Current Report Filing (8-k)
December 07 2016 - 6:08AM
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):
December
6, 2016
ENERTOPIA CORP.
(Exact name of registrant as specified in its charter)
Nevada
|
000-51866
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20-1970188
|
(State or other jurisdiction
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(Commission
|
(IRS Employer
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of incorporation)
|
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 Definitive Agreement
On December 6, 2016 a Definitive
Commercial Agreement signed by Enertopia Corporation ("
Enertopia
") and
Genesis Water Technologies, Inc.
("
GWT
") with regard to the
acquisition by Enertopia (the "
Acquisition
") of the exclusive licensing
rights (the "
Licensing Rights
") by Enertopia of all of the technology
used in the process of recovering and extraction of battery grade lithium
carbonate powder Li2CO3 grading 99.5% or higher purity from brine solutions (the
"
Technology
") and covered under patent pending process #XXXXXX (the
"
Pending Patent
").
Exclusive Licensing Structure.
in accordance with the terms of the formal Definitive Commercial Agreement (the
Definitive Agreement
) the following are key points are as follows:
|
a)
|
Enertopia to pay within 30 days to GWT $10,000 for the
bench testing of four lithium brine samples to confirm the June 2016
feasibility report. Upon successful independent 3
rd
party lab
testing of the bench test results, final location will be confirmed for
permitting and construction of 50 gpm test pilot facility which will take
approximately three months to build.
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b)
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Upon successful test pilot facility results, start the
construction of commercial Lithium recovery production facility.
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c)
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GWT has granted Enertopia exclusive rights and
relicensing rights to the usage of GWTs patent pending technology
covering United States of America, Argentina, Bolivia and Chile as per the
Commercialization Agreement in return for 10 per cent of net sales royalty
payments for battery grade Lithium Carbonate Li2CO3 produced.
|
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d)
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In order to maintain its exclusive rights, Enertopia will
need to make the following minimal payments to GWT on the anniversary of
signing the definitive agreement:
|
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a.
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On or before December 6, 2017, the greater of 10 per cent
of Enertopia net Lithium Carbonate Li2CO3 sales from brine sources or
$50,000;
|
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b.
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On or before December 6, 2018, the greater of 10 per cent
of Enertopia net Lithium Carbonate Li2CO3 sales from brine sources or
$150,000;
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c.
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On or before December 6, 2019, the greater of 10 per cent
of Enertopia net Lithium Carbonate Li2CO3 sales from brine sources or
$200,000;
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d.
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For 2019 to 2023, the greater of 10 per cent of Enertopia
net Lithium Carbonate Li2CO3 sales from brine sources or $200,000 per
annum.
|
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e.
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Right of first refusal to renew exclusive rights and
relicensing rights for another 10 years after the first seven year
licensing period on the same net sales terms as those of 2023 or $250,000
per annum.
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Item 7.01 Regulation FD Disclosure.
A copy of the news release announcing Letter of Intent 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: December 7, 2016
Enertopia Corp.
By:
Robert
McAllister
Robert
G. McAllister
President and Director
Enertopia (QB) (USOTC:ENRT)
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