10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

     (Mark One)

 [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2014

or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________to _____________

Commission File Number 000-51866

Enertopia Corporation
(Exact name of registrant as specified in its charter)

Nevada	20-1970188
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
950 – 1130 West Pender Street, Vancouver, BC 4A4	V6E
(Address of principal executive offices)	(Zip Code)

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

Enertopia Corporation
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ X ] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer [   ]		Accelerated filer [   ]
Non-accelerated filer  [   ]	(Do not check if a smaller reporting company)	Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
[   ] YES [ X ] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[   ] YES [   ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
89,780,331 common shares issued and outstanding as of July 10, 2014

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited interim consolidated financial statements for the nine months period ended May 31, 2014 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

ENERTOPIA CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)

		May 31			August 31
		2014			2013
ASSETS
Current
Cash and cash equivalents	$	1,215,899		$	1,341
Owned securities (Note 4)		453,750			3,750
Accounts receivable		33,405			10,268
Prepaid expenses and deposit		258,583			6,913
Assets held for sale (Note 5)		-			32,197
Total current assets		1,961,637			54,469
Non-Current
Long term investments - GSWPS (Note 6)		-			-
Oil and Gas Asset (Note 7)		4,000
Medical Marijuana Assets (Note 8)		4,863,829			-
Total Assets	$	6,829,466		$	54,469
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current
Accounts payable	$	243,000		$	354,928
Short Term Loan- related party (Note 8)		-			47,380
Due to related parties (Note 9)		72,910			123,610
Total Current Liabilities		315,910			525,918
STOCKHOLDERS' EQUITY
Share capital           Authorized:                         200,000,000 common shares with a par value of $0.001 per share           Issued and outstanding:                         88,957,414 common shares at May 31, 2014 and                         August 31,2013: 30,314,415		88,957			30,314
Additional paid-in capital		13,994,152			5,622,895
Deficit accumulated during the exploration stage		(7,569,553	)		(6,124,658	)
Total Stockholders' Equity		6,513,556			(471,449	)
Total Liabilities and Stockholders' Equity	$	6,829,466		$	54,469

The accompanying notes are an integral part of these consolidated financial statements

F1

ENERTOPIA CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NOVEMBER 24, 2004 (inception) TO May 31, 2014
(Expressed in U.S. Dollars)

										DEFICIT
										ACCUMULATED
	COMMON STOCK				ADDITIONAL		STOCK			DURING			TOTAL
					PAID-IN		TO BE			EXPLORATION			STOCKHOLDERS'
	SHARES		AMOUNT		CAPITAL		ISSUED			STAGE			EQUITY
Balance November 24, 2004 (Inception)	-	$	-	$	-	$	-		$	-		$	-
Issuance of common stock for cash  at $0.02 per share on March 22, 2005	5,467,500		5,468		103,882		-			-			109,350
Issuance of common stock for cash at $0.30 per share on April 6, 2005	1,112,500		1,112		332,638		-			-			333,750
Stock to be issued	125,000		-		37,375		125			-			37,500
Comprehensive income (loss):
(Loss) for the period	-		-		-		-			(167,683	)		(167,683	)
Balance, August 31, 2005	6,705,000		6,580		473,895		125			(167,683	)		312,917
Stock issued on September 29, 2005	-		125		-		(125	)		-			-
Comprehensive income (loss):
(Loss) for the year	-		-		-		-			(200,091	)		(200,091	)

Balance, August 31, 2006	6,705,000		6,705		473,895		-		(367,774	)		112,826
Units issued for cash at $0.50 per unit to related parties on March 6, 2007 (included stock based compensation of $116,959)	92,740		93		163,236							163,329
Stock issued for property on April 18, 2007	250,000		250		274,750		-		-			275,000
Units issued for cash at $0.50 per unit on April 19, 2007	100,000		100		49,900		-		-			50,000
Units issued for cash at $0.50 per unit on August 31, 2007	600,000		600		299,400		-		-			300,000
Imputed interest from non-interest bearing loan	-		-		3,405		-		-			3,405
Comprehensive income (loss):
(Loss) for the year	-		-		-		-		(607,397	)		(607,397	)
Balance, August 31, 2007	7,747,740	$	7,748	$	1,264,586	$	-	$	(975,171	)	$	297,163
Units issued for acquisition at $0.42 per unit on November 30, 2007	6,905,000		6,905		2,893,195		-		-			2,900,100
Imputed interest from non-interest bearing loan	-		-		7,139		-		-			7,139
Stock-based compensation on 1,785,000 options granted	-		-		104,257		-		-			104,257
Comprehensive income (loss):
(Loss) for the year	-		-		-		-		(372,535	)		(372,535	)
Balance, August 31, 2008			14,653				-		(1,347,706	)		2,936,124

	14,652,740	$		$	4,269,177	$		$			$
Imputed interest for non-interest bearing loan	-		-		4,410		-		-			4,410
Stock-based compensation	-		-		35,780		-		-			35,780
Comprehensive income (loss):
(Loss) for the year	-		-		-		-		84,233			84,233
Balance, August 31, 2009	14,652,740	$	14,653	$	4,309,367	$	- $		(1,263,473	)	$	3,060,547
Imputed interest for non-interest bearing loan					2,442							2,442
Stock-based compensation					78,858							78,858
Stock issued for acquisition at $0.20 per share on February 28, 2010	500,000		500		124,500							125,000
Units issued for cash at $0.15 per unit on May 31, 2010	557,500		557		83,068							83,625
Gain on settlement of the amount due to related parties					34,542							34,542
Comprehensive income (loss):
(Loss) for the year	-		-		-		-		(2,955,141	)		(2,955,141	)
Balance, August 31, 2010	15,710,240		15,710		4,632,777		-		(4,218,614	)		429,873
Debt settlement on November 22, 2010	62,500		63		9,313							9,376
Debt settlement on November 19, 2010	100,000		100		14,900							15,000

Stock-based compensation							254,443								254,443
Share Subscriptions on March 3, 2011	8,729,000			8,729			885,264			-					893,993
Share Issuance costs							(96,490	)		-					(96,490	)
Warrants issued on March 3, 2011							(848,459	)							(848,459	)
Common Shares cancelled on January 1, 2011	(1,000,000	)		(1,000	)		1,000								-
Debt settlement on March 16, 2011	78,125			78			12,422								12,500
Debt settlement on April 27, 2011	360,000			360			157,412								157,772
Debt settlement on April 27, 2011	100,000			100			45,900								46,000
Shares issued Wildhorse on April 11, 2011	500,000			500			74,500								75,000
Share issuance correction on Jun 4, 2011	4,000			4			(4	)							-
Comprehensive income (loss):
(Loss) for the year												(165,405	)		(165,405	)
Balance, August 31, 2011	24,643,865		$	24,644		$	5,142,978		$	-	$	(4,384,019	)	$	783,603
Stock-based compensation							66,953								66,953
Shares issued Altar on October 11, 2011	100,000			100			9,900								10,000
Shares issued Wildhorse on March 30, 2012	150,000			150			14,850								15,000

Shares issued Tom Ihrke on April 10, 2012	93,750		94		9,281							9,375
Shares subscription for cash on April 13, 2012	2,080,000		2,080		191,499							193,579
Shares subscription for cash on July 27, 2012	600,000		600		29,400							30,000
Shares subscription for cash on August 24, 2012	160,000		160		7,840							8,000
Comprehensive income (loss):
(Loss) for the year									(1,009,735	)		(1,009,735	)
Balance, August 31, 2012	27,827,615	$	27,828	$	5,472,701	$	-	$	(5,393,754	)	$	106,775
Shares issued for cash September 28, 2012	1,074,500		1,074		48,676							49,750
Shares issued Altar on November 24, 2012	100,000		100		5,900							6,000
Shares issued for cash November 15, 2012	1,152,300		1,152		49,498							50,650
Shares issued to Mark Snyder	160,000		160		15,840							16,000
Debt settlement on March 1, 2013					30,280							30,280
Comprehensive income (loss):
(Loss) for the year									(730,904	)		(730,904	)
Balance,August 31, 2013	30,314,415		30,314		5,622,895		-		(6,124,658	)		(471,449	)
Shares issued to Downhole Energy	100,000		100		3,900							4,000
Shares issued to Stewart Briggs/Olibri	750,000		750		36,750							37,500

Shares issued for MM Assets	10,000,000	10,000	390,000	400,000
Shares issued for Investor Relations	200,000	200	13,800	14,000
Shares issued for cash for PP on Nov 18	2,720,000	2,720	133,280	136,000
Shares issued for cash for PP on Dec 23	2,528,000	2,528	113,732	116,260
Shares issued per Agreement with DS	250,000	250	37,250	37,500
Shares issued per JV with WOM	5,000,000	5,000	895,000	900,000
Shares issued for cash for PP on Jan 31	4,292,000	4,292	395,142	399,434
Shares issued for warrant conversion	1,126,500	1,127	214,974	216,101
Shares issued for option conversion	450,000	450	43,800	44,250
Shares issued for cash for PP on Feb 13	12,946,000	12,946	1,182,070	1,195,016
Shares issued as per Agreeement with Agora	54,347	54	12,446	12,500
Shares issued per JV Agreement with GCL	10,000,000	10,000	2,090,000	2,100,000
Shares issued per JV Agreement with WOM	1,000,000	1,000	679,000	680,000
Shares issued for warrant conversion	5,827,855	5,828	910,617	916,445
Shares issued for option conversion	425,000	425	82,325	82,750

Shares issued as per agreement with R. Chadwick	100,000	100	67,900				68,000
Shares issued as per agreement with Dr. Melamede	250,000	250	174,750				175,000
Shares issued as per various Ontario agreements	623,297	623	213,577				214,200
Short swing			7,058				7,058
Stock Based Compensation			673,886				673,886
Comprehensive income (loss):
(Loss) for the period					(1,444,895	)	(1,444,895	)
Balance, May 31, 2014	88,957,414	88,957	13,994,152	-	(7,569,553	)	6,513,556

The accompanying notes are an integral part of these consolidated financial statements

F-2

Enertopia Corp.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)

														CUMULATIVE
														PERIOD FROM
														INCEPTION
														NOVEMBER 24,
														2004
		THREE MONTHS ENDED						Nine Months Ended						TO
		May 31			May 31			May 31			May 31			May 31
		2014			2013			2014			2013			2014
Revenue
Non-renewal energy - natural gas and oil revenue	$	-		$	-		$	-		$	-		$	374,342
Renewable energy - service revenue		-			-			-			-			32,119
		-			-			-			-			406,461
Cost of revenue
Non-renewable energy:
Natural gas and oil operating costs and royalties		-			-			-			-			141,197
Depletion		-			-			-			-			298,489
Write-down in carrying value of oil and gas
property		-			-			-			-			293,436
Renewable energy		-			-			-			-			48,050
		-			-			-			-			781,172
Gross Profit		-			-			-			-			(374,711	)
Expenses
Accounting and audit		12,570			12,307			35,244			48,623			422,406
Sales & Marketing		-			-			-			-			846
Advertising & Promotions		34,886			923			108,344			4,816			188,838
Bank charges and interest expense		1,032			1,287			4,256			5,534			70,490
Consulting		1,087,592			46,282			1,278,397			148,189			3,061,256
Mineral exploration costs		-			-			-			13,380			520,869
Fees and dues		15,045			5,076			30,713			18,344			182,340
Insurance		3,103			4,117			11,889			12,349			92,311
Investor relations		30,055			-			56,684			-			180,498
Legal and professional		35,679			1,094			45,451			2,280			268,938
Office and miscellaneous		7,588			(314	)		19,789			1,611			78,773
Rent		25,624			3,465			28,128			11,318			124,050
Telephone		555			584			784			2,659			21,148
Training & Conferences		23,104			-			32,482			-			47,968
Travel		22,050			5,065			33,358			7,079			151,760
Total expenses		1,298,883			79,886			1,685,519			276,182			5,412,491
(Loss) for the period before other items		(1,298,883	)		(79,886	)		(1,685,519	)		(276,182	)		(5,787,202	)
Other income (expense)
Other income		300,000			-			300,000			-			309,433
Impairment of long term investments (Note 5)		-						(76,595	)		-			(330,434	)
Others		-						-			-			22,775
Equity interest pick up		(123,799	)		-			(132,781	)		(850	)		(150,525	)
Gain on owned securities		150,000			-			150,000			(3,750	)		(133,083	)
Gain on disposition of oil and gas interests		-						-			-			522,976
Revaluation of warrants liability		-			-			-			9,789			896,019
Write down of oil and gas properties (Note 6)		-			(140,980	)		-			(140,980	)		(2,919,511	)
Net loss and comrehensive loss for the period	$	(972,682	)	$	(220,866	)	$	(1,444,895	)	$	(411,973	)	$	(7,569,553	)
Basic and diluted income (loss) per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.01	)
Weighted average number of common shares outstanding - basic and diluted		86,529,895			30,314,415			57,551,337			29,756,976

