UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]

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[   ] Preliminary Proxy Statement
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[X] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material Pursuant to Rule 14a-12

ENERTOPIA CORPORATIONCORP.
Name of the Registrant as Specified In Its Charter

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Table of Contents

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 14, 2011JUNE 11, 2014

Dear Stockholder:

Our annual meeting of stockholders will be held at Suite 400, 570 Granville Street, Vancouver, BC, Canada, V6C 3P1, at 10:00 a.m., local time, onThursday April 14, 2011Wednesday, June 11, 2014 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 onMarch 7, 2011April 14, 2014 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: May <>, 2014

ENERTOPIA CORPORATION.CORP.
950-1130 West Pender Street
Vancouver, BC, Canada V6E 4A4
Telephone: (604) 602-1633

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 14, 2011JUNE 11, 2014

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS

Why am I receiving these materials?

The board of directors of Enertopia Corporation.Corp. (“we”, “us” or “our”) is soliciting proxies for use at the annual meeting of stockholders to be held at Suite 400, 570 Granville Street, Vancouver, BC, Canada, at 10:00 a.m., local time, onThursday, April 14, 2011Wednesday, June 11, 2014 or at any adjournment of the annual meeting.meeting (the "Meeting"). These materials were first sent or given to our stockholders on or aboutMarch 21, 2011April 30, 2014.

What is included in these materials?

These materials include:

• the notice of the 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, 2010,2013, as filed with the Securities and Exchange Commission on November 29, 2010.December 6, 2013.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 14, 2011JUNE 11, 2014

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 annual meeting?Meeting?

Our stockholders will vote on:vote:

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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 annual meeting,Meeting, but you do not need to attend the annual meetingMeeting in person to vote your shares. Even if you do not plan to attend the annual meeting,Meeting, please vote by proxy by following instructions provided in the proxy card.

Who can vote at the annual meeting?Meeting?

Our board of directors has fixed the close of business onMarch 7, 2011April 14, 2014 as the record date (the "Record Date") for the determination of the stockholders entitled to notice of, and to vote at, the annual meetingMeeting or any adjournment. If you were a stockholder of record on the record date,Record Date, you are entitled to vote at the annual meeting.Meeting.

As of the record date, 23,601,740Record Date, 87,233,072 shares of our common stock were issued and outstanding and no other voting securities were issued and outstanding. Therefore, a total of 23,601,74087,233,072 votes are entitled to be cast at the annual meeting.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.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 shareholderstockholder 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 shareholderstockholder may appoint a person to represent such shareholderstockholder 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 shareholder,stockholder, and returning it to our transfer agent, Nevada Agency and TransferOlympia Trust Company 501003, 750 West LibertyPender Street Suite 880 Reno NV 89501.Vancouver, BC V6C 2T8. All shareholdersstockholders are urged to complete, sign, date and promptly return the proxy by mail in the enclosed postage-paid envelope, or by fax after reviewingIf you do not wish to vote in person or if you will not be attending the information containedMeeting, you may vote by proxy by mail, by telephone or via the Internet by following instructions provided in thisthe proxy statement. A postage prepaid envelope will be provided for U.S. residents only. International residents, including Canadian residents, will be responsible for postage charges. 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 4824 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 votedvoted: (1) FOR the election of the nominees for our Board of Directors, the approval, ratificationDirectors; (2) to approve, ratify, and confirmation of the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan into one plan and approve the terms of this new plan referred to as the 2011 Stock Option Plan, and for the appointment of Chang Leeappoint MNP LLP as the Company’sour company’s auditors for the 20112014 fiscal year and to allow directors to set the remuneration,remuneration; (3) FOR a change of business of our company; (4) to approve the compensation to be paid to the company's named executive officers; (5) in favour of the three year frequency of stockholder advisory votes on compensation (6) to approve Company’s 2014 stock option plan, and (7) 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 judgement,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 SHAREHOLDERSSTOCKHOLDERS OF OUR CORPORATION,COMPANY, AS A SUBSTANTIAL NUMBER OF SHAREHOLDERSSTOCKHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.

