended August 31, 2013.2022. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised StatutesGeneral Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

ItNomination Process

As of August 31, 2022, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our policyCompany's requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to inviterecommend candidates directly to our board, they may do so by sending communications to the president of our Company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

Currently our audit committee consists of three members of our entire board of directors, to attend the Meeting of stockholders. Three directors are expected to attend the Meeting.

Committees of the Board of Directors

Robert McAllister, Kevin Brown and John Nelson. We currently do not have a nominating, or compensation committeecommittees or committees performing similar functions. There has not been any defined policy or procedure requirements for stockholdersshareholders to submit recommendations or nomination for directors.

Audit CommitteeOur board of directors has determined that it does not have a member of its board of directors that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and Audit Committee Financial Expertis "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

Currently our audit committee consistsWe believe that the members of Robert McAllister, John Thomas and Donald Finley who are all directors of our company.

Our audit committee operates pursuant to a written charter adopted by our board of directors a copy of which is attached as Schedule “A” to this Proxy Statement.

We believe that two of our members of our audit committee, Robert McAllister and John Thomas, are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an additional independent director who would qualify as an “audit"audit committee financial expert”expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Director Independence

We currently act with four directors, consisting of Robert McAllister, Donald Findlay, John Thomas and Mathew Chadwick. We have determined that John Thomas and Donald Findlay are “independent directors” as defined in Rule 5605(a) of the Nasdaq Listing Rules.

Stockholder Communications with Our Board of Directors

Because of our company’s small size, we do not have a formal procedure for stockholder communication with our board of directors. In general, members of our board of directors and executive officers are accessible by telephone or mail. Any matter intended for our board of directors, or for any individual member or members of our board of directors, should be directed to our President with a request to forward the communication to the intended recipient.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended August 31, 2013, all filing requirements applicable to our executive officers, directors and persons who own more than 10% of our common stock were complied with, with the exception of the following:

Notes:

Executive Compensation

The following table sets forth all compensation received during the two years ended August 31, 2013 by our Chief Executive Officer, Chief Financial Officer and eachparticulars of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These officers are referred to as the “named executive officers” in this proxy statement.

Summary Compensation

The particulars of compensation paid to the following persons:

Notes:

who we will collectively refer to as the named executive officers of our Company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

(1)EmploymentOn November 30, 2007, Mr. McAllister was appointed as our President and Consulting Agreements

Weon April 14, 2008 he was appointed as a director.  On July 31, 2017, Mr. McAllister was appointed interim CFO. 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. On May 1, 2022, the Company entered into a consulting agreement with Mr. Robert McAllisterPresident of the Company for $9,500 per month plus goods and services tax ("GST") on December 1, 2007. During the term of this agreement,a continuing basis. On August 16^th Mr. McAllister is to provide corporate administration and oil & gas exploration and productionresigned from the interim CFO position.

(2)On August 16, 2022, Mr. Spissinger was appointed as our CFO.

Employment/Consulting Agreements

July 1, 2017, a 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 our company, and supervising office staff and exploration and oil & gas consultants. Mr. McAllistercontract was reimbursedentered into with remuneration set at the rate of $2,000$3,500 per month. On December 1, 2008, the consulting fee was increased to $5,000 per month.month plus GST. 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. On March 1, 2014, the company entered into a new managementMr. McAllister voluntarily suspended and terminated accrual of these consulting contract with Robert McAllister, whereas the consulting fee has increased to $6,500 per month.

Onfees commencing on December 1, 2008, we2019. On May 1, 2022, the Company entered into a consulting agreement with CAB Financial Services, a corporation organized under the lawsPresident of the Province of British Columbia. CAB Financial Services is a consulting company controlled by the chairman of the board and the chief executive officer of the Company. A fee of $5,000 per month is accrued. We may terminate this agreement without prior notice based on a number of conditions. CAB Financial Services Ltd. May terminate the agreement at any time by giving 30 days written notice of his intention to do so. This contract was terminated in July, 2013.