The accompanying notes are an integral part of these consolidated financial statements

F-3

ENERTOPIA CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)

								CUMULATIVE
								PERIOD FROM
								INCEPTION
								November 24,
								2004
		Nine Months Ended						TO
		May 31,			May 31,			May 31,
		2014			2013			2014
Cash flows used in operating activities
Net Income (loss)	$	(1,444,895	)	$	(411,973	)	$	(7,569,553	)
Changes to reconcile net loss to net cash used in operating activities
Consulting - Stock based compensation		941,154			-			1,598,404
Depletion		-			-			298,489
Write down in carrying value of oil and gas
properties		-			-			293,436
Stock issued for mineral resource and oil and gas
property		-			-			37,500
Write down of oil and gas properties		-			140,980			2,919,511
Gain on disposition of oil and gas properties		-			-			(522,976	)
Fair value of warrants liabilities		-			(9,789	)		(896,019	)
Gain on owned securities		(150,000	)		3,750			133,083
Equity pick-up		132,781			850			150,525
Impairment of long term investments (Note 5)		76,595			-			330,434
Imputed interest		-			-			17,396
Accrued loan interest		-			-			17,928
Other non-cash activities		58,230			-			88,383
Change in non-cash working capital items:								-
Accounts receivable		(23,137	)		48,840			(25,657	)
Prepaid expenses and deposit		(251,670	)		(4,104	)		(234,299	)
Deferred charges		-			-			-
Accounts payable and accrued liabilities		(111,928	)		109,930			224,761
Due to related parties		(50,700	)		51,000			103,573
Net cash (used in) operating activities		(823,570	)		(70,516	)		(3,035,079	)
Cash flows from (used in) investing activities
Proceeds from sale of marketable securities		-			-			56,241
Oil and gas properties acquisition and divestment		-			-			(345,180	)

Proceeds from sale of oil and gas interests		-			-			521,545
Mineral resource properties acquisition		-			(40,000	)		(231,843	)
Investment in GSWPS		-			-			(103,500	)
Investment in Pro Eco		10,004			-			(34,996	)
Investment in Medical Marijuana Operations		(975,000	)					(975,000	)
Cash provided in connection with business acquisition		-			-			201,028
Net cash from (used in) investing activities		(964,996	)		(40,000	)		(911,705	)
Cash flows from financing activities
Promissory notes - related party		(47,380	)		-			2,665
Net Proceeds from Options exercised		130,000						130,000
Net Proceeds from Warrants exercised		913,096			-			913,096
Net proceeds from subscriptions received		2,007,408			100,400			4,116,922
Net cash from financing activities		3,003,124			100,400			5,162,683
Increase (Decrease) in cash and cash equivalents		1,214,558			(10,116	)		1,215,899
Cash and cash equivalents, beginning of period		1,341			13,692			-
Cash and cash equivalents, end of period	$	1,215,899		$	3,576		$	1,215,899
Supplemental information of cash flows
Interest paid in cash	$	-		$	-		$	-
Income taxes paid in cash	$	-		$	-		$	-

The accompanying notes are an integral part of these consolidated financial statements

F-4

ENERTOPIA CORP.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2014

(Expressed in U.S. Dollars)

1. ORGANIZATION

The unaudited interim consolidated financial statements for the period ended May 31, 2014 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited interim consolidated financial statements should be read in conjunction with the August 31, 2013 audited annual consolidated financial statements and notes thereto.

The Company was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. The Company was an independent natural gas and oil company engaged in the exploration, development and acquisition of natural gas and oil properties in the United States and Canada. In the fiscal year 2010, the Company shifted its strategic plan from its non-renewal energy operations to its planned renewal energy operations and natural resource acquisition and development. In late summer of 2013, the Company added another business sector in its entrance to medical marijuana and is considered a development stage company. The Company has offices in Vancouver and Kelowna, B.C., Canada.

Effective September 25, 2009, we effected one (1) for two (2) share consolidation of our authorized and issued and outstanding common stock.

On February 8, 2010, the Company changed its name from Golden Aria Corp. to Enertopia Corp.

On February 22, 2010, the Company increased its authorized share capital to 200,000,000 common shares.

2. GOING CONCERN UNCERTAINTY

The accompanying unaudited interim consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business for the foreseeable future. The Company incurred a net loss of $1,444,895for the nine months ended May 31, 2014 [net loss of $411,973 for the nine months ended May 31, 2013] and as at May 31, 2014 has incurred cumulative losses of 7,569,553 that raises substantial doubt about its ability to continue as a going concern. Management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that the Company will be able to continue to finance the Company on this basis.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company’s shareholders, and ultimately to obtain successful operations. There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing. These unaudited interim consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited interim consolidated financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

a)	Basis of Consolidation
	The unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Target Energy, Inc., which has been dissolved effective November 4, 2013 with no significant accounting impact, equity interest of Pro Eco Energy Inc., which has been sold on December 2, 2013 with a gain of approximately $7,000, Global Solar Water Power Systems Inc. has been written down to $1, 31% interest in Joint Venture with World of Maihuana Productions Ltd. (“WOM”) and 49% interest in Joint Venture with Green Canvas Ltd. ("GCL), 51% interest in a Joint Venture with Lexaria on a location in Ontario. All significant inter-company balances and transactions have been eliminated.
b)	New Accounting Pronouncements
	In March 2013, the Financial Accounting Standards Board ( “FASB ” ) issued Accounting Standards Update ("ASU") 2013-05, "Foreign Currency Matters (Topic 830); Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This guidance applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. ASU No. 2013-05 is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We will adopt this guidance beginning with our fiscal quarter starting from March 1, 2014. We are currently reviewing the provisions of ASU No. 2013-05 on our consolidated financial statements.
	In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This new guidance provides specific financial statement presentation requirements of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit in those circumstances should be presented as a reduction to the deferred tax asset. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

4. OWNED SECURITIES

As at May 31, 2014 owned securities consist of 375,000 common shares of Cheetah Oil & Gas Ltd. obtained through the disposal of the Company’s oil and gas properties in Mississippi in 2010. The Company classified the securities owned as held-for-trade and recorded at fair value.

The fair value of the common shares of Cheetah Oil & Gas Ltd. was $0.01 per share as at May 31, 2014 ( August 31, 2013 - $0.01) .

As at May 31, 2014 owned securities consist of 1,500,000 common shares of Lexaria Corp. obtained through two separate Definitive Agreements as per Note 8.

The fair value of the common shares of Lexaria Corp. was $0.30 per share as at May 31, 2014.

5. ASSETS HELD FOR SALE

Assets held for sale as May 31, 2014 and August 31, 2013 were comprised of the following:

		May 31, 2014		August 31, 2013
	$		$
Investments in Pro-Eco Energy		-		32,197
		-		32,197

Pro Eco Energy USA Ltd.

On April 21, 2008, the Company purchased 900,000 shares for $45,000 in Pro Eco Energy USA Ltd. (“Pro Eco Energy”) which represented 8.25% ownership. The former Chairman of the Company is a Director in Pro Eco Energy which had established the existence of significant influence in Pro Eco Energy and accordingly the equity method of accounting was adopted for the investment.

On December 2, 2013, the Company sold its investment in Pro Eco Energy Ltd. from its original purchase price of $45,000 which gave the Company 900,000 shares or 8.25% interest in the Pro Eco on April 21, 2008 to Western Standard Energy Corp. (the “ Purchase”) for $40,000. The terms of the purchase are as follows: a) $10,000 on the Closing date which is December 02, 2013; b) $10,000 on or before December 31, 2013; c) $10,000 on or before January 31, 2014; d) $10,000 on or before February 28, 2014. As at May 31, 2014, $30,000 was included in receivable. The Company is confident to collect this amount once the Purchaser completes it ongoing financing.

6. LONG TERM INVESTMENTS

Global Solar Water Power Systems Inc.

On February 28, 2010, the Company entered into an Asset and Share Purchase Agreement with the Company’s former chief technical officer - Mr. Mark Snyder to acquire up to 20% ownership interest of GSWPS. As at August 31, 2012, the Company had 9.82% (August 31, 2011 – 8.14%) investment in Global Solar Water Power Systems Inc. (“GSWPS”). This was made by a cash/accrued contribution of $145,500 and an issuance of 500,000 shares of the Company at $0.25 per share for a combined value of $270,500. The investment in 2012 had been written down to $68,500.

On March 1, 2013, the Company transferred 1.68% of interest back to GSWPS for settlement the accrued payments of $42,000 with Mr. Mark Snyder. As result, the Company’s interest in GSWPS reduced from 9.82% to 8.14% .The difference between the fair value of the 1.68% GSWPS interest and $42,000 was recorded under additional paid-in capital.

During the August 31, 2013 fiscal year end, based on the management’s assessment of GSWPS’s current operations, the Company decided to write down long-term investment in GSWPS to $1.

7. MINERAL PROPERTY AND OIL AND GAS PROPERTIES

On January 31, 2011, the Company entered into a letter of intent and paid $7,500 deposit to Wildhorse Copper Inc. and its wholly owned subsidiary Wildhorse Copper (AZ) Inc. (collectively, the “Optionors”). On April 11, 2011, the Company signed a Mineral Purchase Option Agreement (“Option Agreement”) with the Optionors respecting an option to earn a 100% interest, subject to a 1% NSR capped to a maximum of $2,000,000 in a property known as the Copper Hills property. The Copper Hills property is comprised of 56 located mining claims covering a total of 1,150 acres located in New Mexico, USA. The Optionors hold the Copper Hills property directly and indirectly through property purchase agreements between the Optionors and third parties (collectively, the “Indirect Agreements”). Pursuant to the Option Agreement the Optionors have assigned the Indirect Agreements to the Company. In order to earn the interest in the Copper Hills property, the Company is required to make aggregate cash payments of $591,650 over an eight year period and issue an aggregate of 1,000,000 shares of its common stock over a three year period. As at May 31, 2013, the Company has issued 500,000 shares at price of $0.15 per share and 150,000 shares at price of $0.10 per share to the Optionors and made aggregate cash payment of $106,863 (August 31, 2012-$106,863); the Company has expensed exploration costs of $143,680 (August 31, 2012-$143,680). On June 26, 2013, the Company announced the termination of its Option Agreement and write off all the capitalized costs.

On July 19, 2011, the Company entered into a letter of intent and paid US$15,000 deposit to Altar Resources. Subsequent to August 31, 2011, on October 11, 2011, the Company signed a Mineral Purchase Option Agreement with Altar Resources with respect to an option to earn 100% interest, subject to a 2.5% NSR in a property known as Mildred Peak. The mining claims are in Arizona covering approximately 7,148 acres from Altar Resources which holds the mining claims directly and indirectly through federal mining claims and state mineral exploration leases; or, represented that it would hold such claims in good standing at the time of closing a definitive agreement. The Company is required to make aggregate cash payments of $881,000 over a five year period and issue an aggregate of 1,000,000 shares of its common stock over a four year period. As at February 28, 2013, the Company had made aggregate cash payments of $124,980 (August 31, 2012-$84,980) and issued 100,000 shares at price of $0.10 per share and 100,000 common shares at $0.06 per share to Altar Resources; along with expensed incurred exploration costs of $13,380. On May 30, 2013, the Company terminated the Option Agreement and has written off $140,980 of capitalized costs.

On September 17, 2013 the Company entered into an AMI Participation Agreement with Downhole Energy LLC to participate in 100% gross interest and 75% net revenue interest for drilling, completion and production of up to 100 oil wells on certain oil and gas leases covering 2,924 in the historic field located in Forest and Venango counties, Pennsylvania. In order to earn the interest in this property, the Company is required to make the following payments:

• Issuing to the Vendor 100,000 common shares in the capital stock of the Company as soon as practicable following the execution of this Agreement (issued at $0.04 per share),

• Drilling up to10 wells in year one and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the first anniversary of this Agreement,

• Drilling up to 20 wells in year two and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the second anniversary of this Agreement,

• Drilling up to 30 wells in year three and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the third anniversary of this Agreement, and

• Drilling up to 40 wells in year four and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the fourth anniversary of this Agreement.

On execution of this agreement the company issued 100,000 of its common shares at $0.04 per share to Downhole Energy LLC.