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ShareholdersStockholders who do not hold their shares in their own name (referred to in this Proxy Statement as “beneficial shareholders”stockholders”) should note that only proxies deposited by shareholdersstockholders whose names appear on the records of our Corporationcompany 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 shareholderstockholder by a broker, then in almost all cases those shares of common stock will not be registered in the shareholder'sstockholder's name on the records of our Corporation.company. Such shares of common stock will more likely be registered under the names of the shareholder'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 shareholdersstockholders 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 shareholdersstockholders in advance of shareholders'stockholders' meetings, unless the beneficial shareholdersstockholders have waived the right to receive meeting materials .materials. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by beneficial shareholdersstockholders in order to ensure that their shares of common stock are voted at our annual meeting. The Form of Proxy supplied to a beneficial shareholderstockholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered shareholdersstockholders by our Corporation.company. However, its purpose is limited to instructing the registered shareholderstockholder (the broker or agent of the broker) how to vote on behalf of the beneficial shareholder.stockholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“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 shareholdersstockholders and the beneficial shareholdersstockholders 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 shareholderstockholder 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 shareholderstockholder 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 shareholderstockholder may attend at our annual meeting as proxyholder for the registered shareholderstockholder and vote the shares of common stock in that capacity. Beneficial shareholdersstockholders who wish to attend at our annual meeting and indirectly vote their shares of common stock as proxyholder for the registered shareholderstockholder 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's agent) in accordance with the instructions provided by such broker (or agent), well in advance of our annual meeting.

Alternatively, a beneficial shareholderstockholder may request in writing that his or her broker send to the beneficial shareholderstockholder a legal proxy which would enable the beneficial shareholderstockholder 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.

Quorum

A quorum of shareholdersstockholders is necessary to take action at our annual meeting. A minimumThe holders of one persona majority of the shares entitled to vote as at the Record Date, present in person or represented by proxy, and holding 10% of the issued and outstanding shares of common stock entitled to vote at the annual meeting as at March 7, 2011 willshall 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 the Companyour company who are present at the annual meeting,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.

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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 .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.

How do I vote my shares?

If you are a stockholder of record, you may vote in person at the annual meeting or by proxy.

• To vote in person, come to the annual meeting, and we will give you a ballot when you arrive.

• If you do not wish to vote in person or if you will not be attend the annual meeting, you may vote by proxy by mail, by telephone or via the Internet by following instructions provided in the proxy card.

If you hold your shares in “street name” and:

• you wish to vote in person at the annual meeting, you must obtain a valid proxy from your broker, bank, or other nominee that holds your shares giving you the right to vote the shares at the annual meeting. Please follow the instructions from your broker, bank or other nominee, or contact your broker, bank or other nominee to request a proxy card.

• you do not wish to vote in person or you will not be attend the annual meeting, you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee should have enclosed or otherwise provided a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares.

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

If your shares are registered directly in your name with our transfer agent, Nevada Agency and Transfer Company,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 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 annual meeting.

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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 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.

What vote is required for the election of directors or for the approval of a proposal?

The vote of a majority in interest of our stockholders present in person or represented by proxy and entitled to vote at the annual meeting will be sufficient to elect directors or to approve a proposal.

For the election of directors, the nominees who receive more “For” votes than the combined votes of “Against” votes and votes that are abstained will be elected as directors. There is no cumulative voting in the election of directors.

How are votes counted?

For the election of directors, you may vote “For”, “Against”, or “Abstain” for each nominee for director. Votes that are abstained will have the same effect as “Against” votes. Broker non-votes will have no effect on the outcome of the vote on the election of directors.

For the election of directors, the nominees who receive more “For” votes than the combined votes of “Against” votes and votes that are abstained will be elected as directors. There is no cumulative voting in the election of directors.

