Current Report Filing (8-k)
November 03 2017 - 12:47PM
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)
November
2, 2017
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 of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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156 Valleyview Road, Kelowna, BC Canada
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V1X 3M4
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(250)
765-6412
N/A
(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 the Exchange Act
(17 CFR 240.13e -4(c))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2
of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
[ ]
Item 1.01
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Entry into a Material Definitive Agreement
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On November 2, 2017, Enertopia Corp. (the "Company") announced
it has engaged FronTier Merchant Capital Group to provide investor relations
(IR) and marketing services. FronTier is an investor relations group with a home
office in Toronto, Canada. FronTier will assist the company by increasing market
awareness for the company using a number of financial market communications
initiatives, including facilitating in-person introductions for the company with
institutional and retail brokers in Toronto and other financial capitals, and
through media distribution on national television, radio and multiple on-line
channels.
- 2 -
Under the terms of the engagement, FronTier has been retained
for a 12-month period at $87,000 (plus applicable sales tax) per annum plus
direct expenses. The Company will also grant 300,000 stock options to FronTier
and 500,000 stock options to a director of the Company at an exercise price of 5
cents USD expiring 5 years from the date of grant.
Item 3.02
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Unregistered Sales of Equity Securities
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On November 1, 2017, the Company announced it has closed the
first tranche of CAD $130,000 for its Private Placement announced on October 26,
2017. Enertopia will be issuing 2,600,000 common shares at CAD$0.05 and
2,600,000 whole warrants that expire on November 1, 2019, with an exercise price
of USD $0.06 during the 24 month period.
All issued shares will be subject to a hold period, for any
resale into the United States under Rule 144, of six months and one day.
Proceeds of the Private Placement will be used for continued Lithium Brine
division development, project development and general working capital. The
Private Placement will be subject to normal regulatory approvals.
The securities referred to herein will not be or 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
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Regulation FD Disclosure
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A copy of the news release announcing the closing of the first
tranche of CAD $130,000 for its Private Placement is filed as exhibit 99.1 to
this current report and is hereby incorporated by reference.
A copy of the news release announcing it has engaged FronTier
Merchant Capital Group to provide investor relations (IR) and marketing services
is filed as exhibit 99.2 to this current report and is hereby incorporated by
reference.
Item 9.01
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Financial Statements and Exhibits
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- 3 -
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.
ENERTOPIA CORP.
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/s/
Robert McAllister
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Robert G. McAllister
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CEO, President and Director
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Date:
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November 2, 2017
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