8. MEDICAL MARIJUANA INVESTMENT

(a) The Company has entered into a Joint Venture Agreement (the “ WOM Agreement”) on January 16, 2014 with World of Marihuana Productions Ltd. (“WOM”) where the Company can acquire up to 51% of the Joint Venture business ownership interest. WOM is expected to acquire a licence issued by Health Canada (the "Licence") to allow for WOM to operate a business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marijuana (the “WOM Business”) which shall be located at 33420 Cardinal Street, Mission, British Columbia (the "Premises"). Both parties entered into a non-binding Letter Of Intent dated for reference the 1^st day of November, 2013 (the "LOI") which shall be superseded by the WOM Agreement. Both parties entered into the WOM Agreement which set out the terms and conditions in which the Company may acquire up to a 51% ownership interest in the Joint Venture WOM Business. The Effective Date" means the first business day following the day on which WOM has received the final and duly issued Licence from Health Canada and has notified Enertopia of such receipt. The execution date (the “Execution Date”) is upon signing of this WOM Agreement.

The following are the terms of the WOM Agreement:

Enertopia shall purchase its Interest in the Business as set out below, provided that all cash payments are payable directly to WOM by way of wire transfer:

i)	10,000,000 shares of the restricted common stock of Enertopia (the "Shares") to 0984329 B.C. Ltd ("098") at the direction of WOM at the time of execution of the LOI (the "LOI Shares") (Completed);
ii)	Issuance of 5,000,000 Shares to 098 and payment of $100,000 to WOM upon signing of this WOM Agreement the Execution Date which Shares will be held in escrow (the "Escrow Shares") by Enertopia's solicitors until such time as the Effective Date has occurred. Upon occurrence of the Effective Date, the Escrow Shares will be released from escrow; (Completed)
iii)	Payment to WOM of $75,000 by January 31, 2014 in exchange for which Enertopia will be granted a 30% Interest in the WOM Business;(Completed)
iv)	Issue 1,000,000 Shares to 098 and pay $200,000 to WOM on or before the date that is six months from the Execution Date in exchange for which Enertopia shall be granted a further 1% Interest in the WOM Business; (Completed)

v) Issue 1,000,000 Shares to 098 and pay $200,000 to WOM on or before the one year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 2% Interest in the WOM Business;

vi)	Issue 1,000,000 Shares to 098 and $200,000 to WOM on or before the second year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 6% Interest in the WOM Business;
vii)	Issue 1,000,000 Shares to 098 and $300,000 to WOM on or before the third year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 6% Interest in the WOM Business;
viii)	Issue 1,000,000 Shares to 098 and $300,000 to WOM on or before the fourth year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 6% interest in the WOM Business for a total of 51% Interest to be held by Enertopia at such time;

ix)	Following the Effective Date and subject to any required stock exchange approvals, Enertopia shall appoint Mathew Chadwick, the current sole director of WOM (the "Appointee"), to the board of directors of Enertopia. The Appointee will hold office until the next annual meeting of the shareholders of Enertopia unless his office is earlier vacated in accordance with applicable corporate law. Enertopia shall include the Appointee as one of the management nominees put forth by Enertopia at each shareholder meeting at which the election of directors is an item of business, provided however, that the Appointee shall only be entitled to serve as a director of Enertopia as long as this Agreement is in good standing, full force and effect;
x)	WOM shall not, at any time following the Effective Date and during the course this Agreement remains in effect, issue, split, reverse split, hypothecate or otherwise transact any of its share capital, under any circumstance, without the prior written consent of Enertopia; and
xi)	WOM shall use the first $375,000 paid by Enertopia pursuant to the term of the WOM Agreement hereof to upgrade the Business as may be required pursuant to Health Canada stipulations or as my otherwise required to advance the Business.

(b)

On February 7, 2014, the Company has entered into a binding Letter of Intent ("LOI") shall set forth the basic terms of the recent discussions between Enertopia Corporation ("Enertopia") and Wisplite Technologies Incorporated ("WTI") and Wisplite Technologies Group Incorporated (“WTGI”) and CEX Holdings Limited (“CEX”) (collectively, the "Parties") with regard to the acquisition (the "Acquisition") by Enertopia of all of the issued and outstanding shares of WTI.Acquisition Structure. In accordance with the terms of a formal and definitive agreement to be entered into between Enertopia and the current shareholders of WTI (the "Shareholders) (the "Definitive Agreement"), Enertopia shall be entitled to acquire all of the issued and outstanding shares of WTI from the Shareholders. WTGI and CEX are the majority shareholders of WTI. WTI owns certain proprietary technologies, inventions, products, processes, formulae, designs, data, information and materials related to portable vaporizing devices. Upon the execution of this LOI, Enertopia paid WTI the sum of $85,000 which is for the payment of patent payments and associated costs. As at February 28, 2014, the LOI has been terminated and the CAD$85,000 has been expensed.

(c)

On February 28, 2014, the Company has entered into a Joint Venture Agreement (" the GCL Agreement") with The Green Canvas Ltd. ("GCL") (collectively, the "Parties") with regard to the acquisition (the "Acquisition") by Enertopia of up a 75% interest in the business of GCL (the "GCL Business"), being the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes.

The Company shall be entitled to acquire up to 75% ownership interest in the GCL Business (an "Ownership Interest") as follows:

a)	Payment of $100,000 at the time of execution of the LOI (Completed);
b)	Either concurrently with or immediately following the Execution Date, Enertopia shall complete the following in return for which Enertopia will be granted and vested with a 49% Ownership Interest in the Business:
(i)	issue to GCL an aggregate of 10,000,000 common shares of Enertopia ("Shares"); and (Completed)
(ii)	pay to GCL the aggregate sum of $500,000, the full amount of which, less the sum of $113,400 payable to Wolverton Securities as a finder's fee, shall be used by GCL to upgrade the GCL Business as may be necessary pursuant to MMPR requirements or as may otherwise be required to advance the GCL Business.(Completed)
c)	An aggregate of 6,400,000 of the Shares issued pursuant to the term of CGL Agreement shall be held in escrow (the "Escrow Shares") by the Company’s solicitors until the Effective Date. Upon occurrence of the Effective Date, Enertopia will cause its solicitors to release the Escrow Shares from escrow. (Completed)
d)	On or before the first anniversary of the Execution Date, Enertopia shall pay the sum of $250,000 to GCL and issue 3,000,000 Shares to GCL, in return for which Enertopia will be granted and vested with an additional 2% Ownership Interest for a total Ownership Interest of 51% at such time.
e)	On or before the second anniversary of the Execution Date, pay the sum of $150,000 to GCL and issue 3,000,000 Shares to GCL, in return for which Enertopia will be granted and vested with an additional 9% Ownership Interest for a total Ownership Interest of 60% at such time.
f)	Upon earning a 60% Ownership Interest on or before the second anniversary of the Execution Date in accordance with Sections (d) and (e), Enertopia shall have the option to acquire an additional 15% Ownership Interest through the issuance of an additional 3,000,000 Shares to GCL on or before the third anniversary of the Execution Date.
g)	In the event the Effective Date does not occur within twelve (12) months from the Execution Date:
(i)	GCL shall return all Shares issued to it by Enertopia pursuant to this Agreement other than 3,600,000 Shares of the 10,000,000 Shares issued pursuant to the term of GCL Agreement (comprised of 1,800,000 Shares issued to Wolverton Securities and 1,800,000 Shares issued to GCL) which GCL shall be entitled to retain;
(ii)	The Management Agreements (as hereinafter defined) shall terminate immediately and Enertopia shall have no further obligation with respect to the Management Compensation (as hereinafter defined); and
(iii)	This Agreement shall terminate and Enertopia will be released from all obligations under this GCL Agreement and GCL will also be so released provided that it has fulfilled its obligation pursuant to the term of CGL Agreement

The terms of the GCL Agreement also require Enertopia to fund, for a period of three years subject to early termination of the Agreement, any shortfall in the payment of management fees to certain Green Canvas consultants in the amount of $15,000 per month, which fees are to be paid out of the gross profits of the joint venture.

(d)

On March 5, 2014, the Company and Mr. Robert McAllister has entered into a three year Joint Venture Agreement ("JV") with Lexaria Corp. collectively, the "Parties"). Whereas the Company and Robert McAllister will source opportunities in the Business, and the terms and conditions on which the Parties will form a joint venture to jointly participate in, or offer specific opportunities within the Business (the "Joint Venture"), and Robert McAllister will join the Lexaria Corp. advisory board for the term of this Agreement. Lexaria Corp. issued the Company 1,000,000 shares and Robert McAllister 500,000 shares on signing of the Agreement. Lexaria agrees to additionally pay Enertopia a finder’s commission, received at the sole election of Enertopia in either cash or in common restricted shares of Lexaria, within a range of 2% - 5% of the value (less of taxes) of any future Business acquisition, joint venture or transaction that Lexaria accepts and closes for the life of this Agreement. Lexaria as its initial Contribution, hereby pays to McAllister 500,000 common restricted shares as compensation for entering the Joint Venture and for McAllister to initiate and during the term of the Agreement continue to provide to Lexaria opportunities for Lexaria to build its Business. Lexaria agrees to additionally award McAllister 500,000 stock options to buy common shares of Lexaria, with terms to be specified and ratified by shareholder and regulatory approvals, as compensation for joining and serving as Chairperson of Lexaria’s marihuana Business advisory board for the term of this Agreement.

(e)

On May 28, 2014, Enertopia and Lexaria signed a Definitive Agreement. Enertopia and Lexaria each wish to develop a business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, marijuana (the "Business") located in Ontario (the "Property"), and on or about April 10, 2014, the Parties entered a Letter of Intent that set forth the basic terms of a proposed joint venture agreement between Enertopia and Lexaria for those purposes. Whereby, Lexaria issued 500,000 common shares to Enertopia. Enertopia wishes to acquire a license from Health Canada a license to designate Enertopia as a Licensed Producer pursuant to Canada's Marijuana for Medical Purposes Regulations (the "License"). The Parties are entering into this Agreement to set out the terms and conditions by which Enertopia does own a 51% interest in the Business and Lexaria does own a 49% interest in the Business; and the terms and conditions on which the Parties will form and operate the joint venture to jointly participate in the Business (the "Joint Venture").

The Parties contribute the following as their initial contributions to the Business:

Enertopia, as its initial contribution, hereby contributes $45,000 to the Joint Venture bank account. Lexaria, as its initial contribution, hereby contributes $55,000 to the Joint Venture bank account.

The Parties shall have the following Ownership Interests under this Agreement and of the Business:

Enertopia - 51%
Lexaria - 49%

The Parties shall bear the costs arising under this Agreement and the operation of the Business as to the following, as further described in this Agreement (the “Cost Interests”):

Enertopia - 45%
Lexaria - 55%

The Parties shall have the following insured liability for all things that are not operating costs arising under this Agreement and the operation of the Business as to the following:

Enertopia - 51%

Lexaria - 49%

The Parties shall receive all revenues and profits derived from the operation of the Business as to the following, as further described in this Agreement (the “Revenue Interests”):

Enertopia - 51%
Lexaria - 49%

Enertopia shall act as the manager of the Operations (the "Manager") for so long as its Ownership Interest is 51% or more. Enertopia may designate a specified individual as Manager if the Parties unanimously consent to such appointment. If any party, including Lexaria, gains a 51% Ownership Interest in the Business, then Enertopia shall have the obligation, if requested by the 51% Ownership Interest party, to surrender the Manager position.

9. SHORT TERM LOAN

On February 9, 2012, the Company signed a Loan Agreement with Robert McAllister, president and director of the Company, to borrow $50,045 (CAD$50,000). The unsecured loan was due on May 9, 2012 at an interest rate of 10% per annum. Upon short term loan due, the loan term has been changed to a month to month.

On February 20, 2014, the Company paid back the loan in full to Robert McAllister.

10. RELATED PARTIES TRANSACTION

For the nine months ended May 31, 2014, the Company was party to the following related party transactions:

• Paid/accrued $49,500 (May 31, 2013: $45,000) to the President of the Company in consulting fees.

• Paid/accrued $55,500CAD (May 31, 2013: $49,500CAD) in consulting fees to a company controlled by the CFO of the Company.

• Paid $75,000CAD (May 31, 2013: $Nil) in consulting fees to the Senior Business Development

• As at May 31, 1014, $72,910 was payable to the officers/directors and the companies controlled by the officers/directors of the Company.

• Director of Enertopia fell under the short swing rule and paid the Company $7,058.

• See Note 8 and 9.