For the following item to be ratified and/or approved:

• the continued appointment of Chang Lee LLP our independent registered public accounting firm for the fiscal year ending August 31, 2011 and to allow directors to set the remuneration;

• the election of Robert McAllister, Dr. Gerald Carlson and Chris Bunka as directors ;

• to approve, ratify and confirm the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan into one plan and approve the terms of this new plan referred to as the 2011 Stock Option Plan; and

you may vote “For”, “Against”, or “Abstain” for the proposals. Votes that are abstained will have the same effect as “Against” votes. Broker non-votes will have no effect on the outcome of the vote on these proposals.

A “broker non-vote” occurs when a broker, bank, or other nominee holding shares for a beneficial owner in street name does not vote on a particular proposal because it does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner of those shares, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions.

How does the board of directors recommend that I vote?

Our board of directors recommends that you vote your shares “For”:

• the election of directors;

• the continued appointment of Chang Lee LLP our independent registered public accounting firm for the fiscal year ending August 31, 2011 and to allow directors to set the remuneration; and

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• approval, ratification and confirmation of the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan into one plan and approve the terms of this new plan referred to as the 2011 Stock Option Plan.

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 annual meeting.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 annual meetingMeeting will be counted), by signing and returning a new proxy card with a later date, or by attending the annual meetingMeeting and voting in person.Your attendance at the annual meetingMeeting will not automatically revoke your proxy unless you vote again at the annual meetingMeeting or specifically request in writing that your prior proxy be revoked. You may also request that your prior proxy be revoked by delivering to the Company a written notice of revocation prior to the annual meeting at Enertopia Corporation.,our company, at the address on the Notice of Meeting, Attention: President.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 annual meeting?Meeting?

You may call us at 604 602-1633604-602-1675 if you want to obtain directions to be able to attend the annual meetingMeeting and vote in person.

You may be asked to present valid picture identification, such as a driver’s license or passport, before being admitted to the annual meeting.Meeting. If you hold your shares in street name, you will also need proof of ownership to be admitted to the annual meeting.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 betabulated 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" will be counted as present and entitled to vote for purposes of determining a quorum. A broker "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" 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”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “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 that may cause our company’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.

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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 March 7, 2011, the record dateRecord Date a total of 23,601,74087,233,072 shares of common stock were issued and outstanding. Each share of common stock carries the right to one vote at the meeting.Meeting.

Only registered shareholdersstockholders as of the record dateRecord Date are entitled to receive notice of, and to attend and vote at, the meetingMeeting or any adjournment or postponement of the meeting.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 the Companyour company other than set forth in the section “Security Ownership of Certain Beneficial Owners and Management” below.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of March 7, 2011,the Record Date, certain information known to us with respect to the beneficial ownership of our shares of common stock by (i) each of our directors and nominees, (ii) each of our named executive officers (as defined instockholder known by us to be the “Executive Compensation” section) and current executive officers, and (iii) allbeneficial owner of our directors and current executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.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 23,601,740 shares87,233,072shares of common stock issued and outstanding as of March 7, 2011.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.

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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 March 7, 2011.the Record Date.
³Mr. McAllister’s shareholdings include 2,450,0003,410,000 shares of common stock, 805,000 stock options and 705,00080,000 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 March 7, 2011;the Record Date.
⁴⁶Mr. Bunka’sMs. Bhullar’s shareholdings include 765,000201,000 shares of common stock and 705,000100,000 warrants and 750,000 stock options exercisable within 60 days of Marchthe Record Date.

