UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended May 31, November 30, 2023

Commission File Number: 000-51866

Enertopia Corporation

Nevada

20-1970188

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

 

#18#7 1873 Spall Road, Kelowna, BC

VIY 4R2

(Address of principal executive offices)

(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  [X] YES    [  ] NO

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

Large accelerated filer[  ]Accelerated filer[  ]
Non-accelerated filer[X]Smaller reporting company[X]
  Emerging growth company[ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act [  ] YES    [X] NO

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

155,166,088 common shares issued and outstanding as of July 12, 2023January 11, 2024

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited condensed financial statements for the nine-monththree-month period ended May 31,November 30, 2023 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED)(UNAUDITED)

(Expressed in U.S. Dollars)

  May 31, August 31,   November 30,  August 31, 
  2023  2022   2023  2023 
ASSETSASSETS     ASSETS      
CurrentCurrent   Current   
Cash$240,292 $615,207 Cash$248,186 $259,581 
Marketable securities (Note 4) 1,536,726  2,443,750 Marketable securities (Note 4) 613,782  989,307 
Accounts receivable 5,799  4,877 Accounts receivable 14,569  9,482 
Prepaid expenses and deposit (Note 12) 77,559  139,307 Prepaid expenses and deposit (Note 12) 46,661  89,338 
Total Current AssetsTotal Current Assets 1,860,376  3,203,141 Total Current Assets 923,198  1,347,708 
              
Non-current assets, netNon-current assets, net      Non-current assets, net      
Mineral property (Note 5) 10,500  10,500 Mineral property (Note 5) 10,500  10,500 
TOTAL ASSETSTOTAL ASSETS$1,870,876 $3,213,641 TOTAL ASSETS$933,698 $1,358,208 
              
LIABILITIESLIABILITIES      LIABILITIES      
CurrentCurrent      Current      
Accounts payable and accrued liabilities$287,096 $293,446 Accounts payable and accrued liabilities$300,679 $315,404 
Due to related party (Note 7) 17,159  64,409 Due to related party (Note 7) 17,159  17,196 
Total LiabilitiesTotal Liabilities 304,255  357,855 Total Liabilities 317,838  332,600 
              
STOCKHOLDERS' EQUITY (DEFICIENCY)      
STOCKHOLDERS' EQUITYSTOCKHOLDERS' EQUITY      
Share Capital (Note 8)Share Capital (Note 8)      Share Capital (Note 8)      
Authorized:      Authorized:      
500,000,000 common voting shares (200,000,000 August 31, 2022) with a par value of $0.001 per share      500,000,000 common voting shares with a par value of $0.001 per share      
Issued and outstanding:      Issued and outstanding:      
155,166,088 common shares at May 31, 2023 and 155,116,088 at August 31, 2022 155,167  155,117 155,166,088 common shares at November 30, 2023 and 155,166,088 at August 31, 2023 155,167  155,167 
Additional paid-in capital (Note 9)Additional paid-in capital (Note 9) 15,397,607  15,395,657 Additional paid-in capital (Note 9) 15,397,607  15,397,607 
      
DeficitDeficit (13,985,764) (12,694,988)Deficit (14,935,941) (14,526,485)
Equity attributable to shareholders of the CompanyEquity attributable to shareholders of the Company 1,567,010  2,855,786 Equity attributable to shareholders of the Company 616,833  1,026,289 
Non-controlling interest (Note 6) (389) - 
Non-controlling interestNon-controlling interest (973) (681)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITYTOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,870,876 $3,213,641 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$933,698 $1,358,208 

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

F-1

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)

 COMMON STOCK              COMMON STOCK   
                SHARES  AMOUNT  ADDITIONAL
PAID-IN CAPITAL		  ACCUMULATED
DEFICIT		  NON-
CONTROLLING
INTEREST		  TOTAL
STOCKHOLDERS'
EQUITY		 
 SHARES  AMOUNT  ADDITIONAL PAID-IN
CAPITAL		  ACCUMULATED
DEFICIT		  NON-
CONTROLLING
INTEREST		  TOTAL
STOCKHOLDERS'
EQUITY(DEFICIT)		 
Balance, August 31, 2021 139,211,700  139,213  14,524,341  (14,669,395) -  (5,841)
Warrants exercised 2,791,000  2,791  128,599  -  -  131,390 
Stock options granted on Sept 1 -  -  23,056  -  -  23,056 
Comprehensive loss -  -  -  (116,219) -  (116,219)
Balance, November 30, 2021 142,002,700  142,004  14,675,996  (14,785,614) -  32,386 
Shares issued for hydrogen technology 2,000,000  2,000  98,400  -  -  100,400 
Shares issued for investment in Joint Venture 10,000,000  10,000  440,000  -  -  450,000 
Shares issued for services 1,000,000  1,000  41,300  -  -  42,300 
Stock options granted -  -  32,821  -  -  32,821 
Stock options exercised 113,388  113  (113) -  -  - 
Comprehensive loss -  -  -  (738,508) -  (738,508)
Balance, February 28, 2022 155,116,088 $155,117 $15,288,404 $(15,524,122)$- $(80,601)
Comprehensive income -  -  -  3,635,630  -  3,635,630 
Balance, May 31, 2022 155,116,088 $155,117 $15,288,404 $(11,888,492)$- $3,555,029 
Stock options granted -  -  107,253  -  -  107,253 
Comprehensive loss -  -  -  (806,496) -  (806,496)
Balance, August 31, 2022 155,116,088 $155,117 $15,395,657 $(12,694,988)$- $2,855,786  155,116,088 $155,117 $15,395,657 $(12,694,988)$- $2,855,786 
Comprehensive loss -  -  -  (446,834) -  (446,834) -  -  -  (446,834) -  (446,834)
Balance, November 30, 2022 155,116,088 $155,117 $15,395,657 $(13,141,822)$- $2,408,952  155,116,088 $155,117 $15,395,657 $(13,141,822)$- $2,408,952 
Warrants issued for cash 50,000  50  1,950  -  -  2,000  50,000  50  1,950  -  -  2,000 
Non controlling interest -  -  -  -  (97) (97) -  -  -  -  (97) (97)
Comprehensive loss -  -  -  295,161  -  295,161  -  -  -  295,161  -  295,161 
Balance, February 28, 2023 155,166,088  155,167  15,397,607  (12,846,661) (97) 2,706,016  155,166,088  155,167  15,397,607  (12,846,661) (97) 2,706,016 
Non controlling interest -  -  -  -  (292) (292) -  -  -  -  (292) (292)
Comprehensive loss -  -  -  (1,139,103) -  (1,139,103) -  -  -  (1,139,103) -  (1,139,103)
Balance, May 31, 2023 155,166,088 $155,167 $15,397,607 $(13,985,764)$(389)$1,566,621  155,166,088 $155,167 $15,397,607 $(13,985,764)$(389)$1,566,621 
Non controlling interest -  -  -  -  (292) (292)
Comprehensive loss -  -  -  (540,721) -  (540,721)
Balance, August 31, 2023 155,166,088 $155,167 $15,397,607 $(14,526,485)$(681)$1,025,608 
Non controlling interest -  -  -  -  (292) (292)
Comprehensive loss -  -  -  (409,456) -  (409,456)
Balance, November 30, 2023 155,166,088 $155,167 $15,397,607 $(14,935,941)$(973)$615,860 