The related party transactions are recorded at the exchange amount established and agreed to between the related parties.

11. COMMON STOCK

On September 17, 2013 the Company entered into an AMI Participation Agreement with Downhole Energy LLC to participate in 100% gross interest and 75% net revenue interest for drilling, completion and production of up to 100 oil wells on certain oil and gas leases covering 2,924 in the historic field located in Forest and Venango counties, Pennsylvania. On execution of this agreement the company issued 100,000 of its common shares at a price of $0.04 to Downhole Energy LLC.

On October 4, 2013 the Company entered into a consulting agreement with a six months term with Olibri Acquisitions and issued 750,000 common shares at a price of $0.05 of the Company for services provided in oil and gas consulting.

On November 18, 2013, the Company entered into an investor relations contract with Coal Harbour Communications Inc. In consideration for the services the Company issued 200,000 of restricted common stock at a price of $0.07 of the Company.

On November 15, 2013, the Company issued 10,000,000 shares of the restricted common stock of the Company at a price of $0.04 per share to 0984329 B.C. Ltd at the direction of WOM pursuant to the term of LOI signed with WOM.

On November 26, 2013, the Company closed the first tranche of a private placement of 2,720,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$136,000 ($136,000). Each warrant will be exercisable into one further share at a price of $0.10 per warrant share for a period of thirty six month following the close.

On December 23, 2013, the Company closed its final tranche of a private placement of 2,528,000 units at a price of CAD$0.05 per unit for gross roceeds of CAD$126,400 ($126,400). Each warrant will be exercisable into one further share at a price of $0.10 per warrant share for a period of thirty six months following the close. The Company also paid a cash finders fee of $10,140 and 202,800 broker warrants to Canaccord Genuity and Wolverton Securities that are exercisable into one common share at a price of $0.10 that expire on December 23, 2016.

On January 16, 2014, the Company issued 5,000,000 common shares of the Company at a price of $0.18 per share to 0984329 BC Ltd, which shares will be held in escrow by the Company’s solicitors until such time which subject to certain condition has occurred per the term of the WOM Agreement.

On January 13, 2014, the Company entered into a corporate development agreement with Don Shaxon. The initial term of this agreement shall begin on the date of execution of this agreement and continue for twelve months. In consideration for the services the Company issued 250,000 common shares of the Company at a price of $0.15 per share to Don Shaxon as a signing stock bonus. As at February 28, 2014, a total of $4,685 has been expensed and $32,812 has been recorded as prepayment.

On January 31, 2014, the Company accepted and received gross proceeds of CAD$40,500 ($37,500), for the exercise of 350,000 stock options; 100,000 at $0.075 each, 150,000 stock options at $0.10 each, and 100,000 stock options at $0.15 each; into 350,000 common shares of the Company.

On January 31, 2014, the Company closed the first tranche of a private placement of 4,292,000 units at a price of $0.10 per unit for gross proceeds of $429,200. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. A cash finders’ fee for $29,616 and 296,160 full broker warrants that expire on January 31, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Leede Financial and Wolverton Securities.

On February 13, 2014, the Company closed the final tranche of a private placement by issuing 12,938,000 units at a price of $0.10 per unit for gross proceeds of $1,293,800. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. One Director and One Officer of the Company participated in the final tranche for $30,000. A cash finders’ fee for $98,784; 8,000 common shares in lieu of $800 finders’ fee and 995,840 full broker warrants that expire on February 13, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Global Market Development LLC and Wolverton Securities.

On February 13, 2014, 50,000 stock options were exercised at a price of $0.06 by a Director and 50,000 stock options were exercised at a price of $0.075 by a Consultant for net proceeds to the Company of CAD$7,050 ($6,750) into 100,000 common shares of the Company.

On February 13, 2014, 541,500 warrants from previous private placements were exercised into 541,500 common shares of the Company for net proceeds of $101,100.

On February 27, 2014, 585,000 warrants from previous private placements were exercised into 585,000 common shares of the Company for net proceeds of $115,000.

On February 27, 2014, the Company signed a $50,000 12 month marketing agreement with Agoracom payable in common shares of the Company. The first quarter payment of $12,500 has been paid by issuing 54,347 common shares of the Company at a market price of $0.23 per share.

On February 28, 2014, the Company issued to GCL an aggregate of 10,000,000 common shares at a price of $0.235 of the Company. Of such shares issued, 6,400,000 of the shares issued pursuant shall be held in escrow (the "Escrow Shares") by the Company’s solicitors until such time which subject to certain condition has occurred per the term of the GCL Agreement.

On March 11, 2014, Robert Chadwick joined the Company as an advisor and was paid a $1,000 honorarium. Robert Chadwick was issued a one-time 100,000 common shares of the Company.

On March 11, 2014, as per the terms of the Joint Venture Agreement dated January 16, 2014 with World of Marihuana Productions Ltd., the Company made a payment of $200,000 and issued 1,000,000 at a price of $0.68 per share to 0984329 B.C. LTD, the Company now owns 31% in the Joint Venture business interest with World of Marihuana Productions Ltd.

On March 14, 2014, 815,310 warrants from previous private placements were exercised into 815,310 common shares of the Company for net proceeds of $163,062.

On March 14, 2014, the Company accepted and received gross proceeds from a director of the Company of CAD$8,250 (US$7,500), for the exercise of 50,000 stock options at an exercise price of $0.15, into 50,000 common shares of the Company.

On March 17, 2014, 1,548,000 warrants from previous private placements were exercised into 1,548,000 common shares of the Company for net proceeds of $289,475.

On March 25, 2014, Enertopia Corp (the “Company”) accepted and received gross proceeds of $67,750, for the exercise of 325,000 stock options at $0.06 to $0.25 each, into 325,000 common shares of the Company.

On March 25, 2014, 1,095,000 warrants from previous private placements were exercised into 1,095,000 common shares of the Company for net proceeds of $114,250.

On March 26, 2014, the Company’s Board has appointed Dr. Robert Melamede as an Advisor to the Board of Directors’ and has been paid an honorarium of $2,500 for the first year of his participation on our Advisory Board and issued 250,000 shares of common stock of the Company.

On April 3, 2014, 1,293,500 warrants from previous private placements were exercised into 1,293,500 common shares of the Company for net proceeds of $177,950.

On April 3, 2014, the Company accepted and received gross proceeds from past consultant of the Company of $1,500 for the exercise of 25,000 stock options at an exercise price of $0.06, into 25,000 common shares of the Company.

On April 10, 2014 a letter of intent, was executed on behalf of a corporation to be incorporated by Lexaria Corp. and Enertopia Corporation(Lessee) and Mr. Jeff Paikin of Ontario Inc. (Lessor) sets out the Lessee’s and Lessor’s shared intent to enter into a lease agreement (the “Lease”) for warehouse space (the “Leased Premises”) in the building located in Ontario (the “Building”). The Company issued the 38,297 common shares at a deemed price of $0.47 per the terms of the Letter of Intent to lease space in Ontario. The LOI has been extended for another 30 days.

On April 17, 2014, the Company accepted and received gross proceeds from a director of CAD$8,475 (US$7,500), for the exercise of 50,000 stock options at $0.15 into 50,000 common shares of the Company.

On April 17, 2014, 651,045 warrants from previous private placements were exercised into 651,045 common shares of the Company for net proceeds of $110,209.

On April 14, 2014, the Company appointed Mr. Jeff Paikin to its Advisory Board for a period of not less than one year, but to be determined by certain performance thresholds described in the letter. Upon signing of the letter of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the letter, Mr. Paikin can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Paikin can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Clark Kent as Media Coordinator for a monthly fee of CAD$2,250 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Kent can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Kent can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Don Shaxon as Ontario Operations Manager for a monthly fee of CAD$3,375 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Shaxon can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Shaxon can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with 490072 Ontario Ltd. operating as HEC Group, wholly owned company by Greg Boone as Human Resources Manager. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Boone or his company can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Boone can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Jason Springett as Master Grower for Ontario Operations for a monthly fee of $3,375 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Springett can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Springett can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with 2342878 Ontario Inc. wholly owned company by Chris Hornung as Assistant Operations Manager. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Hornung or his company can be eligible to receive up to a total of 472,500 common shares of the Company. On April 30, 2014, 200,000 warrants from previous private placements were exercised into 200,000 common shares of the Company for net proceeds of $40,000.

On May 3, 2014 the Company entered into a one year consulting contract with Bmullan and Associates wholly owned company by Brian Mullan as Security Consultant. Upon signing of the contract of acceptance the Company issued 45,000 common shares at a deemed price of $0.28. Based on the milestones listed in the contract, Mr. Mullan or his company can be eligible to receive up to a total of 225,000 common shares of the Company.

On May 29, 2014, the Company accepted and received gross proceeds of $20,000 for the exercise of 200,000 warrants at $0.10 each into 200,000 common shares of the Company.

As at May 31, 2014, the Company had 88,957,414 shares issued and outstanding.

12. STOCK OPTIONS AND WARRANTS

Stock Options

On April 14, 2011, the shareholders approved and adopted at the Annual General Meeting to consolidate the Company’s 2007 Equity compensation plan and the Company’s 2010 Equity Compensation Plan into a new Company 2011 Stock Option Plan. The purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of the Corporation and its affiliates; encouraging eligible persons to remain with the Corporation or its affiliates; and attracting new Directors, Officers, Employees and Consultants.

On November 5, 2013 the Company granted 675,000 stock options to directors, officers, and consultant of the Company with an exercise price of $0.06 vested immediately, expiring November 5, 2018.

On November 18, 2013, the Company granted 25,000 stock options to consultant of the Company with an exercise price of $0.09 vested immediately, expiring November 18, 2018.

On January 1, 2014, the Company granted 200,000 stock options to consultant of the Company with an exercise price of $0.075 with 100,000 stock options vesting immediately, 50,000 stock options vested 30 days after the grant and 50,000 stock options vested 60 days after the grant, expiring January 1, 2019.

On January 13, 2014, the Company granted 250,000 stock options to consultant of the Company. with respect to the Corporate Development Agreement dated January 13, 2014. The exercise price of the stock options is $0.16, 250,000 stock options vested immediately, expiring January 13, 2019.

On February 5, 2014, Ryan Foster has joined the Company as an advisor the Company has granted 50,000 stock options to Ryan Foster with an exercise price of $0.35, 25,000 stock options vested immediately, 25,000 stock options vested on July 1, 2014, expiring February 5, 2019.

On March 11, 2014, the Company granted 100,000 stock options to Robert Chadwick with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019. The Company also granted 100,000 options to Clayton Newbury with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019.

On March 14, 2014, the Company accepted and received gross proceeds from a director of the Company of CAD$8,250 (US$7,500), for the exercise of 50,000 stock options at an exercise price of $0.15, into 50,000 common shares of the Company.

On March 25, 2014, Enertopia Corp (the “Company”) accepted and received gross proceeds of $67,750, for the exercise of 325,000 stock options at $0.06 to $0.25 each, into 325,000 common shares of the Company.

On March 26, 2014, the Company’s Board has appointed Dr. Robert Melamede as an Advisor to the Board of Directors’ the Company has granted 500,000 stock options with an exercise price of $0.70, 250,000 stock options vest immediately and the remaining 250,000 stock options vest September 26, 2014, expiring March 26, 2019.

On April 1, 2014, the Company granted 100,000 stock options vesting immediately, with an exercise price of $0.86, expiring April 1, 2019.

On April 1, 2014, the Company granted 100,000 stock options vesting immediately with an exercise price of $0.86, expiring April 1, 2019.

On April 3, 2014, the Company entered into another 3 month Social Media/Web Marketing Agreement with Stuart Gray. The Company issued 100,000 stock options. The exercise price of the stock options is $0.72, 100,000 stock options vested immediately, expiring April 3, 2019.

On April 3, 2014, the Company accepted and received gross proceeds from past consultant of the Company of $1,500 for the exercise of 25,000 stock options at an exercise price of $0.06, into 25,000 common shares of the Company.

On April 8, 2014, the Company granted 50,000 stock options to a consultant of the Company, Taven White. The exercise price of the stock options is $0.50, 50,000 stock options vested immediately, expiring April 8, 2019.

On April 17, 2014, the Company accepted and received gross proceeds from a director of CAD$8,475 (US$7,500), for the exercise of 50,000 stock options at $0.15 into 50,000 common shares of the Company.

For the nine months ended May 31, 2014, the Company recorded $673,886 (May 31, 2013 – $Nil) stock based compensation expenses which has been included in consulting fees.

