Current Report Filing (8-k)
February 28 2017 - 6:40AM
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):
February
28, 2017
ENERTOPIA CORP.
(Exact name of registrant as specified in its charter)
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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 Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
On February 28, 2017, the Company signed a Letter of Engagement
with Adam Mogil and issued 1,000,000 warrant options to convert to 1,000,000
common shares to Adam Mogil to provide corporate services. The warrants have an
exercise price of $0.09 and expire August 28, 2017.
On February 28, 2017, Enertopia closed its final tranche of a
private placement of 4,250.000 units at a price of CAD$0.04 per unit for gross
proceeds of US$127,500, CAD$170,000. Each Unit consists of one common share of
the Company and full non-transferable Share purchase warrant (each whole
warrant, a “Warrant”). Each Warrant will be exercisable into one further Share
(a “Warrant Share”) at a price of US$0.06 per Warrant Share at any time until
the close of business on the day which is 24 months from the date of issue of
the Warrant.
A cash finders’ fee in total for CAD$9,100 and 227,500 full
broker warrants that expire on February 28, 2019 at a price of US$0.06 per
Warrant Share at any time until the close of business on the day which is 24
months from the date of issue of the Warrant was paid to Leede Jones Gable Inc.
and Canaccord Genuity. Additionally CAD$2,000 commission was paid to Duncan
McKay.
Proceeds of the private placement will be used for the
Company’s exploration projects, Lithium Brine recovery technology, continued
exploration and general working capital.
The Company issued the unit fifty one (51) non-US persons in an
off-shore transaction pursuant to the exemption from registration provided for
under Regulation S, promulgated under the United States Securities Act of 1933,
as amended. Each of the subscribers represented that they were not a “US person”
as such term is defined in Regulation S.
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 private placement and
options grant 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: February 28, 2017
Enertopia Corp.
By:
”Robert
McAllister”
Robert
G. McAllister
President and Director
Enertopia (QB) (USOTC:ENRT)
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