⁵⁷Mr. Bunka’sThomas' shareholdings include 1,898,333 shares held in the name of C.A.B. Financial Services and 333,333350,000 warrants held in the name of C.A.B. Financial Services and 200,000 shares held in 0743608 BCowned by Jatmet Consult Ltd., for which Chris Bunka is the sole beneficiary of both companies;
⁶Dr. Carlson’s shareholdings include 342,740 shares of common stock and 300,000 stock options exercisable within 60 days of March 7, 2011.
⁷Ms Bhullar’s shareholdings include 1,000 shares of common stock and 1,000 warrants and 500,000 stock options exercisable within 60 days of March 7, 2011.
⁸Mr. Snyder’s shareholdings include 500,000 shares of common stocksolely owned company by John Thomas and 200,000 stock options exercisable within 60 days of March 7, 2011.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 annual meeting.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’s management proposes to nominate the persons named in the table below for election by the shareholdersstockholders 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 March 7, 2011,the Record Date, our directors, and executive officers, 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

Mr. Robert McAllister has served as our President since DecemberNovember 30, 2007 and as one of our directorsa director since April 2008. Mr. McAllister has devoted approximately 45% of his professional time to our business and intends to continue to devote this amount of time in the future, or more if required by corporate events.

Robert McAllister is a resource investment entrepreneur with over 20 years of experience in resource sector evaluations and commodity cycle analysis. He brings extensive knowledge and expertise in building a successful company. From July 2008 to presentSeptember 2011 Mr. McAllister was the Chief Executive of Cheetah Oil & Gas Ltd. ("Cheetah Oil & Gas"), a company quoted on the OTC Bulletin Board and the Canadian Securities Exchange that was based in Canada and engaged in the exploration for and production of oil and natural gas primarily in Mississippi, the United States.

John Thomas

Dr. John Thomas was appointed a director on March 19, 2012.

Dr. Thomas 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. Since January 2012, he has also 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. In January 2013 to November 2013, he was contracted as an independent contract to serve as the Chief Operation Officer of Edgewater Exploration Ltd.

Donald Findlay

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

Mr. Findlay has worked in the resource exploration business since 1980. He has worked in different capacities from consultant to the positions of senior exploration geologist and exploration manager. Mr. Findlay completed his MSc in geology in 1978 with his thesis on copper molybdenum porphyry deposits. From October 2009 to September 2011, Mr. Findlay served as President of Cheetah Oil & Gas LtdGas.

Mathew Chadwick

Mr. Chadwick was appointed a publicly listed company locateddirector and Senior Vice President of Marijuana Operations on March 10, 2014.

Mr. Chadwick was a founding partner of World of Marihuana ("WOM") Productions. He has worked in British Columbia.

Dr. Gerald Carlson

Dr. Gerald Carlson served as our President from March 2005 to November 2007the horticulture field for over 20 years gaining valuable hands on experience and as one of our directors since March 2005.

From March 1999 to present, Dr. Carlson has been the President and Co-Founder of Copper Ridge Explorations Inc. (“Copper Ridge”), a publicly listed company located in Vancouver, British Columbia and a junior explorer with exploration projects in Alaska, Yukon, British Columbia and Mexico. Copper Ridge is currently focusing on base and precious metal targets.

Dr. Carlson is also onkey contributor to the boardsuccess of several other mineral exploration companies, including Almaden Minerals Ltd., Blue Sky Uranium Corp., Panthera Resources Inc., Taipan Resources Inc.facilities . Mr. Chadwick’s compassionate nature, thirst for knowledge and Tarsis Resources Ltd. From February 2000focus on bringing awareness to October 2004, Dr. Carlson was the Presidentpublic body for the need of Nevada Star Resource Corp., a publicly listed company located in Vancouver, British Columbia, exploring for nickel-copper-PGEs (platinum group metals) in Alaska.

Dr. Carlson received his Ph.D. through Dartmouth College in 1978, a M.Sc. from Michigan Technological University in 1974 and a B.Sc. frompain management alternatives has proved to be an asset to the Universitygrowth of Toronto in 1969, majoring in Geological Engineering.

Chris Bunkathe sector.

Mr. Chris BunkaChadwick has servedconsulted 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.

In the last five years, 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.