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

F-2

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S. Dollars)

  THREE MONTHS ENDED  NINE MONTHS ENDED   THREE MONTHS ENDED 
  May 31,  May 31,  May 31,  May 31,   November 30, November 30, 
  2023  2022  2023  2022   2023 2022 
ExpensesExpenses            Expenses 
Accounting and audit$(4,419)$15,461 $45,131 $27,926 Accounting and audit$14,518 $11,257 
Consulting (Note 7) 30,752  32,546  132,496  180,052 Consulting (Note 7) 48,211  64,494 
Fees and dues 39,651  23,804  80,085  40,779 Fees and dues 438  21,195 
Investor relations 12,812  10,049  52,454  30,405 Investor relations 9,946  20,373 
Legal and professional 7,259  16,427  81,603  42,489 Legal and professional 26,605  19,992 
Office and miscellaneous 31,168  16,759  85,929  30,680 Office and miscellaneous 17,701  22,536 
Mineral exploration costs (Note 5) 421,716  22,254  429,751  32,587 Mineral exploration costs (Note 5) 45,652  2,987 
Research and development (Note 6) 45,072  39,521  102,424  690,658 Research and development (Note 6) 88,300  15,526 
Total expensesTotal expenses 584,011  176,821  1,009,873  1,075,576 Total expenses 251,371  178,360 
                    
Loss for the period before other itemsLoss for the period before other items (584,011) (176,821) (1,009,873) (1,075,576)Loss for the period before other items (251,371) (178,360)
                    
Other income (expense)Other income (expense)            Other income (expense)      
Foreign exchange loss (1,379) (358) (3,736) (1,402)Foreign exchange loss (1,406) (1,212)
Realized loss on marketable securities (204,637) -  (327,378) (7,641)Realized loss on marketable securities (327,784) - 
Realized foreign exchange loss on marketable securities (19,134) -  (30,537) - Realized foreign exchange loss on marketable securities (20,640) - 
Unrealized gain (loss) on marketable securities (324,529) (669,573) 222,779  (666,862)Unrealized gain (loss) on marketable securities 183,690  (148,162)
Unrealized foreign exchange loss on marketable securities (5,705) -  (142,420) - Unrealized foreign exchange gain (loss) on marketable securities 7,763  (119,100)
Net loss for the periodNet loss for the period (409,748) (446,834)
Gain from mineral property sale -  4,482,382  -  4,532,382        
Net income (loss) for the period (1,139,395) 3,635,630  (1,291,165) 2,780,901 
             
Net income (loss) attributable to:            
Common shareholders (1,139,103) 3,635,630  (1,290,776) 2,780,901 
Non controlling interest (292) -  (389) - 
Basic and diluted income (loss) per share            
Net loss attributable to:Net loss attributable to:      
Basic and diluted$(0.01)$0.02 $(0.01)$0.02 Common shareholders (409,456) (446,834)
Weighted average number of common shares outstanding            Non controlling interest (292) - 
- Basic and diluted 155,166,088  155,116,088  155,135,136  149,600,199        
Basic and diluted loss per shareBasic and diluted loss per share      
Basic$(0.00)$(0.00)
Basic and diluted$(0.00)$(0.00)
Weighted average number of common shares outstandingWeighted average number of common shares outstanding      
Basic and diluted 155,166,088  155,116,088 

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

F-3

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)