A summary of the changes in stock options for the nine months ended May 31, 2014 is presented below:

				Options Outstanding
				Weighted Average
	Number of Shares			Exercise Price
Balance, August 31, 2013	2,455,000		$	0.15
Expired	(150,000	)		0.18
Exercised	(900,000	)		0.10
Granted	2,250,000			0.70
Balance, May 31, 2014	3,655,000		$	0.13

The fair value of options granted has been estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:

		May 31 2014		August 31, 2013
Expected volatility		204%-226%		134.43%-142.22%
Risk-free interest rate		1.33%-1.79%		1.32%-1.46%
Expected life		5.00 years		5.00 years
Dividend yield		0.00%		0.00%
Estimated fair value per option	$	0.05-$0.86	$	0.06

The Company has the following options outstanding and exercisable.

May 31, 2014	Options outstanding				Options exercisable
	Number	Remaining		Exercise	Number		Exercise
Exercise prices	of shares	contractual		Price	of shares		Price
		life			exercisable
$0.50	50,000	4.85 years	$	0.50	50,000	$	0.50
$0.72	100,000	4.84 years	$	0.72	100,000	$	0.72
$0.86	200,000	4.84 years	$	0.86	200,000	$	0.86
$0.70	500,000	4.82 years	$	0.70	250,000	$	0.70
$0.68	200,000	4.78 years	$	0.68	100,000	$	0.68
$0.35	50,000	4.69 years	$	0.35	25,000	$	0.35
$0.16	250,000	4.62 years	$	0.16	250,000	$	0.16
$0.075	50,000	4.59 years	$	0.075	50,000	$	0.075
$0.06	550,000	4.43 years	$	0.06	550,000	$	0.06
$0.10	300,000	0.39 years	$	0.10	300,000	$	0.10
$0.10	400,000	0.58 years	$	0.10	400,000	$	0.10
$0.15	555,000	1.71 years	$	0.15	555,000	$	0.15
$0.15	150,000	1.77 years	$	0.15	150,000	$	0.15
$0.15	150,000	2.80 years	$	0.15	150,000	$	0.15
$0.20	100,000	1.44 years	$	0.20	100,000	$	0.20
$0.25	50,000	2.00 years	$	0.25	50,000	$	0.25
	3,655,000	3.19 years	$	0.30	2,280,000	$	0.30

August 31, 2013	Options outstanding				Options exercisable
	Number	Remaining		Exercise	Number		Exercise
Exercise prices	of shares	contractual		Price	of shares		Price
		life			exercisable
$0.10	400,000	1.14 years	$	0.10	400,000	$	0.10
$0.10	450,000	1.33 years	$	0.10	450,000	$	0.10
$0.15	655,000	2.46 years	$	0.15	655,000	$	0.15
$0.15	150,000	2.44 years	$	0.15	150,000	$	0.15
$0.15	250,000	3.55 years	$	0.15	250,000	$	0.15
$0.18	150,000	1.98 years	$	0.18	150,000	$	0.18
$0.20	100,000	1.98 years	$	0.20	150,000	$	0.20
$0.25	300,000	2.76 years	$	0.25	300,000	$	0.25
	2,455,000	2.18 years	$	0.15	2,455,000	$	0.15

Warrants

On November 26, 2013 the Company closed the first tranche of a private placement of 2,720,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$136,000 ($136,000). Each warrant will be exercisable into one further share at a price of $0.10 per warrant share for a period of thirty six months following the close.

On December 23, 2013, the Company closed its final tranche of a private placement of 2,528,000 units at a price of CAD$0.05 per unit for gross roceeds of CAD$126,400 ($126,400). Each warrant will be exercisable into one further share at a price of US$0.10 per warrant share for a period of thirty six months following the close. The Company also paid a cash finders fee of $10,140 and 202,800 broker warrants to Canaccord Genuity and Wolverton Securities that are exercisable into one common share at a price of US$0.10 that expire on December 23, 2016.

On January 31, 2014, Enertopia closed the first tranche of a private placement of 4,292,000 units at a price of US$0.10 per unit for gross proceeds of $429,200. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. A cash finders’ fee for $29,616 and 296,160 full broker warrants that expire on January 31, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Leede Financial and Wolverton Securities.

On February 13, 2014, Enertopia closed the final tranche of a private placement by issuing 12,938,000 units at a price of $0.10 per unit for gross proceeds of $1,293,800. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. One Director and One Officer of the Company participated in the final tranche for $30,000. A cash finders’ fee for $98,784; 8,000 common shares in lieu of $800 finders’ fee and 995,840 full broker warrants that expire on February 13, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Global Market Development LLC and Wolverton Securities.

On February 13, 2014, 541,500 warrants from previous private placements were exercised into 541,500 common shares of the Company for net proceeds of US$101,100. The exercise price was $0.20 for 469,500 warrants and $0.10 for 72,000 warrants.

On February 27, 2014, 585,000 warrants from previous private placements were exercised into 585,000 common shares of the Company for net proceeds of US$115,000. The exercise price was $0.20 for 565,000 warrants and $0.10 for 20,000 warrants.

On March 14, 2014, 815,310 warrants from previous private placements were exercised into 815,310 common shares of the Company for net proceeds of $163,062.

On March 17, 2014, 1,548,000 warrants from previous private placements were exercised into 1,548,000 common shares of the Company for net proceeds of US$289,475.

On March 25, 2014, 1,095,000 warrants from previous private placements were exercised into 1,095,000 common shares of the Company for net proceeds of US$114,250.

On April 3, 2014, 1,293,500 warrants from previous private placements were exercised into 1,293,500 common shares of the Company for net proceeds of US$177,950.

On April 17, 2014, 651,045 warrants from previous private placements were exercised into 651,045 common shares of the Company for net proceeds of US$110,209.

On April 30, 2014, 200,000 warrants from previous private placements were exercised into 200,000 common shares of the Company for net proceeds of US$40,000.

On May 29, 2014, the Company accepted and received gross proceeds of $20,000 for the exercise of 200,000 warrants at $0.10 each into 200,000 common shares of the Company.

A summary of warrants as at May 31, 2014 and August 31, 2013 is as follows:

				Warrant Outstanding
				Weighted Average
	Number of warrant			Exercise Price
Balance, August 31, 2013	5,429,800		$	0.20
Exercised	(6,929,355	)	$	0.20
Granted	15,357,800		$	0.13
Balance, May 31, 2014	13,858,245		$	0.15

Number		Exercise	Expiry
Outstanding 1		Price	Date
460,000	$	0.10; $0.20 after 12 months	July 27, 2015
136,000	$	0.10; $0.20 after 12 months	Aug 24, 2015
278,275	$	0.10; $0.20 after 12 months	Sep 28, 2015
430,670	$	0.10; $0.20 after 12 months	Nov 15, 2015
1,720,000	$	0.10	Nov 26, 2016
1,438,800	$	0.10	Dec 23, 2016
2,167,160	$	0.15	Jan 31, 2016
7,227,340	$	0.15	Feb 13, 2016
13,858,245

1. Each warrant entitles a holder to purchase one common share.

13. COMMITMENTS – OTHER

(a) The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $5,000 per month plus HST/GST on a continuing basis.

	Effective March 1, 2014, the Company entered into a new consulting contract with the consulting services at $6,500 per month plus GST.
(b)	On October 9, 2009, the Company entered into consulting agreement with BKB Management Ltd., a corporation organized under the laws of the Province of British Columbia. BKB Management Ltd. is a consulting company controlled by the chief financial officer of the Company. BKB Management provides management consulting services for CAD$4,500 per month plus HST/GST. Effective April 1, 2011, the consulting services are CAD$5,500 per month plus HST/GST. Effective March 1, 2014, the Company entered into a new consulting agreement with the consulting services at CAD$7,500 per month plus GST.
(c)	On January 1, the Company signed a On January 1, 2014, the Company entered into an Social Media/Web Marketing Agreement with Stuart Gray. The initial term of this agreement shall begin on the date of execution of this Agreement and continue for three months. In consideration for the services the Company will pay the Provider Stuart Gray a monthly fee of $5,000. Upon execution of the Agreement, the Company issued 200,000 stock options. The exercise price of the stock options is $0.075, 100,000 stock options vested immediately, 50,000 stock options vested 30 days after the grant and 50,000 stock options vested 60 days after the grant, expiring January 1, 2019.
(d)	On January 13, 2014, the Company entered into a corporate development agreement with Don Shaxon. The initial term of this agreement shall begin on the date of execution of this agreement and continue for twelve months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice. In consideration for the services the Company will pay the Provider Don Shaxon a signing stock bonus of 250,000 common shares of the Company, one-time cash bonus of $40,000 90 days after the commencement of the contract, and a monthly fee of $3,500 plus $500 in monthly expenses. Upon execution of the Agreement, the Company also granted 250,000 stock options. to Don Shaxon with respect to the corporate development agreement dated January 13, 2014. The exercise price of the stock options is $0.16, 250,000 stock options vested immediately, expiring January 13, 2019.
(e)	On February 27, 2014, the Company signed a $50,000 12 month marketing agreement with Agoracom payable in common shares of the Company on a quarterly basis. The first quarter payment of $12,500 has been paid by issuing 54,347 common shares of the Company at a market price of $0.23 per share.
(f)	On March 10, 2014, the Company’s Board has appointed Mr. Matthew Chadwick and the Company entered into a Management Agreement with Matthew Chadwick as Senior Vice President of Marijuana Operations. The initial term of this agreement shall begin on the date of execution of this agreement and continue for six months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice. In consideration for the services the Company will pay Mr. Matthew Chadwick CAD$25,000 per month.
(g)	On March 14, 2014, the Company signed a six month contract for $21,735 with The Money Channel to provide services for national television, internet and radio media campaign.
(h)	On April 1, 2014, the Company has entered into a one year consulting agreement with Kristian Dagsaan to provide controller services for CAD$3,000 plus GST per month.
(i)	On April 1, 2014, the Company entered into a 90 day investor relations contract for CAD $9,000 with Ken Faulkner.

(j)	On April 3, 2014, the Company entered into another 3 month Social Media/Web Marketing Agreement with Stuart Gray. In consideration for the services the Company will pay the Provider Stuart Gray a monthly fee of $5,000.
(k)	Also see note 7, 8, 11, 15.

14. SEGMENTED INFORMATION

The Company identifies its segments based on the way management organizes the Company to assess performance and make operating decisions regarding the allocation of resources. In accordance with the criteria in FASB ASC 280 "Segment Reporting," the Company has concluded it has two reportable segments: renewable energy, and oil and gas, and medical marijuana, which are managed separately based on fundamental differences in their operations nature.

Summarized financial information concerning the Company’s reportable segments is shown in the following tables:

						Medical
Quarter ended May 31, 2014		Renewable energy		Oil and Gas		Marijuana		Corporate			Consolidated
Revenues	$	-	$		$	-	$			$	-
Net income (loss) from operations						240,625		(1,6,85,520	)		(1,444,895	)
Total assets	$	1	$	4,000	$	4,863,829	$	1,961,637 $			6,829,466

The operations of the Group are located geographically in the United States, except for the Medical Marijuana which is in Canada. The administrative functions are all located geographically in Canada.

15. SUBSEQUENT EVENTS

(a)	On June 2, 2014, the Company signed a 30 day contract for $10,000 with TDM Financial to provide services for original video production, original coverage, network placement of video and article, article and video syndication, email distribution, and reporting.
(b)	On June 9. 2014 as per marketing agreement signed with Agoracom on February 27, 2014 for a 12 month contract, the Company made its second quarter payment is $12,500 plus GST by issuing 72,917 common shares of the Company at a market price of $0.18 per share.
(c)	On July 1, 2014, the Company has entered into a one year services agreement with TDM Financial for $120,000 payable in common shares of the Company. TDM Financial will provide marketing solutions and strategies to the Company. Upon the signing of the contract with TDM Financial, the Company issued 750,000 common stock of the Company at a deemed price of $0.16 for the term of the agreement.

16. COMPARATIVE INFORMATION

Certain comparative information has been reclassified to conform with the presentation adopted in the current period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim consolidated financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors" of this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "Company" mean Company and/or our subsidiaries, unless otherwise indicated.

Overview

Enertopia Corp. was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004.

From inception until April 2008, we were primarily engaged in the acquisition and exploration of natural resource properties. Beginning in April 2008, we began our entry into the clean energy sector by purchasing an interest in a solar thermal design and installation company. In late summer 2013, we began our entry into medicinal marijuana business.

The Company is diverse in its pursuit of business opportunities in several sectors, including: Medicinal Marijuana, Oil and Gas, Solar PV (Photovoltaic), Solar Thermal (Hot Water), Energy Retrofits and Recovery, and Solar powered Filtered Drinking Water.