Our company believes that each of Mr. McAllister, Mr. Thomas, Mr. Findlay and Mr. Chadwick have the educational backgrounds, and business and operational experiences give each of them the qualifications and skills necessary to serve as onedirectors of our directors since November 2004. Mr. Bunka has devoted approximately 45% of his professional time to our business and intends to continue to devote this amount of time in the future, or more as required.

Since 1988, Mr. Bunka has been the CEO of CAB Financial Services Ltd., a private holding company located in Kelowna, Canada. He is a venture capitalist and corporate consultant. He was also a business commentator and had provided business updates to a Vancouver radio station, from 1998 to 2010. He has also written business and investment articles published in various North American publications.

From 1999 to 2002, Mr. Bunka was the President and CEO of Secure Enterprise Solutions (symbol SETP-OTC) (formerly Newsgurus.com, symbol NGUR-OTC). The company subsequently changed its name to Edgetech Services and traded on the OTC with the symbol EDGH. Newsgurus.com was a web-based media company. Secure Enterprise Solutions moved into Internet-based computer security products and services and was subsequently purchased by Edgetech Services. Mr. Bunka is a director of Defiance Capital Corp (symbol DEF-TSXV) and a director and officer of Lexaria Corp. (symbol LXRP-OTC and LXX-CNSX).

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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, Chief Financial Officer

Ms. Bhullar brings over 1920 years of diversified financial and risk management experience in both private and public companies, in the industries of high-tech, film, mining, marine, oil & gas, energy, transport, medical marijuana 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, 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 CFO of private and public companies. Currently, Ms. Bhullar serves as a Director and CFO for Bare Elegance Medspa, and is CFO and a Director of Lexaria Corp.

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.

Mark Snyder, Chief Technical Officer

In 1985 Mark Snyder developed one of California’s first large scale bio energy conversion projects where a significant client was enabled to produce electric power from agricultural waste and heat 20 acres of greenhouses for agriculture. Mark was selected by the Clinton Administration to serve on a White House Council addressing the needs of our National Electrical Infrastructure in anticipation of the Y2K Conversion.

Co-foundedClean Air USAand has partnered with Willie Nelson Biodiesel to bring clean alternative fuels to California. Mark helped champion Solar Rights in California. Using the appeal of the Green Ribbon Home™ and California’s Solar Rights Law, Mark has had success in changing the electric metering in parks to net metering, which has opened up the solar power market to millions of Californians that currently reside in master metered dwellings.

For information regarding Messrs McAllister, Bunka and Bunka,Chadwick, see “Nominees” beginning on page 9.8.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

We knowTo the best of no material proceedings in which anyour knowledge, none of our directors officers, affiliates or any shareholder of more than 5% of any class of our voting securities, or any associate thereof is a party adverse to our company or any of our subsidiaries or has a material interest adverse to our company or our subsidiary.

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Our directors, executive officers and control persons have not been involved in any of the following eventshas, during the past ten 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)

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 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:   i. 2. Acting ashad any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any other person regulatedsuch activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer instate securities or as an affiliated person, directorcommodities law, and the judgment has not been reversed, suspended, or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activityvacated;     ii.5. Engaging inbeen the subject of, or a party to, any typefederal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of business practice; or iii. Engaging in any activity in connection with the purchase or salea civil proceeding among private litigants), relating to an alleged violation of any securityfederal or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; 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 (f)(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: i. Any Federal or Statestate securities or commodities law or regulation; or ii. Anyregulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;order, or iii. Any any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or - 12 - 8. Such person was
6.	been 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.

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Corporate Governance

Public Availability of Corporate Governance Documents

Our key corporate governance document is our 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 of 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.

Meetings

Our board of directors held no formal meetings during the year ended August 31, 2010.2013. 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 Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

It is our policy to invite directors to attend the annual meetingMeeting of stockholders. Three directors are expected to attend the 2010 stockholders meeting.Meeting.