    NINE MONTHS ENDED 
    May 31,  May 31, 
    2023  2022 
Cash flows used in operating activities      
 Net Income (Loss)$(1,291,165)$2,780,901 
 Changes to reconcile net loss to net cash used in operating activities      
  Shares received for mineral property sale -  (3,432,382)
  Shares issued for consulting -  42,300 
  Shares issued for battery management system -  450,000 
  Shares issued for hydrogen technology -  100,400 
  Stock based compensation -  55,877 
  Income from mineral property sale -  (1,100,000)
  Unrealized gain on marketable securities (222,780) 666,862 
  Unrealized foreign exchange loss on marketable securities 142,420  - 
  Loss on disposal of marketable securities 327,378  7,641 
  Foreign exchange loss on disposal of marketable securities 30,537  - 
 Change in non-cash working capital items:      
  Accounts receivable (922) 1,814 
  Prepaid expenses and deposits 61,748  (70,272)
  Accounts payable and accrued liabilities (6,350) (22,650)
  Due to related parties (47,250) (31,500)
Net cash used in operating activities$(1,006,384)$(551,009)
         
Cash flows used in investing activities      
 Proceeds from sale of marketable securities 629,469  10,064 
 Proceeds from sale of royalty grant -  1,100,000 
 Staking of mineral property -  (10,500)
Net cash from investing activities$629,469 $1,099,564 
         
Cash flows from financing activities      
 Net proceeds from warrants exercised 2,000  131,390 
Net cash from financing activities$2,000 $131,390 
         
Decrease in cash (374,915) 679,945 
Cash at beginning of period 615,207  354,286 
Cash at end of period$240,292 $1,034,231 
         
Supplemental information of cash flows:      
 Income taxes paid in cash$- $- 
 Cash paid for taxes$- $- 
    THREE MONTHS ENDED 
    November 30,  November 30, 
    2023  2022 
Cash flows used in operating activities      
 Net Loss$(409,748)$(446,834)
 Changes to reconcile net loss to net cash used in operating activities      
  Unrealized (gain) loss on marketable securities (183,690) 148,162 
  Unrealized foreign exchange (gain) loss on marketable securities (7,763) 119,100 
  Loss on disposal of marketable securities 327,784  - 
  Foreign exchange loss on disposal of marketable securities 20,640  - 
 Change in non-cash working capital items:      
  Accounts receivable (5,088) (2,162)
  Prepaid expenses and deposits 42,677  27,645 
  Accounts payable and accrued liabilities (14,725) 3,342 
  Due to related parties (37) (15,750)
Net cash used in operating activities$(229,950)$(166,497)
         
Cash flows used in investing activities      
 Proceeds from sale of marketable securities 218,555  - 
Net cash used in investing activities$218,555 $- 
         
Decrease in cash and cash equivalents (11,395) (166,497)
Cash and cash equivalents at beginning of period 259,581  615,207 
Cash and cash equivalents at end of period$248,186 $448,710 
         
Supplemental information of cash flows:      
 Cash paid for interest$- $- 
 Cash paid for taxes$- $- 

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

F-4

ENERTOPIA CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
May 31, 2023

(Expressed in U.S. Dollars)

ENERTOPIA CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

November 30, 2023

(Expressed in U.S. Dollars)

11. ORGANIZATION

Enertopia Corp. (the "Company")The unaudited condensed consolidated interim financial statements for the period ended November 30, 2023 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with the August 31, 2023 audited annual financial statements and notes thereto.

The Company was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. The Company is engaged in the business of Lithium exploration at their Nevada claims, along with holding intellectual property & patents in the green technology space. The Company office is located in Kelowna, B.C., Canada.

2. GOING CONCERN UNCERTAINTY

The accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company incurred net cash outflows from operating activities of $1,006,384$229,950 for the ninethree months ended May 31,November 30, 2023 ($551,009(166,497 for the ninethree months ended May 31,November 30, 2022) and as at May 31,November 30, 2023 has incurred cumulative losses of $13,985,764$14,935,941 that raises substantial doubt about its ability to continue as a going concern. Management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that the Company will be able to continue to finance the Company on this basis.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company's shareholders, and ultimately to obtain successful operations. There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing. These unaudited condensed consolidated interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed consolidated interim financial statements.

3.SIGNIFICANT ACCOUNTING POLICIES

a.    Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended August 31, 2022.2023.

b.Basis of Consolidation

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

c.Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of November 30, 2023 and 2022, cash and cash equivalents consisted of the following:

  November 30,  August 31, 
  2023  2023 
Cash$97,289 $218,081 
Money market funds 150,897  41,500 
 $248,186 $259,581 

d.Accounting Estimates

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

The Company reviews these estimates, judgments and assumptions periodically and reflect the effects of revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable; however, actual results could differ from these estimates.

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

a) The Valuation of Deferred Tax Assets

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

b) Value of Stock Options

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

c) Fair value of shares issued in non cashnon-cash transactions

The Company at times grants common shares in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided by calculating the fair value of the share offering at the cost of the service provided.

d.e.    Earnings Per Share

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

e.f.    Financial Instruments

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

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

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

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

The Company's financial instruments consist primarily of cash, marketable securities, accounts receivable, accounts payable and due to related party.parties. The carrying amounts of these financial instruments approximate their fair values due to their short maturities. Cash and marketable securities are in Level 1 within the fair value hierarchy.

The Company's operations are in United States of America and Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

f.g.    Research and Development

Research and development costs are expensed as incurred.

g.h.    Comparative Information

The Company reclassified certain balances related to operations in the comparative period to conform with the current presentation. There has been no impact on net loss, comprehensive loss, or net assets as a result of the changes.

