Current Report Filing (8-k)
October 07 2016 - 11:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
October
7, 2016
ENERTOPIA CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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000-51866
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20-1970188
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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#950 1130 West Pender Street, Vancouver, British
Columbia, Canada V6E 4A4
(Address of principal executive offices)
(Zip code)
Registrant's telephone number, including area code:
(604)
602-1675
________________________________________________________
(Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Letter of Intent Agreement
Item 3.02 Unregistered Sales of Equity Securities
On October 7, 2016, Enertopia is making its six month
anniversary payment as per the terms of the signed Definitive Agreement on May
12,
2016 with the Vendor respecting the option to purchase a 100%
interest in approximately 2,560 acres of placer mining claims in Churchill,
Lander and Nye Counties Nevada, USA. These placer mining claims are subject to a
1.5% NSR from commercial production with the Company able to buy back the NSR at
the rate of $500,000 per 0.5% NSR.
Purchase Price for the Claims
The consideration payable by Enertopia to the Optionor.
pursuant to this Offer shall consist of:
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(a)
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paying $7,000 on signing the Offer; (paid)
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(b)
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paying $12,000 on signing of the definitive agreement
(the Agreement) and issuing 3,500,000 common shares in the capital stock
of Enertopia as soon as practicable following the execution of the
Agreement, (paid)
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(c)
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paying an optional $12,000 on or before the six month
anniversary of the definitive agreement (the Agreement), ( Paying $5,000
and issuing 175,000 common shares at a price of $0.04 per
share).
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(d)
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paying an optional $22,500 on or before the one year
anniversary of the definitive agreement (the Agreement),
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(e)
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issuing additional common shares in the capital of the
Optionee, as constituted on the date hereof, to be issued to the Optionor
pursuant to the discovery of a Lithium enriched brine with an average
300ppm Li over 100 foot vertical interval in the enriched lithium brine in
the Central Nevada Brine Project. 1,000,000 Bonus Shares will be issued
per each successful property discovery meeting the foregoing criteria up
to a maximum 3,000,000 Bonus Shares.
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NSR
There is a 1.5% Net Smelter Return
(NSR) payable on all Placer mining claims from commercial production to be
paid according to the terms and conditions as set forth in the Transaction
Documents. The NSR can be re purchased for $500,000 per every 0.5% .
The Company issued the units one (1) US persons pursuant to the
exemption from registration provided for under Rule 506 of Regulation D,
promulgated under the United States Securities Act 1933, as amended. Each of the
subscribers represented that they were an accredited investor as such term is
defined in Regulation D. The securities referred to herein will not be and have
not been registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Item 7.01 Regulation FD Disclosure.
A copy of the news release announcing the Agreement is filed as
exhibit 99.1 to this current report and is hereby incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: October 7, 2016
Enertopia Corp.
By: ___
Robert
McAllister
______
Robert G. McAllister
President and Director
Enertopia (QB) (USOTC:ENRT)
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