The address of our principal executive office is Suite 950, 1130 West Pender Street, Vancouver, British Columbia V6E 4A4. Our telephone number is (604) 602-1675. We have another office located in Kelowna. Our current locations provide adequate office space for our purposes at this stage of our development.

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.

Effective September 25, 2009, we effected a one (1) for two (2) share consolidation of our authorized and issued and outstanding common stock. As a result, our authorized capital decreased from 75,000,000 shares of common stock with a par value of $0.001 to 37,500,000 shares of common stock with a par value of $0.001 and our issued and outstanding shares decreased from 29,305,480 shares of common stock to 14,652,740 shares of common stock. The consolidation became effective with the Over-the-Counter Bulletin Board at the opening for trading on September 25, 2009 under the new stock symbol “GLCP”. Our new CUSIP number at that time was 38079Q207.

On October 9, 2009, we appointed Bal Bhullar as our chief financial officer. Concurrent with the appointment of Ms. Bhullar, we entered into an initial six-month management agreement, thereafter month to month, with BKB Management Ltd., a consulting company controlled by Bal Bhullar.

On January 31, 2010, the Company entered into an Independent Sales and Marketing Representative Agreement with Global Solar Water Power Systems Inc. ("GSWPS"), a private company beneficially owned by Mark Snyder, the Company’s former Chief Technical Officer.

On February 5, 2010, the Company held its Annual and Special Meeting of Shareholders for the following purposes:

1.	To approve the change of the Company’s name from “Golden Aria Corp.” to “Enertopia Corporation”.
2.	To approve an increase in the Company’s authorized capital from 37,500,000 to 200,000,000.
3.	To approve the Company’s proposed 2010 Equity Compensation Plan.
4.	To elect Robert McAllister, Dr. Gerald Carlson and Chris Bunka as directors of the Company for the ensuing year.
5.	To appoint Chang Lee LLP, Chartered Accountants, as the auditors of the Company for the ensuing year, at a remuneration to be fixed by the directors.

All proposals were approved by the shareholders. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 12, 2010.

On February 8, 2010, the Company changed its name from Golden Aria Corp. to Enertopia Corp. Our new CUSIP number is 29277Q1047

On February 22, 2010, the Company increased its authorized share capital to 200,000,000 common shares.

On February 28, 2010, the Company entered into an Asset and Share Purchase Agreement with Mr. Mark Snyder to acquire up to 20% ownership interest of Global Solar Water Power Systems Inc. (“GSWPS”).

Effective March 26, 2010, Enertopia Corp. (the “Company”) had its stock quotation under the symbol “GLCP” deleted from the OTC Bulletin Board. The symbol was deleted for factors beyond the Company’s control due to various market makers electing to shift their orders from the OTCBB to the Pink OTC Markets Inc. As a result of these market makers not providing a quote on the OTCBB for four consecutive days the Company was deemed to be deficient in maintaining a listing standard at the OTCBB pursuant to Rule 15c2-11. That determination was made entirely without the Company’s knowledge.

On April 7, 2010, FINRA confirmed the name change from Golden Aria Corp. to Enertopia Corp., and approved the Company’s new symbol as ENRT. On February 5, 2010, the Company’s shareholders approved an amendment to the Company’s articles of incorporation to change its name from Golden Aria Corp. to Enertopia Corp. The name change was effected with the Nevada Secretary of State on February 8, 2010.

On May 31, 2010, the Company closed a private placement financing of 557,500 units at a price of $0.15 per unit for gross proceeds of $83,625. Each unit consisted of one common share in the capital of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share in the capital of the Company until May 31, 2012, at a purchase price of $0.30 per share.

On August 12, 2010, the Company was approved for listing on the Canadian National Stock Exchange (“CNSX”). Trading date commenced on August 13, 2010 with the symbol TOP.

On October 25, 2010 Company disposed of the Coteau Lake interests for cash consideration of $100,000 plus an additional potential payout which shall be based on a 10% profit interest on any and all productive wells drilled on the property, up to $150,000. No receivable was recorded as the future potential payout cannot be reasonably determined.

On January 31, 2011, the Company entered into a letter of intent and paid $7,500 deposit to Wildhorse Copper Inc. and its wholly owned subsidiary Wildhorse Copper (AZ) Inc. (collectively, the “Optionors”). On April 11, 2011, the Company signed a Mineral Purchase Option Agreement (“Option Agreement”) with the Optionors respecting an option to earn a 100% interest, subject to a 1% NSR capped to a maximum of $2,000,000 in a property known as the Copper Hills property. The Copper Hills property is comprised of 56 located mining claims covering a total of 1,150 acres located in New Mexico, USA. The Optionors hold the Copper Hills property directly and indirectly through property purchase agreements between the Optionors and third parties (collectively, the “Indirect Agreements”). Pursuant to the Option Agreement the Optionors have assigned the Indirect Agreements to the Company. In order to earn the interest in the Copper Hills property, the Company is required to make aggregate cash payments of $591,650 over an eight year period and issue an aggregate of 1,000,000 shares of its common stock over a three year period. As at August 31, 2013, the Company has issued 500,000 shares at price of $0.15 per share and 150,000 shares at price of $0.10 per share to the Optionors and made aggregate cash payment of $106,863 (August 31, 2012-$106,863); the Company has expensed exploration costs of $143,680 (August 31, 2012-$143,680). On June 26, 2013, the Company announced the termination of its Option Agreement. the Company had made aggregate cash payments of $106,863 and issued 500,000 shares at price of $0.15 per share and 150,000 common shares at $0.10 per share to Wildhorse Copper Inc. See note (7).

On March 3, 2011, the Company closed a private placement of 8,729,000 units at a price of CAD$0.10 per unit for gross proceeds of CAD$872,900, or US$893,993. Each unit consisted of one common share in the capital of our company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share in the capital of our company until March 3, 2013, subject to accelerated expiry as set out in the warrant certificate, at a purchase price of CAD$0.20. As per the terms of the Subscription Agreement, our company grants to the Subscribers a participation right to participate in future offerings of our securities as to their pro rata shares for a period of 12 months from the closing of the Private Placement. We paid broker commissions of $48,930 in cash and issued 489,300 brokers warrants. Each full warrant entitled the holder to purchase one additional common share in the capital of our company that expired on March 3, 2013, which was subject to accelerated expiry as set out in the warrant certificate, at a purchase price of CAD$0.20.

On March 16, 2011, we entered into a debt settlement agreement with an officer of our company, whereby we issued 78,125 shares of common stock in connection with the settlement of $12,500 debt at a deemed price of $0.16 per share pursuant to a consulting agreement. We recorded $12,422 in additional paid in capital for the gain on the settlement of the debt.

On April 14, 2011, we held our Annual and Special Meeting of Shareholders for the following purposes:

1. To elect Robert McAllister, Dr. Gerald Carlson and Chris Bunka as directors of the Company for the ensuing year.

2.	To ratify Chang Lee LLP, independent public accounting firm for the fiscal year ending August 31, 2011, and to allow directors to set the remuneration.
3.	To approve, ratify and confirm the consolidation of the 2007 Stock Option Plan and the 2010 Equity Compensation Plan into one plan and approve the terms of this new plan, the 2011 Stock Option Plan.

All proposals were approved by the shareholders. The proposals are described in detail in our definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2011.

On April 27, 2011, we entered into a debt settlement agreement with the President of our Company, who is a related party, in the amount of $46,000, whereby $25,000 was settled by issuing common shares of 100,000, and $21,000 was forgiven for Nil consideration. In connection with the debt settlement, we recorded $100 in share capital and $45,900 in additional paid in capital for the gain on the settlement of the debt.

On May 31, 2011, the Company settled the amount due to related parties into two promissory notes of $80,320 (CAD$84,655) and $90,000. Both promissory notes were unsecured, non-interest bearing and due on May 31, 2012 at an imputed interest rate of 12% per annum upon the settlement. On April 27, 2011, we entered into debt settlement agreement with one of the holders, a company controlled by the Chairman/CEO of the Company, whereby the Company issued common shares of 360,000 to the holder, and the holder agreed to accept the shares as full and final payment of the promissory note of $90,000. On the same day, we entered into a debt settlement agreement with another holder, a company controlled by the Chairman/CEO of our Company, whereby the holder agreed to forgive the repayment of debt for Nil consideration. In connection with the settlements and forgiveness of the above promissory notes, the Company recorded $79,997and $77,415 in additional paid in capital for the gain on settlement of debt, respectively.

On June 22, 2011, Change Lee LLP (“Chang Lee”) resigned as our independent registered public accounting firm because Chang Lee was merged with another company: MNP LLP (“MNP”). Most of the professional staff of Chang Lee continued with MNP either as employees or partners of MNP and will continue their practice with MNP.

On June 22, 2011, we engaged MNP as our independent registered public accounting firm.

On July 19, 2011, the Company entered into a letter of intent and paid US$15,000 deposit to Altar Resources. Subsequent to August 31, 2011, on October 11, 2011, the Company signed a Mineral Purchase Option Agreement with Altar Resources with respect to an option to earn 100% interest, subject to a 2.5% NSR in a property known as Mildred Peak. The mining claims are in Arizona covering approximately 7,148 acres from Altar Resources which holds the mining claims directly and indirectly through federal mining claims and state mineral exploration leases; or, represented that it would hold such claims in good standing at the time of closing a definitive agreement. The Company is required to make aggregate cash payments of $881,000 over a five year period and issue an aggregate of 1,000,000 shares of its common stock over a four year period. As at February 28, 2013, the Company had made aggregate cash payments of $124,980 (August 31, 2012-$84,980) and issued 100,000 shares at price of $0.10 per share and 100,000 common shares at $0.06 per share to Altar Resources; along with expensed incurred exploration costs of $13,380. On May 30, 2013, the Company terminated the Option Agreement and has written off $140,980 of capital costs. See note (7).

On March 19, 2012, the Company’s Board has appointed Dr. John Thomas as Director and Mr. Tony Gilman and Dr. Stefan Kruse as Advisors of the Company. The Company has granted additional 450,000 stock options to Directors and Advisors of the Company. The exercise price of the stock options is $0.15, of which are 225,000 options vest immediately, 225,000 options vest on August 15, 2012. The options expire March 19, 2017.

On April 10, 2012, Enertopia Corporation (“Enertopia” or the “Company”) held its Annual and Special Meeting of Shareholders for the following purposes:

1.	To elect Robert McAllister, Donald Findlay, Greg Dawson and Chris Bunka as directors of the Company for the ensuing year.
2.	To ratify MNP LLP, independent public accounting firm for the fiscal year ending August 31, 2012, and to permit directors to set the remuneration.
3.	To transact such other business as may properly come before the Meeting.

All proposals were approved by the shareholders. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 13, 2012.

On April 10, 2012, the Company issued 93,750 common shares in connection with the settlement of debt of $9,375 at a price of $0.10 per common share pursuant to a consulting agreement (See Note 11(h)).

On April 13, 2012, the Company closed an offering memorandum placement of 2,080,000 units at a price of CAD$0.10 per unit for gross proceeds of CAD$208,000, US$208,000. Each Unit consisted of one common share of the Issuer and one common share purchase warrant. One warrant will be exercisable into one further common share at a price of US$0.15 per warrant share for a period of twelve months following closing; or at a price of US$0.20 per warrant for the period that is twelve months plus one day to twenty-four months following closing. The Company paid broker commissions of $14,420 in cash and issued 144,200 brokers warrants in connection with the private placement.

On August 24, 2012, the Company closed the second tranche of an offering memorandum placement of 160,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$8,000 or US$8,000. Each warrant will be exercisable into one further share at a price of US$0.10 per warrant share for a period of twelve 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 months following closing. The Company’s President participated in the private placement for $4,000.00 dollars. The Company issued 16,000 brokers warrants in connection with the private placement for broker commissions.

On September 28, 2012, the Company closed an offering memorandum placement of 995,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$49,750 or US$49,750. Each Unit consisted of one common share of the Issuer and one common share purchase warrant. One warrant will be exercisable into one further common share at a price of US$0.10 per warrant share for a period of twelve months following closing; or at a price of US$0.20 per warrant for the period that is twelve months plus one day to twenty-four months following closing. The Company issued 79,500 shares, 79,500 warrants and 79,500 broker warrants in connection with the private placement.

On October 24, 2012, the Company issued 100,000 common shares in connection with Altar Resources, Mildred Peak property for an amount of $6,000 at a price of $0.06.