4.MARKETABLE SECURITIES

On May 4, 2022 ("Closing Date"), the Company announced the sale of its Clayton Valley unpatented mining claims to Cypress Development Corporation ("Cypress") and as a result of this transaction received 3,000,000 shares of Cypress along with $1,100,000 in cash. During January 2023 Cypress underwent a name change to Century Lithium Corp ("Century"). The 3,000,000 shares were initially restricted for trade and as of May 31,November 30, 2023 are all tradable. Marketable securities as at May 31,November 30, 2023 consist of the Company's investment in 3,000,000 shares of Century of which a total of 776,7001,586,200 have been sold, 446,000 of which were sold during the ninethree month period ended May 31,November 30, 2023 (three months ended May 31, 2023November 30, 2022 - 443,900)0) leaving 2,223,3001,413,800 shares. An additional 6,500 share sales were pending that were settled after the period end.

As at May 31,November 30, 2023, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2021$14,994 
Additions 1 3,432,382 
Unrealized loss (923,533)
Unrealized foreign exchange loss (62,388)
Proceeds from disposal (10,064)
Loss on disposal (7,641)
Balance, August 31, 2022$2,443,750 
Additions - 
Unrealized gain (loss) 222,779 
Unrealized foreign exchange gain (loss) (142,420)
Proceeds from disposal (629,469)
Realized loss on disposal (327,378)
Realized Foreign exchange loss on disposal (30,537)
Balance, May 31, 2023$1,536,726 
Balance, August 31, 2022$2,443,750 
Unrealized gain (loss) 136,681 
Unrealized foreign exchange gain (loss) (130,444)
Proceeds from disposal (854,599)
Realized loss on disposal (564,346)
Realized Foreign exchange loss on disposal (41,735)
Balance, August 31, 2023$989,307 
Unrealized gain (loss) 183,690 
Unrealized foreign exchange gain (loss) 7,763 
Proceeds from disposal (218,555)
Realized loss on disposal (327,784)
Realized Foreign exchange loss on disposal (20,640)
Balance, November 30, 2023$613,782 

1 Company recorded the 3,000,000 shares received from Cypress (Century) on May 4, 2022 as an investment and valued the investment using the closing rate of CAD$1.63 per share per share and a discount rate of 10% due to restrictions on trading. All trading restrictions ended during the year ended August 31, 2023.

5.MINERAL PROPERTY

West Tonopah

On February 25, 2022, the Company staked 1,760approximately 1,818 acres of unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $10,500. During the nine month periodsthree-month period ended May 31,November 30, 2023, the Company expensed $45,652 (2022 - $2,987) in expenses relating to geologist work, sample assays, travel, and 2022, the mineral exploration expense consisted of:43-101 report expenses.

  May 31,  May 31, 
  2023  2022 
Drilling$325,170 $20,924 
Geologists 72,042  - 
Sample Assays 15,918  8,572 
Travel & Misc 16,621  3,091 
Total Exploration$429,751 $32,587 

6.RESEARCH AND DEVELOPMENT

Clean Technologies

On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100% ownership and rights to the hydrogen technology ("Hydrogen Technology"). By acquiring this Hydrogen Technology, the Company is currently researching the opportunity to create process gas that can be used in commercial, industrial and mining applications by splitting the hydrogen from water via electrolysis. The technology is still in the research and development phase and is not commercially feasible as at the period ended May 31,November 30, 2023.

Energy Management System ("EMS")

On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100% ownership and rights to their Provisional Patent Pending EMS. The Company created a Joint Venture ("JV") with 51% controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS. As at the period ended date of May 31,November 30, 2023, there have been no operations in the JV and only insurance costs have been incurred. The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the period end date of May 31,November 30, 2023.

The research and development expenses for the nine months ending May 31, 2023 and 2022 consisted of the following:

 May 31, May 31,  November 30,  November 30, 
 2023 2022  2023  2022 
Clean Technologies$98,722 $200,991 $88,300 $15,526 
Energy Management Systems 3,702  489,667 
Total Research and Development$102,424 $690,658 $88,300 $15,526 

7.RELATED PARTIES TRANSACTION

For the nine-monththree-month period ended May 31,November 30, 2023, the Company was party to the following related party transactions:

•The Company incurred $28,500 (November 30, 2022: $28,500) to the President of the Company in consulting fees.
•The amounts outstanding in accounts payable to the President of the Company as at November 30, 2023 is $17,159 (August 31, 2023 - $17,196).
•The Company incurred $7,500 (November 30, 2022: $5,000) to the CFO of the Company in consulting fees.
•The Company incurred $554 to a director of the Company in geological consulting services
•The Company incurred $2,211 in total to two directors of the Company for director fees.

•The Company incurred $85,500 (May 31, 2022: $9,500) to the President of the Company in consulting fees.

•The amounts outstanding in accounts payable to the President of the Company as at May 31, 2023 is $17,159 (August 31, 2022 - $64,409).

•The Company incurred $15,000 (May 31, 2022: $0) to the CFO of the Company in consulting fees.

•The Company incurred $8,500 to a director of the Company in geological consulting services.

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

8.COMMON STOCK

At the Annual General Meeting held in March of 2023, the authorized share capital was increased from 200 million shares to 500 million shares.

During the ninethree months ended May 31,November 30, 2023, the Company issued 50,000 common shares for the exercise of warrants for $2,000 in cash.no shares.

As at May 31,November 30, 2023 the Company had 155,166,088 (August 31, 2022: 155,116,088)2023: 155,166,088) shares issued and outstanding.