On October 9, 2009, we entered into a consulting agreement with BKB Management Ltd, a corporation organized under the laws of the Province of British Columbia. BKB Management controlled by our Chief Financial Officer. A fee of CAD$4,675 including GST is paid per month. We may terminate this agreement without prior notice based on a number of conditions. BKB Management Ltd. May terminate the agreement at any time by giving 30 days written notice of his intention to do so. Effective April 1, 2011, the consulting services are CAD$5,500Company for $9,500 per month plus HST. On March 1, 2014, the company entered into a new management consulting contract with BKB Management Consulting Ltd., whereas the consulting fee has increased to $7,500 per month.

On October 9, 2009, we entered into a consulting agreement with Mark Snyder pursuant to which he agreed to act as our Chief Technical Officer in consideration of a fee of $1,000 per month. This contract was terminated in July, 2013

On March 10, 2014, we entered into a Management Agreement with Mathew Chadwick as Senior Vice President of Marijuana Operations. The initial term of this agreement shall begin on the date of execution of this agreementgoods and continue for six months. Thereafter the agreement will continueservices tax ("GST") on a month-by-month basis pending cancelation by written notification with 30 days of notice. In consideration for the services we will pay CAD$25,000 per month.continuing basis.

Other than as set out above,in this annual report on Form 10-K we have not entered into any employment or consulting agreements with any of our current officers, directors or employees.

Grants of Plan-Based Awards Table

On October 23, 2015, the Company granted 1,850,000 stock options to directors, officers and consultant of the Company with an exercise price of $0.05 vested immediately, expiring October 23, 2020. 50,000 stock options were cancelled.

On February 4, 2016, the Company granted 100,000 stock options to Advisor of the Board of the Company with an exercise price of $0.05 vested immediately, expiring February 4, 2021.

Outstanding Equity Awards at Fiscal Year-EndYear End

The following table sets forthparticulars of unexercised options, stock that has not vested and equity incentive plan awards for eachour named executive officer certain information concerningofficers are set out in the outstanding equity awards as of August 31, 2013:following table:

Note:

Option exercises and stock vested table.Exercises

During our fiscal year ended August 31, 2013 there2022, a total of 226,776 (August 31, 2021 - 2,720,000) stock options were no options exercised by our named officers.resulting in issuance of 113,388 common shares on a cashless basis, valued at $0.02 per each stock option exercised.

Compensation of Directors Compensation

WeExcept as otherwise disclosed, we do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Note:Pension, Retirement or Similar Benefit Plans

Securities AuthorizedThere are no arrangements or plans in which we provide pension, retirement or similar benefits for Issuance under Equity Compensation Plans

directors or executive officers. We have no long-term incentivematerial bonus or profit-sharing plans other than thepursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock option plans described below.

Stock Option Plans

On December 14, 2007, our board of directors approved our 2008 Stock Option Plan. Under the 2008 Stock Option Plan, options may be granted to our directors, officers, employees and consultants as determined by our boardat the discretion of directors. Pursuant to the Plan, we reserved for issuance 1,400,000 post share consolidation shares of our common stock (2,800,000 pre-consolidation shares). As at August 31, 2010, there were 510,000 shares of our common stock still available for grant under this plan. Subsequent to our year ended August 31, 2010, our board of directors grantedor a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our Company during the remaining share purchase options available under this plan.

On December 29, 2009, our board of directors approved our 2010 Equity Compensation Plan. Under the 2010 Plan, our board of directors can grant up to 2,000,000 optionslast two fiscal years is or has been indebted to our directors, officers, employees and consultants. The 2010 Plan was approvedCompany by our stockholders on February 5, 2010. As at August 31, 2010, there were 1,100,000 sharesway of our common stock still available for grant under this plan. Subsequent to our year ended August 31, 2010, our boardguarantee, support agreement, letter of directors granted 500,000 share purchase options available under this plan.

On April 14, 2011, our stockholders approved and adopted at the Annual General Meeting to roll our 2007 Equity compensation plan and our 2010 Equity Compensation Plan into a new 2011 Stock Option Plan. The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 4,720,348 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to anycredit or other share compensation arrangement. As of the Record Date, we have granted a total of 3,500,000 stock options.similar agreement or understanding currently outstanding.

As at the date of this Proxy Statement, there were no stock options exercised

Equity Compensation Plan Information

The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fiscal year ended August 31, 20132022

Transactions with Related Persons

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended August 31, 2013,2022, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last two completed fiscal years.

ForOther than as disclosed herein, for the year ended August 31, 2013,2022, our company was not party to the followingany related party transactions:transactions.