On November 15, 2012, the Company closed 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 or US$50,650. Each Unit consisted of one common share of the Issuer and one common share purchase warrant. One warrant will be exercisable into one further common share at a price of US$0.10 per warrant share for a period of twelve months following closing; or at a price of US$0.20 per warrant for the period that is twelve months plus one day to twenty-four months following closing. The Company issued 38,000 common shares, 101,300 units, and 101,300 broker warrants in connection with the private placement.

On March 1, 2013, the Company settled the debt incurred of $16,000 from September 1, 2011 to February 28, 2013 for consulting fees with Mr. Mark Snyder by issuing 160,000 restricted common shares of the Company at a price of $0.10 per share.

On March 1, 2013, the Company settled the debt incurred of $16,000 from September 1, 2011 to February 28, 2013 for consulting fees with Mr. Mark Snyder by issuing 160,000 restricted common shares of the Company at a price of $0.10 per share.

On May 30, 2013, the Company terminated its Option Agreement with Altar Resources on Mildred Peak property.

On June 26, 2013, the Company terminated its Option Agreement with Wildhorse Copper Inc. on Copper Hills property.

Our Current Business

The Company is diverse in its pursuit of business opportunities in several sectors, including: Medicinal Marijuana, Oil and Gas, Solar PV (Photovoltaic), Solar Thermal (Hot Water), Energy Retrofits and Recovery, and Solar powered Filtered Drinking Water.

We currently hold the following interests:

Equity Investment in Pro Eco Energy, Inc. -Sold its equity investment on December 2, 2013

On April 21, 2008, we announced that we had made an 8.25% equity investment into Pro Eco Energy Ltd., a clean tech energy company involved in designing, developing and installing solar energy solutions for commercial and residential customers. We also welcomed the President of Pro Eco Energy, Mr. Roger Huber, as the first member of our Clean Tech Advisory board. Mr. Huber has a long career in optimizing energy solutions and his knowledge and wide industry contacts are expected to help us develop our alternative energy solutions.

Equity Investment in Global Solar Water Power Systems Inc.

Effective February 28, 2010, we entered into an asset and share purchase agreement with Mr. Mark Snyder to acquire up to 20% ownership of Global Solar Water Power Systems Inc., a private company beneficially owned by Mark Snyder, our company’s Chief Technical Officer. Global Solar owns certain technology invented and developed by Mark Snyder for the design and manufacture of certain water filtration equipment.

Under the terms of the agreement, we may acquire up to a 20% equitable ownership interest in Global Solar payable as follows:

(a)	for the initial 10% equity interest, by the issuance of 500,000 restricted shares of our common stock at a deemed price of US $0.20 per share, payable within 10 days of signing the agreement;
(b)	for the initial 10% equity interest, cash payments and/or deferred commissions totaling $150,000 payable in installments of $3,500 per month;
(c)	for the additional 10% equity interest, the issuance of 500,000 restricted shares of our common stock at any time up to December 31, 2011; and
(d)	for the additional 10% equity interest, cash payments and/or deferred commissions totaling $250,000 paid a minimum of $3,500 per month and beginning not later than December 31, 2011, as further described in the agreement.

Pursuant to the terms of the agreement Global Solar is required to pay our proportionate interest in any after tax profits on a quarterly basis. Our management obtained an independent valuation dated February 5, 2010 in support of the value ascribed to the proposed equity interest in Global Solar. As at February 28, 2013, we had paid $103,500 and accrued $42,000 in US dollars and issued 500,000 restricted shares of our common stock, following which we have acquired 9.82% equity interest in Global Solar.

On March 1, 2013, the Company settled the accrued contribution of $42,000 by reducing the Company’s interest in GSWPS to 8.14% from its current 9.82% interest and transferring this 1.68% interest back to GSWPS.

Also on January 31, 2010, we entered into an Independent Sales and Marketing Representative Agreement with Global Solar Water Power Systems. Pursuant to the terms of the agreement, Global Solar Water Power Systems agreed to appoint our company as its independent sales representative to solicit orders for those solar and/or wind turbine powered water filtration products marketed from time to time by Global Solar Water Power Systems and/or our company on an exclusive basis in Africa and non-exclusive basis throughout the rest of the world, with the exception of Iraq. In consideration for services to be rendered by our company under the agreement, we will receive a minimum of 5% of the net invoice price from any product orders and not more than 12% of the net invoice price. Our company and Global Solar Water Power Systems have the right to jointly determine specific sales cases individually to generate unique commissions by their joint agreement on a case by case basis. The agreement expires on January 31, 2015.

One of Global Solar Water Power Systems business lines is the business of developing and manufacturing a portable solar powered trailer mounted water purification units that can be delivered and operated nearly anywhere in the world and can provide a village, resort, or remote work-camps with all their drinking water and domestic water requirements. The technology was developed in 2009 by Mark Snyder. Over 300 locations in Iraq were benefiting from clean drinking water as a result of the deployment of these systems, which were delivered to Iraq during 2009, prior to our company’s involvement.

In November 2012, the Company had a valuation report completed on GSWPS by RWE Growth Partners Inc. As a result, the Company’s long-term investment in GSWPS has been written down to $68,500 as at August 31, 2012. During the August 31, 2013 fiscal year end, based on the management’s assessment of GSWPS’s current operations, the Company decided to write down long-term investment in GSWPS to $1.

Current business

On September 17, 2013 the Company entered into an AMI Participation Agreement with Downhole Energy LLC to participate in 100% gross interest and 75% net revenue interest for drilling, completion and production of up to 100 oil wells on certain oil and gas leases covering 2,924 in the historic field located in Forest and Venango counties, Pennsylvania. On execution of this agreement the company issued 100,000 of its common shares to Downhole Energy LLC.

On October 4, 2013 the Company entered into a consulting agreement with Olibri Acquisitions and issued 750,000 common shares of the Company for services provided in oil and gas consulting.

The Company has entered into a Letter of Intent Agreement (“LOI”) on November 1, 2013 with 0786521 BC Ltd. (the “Vendor”) where the Company wishes to buy and the Vendor wishes to sell 51% of the issued and outstanding capital stock of the Vendor. The Vendor is the owner, operator of a Medical Marihuana operation located at 33420 Cardinal Street, Mission, British Columbia, Canada. Until such time as the Vendor and the Company enter into a Definitive Agreement, the Parties agree that all terms of this LOI are and shall serve only as an expression of interest between the Vendor and the Company. This LOI is not comprehensive and no business relationship is created between the Vendor and the Company unless and until such time as negotiations between the Parties result in the consummation of a Definitive Agreement and such Definitive Agreement is ratified by their respective authorized representatives. On the execution of the LOI, the Company issued 10,000,000 of its common shares to the Vendor.

On November 5, 2013 the Company granted 675,000 stock options to directors, officers, and consultant of the Company with an exercise price of $0.06 vested immediately, expiring November 5, 2018.

On November 18, 2013, the Company granted 25,000 stock options to consultant of the Company with an exercise price of $0.09 vested immediately, expiring November 18, 2018.

On November 18, 2013, the Company entered into an investor relations contract with Coal Harbour Communications Inc. The initial term of this agreement shall begin on the date of execution of this Agreement and continue for two months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice. In consideration for the services the Company will pay the Provider a one-time payment of two hundred thousand shares (200,000) of restricted common stock in Enertopia Corporation. The stock will be issued in the name of Dale Paruk for 100,000 shares and Neil Blake for 100,000 shares. In consideration of the services provided, the Company shall pay Coal Harbour Communications, a monthly fee of $5,000 payable on the 1st day of each monthly period starting 60 days from the signing of this agreement and $500 per month to cover expenses incurred on the Company’s behalf. Any expenses above $500 per month must be pre-approved.

On November 26, 2013, the Company closed the first tranche of a private placement of 2,720,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$136,000 ($136,000). Each warrant will be exercisable into one further share at a price of US$0.10 per warrant share for a period of thirty six month following the close.

On December 23, 2013, the Company closed its final tranche of a private placement of 2,528,000 units at a price of CAD$0.05 per unit for gross roceeds of CAD$126,400 ($126,400). Each warrant will be exercisable into one further share at a price of $0.10 per warrant share for a period of thirty six months following the close. The Company also paid a cash finders fee of $10,140 and 202,800 broker warrants to Canaccord Genuity and Wolverton Securities that are exercisable into one common share at a price of $0.10 that expire on December 23, 2016.

On January 1, 2014, the Company entered into an Social Media/Web Marketing Agreement with Stuart Gray. The initial term of this agreement shall begin on the date of execution of this Agreement and continue for three months. In consideration for the services the Company will pay the Provider Stuart Gray a monthly fee of $5,000. Upon execution of the Agreement, the Company issued 200,000 stock options. The exercise price of the stock options is $0.075, 100,000 stock options vested immediately, 50,000 stock options vested 30 days after the grant and 50,000 stock options vested 60 days after the grant, expiring January 1, 2019.

On January 13, 2014, the Company entered into a corporate development agreement with Don Shaxon. The initial term of this agreement shall begin on the date of execution of this agreement and continue for twelve months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice. In consideration for the services the Company will pay the Provider Don Shaxon a signing stock bonus of 250,000 common shares of the Company, one-time cash bonus of $40,000 90 days after the commencement of the contract, and a monthly fee of $3,500 plus $500 in monthly expenses. Upon execution of the Agreement, the Company granted 250,000 stock options. to Don Shaxon with respect to the corporate development agreement dated January 13, 2014. The exercise price of the stock options is $0.16, 250,000 stock options vested immediately, expiring January 13, 2019.

The Company has entered into a Joint Venture Agreement (the “ WOM Agreement”) on January 16, 2014 with World of Marihuana Productions Ltd. (“WOM”) where the Company can acquire up to 51% of the Joint Venture business ownership interest. WOM has or will acquire a licence issued by Health Canada (the "Licence") to allow for WOM to operate a business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marijuana (the “Business”) which shall be located at 33420 Cardinal Street, Mission, British Columbia (the "Premises"). The Parties have entered into a non-binding Letter Of Intent dated for reference the 1^st day of November, 2013 (the "LOI") which shall be superseded by this Agreement. The Parties entered into the Joint Venture Agreement to which sets out the terms and conditions in which Enertopia may acquire an interest in the Business and the terms and conditions on which the Parties will form a joint venture to jointly participate in the Business (the "Joint Venture"). 10,000,000 shares of the restricted common stock of Enertopia at a price of $0.04 per share to 0984329 B.C. Ltd at the direction of WOM at the time of execution of the LOI (the "LOI Shares") (Completed); Issuance of 5,000,000 Shares to 0984329 BC Ltd. at a price of $0.18 per share and payment of $100,000.00 USD to WOM upon signing of this Agreement (the "Execution Date") which Shares will be held in escrow (the "Escrow Shares") by Enertopia's solicitors until such time as the Effective Date has occurred. Upon occurrence of the Effective Date, the Escrow Shares will be released from escrow; (Completed); Payment to WOM of $75,000.00 USD by January 31, 2014 in exchange for which Enertopia will be granted a 30% Interest in the Business(Completed); Issue 1,000,000 Shares at a price of $0.68 per share to 0984329 BC Ltd. and pay $200,000.00 USD to WOM on or before the date that is six months from the Execution Date in exchange for which Enertopia shall be granted a further 1% Interest in the Business; (Completed). See Note 18. To date the Company has issued 16,000,000 common shares of the Company and paid a total of $375,000 to WOM.

On January 31, 2014, Enertopia Corp accepted and received gross proceeds of CAD$40,500 ($37,500), for the exercise of 350,000 stock options; 100,000 at $0.075 each, 150,000 stock options at $0.10 each, and 100,000 stock options at $0.15 each; into 350,000 common shares of the Company.

On January 31, 2014, Enertopia closed the first tranche of a private placement of 4,292,000 units at a price of US$0.10 per unit for gross proceeds of US$429,200. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of US$0.15 per Warrant Share for a period of twenty four (24) months following closing. A cash finders’ fee for $29,616 and 296,160 full broker warrants that expire on January 31, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Leede Financial and Wolverton Securities.

On February 5, 2014, Ryan Foster has joined the Company as an advisor the Company has granted 50,000 stock options to Ryan Foster with an exercise price of $0.35, 25,000 stock options vested immediately, 25,000 stock options vested on July 1, 2014, expiring February 5, 2019.

On February 13, 2014, Enertopia closed the final tranche of a private placement by issuing 12,938,000 units at a price of US$0.10 per unit for gross proceeds of US$1,293,800. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of US$0.15 per Warrant Share for a period of twenty four (24) months following closing. One Director and One Officer of the Company participated in the final tranche for $30,000. A cash finders’ fee for $98,784; 8,000 common shares in lieu of $800 finders’ fee and 995,840 full broker warrants that expire on February 13, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Global Market Development LLC and Wolverton Securities.

