ENRT Enertopia Corporation (QB)

Item 3.02 Unregistered Sales of Equity Securities

On April 28, 2017, Enertopia closed its final tranche of a private placement of 3,224.000 units at a price of CAD$0.09 per unit for gross proceeds of US$217,620, CAD$290,160. 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 USD$0.12 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$20,736 and 230,400 full broker warrants that expire on April 28, 2019 at a price of US$0.12 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.

On April 28, 2017, 166,500 warrants from previous private placement were exercised into 166,500 common shares of the Company for net proceeds of USD$11,655.

Proceeds of the private placement and warrant exercise will be used for the Company’s exploration projects, Lithium Brine recovery technology, continued exploration and general working capital.

The Company issued the unit forty-four (44) 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 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.