OTC: ENRT
Enertopia Corp.CIK 0001346022 · Metal Mining
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About Enertopia Corp.
Source: Item 1 (Business) from the 10-K filed December 16, 2025. Description as filed by the company with the SEC.
Item 1. Business
This annual report contains forward-looking statements. 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 consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.
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As used in this annual report and unless otherwise indicated, the terms "we", "us", "our", "our Company, "the Company", and "Enertopia" mean Enertopia Corp.
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 Company controls 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,818 acres of land administrated by the BLM on February 25, 2022. The Company has been focused on using modern technology on extracting lithium and verifying or sourcing other intellectual property in the EV & green technology sectors in developing environmental solutions. The Company has been granted three patents and has one pending patent applicable to the above sectors.
The address of our principal executive office is #100 740 McCurdy Road., Kelowna, British Columbia V1X 2P7. Our telephone number is (250) 870-2219. Our current location provides adequate office space for our purposes at this stage of our development.
Summary of Recent Business
During May of 2022, the Company began filing two provisional patents in the Clean Technology segment of our business with 2 more filings occurring during May and August of 2022 for a total of four filings.
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. On February 18, 2025 the United States Patent Trademark Office (USPTO) notified the Company that patent number 12231085 (Water Producing System for a Liquid Transfer Mat) was issued.
On January 9, 2023, the Company's shares began trading on the Canadian Securities Exchange ("CSE") under the trading symbol ENRT.
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 November 19, 2024 the USPTO notified the Company that patent number 12149091 was issued.
On March 22, 2023, the Company held its 2023 annual meeting of stockholders At the Annual Meeting, the Company's stockholders voted on (1) the election of the following individuals to the board of directors: Robert McAllister, Kevin Brown, John Nelson; (2) the ratification of the appointment of Davidson & Company LLP ("Davidson & Company") as the Company's independent registered public accounting firm for the year ending August 31, 2023; (3) approval of the increase in the Company's authorized share capital to 500,000,000 shares of common stock; (4) advisory vote on executive compensation; and (5) approval of the Company's 2023 stock option plan. All proposals were approved.
During February 2024, we received comments from the USPTO (United States Patent and Trademark Office) that the USPTO has declined our application for the Enertopia Solar BoosterTM. We will not be pursuing this application any further. As a result, the 50,000 (1,000,000 pre-reverse) shares in escrow that were issued upon the condition of the granting of the patent will be returned to Treasury for cancellation. As of August 31, 2025 the shares were still in escrow.
The Company held its AGM on May 17, 2024. On May 21, 2024 the Company reported on form 8-K that all resolutions were passed, which included a resolution for the Directors to consolidate the shares of the company based on a range of 1-5 to 1-20 consolidation. The Company's 1 for 20 share consolidation became effective January 10, 2025.
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Chronological Overview of our Business over the Last Five Years
On February 11 2020 the Company signed a 1% Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $200,000. The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.
On February 25 2020 the Company signed Mark Snyder to a one year Technology Advisory Board. Monthly contract rate of $1,000 per month and the issuance of 100,000 stock options valid for two years at a strike price of $0.40 per share.
On April 2, 2020 the Company announced its maiden 43-101 Lithium resource report. The project this report referenced was sold on May 5, 2022 for $1,050,000 in cash and 3,000,000 shares of Cypress Development Corp (renamed to Century Lithium), plus a $50,000 cash deposit received February 24, 2022.
On October 30, 2020 the Company signed a 1% Royalty agreement with respect to any future commercial lithium production from the Company's Clayton Valley, Nevada claims in exchange for $250,000. The Company has a right of first refusal to repurchase the royalty upon any proposed sale by the royalty holder to a third party.
On February 25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering 1,818 acres of land administrated by the BLM.
During May of 2022, the Company began filing two provisional patents in the Clean Technology segment of our business with 2 more filings occurring during May and August of 2022 for a total of four filings.
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.
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 November 2, 2023 the Company announced completion of its National Instrument 43-101 technical report for the West Tonopah (WT) Lithium Project (filed in on form 8K November 2, 2023). Key data from the report include:
Current geological modeling has separated the project into two mineral resource areas; the higher-lithium grade western area defined by 18 sonic drillholes, and the lower-lithium grade eastern area defined by 4 sonic drillholes.
The western resource area is estimated to contain 212,000 tonnes lithium carbonate equivalent (LCE) of indicated mineral resources at 609 parts per million (ppm) lithium and 420,000 tonnes LCE of inferred mineral resources at 722 ppm.
The lithium-claystone mineralization occurs in the near surface (between zero and approximately 70 feet of overburden).
High-grade western resource zone currently accounts for 100% of the indicated and 94.4% of the inferred mineral resources at the WT Lithium Project.
There is good potential for the indicated portion of the mineral resources in the west resource area to increase because the indicated resource is restricted to the current depth of the drilling with continuing mineralization evident at the end-of-hole depths in several drillholes.