As at May 31,Nov 30, 2023 the Company had 7,000,000 (August 31 20222023 - 7,000,000) shares held in escrow, that are included in the total shares issued and outstanding. Escrow shares are scheduled to be released upon satisfaction of certain milestones relating to the Company's research and development agreements (Note 6).

9.STOCK OPTIONS AND WARRANTS

Stock Options

On July 15, 2014, the shareholders approved and adopted at the Annual General Meeting the Company's 2014 Stock Option Plan. The purpose of these Plans is to advance the interests of the Corporation, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of the Corporation and its affiliates; encouraging eligible persons to remain with the Corporation or its affiliates; and attracting new Directors, Officers, Employees and Consultants. The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 17,400,000 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. The options are deemed as vested and exercisable on issuance and the maximum life of the options granted under this Plan may not exceed 5 years.

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

During the ninethree months ended May 31,November 30, 2023 the Company did not issue any options.

During the nine-monththree-month period ended May 31,November 30, 2023 and 2022, the Company recorded $0 (May 31, 2022 $55,877) as stock based compensation expenses. In addition, aA total of 1,750,000800,000 stock options expired without being exercised (May 31, 2022: 3,450,000).during the three months ended November 30, 2022.

A summary of the changes in stock options for the ninethree months ended May 31,November 30, 2023 is presented below:

  Options Outstanding       
  

Number of

Options

  

Weighted

Average
Exercise Price $

  

Weighted

Average
Remaining Life
(Years)

  

Aggregate

Intrinsic Value $

 
Balance, August 31, 2021 10,076,776  0.08       
Issued 3,500,000  0.07       
Expired (3,450,000) 0.07       
Exercised (226,776) 0.04       
Balance, August 31, 2022 9,900,000  0.08       
Expired (1,750,000) 0.06       
Balance, May 31, 2023 (Outstanding & Exercisable) 8,150,000  0.09  3.16  - 
  Options Outstanding       
  Number of
Options		  Weighted
Average
Exercise Price $		  Weighted
Average
Remaining Life
(Years)		  Aggregate
Intrinsic Value $		 
Balance, August 31, 2022 9,900,000  0.08       
Expired (1,750,000) 0.06       
Balance, August 31, 2023 8,150,000  0.08       
Issued -  -       
Balance, November 30, 2023 (Outstanding & Exercisable) 8,150,000  0.09  2.66  - 

The Company has the following options outstanding and exercisable as at May 31,November 30, 2023:

Issue Date

Expiry

Date

Exercise Price

Number of

Options

Remaining Life

(Years)

14-Dec-2014-Dec-250.052,100,0002.54
28-Jan-2128-Jan-260.142,000,0002.67
4-Feb-214-Feb-260.18100,0002.68
5-Feb-215-Feb-260.18300,0002.69
27-Apr-2127-Apr-260.12100,0002.91
28-May-2128-May-260.1250,0002.99
1-Sep-211-Sep-260.08500,0003.26
6-Dec-216-Dec-260.071,000,0003.52
18-Aug-2218-Aug-270.062,000,0004.22
Balance outstanding and exercisable 8,150,0003.16
Issue Date Expiry
Date		  Exercise Price  Number of
Options		  Remaining Life
(Years)		 
14-Dec-20 14-Dec-25  0.05  2,100,000  2.04 
28-Jan-21 28-Jan-26  0.14  2,000,000  2.16 
4-Feb-21 4-Feb-26  0.18  100,000  2.18 
5-Feb-21 5-Feb-26  0.18  300,000  2.19 
27-Apr-21 27-Apr-26  0.12  100,000  2.41 
28-May-21 28-May-26  0.12  50,000  2.49 
1-Sep-21 1-Sep-26  0.08  500,000  2.76 
6-Dec-21 6-Dec-26  0.07  1,000,000  3.02 
18-Aug-22 18-Aug-27  0.06  2,000,000  3.72 
Balance outstanding and exercisable       8,150,000  2.66 

Warrants

There were no warrants issued during the period ended May 31,November 30, 2023.

A summary of warrants as at May 31,November 30, 2023 is as follows:

  Number of Warrants  Weighted Average Exercise Price 
Balance, August 31, 2021 9,716,869 $0.05 
Issued -  - 
Forfeited (1,952,500) 0.08 
Exercised (2,791,000) 0.05 
Balance, August 31, 2022 4,973,369 $0.04 
Issued -  - 
Expired (4,923,369) 0.04 
Exercised (50,000) 0.04 
Balance, May 31, 2023 - $0.00 
  Number of Warrants  Weighted Average Exercise Price 
Balance, August 31, 2022 4,973,369 $0.04 
Expired (4,923,369) 0.04 
Exercised (50,000) 0.04 
Balance, August 31, 2023 -  - 
Issued -  - 
Balance, November 30, 2023 - $- 

10.COMMITMENTS

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

The Company has a consulting agreement with the CFO of the Company for corporate administration and consulting services for $5,000$7,500 per quarter plus goods and services tax ("GST") on a continuing basis.

The Company has a director fee agreement with two directors for CDN $1,500 each plus GST per quarter.

The Company has a rental agreement for a corporate office for CDN $1,111$1,155 per month plus GST expiring December 31, 2023. Rent expense for the three and nine months ended May 31,November 30, 2023, were $2,586 and $7,507, respectively.was $2,440.

