ENRT Enertopia Corporation (QB)

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 25, 2022

ENERTOPIA CORPORATION
(Exact name of registrant as specified in its charter)

#18 1873 Spall Road
Kelowna, British Columbia, Canada V1Y4R2
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (250) 870-2219

Not Applicable
(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:

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. ☐

On February 25, 2022, Enertopia Corp. ("we", "us", "our, the "Company") entered into a geological consulting agreement (the "Consulting Agreement") with Foster Wilson ("Wilson") whereby Wilson has located an acquisition opportunity for the Company (the "Acquisition") and the Company will pay to Wilson a consulting fee and 1,000,000 common shares of the Company.  The Consulting Agreement shall automatically terminate on the closing or termination, as applicable, of the Acquisition.

On February 28, 2022, the Company issued 1,000,000 common shares at US$0.04 per share to Wilson pursuant to the Consulting Agreement.

The 1,000,000 shares issued pursuant to the Consulting Agreement were issued to a U.S. resident pursuant to Rule 506 and/or section 4(a)(2) of the United States Securities Act of 1933.

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.