Committees of the Board of Directors

We currently do not have a nominating or compensation committeescommittee or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholdersstockholders to submit recommendations or nomination for directors.

Audit Committee and Audit Committee Financial Expert

Currently our audit committee consists of Robert McAllister, John Thomas and Donald Finley who are all directors of our entire board of directors. Our board of directors has determined that it does not have a member of its board of directors (audit committee) that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. Only Dr. Gerald Carlson can be considered "independent" as the term is used in Rule 5605(a) of the Nasdaq Listing Rules and National Instrument 52-110, adopted by various Canadian securities commissions.company.

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

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We believe that thetwo of our members of our board of directorsaudit 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 threefour directors, consisting of Christopher Bunka, Robert McAllister, Donald Findlay, John Thomas and Gerald Carlson.Mathew Chadwick. We have determined that Gerald Carlson is anJohn Thomas and Donald Findlay are “independent director”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, 2010,2013, 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, 20102013 by our Chief Executive Officer, Chief Financial Officer and each 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:

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who we will collectively refer to as the named executive officers, for our fiscal years ended August 31, 20102013 and 2009,2012, are set out in the following summary compensation table:

⁽¹⁾On November 30, 2007, Mr. McAllister was appointed as our President and on April 14, 2008 he was appointed as a director.
⁽²⁾Salary compensation for Chris Bunka is accrued fees.Notes:

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(1)	Salary compensation for Chris Bunka are fees accrued to C.A.B. Financial Services Ltd, a company wholly owned by Chris Bunka.
(2)	Compensation has been paid to BKB Consulting Ltd., a company wholly owned by Bal Bhullar.
(3)	Mr. Snyder resigned as Chief Technical Officer on June 30, 2013.

Employment and Consulting Agreements

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 oil & gas exploration and production 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. McAllister was 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.

On March 2, 2008, we1, 2014, the company entered into a controller agreementnew management consulting contract with CAB Financial Services, a corporation organized underRobert McAllister, whereas the laws of the Province of British Columbia. CAB Financial Services is a consulting company controlled by the chairman of the board and chief executive officer of the Company. Pursuantfee has increased to the controller agreement, CAB Financial Services will provide corporate accounting and controller services to the Company in consideration for the payment of CAD$3,675 (including $175 GST)$6,500 per month. This agreement was terminated on October 9, 2009.

On December 1, 2008, we entered into a consulting agreement with CAB Financial Services, a corporation organized under the laws 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$5,500 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 agreement and continue for six months. Thereafter the agreement will continue 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.

Other than as set out above, we have not entered into any employment or consulting agreements with any of our current officers, directors or employees.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of August 31, 2010:2013:

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Note:

⁽¹⁾On November 30, 2007, Mr. McAllister was appointed as our President and on April 14, 2008 he was appointed as a director.
⁽²⁾On October 22, 2009, the exercise price was changed from $0.70 to $0.20.

Option exercises and stock vested table.

During our fiscal year ended August 31, 20102013 there were no options exercised by our named officers.

Directors Compensation

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.

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Securities Authorized for Issuance under Equity Compensation Plans

We have no long-term incentive plans other than the 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 board 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 granted 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 options to our directors, officers, employees and consultants. The 2010 Plan was approved by our stockholders on February 5, 2010. As at August 31, 2010, there were 1,100,000 shares of our common stock still available for grant under this plan. Subsequent to our year ended August 31, 2010, our board of directors 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 any other share compensation arrangement. As of the Record Date, we have granted a total of 3,500,000 stock options.

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.

¹ These figures do not include the 510,000 under the 2008 plan and 500,000 under the 2010 plan, stock options that were granted to directors and consultants on February 14, 2011.
² On October 22, 2009, the exercise price of 390,000 stock options was re-priced to $0.20 per share.

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, 2010.2013

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Transactions with Related Persons

Since the beginningExcept 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, 2010, there have been no transactions or proposed transactions2013, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or 1%one percent of the average of our total assets at year-endthe year end for the last two completed fiscal years in which any ofyears.

