Attached files
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EX-99.1 - EXHIBIT 99.1 - Enertopia Corp. | exhibit99-1.htm |
EX-10.3 - EXHIBIT 10.3 - Enertopia Corp. | exhibit10-3.htm |
EX-10.2 - EXHIBIT 10.2 - Enertopia Corp. | exhibit10-2.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): April 28, 2017
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 3.02 Unregistered Sales of Equity Securities
On April 28, 2017, Enertopia closed its final tranche of a private placement of 3,224.000 units at a price of CAD$0.09 per unit for gross proceeds of US$217,620, CAD$290,160. Each Unit consists of one common share of the Company and full non-transferable Share purchase warrant (each whole warrant, a Warrant). Each Warrant will be exercisable into one further Share (a Warrant Share) at a price of USD$0.12 per Warrant Share at any time until the close of business on the day which is 24 months from the date of issue of the Warrant.
A cash finders fee in total for CAD$20,736 and 230,400 full broker warrants that expire on April 28, 2019 at a price of US$0.12 per Warrant Share at any time until the close of business on the day which is 24 months from the date of issue of the Warrant was paid to Leede Jones Gable Inc. and Canaccord Genuity.
On April 28, 2017, 166,500 warrants from previous private placement were exercised into 166,500 common shares of the Company for net proceeds of USD$11,655.
Proceeds of the private placement and warrant exercise will be used for the Companys exploration projects, Lithium Brine recovery technology, continued exploration and general working capital.
The Company issued the unit forty-four (44) 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 Company issued the units one (1) US persons pursuant to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act 1933, as amended. Each of the subscribers represented that they were an accredited investor as such term is defined in Regulation D.
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 the private placement and warrants exercise 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.
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: April 28, 2017
Enertopia Corp. | |
By: Robert McAllister | |
Robert G. McAllister | |
President and Director |