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EX-99.1 - EXHIBIT 99.1 - Enertopia Corp.exhibit99-1.htm
EX-10.1 - EXHIBIT 10.1 - Enertopia Corp.exhibit10-1.htm

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): June 24, 2015

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

Nevada 000-51866 20-1970188
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

#950 – 1130 West Pender Street, Vancouver, British Columbia, Canada V6E 4A4
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (604) 602-1675

______________________________________________
(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 Exchange Act (17 CFR 240.13e -4(c))


Item 1.01 Entry into a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement

Item 2.01 Completion of Disposition of Assets

On June 24, 2015, the Company entered into Share Purchase Agreement with Shaxon Enterprises Ltd. which replaces the Letter of Intent dated June 10, 2015. Enertopia sold its 51% interest with the MMPR Burlington application number 10-MM0610 and its wholly owned subsidiary Thor Pharma Corp. The Share Purchase Agreement attached hereto as exhibit 10.1 to this current report. The Burlington project related with Joint Venture Agreement dated May 28, 2014 with Lexaria Corp. based on developing a business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing marijuana at the Burlington Location. This Joint Venture was terminated based on the closing of this transaction.

Item 7.01 Regulation FD Disclosure

A copy of the news release announcing the Letter of Intent and cancellation of the Enertopia/Lexaria Joint Venture Agreement is filed as exhibit 99.1 to this current report and is hereby incorporated by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No. Description
   
10.1 Share Purchase Agreement dated June 24, 2015
99.1 Press Release dated June 25, 2015

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.

Dated: June 25, 2015

  Enertopia Corp.
   
  By: ”Robert McAllister” 
  Robert G. McAllister
  CEO and President and Director