11.SEGMENTED INFORMATION

The Company's operations involve the development of natural resources and green technologies. The Company is centrally managed and its chief operating decision maker, being the CEO, uses the consolidated and other financial information to make operational decisions and to assess the performance of the Company. The Company has increased its reportable segments from one to three during the year ended August 31, 2022. The decision for this change was made keeping in mind the Company's strategic direction and the need to better report the results for each of the identified three reportable segments: Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date of May 31,and for the period ended November 30, 2023.

Long term Assets Amount 
United States of America$10,500 
Balance May 31, 2023$10,500 
Long term Assets Amount 
United States of America$10,500 
Balance November 30, 2023$10,500 

  Natural Resources  Technology  Corporate  Consolidated Total 
May 31, 2023 $  $  $  $ 
Expenses (429,751) (102,424) (477,698) (1,009,873)
Other income (Note 4) -  -  (281,292) (281,292)
Segment Loss (429,751) (102,424) (758,990) (1,291,165)
Total Assets (Note 4, 5) 10,500  -  1,860,376  1,870,876 
  Natural Resources  Technology  Corporate  Consolidated Total 
November 30, 2023 $  $  $  $ 
Expenses (45,652) (88,300) (117,419) (251,371)
Other income -  -  (158,377) (158,377)
Segment Loss (45,652) (88,300) (275,796) (409,748)
Total Assets 10,500  -  923,198  933,698 
 
Long term Assets Amount  Amount 
United States of America$10,500 $10,500 
Balance August 31, 2022$10,500 
Balance August 31, 2023$10,500 
 
August 31, 2022 Natural
Resources		  Technology  Corporate  Total 
Expenses$(212,348)$(808,800)$(545,087)$1,566,235 
Other income (expenses) (Note 4, 5, 6) 4,532,382  -  (991,740) 3,540,642 
Segment income (loss)$4,320,034 $(808,800)$(1,536,827)$1,974,407 
Total Assets (Note 4, 5)$10,500 $- $3,203,141 $3,213,641 
  Natural
Resources		  Technology  Corporate  Consolidated
Total		 
August 31, 2023 $  $  $  $ 
Expenses (464,665) (156,561) (603,359) (1,224,585)
Other income (Note 4) -  -  (607,593)��(607,593)
Segment Loss (464,665) (156,561) (1,210,952) (1,832,178)
Total Assets (Note 4, 5) 10,500  -  1,347,708  1,358,208 

12.PREPAID EXPENSES AND DEPOSITS

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

  November 30,  August 31, 
Prepaid Expenses & Deposits 2023  2023 
Consultants$2,000 $8,000 
Exploration costs 11,540  28,400 
Fees and Dues 5,261  - 
Insurance 23,007  33,915 
Investor Relations 3,796  13,593 
Office Expenses 1,057  30 
Research & Development -  5,400 
Total Prepaid Expenses& Deposits$46,661 $89,338 
  May 31,  August 31, 
Prepaid Expenses & Deposits 2023  2022 
Advertising$6,000 $20,863 
Clean Technology Expense 47,000  71,000 
Consultants 14,000  24,540 
Exploration costs -  9,077 
Filing fees 4,425  8,748 
Office Expenses 6,134  5,079 
Total Prepaid Expenses& Deposits$77,559 $139,307 

13.     NET INCOME (LOSS) PER COMMON SHARE

  Three Months Ended  Nine Months Ended 
  May 31,  May 31, 
  2023  2022  2023  2022 
Numerator:            
Net income (loss)$(1,139,395)$3,635,630 $(1,291,165)$2,780,901 
Net income (loss) - diluted$(1,139,395)$3,635,630 $(1,291,165)$2,780,901 
             
Denominator:            
Weighted average common shares outstanding 155,166,088  155,116,088  155,135,136  149,600,199 
Effect of dilutive shares -  -  -  - 
Diluted 155,166,088  155,116,088  155,135,136  149,600,199 
             
Net income (loss) per common share:            
Basic$(0.01)$0.02 $(0.01)$0.02 
Diluted$(0.01)$0.02 $(0.01)$0.02 

15.13. SUBSEQUENT EVENTS

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

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

Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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

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

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

Overview

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

Enertopia is focused on building shareholder value through a combination of our Nevada Lithium claims and intellectual property & patents in the green technology space.

The address of our principal executive office is #18#7 1873 Spall Road, Kelowna, British Columbia V1Y 4R2. Our telephone number is (250) 870-2219. Our current location provides adequate office space for our purposes at this stage of our development.

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

Our Current Business

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

Mineral Property

West Tonopah Lithium

On February 25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,760approximately 1,818 acres of land administrated by the BLM. The property is in good standing until August 31, 2023.September 3, 2024. Estimated respective yearly holding fees to the BLM $14,520 and $1,068 to Esmeralda County NV.

Enertopia Claim name

State or Federal Agency

Claim number from

Claim number to

MS 1-88

BLM

NV 105296951

NV 105297038

MS 1-88

Esmeralda County, NV

230856

230943

The Company completed its maiden drill program in June 2022 and a second phase drill program in MarchApril 2023 and a 43-101 Technical Report November 2023. Further information can be found at www.enertopia.com.

CLEAN TECHNOLOGY

The company continues to test off-the-shelf technology under the potential for lower capex scenarios in lithium extraction.

NON PROVISIONAL PATENTS

On January 12, 2023 the Company announced the filing of Non provisional patent #4, known as the EMS filed November 2, 2022. The EMS is a battery monitoring technology that helps to increase the life and health of monitored battery packs.

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

On May 23, 2022 the Company announced the filing of Non provisional patent #2, known as Enertopia Heat ExtractorTM Heat Extractor Technology can be used behind the PV panels or in a glazed format on their own to create liquid temperatures to 200 degrees F.

