TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 4, 2021 Robert McAllister Principal Executive Officer, President and Director Enertopia Corp. #18 1783 Spall Road Kelowna, British Columbia, Canada V1Y 4R2 Re: Enertopia Corp. Registration Statement on Form S-1 Filed April 26, 2021 File No. 333-255495 Dear Mr. McAllister: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Timothy Collins at 202-551-3176 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: William Macdonald