SECURITIES AND EXCHANGE COMMISSION
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): November
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
||(IRS Employer |
||Identification No.) |
#950 1130 West Pender Street, Vancouver, British
Columbia, Canada V6E 4A4
(Address of principal executive offices)
Registrant's telephone number, including area code: (604)
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 November 15, 2012, Enertopia closed the third tranche of an
offering memorandum placement of 1,013,000 units at a price of CAD$0.05 per unit
for gross proceeds of CAD$50,650 (US$50,650). Each Warrant will be exercisable
into one further Share at a price of US$0.10 per Warrant Share for a period of
twelve (12) months following closing; or at a price of US$0.20 per warrant share
for a period that is twelve months and one day to thirty-six (36) months
The Company issued 38,000 shares and 101,300 units and 101,300
brokers warrants having the same terms as above in connection with the private
placement to Canaccord Genuity for broker commissions.
Proceeds of the private placement will be used for general
working capital; to fund exploration of mineral properties; and for
The Company issued the units seventeen (17) 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 closing of the private
placement is filed as exhibit 99.1 to this current report and is hereby
incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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: November 15, 2012
By: ____Robert McAllister______
Robert G. McAllister
President and Director