On August 15, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia RainmakerTM By cooling the backside of the PV panels below the dew point the atmospheric moisture condenses on the back side of the panel and drips as rain into the tray collecting the water.

Summary

The continuation of our business is dependent upon obtaining further financing, a successful program of development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing.

Employees

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

On November 30, 2007, Mr. McAllister was appointed as our President and on April 14, 2008 he was appointed as a director. On May 1, 2022, the Company entered into a consulting agreement with President of the Company for $9,500 per month plus goods and services tax ("GST") on a continuing basis.

The Company has a consulting agreement with the CFO of the Company Mr. Allan Spissinger for corporate administration and consulting services for $5,000$7,500 per quarter plus goods and services tax ("GST") on a continuing basis.

We do not expect any material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed.

Research and Development

We have incurred $821,366$965,361 in research and development expenditures over the last two fiscal years and $102,424$88,300 during the ninethree months ended May 31,November 30, 2023.

Competition

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

Compliance with Government Regulation

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

Purchase of Significant Acquisition

Not applicable

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Mineral Properties

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

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

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

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

Long-Lived Assets Impairment

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

Going Concern

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

The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations - Three Months Ended May 31,November 30, 2023 and May 31,November 30, 2022

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended May 31,November 30, 2023, which are included herein.

Our operating results for the three months ended May 31,November 30, 2023 and May 31,November 30, 2022 and the changes between those periods for the respective items are summarized as follows:

 Three Months Ended    Three Months Ended   
 May 31, May 31,    November 30,  November 30,   
 2023 2022 Change  2023  2022  Change 
Revenue$- $- $- $- $- $- 
General and administrative 31,168  16,759  (14,409) 17,701  22,536  4,835 
Investor relations 12,812  10,049  (2,763) 9,946  20,373  10,427 
Consulting fees 30,752  32,546  1,794  48,211  64,494  16,283 
Fees and dues 39,651  23,804  (15,847) 438  21,195  20,757 
Exploration expenses 421,716  22,254  (399,462) 45,652  2,987  (42,665)
Research and development 45,072  39,521  (5,551) 88,300  15,526  (72,774)
Professional fees 2,840  31,888  29,048  41,123  31,249  (9,874)
Other expenses (income) 555,384  (3,812,451) (4,367,835)
Other expenses 158,377  268,474  110,097 
Net loss$1,139,395 $(3,635,630)$(4,775,025)$409,748 $446,834 $37,086 

Our financial statements report no revenue for the three months ended May 31,November 30, 2023, and May 31,November 30, 2022. Our financial statements report a net loss of $1,139,395$409,748 for the three-month period ended May 31,November 30, 2023, compared to a net incomeloss of $3,635,630$446,834 for the three-month period ended May 31,November 30, 2022. Our net loss increaseddecreased by $4,775,025$37,086 for the three-month period ended May 31,November 30, 2023 primarily due to the drilling program includedincreases in R&D and exploration expenses for $325,170offset by general cost containment measures and the decreasefurther offset by decreases in other income of $4,367,835expenses from the prior period that included the gain from the sale of the mineral property of $4,532,382.changes in marketable securities. Other income consisted of non-cash unrealized lossesgains of $324,529$183,690 and foreign exchange lossgain of $5,705$7,763 on marketable securities, unrealized foreign exchange loss of $1,379$1,406 and realized losses on disposition of $204,637$327,784 and realized foreign exchange loss of $19,134$20,640 on marketable securities. Our operating costs were higher by $407,190$73,011 for May 31,November 30, 2023, compared to May 31,November 30, 2022. The increase was primarily due to drilling program performed duringR&D costs for the period for $325,170.of $88,300.

Results of Operations - Nine Months Ended May 31, 2023Liquidity and May 31, 2022Financial Condition

Our operating results for the nine months ended May 31, 2023 and May 31, 2022 and the changes between those periods for the respective items are summarized as follows:

  Nine Months Ended    
  May 31,  May 31,    
  2023  2022  Change 
Revenue$- $- $- 
General and administrative 85,929  30,680  (55,249)
Investor relations 52,454  30,405  (22,049)
Consulting fees 132,496  180,052  47,556 
Fees and dues 80,085  40,779  (39,306)
Exploration expenses 429,751  32,587  (397,164)
Research and development 102,424  690,658  588,234 
Professional fees 126,734  70,415  (56,319)
Other expenses (income) 281,292  (3,856,477) (4,137,769)
Net loss (income)$1,291,165 $(2,780,901)$(4,072,066)

Our financial statements report no revenue for the nine months ended May 31, 2023, and May 31, 2022. Our financial statements report a net loss of $1,291,165 for the nine-month period ended May 31, 2023, compared to a net income of $2,780,901 for the nine-month period ended May 31, 2022. Our net loss increased by $4,072,066 for the nine-month period ended May 31, 2023 primarily due to the decrease in R&D costs of $588,234 and the increase in other expenses of $4,137,769. The increase in other expenses was primarily due to the drilling program included in exploration expenses for $325,170 and the gain from the sale of the mineral property of $4,532,382 included in the prior period. Other expenses consisted of non-cash unrealized gain of $222,779 and foreign exchange loss of $142,420 on marketable securities, unrealized foreign exchange loss of $3,736 and realized losses on disposition of $327,378 and realized foreign exchange loss of $30,537 on marketable securities. Our operating costs were lower by $65,703 for May 31, 2023, compared to May 31, 2022. The decrease was due to decreases in consulting and R&D costs and increases in exploration costs compared to May 31, 2022.