• Paid /accrued $60,000 (August 31, 2012: $60,000) to the President of the Company in consulting fees.

• Paid/accrued $55,000 (August 31, 2012: $60,000) of consulting fees to a company controlled by a former Director/CEO of the Company.

• Paid/accrued $65,435 (August 31, 2012: $65,543) in consulting fees to a company controlled by the CFO of the Company.

• Paid /accrued $6,040 (August 31, 2012: $9,000) in consulting fee former CTO of the Company.

• Paid / accrued $110 (August 31, 2012: $9,375) in consulting fee to former Senior VP, Business Development.

• Included in accounts payable, $123,610 was payable to the President and a company controlled by a CFO of the Company.

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

Employment Agreements

For information regarding compensation for our executive officers and directors, see “Executive Compensation”"Executive Compensation" beginning on page 1213 and “Proposal 1”"Proposal 1" beginning on page 8 .8.

Proposal 2
Ratification of the Continued Appointment of the Independent Registered Public Accounting Firm

Our board of directors is asking our stockholders to ratify the continued appointment of MNPDavidson & Company LLP, as our independent registered public accounting firm for the fiscal year ending August 31, 20142023 at a remuneration to be fixed by the Board.

Stockholder ratification of the continued appointment of MNPDavidson & Company LLP is not required under the Nevada corporate law, our bylaws or otherwise. However, our board of directors is submitting the continued appointment of MNPDavidson & Company LLP as our independent registered public accounting firm to our stockholders for ratification as a matter of corporate practice. If our stockholders fail to ratify the continued appointment, our board of directors will reconsider whether or not to retain the firm. Even if the appointment is ratified, our board of directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our board of directors determines that such a change would be in the best interest of our company and our stockholders.

Representatives of MNPDavidson & Company LLP are not expected to be present at the Meeting. However, we will provide contact information for MNPDavidson & Company LLP to any stockholders who would like to contact the firm with questions.

Unless otherwise directed, the proxy holders will vote the proxies received by them for the ratification of the continued appointment of MNPDavidson & Company LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2014.2023.

At the Meeting the stockholders will be asked to approve the following resolution:

RESOLVED THAT the continued appointment of MNPDavidson & Company LLP as our independent registered public accounting firm is ratified, approved and confirmed and that the remuneration be fixed by the board.

Our Board of Directors recommends that you vote FOR the ratification of the continued appointment of MNPDavidson & Company LLP as our independent registered public accounting firm as our auditors for the fiscal year ending August 31, 20142023 at a remuneration to be fixed by the Board.

Fees Paid to Our Independent Registered Public Accounting Firm

Audit fees

The aggregate fees billed for the most recently completed fiscal year ended August 31, 2013 and for fiscal year ended August 31, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Audit Fees

Audit fees consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by MNPDavidson & Company LLP for the fiscal years ended August 31, 20132022 and August 31, 20122021 in connection with statutory and regulatory filings or engagements.

Audit related Fees

There were $25,651,no audit related fees paid to MNPLLPDavidson & Company LLP for the fiscal year ended August 31, 20132022 and $19,986none for the fiscal year ended August 31, 2012.2021.

Tax Fees

Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions. For the fiscal years ended August 31, 20132022 and August 31, 2012,2021 we did not use MNPDavidson & Company LLP for non-audit professional services or preparation of corporate tax returns.

We do not use MNPDavidson & Company LLP, for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage MNPDavidson & Company LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:

• approved by our audit committee (which consists of Robert McAllister, John Thomas and Donald Finley who are all directors of outour company); or

• entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’directors' responsibilities to management.

Our audit committee pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’auditors' independence.

Proposal 3
Change

Amendment to Our Corporation's Articles - Increase Authorized Capital (Common Stock)

Our Articles of BusinessIncorporation (the "Articles

Over") currently authorize the past four months we have changedissuance of 200,000,000 shares of common stock, $0.001 par value.  On January 12, 2023 our company’s direction fromboard of directors approved, subject to receiving the explorationapproval of oil and gas properties to a non-resource business, more specificallymajority of the medical marihuana business (the “Change of Business”). We determined to make this change after an evaluationstockholders of our company’s existing resourcescommon stock, an amendment to our Articles to increase our authorized shares of common stock to 500,000,000 shares, par value $0.001 per share:

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