For the year ended August 31, 2013, our directors, nominees for directors, executive officers or beneficial holders of more than 5%company was party to the following related party transactions:

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

• Paid/accrued $55,000 (August 31, 2012: $60,000) of our common stock, or anyconsulting fees to a company controlled by a former Director/CEO of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.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” beginning on page 1312 and “Proposal 1” beginning on page 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 Chang LeeMNP LLP, as our independent registered public accounting firm for the fiscal year ending August 31, 20112014 at a remuneration to be fixed by the Board.

Stockholder ratification of the continued appointment of Chang LeeMNP LLP is not required under the Nevada corporate law, our bylaws or otherwise. However, our board of directors is submitting the continued appointment of Chang LeeMNP 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 Chang LeeMNP LLP are not expected to be present at the annual meeting.Meeting. However, we will provide contact information for Chang LeeMNP 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 Chang LeeMNP LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2011.2014.

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

RESOLVED THAT the continued appointment of Chang LeeMNP 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 Chang LeeMNP LLP as our independent registered public accounting firm as our auditors for the fiscal year ending August 31, 20112014 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, 20102013 and for fiscal year ended August 31, 20092012 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:

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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 Chang LeeMNP LLP for the fiscal years ended August 31, 20102013 and August 31, 20092012 in connection with statutory and regulatory filings or engagements.

Audit related Fees

There were $17,350$25,651, audit related fees paid to Chang Lee LLPMNPLLP for the fiscal year ended August 31, 20102013 and $12,650$19,986 for the fiscal year ended August 31, 2009.2012.

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, 20102013 and August 31, 2009,2012, we did not use Chang LeeMNP LLP for non-audit professional services or preparation of corporate tax returns.

We do not use Chang LeeMNP 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 Chang LeeMNP 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 our entire boardRobert McAllister, John Thomas and Donald Finley who are all directors of directors)out 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’ responsibilities to management.

Our board of directors (audit committee)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’ independence.

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Proposal 3
ApprovalChange of ConsolidationBusiness

Over the past four months we have changed our company's direction from the exploration of 2008 Stock Option Planoil and 2010 Equity Compensation Plan Into One Plangas properties to a non-resource business, more specifically the medical marihuana business (the "Change of Business"). We determined to make this change after an evaluation of our company's existing resources and Approvala review of this New Plan (the “2011 Stock Option Plan”)

On February 14, 2011,strategic options for our board of directors approved the consolidation of the 2008 Stock Option Plancompany. Through our board's business contacts and the 2010 Equity Compensation Plan into one planentrepreneurial approach of our management team we were able to identify and capitalize upon an opportunity in the Canadian medical marihuana industry.

Background to Canadian Medical Marihuana Industry

In 2001, Canada implemented a government-run program for medical marijuana access. The original regulations, being theMarihuana Medical Access Regulations (Canada), referred to as MMAR, permitted approved persons access to either grow the 2011 Stock Option Plan. product or seek supply from Health Canada. According to a press release issued by Health Canada on June 10, 2013, the number of individuals in Canada approved to use medical marijuana has grown from 500 in 2001 to more than 30,000 as of June 10, 2013. Due in part to the growth in demand, Health Canada issued new regulations in June 2013, theMarihuana for Medical Purposes Regulations(Canada) issued pursuant to theControlled Drugs and Substances Act(Canada), referred to as MMPR, that replace government supply and homegrown medical marijuana existing under the MMAR with highly secure and regulated commercial operations.

Our board approvedAcquired Interest in the consolidationCanadian Medical Marihuana Industry

On January 16, 2014, our company entered into a joint venture agreement with World of Marihuana Productions Ltd. ("WOM") pursuant to which we may acquire up to a 51% interest in the plansmedical marihuana business of WOM.WOM is in the business of producing and selling medical marihuana and is currently in the process of applying to Health Canada to become a "Licensed Producer" of medical marihuana under the MMPR regime. The terms of this joint venture agreement provide that in order for administrative and reporting efficiencies.