Working Capital November 30,  August 31, 
  2023  2023 
Current assets$923,198 $1,347,708 
Current liabilities 317,838  332,600 
Working capital$605,360 $1,015,108 

As at May 31,November 30, 2023, we had $304,255$317,838 in current liabilities, which is lower by $53,600$14,762 when compared to current liabilities as at August 31, 2022. Our net cash used in operating activities for the nine months ended May 31, 2023 was $1,006,384 compared to $551,009 used in the nine months ended May 31, 2022.2023.

Liquidity and Financial Condition

Working Capital May 31,  August 31, 
  2023  2022 
Current assets$1,860,376 $3,203,141 
Current liabilities 304,255  357,855 
Working capital$1,556,121 $2,845,286 

  May 31,  May 31, 
Cash Flows 2023  2022 
Cash flows (used in) operating activities$(1,006,384)$(551,009)
Cash flows from investing activities 629,469  1,099,564 
Cash flows from financing activities 2,000  131,390 
Net increase (decrease) in cash during year$(374,915)$679,945 
  November 30,  November 30, 
Cash Flows 2023  2022 
Cash flows used in operating activities$(229,950)$(166,497)
Cash flows from investing activities 218,555  - 
Net decrease in cash during year$(11,395)$(166,497)

Operating Activities

Net cash used in operating activities was $1,006,384$229,950 in the nine-monthsthree-months ended May 31,November 30, 2023 compared with net cash used in operating activities of $551,009$166,497 in the same period in 2022.

Investing Activities

Net cash provided by investing activities was $629,469$218,555 and $1,099,564$0 in the nine-monthsthree-months ended May 31,November 30, 2023 and 2022, respectively.

Financing Activities

Cash provided byThe Company had no financing activities in the ninethree months ended May 31,November 30, 2023 were $2,000 compared to cash provided by financing activities of $131,390 in the same period inand 2022.

Item 4. Controls and Procedures

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

As of May 31,November 30, 2023, the end of the second quarter covered by the comparative information of this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.

Inherent limitations on effectiveness of controls

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

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31,November 30, 2023, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

Risks Associated with Business

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

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

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

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

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

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

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

  • the corporation could financially undertake the opportunity;
  • the opportunity is within the corporation's line of business; and
  • it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

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

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

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

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

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

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

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

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

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

Changes In Environmental Regulations May Have An Impact On Our Operations

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

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

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

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

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

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

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

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

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

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

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

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

There is an explanatory paragraph to their audit opinion issued in connection with the financial statements for the year ended August 31, 20222023 with respect to their doubt about our ability to continue as a going concern. As discussed in Note 2 to our financial statements for the year ended August 31, 2022,2023, we had working capital of $2,845,286 (deficit of $5,841$1,015,108 ($2,845,286 as at August 31, 2021)2022) and have incurred cumulative losses of $13,985,764$14,526,485 that raises substantial doubt about its ability to continue as a going concern. Our management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that our company will be able to continue to finance our company on this basis.

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

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

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

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

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

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

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

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

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

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

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

Risks Associated with the Shares of Our Company

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

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

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

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

We are authorized to issue up to 500,000,000 shares. The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

Other Risks

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

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

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

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

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

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

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

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

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

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

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

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

We are authorized to issue up to 500,000,000 shares. The board of directors of our company has the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

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

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

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

Our constating documents authorize the issuance of 500,000,000 shares of common stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors" interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

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

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

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

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

Trends, risks and uncertainties.

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

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

Item 6. Exhibits

Exhibit
Number		Description
 
(i) Articles of Incorporation; and (ii) Bylaws
3.1Articles of Incorporation of Enertopia Corp. dated November 22, 2004 (incorporated by reference to our Registration Statement on Form SB-2 filed January 10, 2006 as Exhibit 3.1).
3.2Certificate of Amendment filed with the Nevada Secretary of State on February 22, 2010 (incorporated by reference to Exhibit 3.02 of our Current Report on Form 8-K filed March 4, 2010).
3.3Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed December 18, 2009).
10.1Agreement dated December 14, 2020 with Al Rich (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 15, 2020).
10.2Consulting Agreement dated December 6, 2021 with Terry Gaylon.
10.3Hydrogen Asset Purchase Agreement dated December 6, 2021
10.4Asset Purchase Agreement dated December 17, 2021 with Paul Sandler and Mark Snyder dated December 17, 2021.
10.5Asset Sale Agreement with Cypress Development Corp dated February 23, 2022 (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K filed February 28, 2022).
10.6Consulting Agreement with Mr. Robert McAllister dated May 1, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 4, 2022).
10.7Consulting Agreement with Mr. Allan Spissinger dated August 16, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed August 19, 2022).
14.1Code of Ethics (incorporated by reference by from our annual report on Form 10-KSB filed on November 29, 2007).
31.1Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Executive Officer
31.2Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Financial Officer and Principal Accounting Officer
32.1Section 1350 Certification - Principal Executive Officer
32.2Section 1350 Certification - Principal Financial Officer and Principal Accounting Officer
101.INSInline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

ENERTOPIA CORP.
  
By:/s/ " Robert McAllister "
 Robert McAllister,
 President (Principal Executive Officer)
 July 12, 2023January 11, 2024

By:/s/ "Allan Spissinger"
 Allan Spissinger CPA, CA
 Chief Financial Officer
 July 12, 2023January 11, 2024