On January 19, 2024 the Company announced that one of the co inventors in CapNtrack was over come by a sudden illness and has passed away. After discussions with the Estate, Enertopia and the Estate have entered into a mutual Release and Settlement Agreement. Based on the terms of the Agreement the 125,000 shares (2.5 million shares pre-reverse) held in escrow will be returned to Treasury for cancellation. Also, the 25% interest in CapNtrack held by the deceased co-inventor has been returned to Enertopia. Enertopia now has a 76% ownership interest in CapNtrack with the remaining inventor holding the remaining 24% interest.
During February 2024, we received comments from the USPTO (United States Patent and Trademark Office) that the USPTO has declined our application for the Enertopia Solar BoosterTM. We will not be pursuing this application any further. As a result, the 50,000 shares (1 million shares pre-reverse) in escrow that were issued upon the condition of the granting of the patent will be returned to Treasury for cancellation. As of August 31, 2024 the shares were still in escrow.
On May 29, 2024 the Company announced results of solution testing work performed on lithium mineralized material from our 2023 drill program on our West Tonopah Lithium project. Highlights of the process development and laboratory work completed to-date:
HCL acid leaching - extraction of 97% lithium is achieved with 4 hours of retention time at 60 degrees C.
HCL acid leaching - extraction of 91% lithium is achieved with 1 hour of retention time at 60 degrees C.
Sulphuric acid leaching - extraction of 91% lithium is achieved with 4 hours of retention time at 60d degrees C.
Sulphuric acid leaching - extraction of 79% lithium is achieved with 1 hour of retention time at 60 degrees C.
Distilled water leaching for baseline test - extraction of 1% lithium is achieved with 24 hours or retention time at 23degrees C.
The Company held its AGM on May 17, 2024. On May 21, 2024 the Company reported on form 8-K that all resolutions were passed, which included a resolution for the Directors to consolidate the shares of the company based on a range of 1-5 to 1-20 consolidation. The Company's 1 for 20 share consolidation became effective January 10, 2025.
On October 2, 2024, the Company announced the results from the completed second phase of metallurgical test work, summarized below, with comparison to the May 29, 2024 Press Release in bold:
Feed preparation/beneficiation - Use of (+75 micron) material indicates a reduction in material mass, increase in lithium grade and decrease in net acid-consumption per mg of lithium put into solution. There were no significant changes in lithium concentration from our baseline results above press released on May 29, 2024.
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Further analysis on leaching time and temperature testing for reduced acid consumption. No significant change in lithium recovery based on time and temperature from our baseline results released on May 29, 2024.
Three roast tests were completed with subsequent water leach tests of the calcined products. No net benefit was produced using the calcinated products for lithium recovery enhancement compared to the higher recovery numbers released on May 29, 2024.
Summary of second phase test results show that the high level of lithium put into solution from phase one testing indicates a straightforward path to liberating Lithium into solution from the claystone.
On April 4, 2025, the Company announced the filing of provisional patent number 63/782/745 for the Scalable Automated Oxyhydrogen Production, Storage, and Utilization System for on grid or off grid applications.
On May 29, 2025, the Company announced the start of building of a mobile lab testing and proving facility for our Oxyhydrogen technology that will also allow real-time demonstrations of a fully automated oxyhydrogen production and replacement system, which can then be used to run a wide variety of propane appliances, generate hot water and air, or for use as an air conditioning unit. Oxyhydrogen gas is classified as a renewable energy source, with water vapor as its main byproduct when burned, therefore does not produce carbon emissions.
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 1,818 acres of land administrated by the BLM. The property is in good standing until September 1, 2026. Estimated respective yearly holding fees to the BLM is $17,600 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, second phase drill program April 2023 and has a published S-K 1300 Technical Resource report. Further information can be found at www.enertopia.com.
TECHNOLOGY
NON PROVISIONAL PATENTS AND ISSUED PATENTS
On November 4, 2021, the Company announced the provisional patent filing known as Energy Management System, this was subsequently filed as a non-provisional patent on November 2, 2022. United States Patent Trademark Office (USPTO) has notified the Company that patent number 12149091 was issued on November 19, 2024.
Some Key Points on our Energy Management Patent:
AI Predictive Comparative Analysis
Cathodic (lightening) protection management and analysis
Multi platform Interface Solar/ Energy Storage System (ESS)/HVAC/Water Pumping/ Combined Heat & Power (CHP)/Gas Heat & Power (GHP)
Adaptable Organic Architecture allows monitoring of water, gas and other sensors
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 January 19, 2024 the Company announced that the USPTO had declined our Non provisional patent application and the Company has determined not to pursue the application.
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 Fahrenheit. The United States Patent Trademark Office (USPTO) has notified the Company that patent number 12224704 was issued on February 11, 2025.
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. The United States Patent Trademark Office (USPTO) (Water Producing System for a Liquid Transfer Mat) has notified the Company patent number 12231085 was issued of February 18, 2025.
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.
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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. On July 1, 2024, Mr. McAllister voluntarily suspended and terminated accrual of these consulting fees.
The Company has a consulting agreement with the CFO of the Company, Mr. Allan Spissinger, for corporate administration and consulting services for $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 $309,946 in research and development expenditures over the last two fiscal years.