Although stockholder ratification of the 2011 Stock Option Plan is notus earn a 51% interest, we are required by our bylaws, our board is submitting the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan to stockholders as a matter of corporate practice. If stockholders fail to ratify the consolidation of the 2008 Stock Option Plan and the 2010 Equity Compensation Plan and the adoption of the 2011 Stock Option Plan,, our board will reconsider whether or not to consolidate the plans and adopt the new plan.

The purpose of the 2011 Stock Option Plan will continue to be to retain the services of valued key employees, directors, officers and consultants and to encourage such persons with an increased initiative to make contributions to our company.

The following is a summaryaggregate cash payments of the principal terms$1,375,000 and issue an aggregate of the 2011 Stock Option Plan and is qualified in its entirety by reference to the text of the 2011 Stock Option Plan, a copy of which is attached hereto Schedule A. The effective date of the 2011 Stock Option Plan will be determined upon receipt of approval of the 2011 Stock Option Plan by our stockholders at the Meeting.

We will be permitted to issue up to 4,720,34820,000,000 shares of our common stock or 20% of the currentlyall over a four year period. To date, we have issued and outstanding common10,000,000 shares less any common shares currently reserved for outstanding stock options, under the 2011 Stock Option Plan.

Incentive stock options may be granted to any individual who, at the time the stock option is granted, is an employee of our company or any related company (as defined in the 2011 Stock Option Plan). Non-qualified stock options may be granted to employees of our company or any related company and to such other persons whoWOM, which are not employees as the board of directors shall select, subject to applicable hold periods under Canadian and United States securities laws. In the event WOM has not been designated as a Licensed Producer by Health Canada by January 16, 2015, WOM will be entitled to retain the cash payments paid to it under the joint venture agreement to that point but will be required to return all but 5,000,000 shares to us.

A fewOn February 28, 2014, we entered into a joint venture agreement with The Green Canvas Ltd. ("GCL") to acquire an additional interest in the medical marihuana industry. GCL is in the business of producing and selling medical marihuana and is also currently in the highlightsprocess of applying to Health Canada to become a Licensed Producer of medical marihuana under MMPR. Under the 2011 Stock Option Planagreement with GCL, we may acquire up to a 75% interest in the medical marihuana business of GCL by making aggregate cash payments of CDN$1,000,000 and issuing an aggregate of 19,000,000 shares of our common stock to GCL, all over a three year period. To date, we have issued 10,000,000 of such shares, of which 8,200,000 shares were issued to GCL and the balance issued pursuant finder’s fee commitments, all of which are listed below:

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Pursuantsubject to applicable hold periods under Canadian and United States securities laws. In the board's authorityevent GCL has not been designated as a Licensed Producer by Health Canada by February 28, 2015, GCL will be entitled to governretain the implementation and administration ofcash payments paid to it under the 2011 Stock Option Plan,joint venture agreement to that point but will be required to return all previously granted and outstanding stock options shall be governed bybut 3,600,000 shares to us.

At the provisions ofMeeting, the 2011 Stock Option Plan.

REQUIRED VOTE

Stockholdersstockholders will be asked to consider,vote "FOR" the following resolution:

"RESOLVED that that the Change of Business is ratified, approved and confirmed."

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
IN FAVOR OF PROPOSAL 3

Proposal 4
Advisory Vote On Executive Compensation
(Say-on-pay vote)

This year, as required by Section 14A of the Exchange Act, we are providing stockholders the opportunity to advise our Board regarding the compensation of our Named Executive Officers, as such compensation is described in this Proxy Statement, the tabular disclosure regarding such compensation and the Board, believingaccompanying narrative disclosure, beginning on page 11 of this Proxy Statement. We urge our stockholders to review these disclosures for further insight into our compensation policies.