Washington, D.C. 20549



Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   January 14, 2021

(Exact name of registrant as specified in its charter)




(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

#18 1873 Spall Road, Kelowna, BC

V1Y 4R2

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code      250-870-2219

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares


OTC Markets

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.

- 2 -

Item 3.02

Unregistered Sales of Equity Securities

On January 14, 2021, Enertopia Corp. ("we", "us", "our, the "Company") announced that is has closed $180,000 from a Private Placement.  Enertopia will be issuing 3,000,000 common shares at USD$0.06 and 1,500,000 whole warrants that expire on January 14, 2022, with an exercise price of USD$0.09 per whole warrant during the 12-month period.  No finders' fees were paid with respect to this Private Placement.

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, additional technology, 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

Regulation FD Disclosure

On January 14, 2021, the Company issued a news release, attached as Exhibit 99.1, announcing the corporate update and closing of the Private Placement.

Item 9.01

Financial Statements and Exhibits



Press Release dated January 14, 2021


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.



/s/ Robert McAllister


Robert McAllister


President and Director


January 21, 2021


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