On February 13, 2014, 50,000 stock options were exercised at a price of $0.06 by a Director and 50,000 stock options were exercised at a price of $0.075 by a Consultant for net proceeds to the Company of CAD$7,050 (US$6,750) into 100,000 common shares of the Company.

On February 13, 2014, 541,500 warrants from previous private placements were exercised into 541,500 common shares of the Company for net proceeds of US$101,100.

On February 27, 2014, 585,000 warrants from previous private placements were exercised into 585,000 common shares of the Company for net proceeds of US$115,000.

On February 27, 2014, the Company signed a $50,000 12 month marketing agreement with Agoracom payable in common shares of the Company. The first quarter payment is $12,500, by issuing 54,347 common shares of the Company at a market price of $0.23 per share.

On February 28, 2014, the Company has entered into a Joint Venture Agreement ("GCL Agreement") with The Green Canvas Ltd. ("GCL") with regards to the acquisition by Enertopia of up a 75% interest in the business of GCL, being the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes. Payment of $100,000 at the time of execution of the LOI (Completed); immediately following the Execution Date, Enertopia shall complete the following in return for which Enertopia will be granted and vested with a 49% Ownership Interest in the Business: issue to GCL an aggregate of 10,000,000 common shares at a price of $0.235 of Enertopia and (Completed); pay to GCL the aggregate sum of $500,000, the full amount of which, less the sum of $113,400 payable to Wolverton Securities as a finder's fee, shall be used by GCL to upgrade the Business as may be necessary pursuant to MMPR requirements or as may otherwise be required to advance the Business.(Completed); Of the 10,000,000 shares issued, 6,400,000 of the Shares issued pursuant shall be held in escrow (the "Escrow Shares") by Enertopia's solicitors until the Effective Date. Upon occurrence of the Effective Date, Enertopia will cause its solicitors to release the Escrow Shares from escrow. (Completed).

On March 5, 2014, the Company and Mr. Robert McAllister has entered into a three year Joint Venture Agreement ("JV") with Lexaria Corp. collectively, the "Parties"). Whereas the Company and Robert McAllister will source opportunities in the Business, and the terms and conditions on which the Parties will form a joint venture to jointly participate in, or offer specific opportunities within the Business (the "Joint Venture"), and Robert McAllister will join the Lexaria Corp. advisory board for the term of this Agreement. Lexaria Corp. issued the Company 1,000,000 shares and Robert McAllister 500,000 shares on signing of the Agreement.

On March 10, 2014, the Company’s Board appointed Mr. Matthew Chadwick and the Company entered into a Management Agreement with Matthew Chadwick as Senior Vice President of Marijuana Operations. The initial term of this agreement shall begin on the date of execution of this agreement and continue for six months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice. In consideration for the services the Company will pay Mr. Matthew Chadwick CAD$25,000 per month.

On March 11, 2014, Robert Chadwick and Clayton Newbury have joined the Company as advisors and have been paid a $1,000 honorarium each. Robert Chadwick will be issued a one-time 100,000 common shares of the Company. On March 11, 2014, the Company granted 100,000 stock options to Robert Chadwick with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019. The Company also granted 100,000 options to Clayton Newbury with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019.

On March 11, 2014, as per the terms of the Joint Venture Agreement dated January 16, 2014 with World of Marihuana Productions Ltd., the Company made a payment of $200,000 and issued 1,000,000 at a price of $0.68 per share to 0984329 B.C. LTD, the Company now owns 31% of Joint Venture Business Interest.

On March 14, 2014, the Company signed a six month contract for $21,735 with The Money Channel to provide services for national television, internet and radio media campaign.

On March 14, 2014, 815,310 warrants from previous private placements were exercised into 815,310 common shares of the Company for net proceeds of $163,062.

On March 14, 2014, the Company accepted and received gross proceeds from a director of the Company of CAD$8,250 (US$7,500), for the exercise of 50,000 stock options at an exercise price of $0.15, into 50,000 common shares of the Company.

On March 17, 2014, 1,548,000 warrants from previous private placements were exercised into 1,548,000 common shares of the Company for net proceeds of US$289,475.

On March 25, 2014, Enertopia Corp (the “Company”) accepted and received gross proceeds of $67,750, for the exercise of 325,000 stock options at $0.06 to $0.25 each, into 325,000 common shares of the Company.

On March 25, 2014, 1,095,000 warrants from previous private placements were exercised into 1,095,000 common shares of the Company for net proceeds of US$114,250.

On March 26, 2014, the Company’s Board has appointed Dr. Robert Melamede as an Advisor to the Board of Directors’ and has been paid an honorarium of $2,500 for the first year of your participation on our Advisory Board. Enertopia will be issuing you 250,000 shares of common stock of the Company. On March 26, 2014 the Company has granted 500,000 stock options with an exercise price of $0.70, 250,000 stock options vest immediately and the remaining 250,000 stock options vest September 26, 2014, expiring March 26, 2019.

On April 1, 2014, the Company has entered into a one year consulting agreement with Kristian Dagsaan to provide controller services for CAD$3,000 plus GST per month. The Company also granted 100,000 stock options vesting immediately, with an exercise price of $0.86, expiring April 1, 2019.

On April 1, 2014, the Company entered into a 90 day investor relations contract for CAD $9,000 with Ken Faulkner. The Company also granted 100,000 stock options vesting immediately with an exercise price of $0.86, expiring April 1, 2019.

On April 3, 2014, the Company entered into another 3 month Social Media/Web Marketing Agreement with Stuart Gray. In consideration for the services the Company will pay the Provider Stuart Gray a monthly fee of $5,000. Upon execution of the Agreement, the Company issued 100,000 stock options. The exercise price of the stock options is $0.72, 100,000 stock options vested immediately, expiring April 3, 2019.

On April 3, 2014, 1,293,500 warrants from previous private placements were exercised into 1,293,500 common shares of the Company for net proceeds of US$177,950.

On April 3, 2014, the Company accepted and received gross proceeds from past consultant of the Company of US$1,500 for the exercise of 25,000 stock options at an exercise price of $0.06, into 25,000 common shares of the Company.

On April 8, 2014, the Company granted 50,000 stock options to a consultant of the Company, Taven White. The exercise price of the stock options is $0.50, 50,000 stock options vested immediately, expiring April 8, 2019.

On April 10, 2014, a Letter of Intent ("LOI") was signed by Enertopia Corporation, or its wholly-owned subsidiary ("Enertopia") and Lexaria Corp., or its wholly-owned subsidiary ("Lexaria") (collectively, the "Parties") with regard to the ownership by Enertopia of a 51% interest in the business, and the ownership by Lexaria of a 49% interest in the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes under the MMPR (the "Business") Acquisition Structure. Whereby Lexaria issued 500,000 common shares to Enertopia. In accordance with the terms of a formal and definitive Agreement to be entered into between Enertopia and Lexaria (the "Definitive Agreement"), Enertopia shall own 51% ownership interest in the Business (the "Enertopia Ownership") and Lexaria shall own 49% ownership interest in the Business (the “Lexaria Ownership”). Within 10 days, Enertopia shall contribute $45,000 and Lexaria shall contribute $55,000 to the Business. Upon the execution of this LOI, Enertopia and Lexaria shall structure a joint venture for legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes under the MMPR. At such time the Parties will be deemed to have formed a joint venture for the operation, management and further development of the Business (the "Joint Venture"). Lexaria will pay 55% of all costs to earn its 49% net Ownership Interest and Enertopia will pay 45% of all costs to earn its 51% Ownership Interest. A total of 500,000 Definitive Agreement Shares shall be issued to Enertopia, held in escrow (the "Escrow Shares") by Lexaria's solicitors until such date as the License (as hereinafter defined) has been obtained by Enertopia (the "Effective Date"). Upon occurrence of the Effective Date, the Escrow Shares will be released from escrow. In the event the Effective Date does not occur within 12 months of the date of the Definitive Agreement (the "Execution Date"), the Definitive Agreement Shares shall be cancelled and returned to treasury.

On April 10, 2014 a letter of intent, was executed on behalf of a corporation to be incorporated by Lexaria Corp. and Enertopia Corporation(Lessee) and Mr. Jeff Paikin of Ontario Inc. (Lessor) sets out the Lessee’s and Lessor’s shared intent to enter into a lease agreement (the “Lease”) for warehouse space (the “Leased Premises”) in the building located in Ontario (the “Building”). The Company issued the 38,297 common shares at a deemed price of $0.47 per the terms of the Letter of Intent to lease space in Ontario. The LOI has been extended for another 30 days.

On April 14, 2014, the Company appointed Mr. Jeff Paikin to its Advisory Board for a period of not less than one year, but to be determined by certain performance thresholds described in the letter. Upon signing of the letter of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the letter, Mr. Paikin can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Paikin can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 17, 2014, the Company accepted and received gross proceeds from a director of CAD$8,475 (US$7,500), for the exercise of 50,000 stock options at $0.15 into 50,000 common shares of the Company.

On April 17, 2014, 651,045 warrants from previous private placements were exercised into 651,045 common shares of the Company for net proceeds of US$110,209.

On April 24, 2014 the Company entered into a one year consulting contract with Clark Kent as Media Coordinator for a monthly fee of CAD$2,250 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Kent can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Kent can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Don Shaxon as Ontario Operations Manager for a monthly fee of CAD$3,375 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Shaxon can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Shaxon can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with 490072 Ontario Ltd. operating as HEC Group, wholly owned company by Greg Boone as Human Resources Manager. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Boone or his company can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Boone can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Jason Springett as Master Grower for Ontario Operations for a monthly fee of $3,375 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Springett can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Springett can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with 2342878 Ontario Inc. wholly owned company by Chris Hornung as Assistant Operations Manager. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Hornung or his company can be eligible to receive up to a total of 472,500 common shares of the Company.

On April 30, 2014, 200,000 warrants from previous private placements were exercised into 200,000 common shares of the Company for net proceeds of US$40,000.

On May 3, 2014 the Company entered into a one year consulting contract with Bmullan and Associates wholly owned company by Brian Mullan as Security Consultant. Upon signing of the contract of acceptance the Company issued 45,000 common shares at a deemed price of $0.28. Based on the milestones listed in the contract, Mr. Mullan or his company can be eligible to receive up to a total of 225,000 common shares of the Company.

On May 28, 2014, Enertopia and Lexaria signed a Definitive Agreement. Enertopia and Lexaria each wish to develop a business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, marijuana (the "Business") located in Ontario (the "Property"), and on or about April 10, 2014, the Parties entered a Letter of Intent that set forth the basic terms of a proposed joint venture agreement between Enertopia and Lexaria for those purposes. Enertopia wishes to acquire a license from Health Canada a license to designate Enertopia as a Licensed Producer pursuant to Canada's Marijuana for Medical Purposes Regulations (the "License"). The Parties entered into this Agreement to set out the terms and conditions by which Enertopia does own a 51% interest in the Business and Lexaria does own a 49% interest in the Business; and the terms and conditions on which the Parties will form and operate the joint venture to jointly participate in the Business (the "Joint Venture").

On May 29, 2014, the Company accepted and received gross proceeds of $20,000 for the exercise of 200,000 warrants at $0.10 each into 200,000 common shares of the Company.

On June 2, 2014, the Company signed a 30 day contract for $10,000 with TDM Financial to provide services for original video production, original coverage, network placement of video and article, article and video syndication, email distribution, and reporting.

On June 9. 2014 as per marketing agreement signed with Agoracom on February 27, 2014 for a 12 month contract, the Company made its second quarter payment is $12,500 plus GST by issuing 72,917 common shares of the Company at a market price of $0.18 per share.

On July 1, 2014, the Company has entered into a one year services agreement with TDM Financial for $120,000 payable in common shares of the Company. TDM Financial will provide marketing solutions and strategies to the Company. Upon the signing of the contract with TDM Financial, the Company issued 750,000 common stock of the Company at a deemed price of $0.16 for the term of the agreement.

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration and/or development, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve months ending May 31, 2014 other than office computers, furnishings, and communication equipment as required.

Corporate Offices

The address of our principal executive office is Suite 950, 1130 West Pender Street, Vancouver, British Columbia V6E 4A4. Our telephone number is (604) 602-1675. We have another office located in Kelowna. Our current locations provide adequate office space for our purposes at this stage of our development.

Employees

We primarily used the services of sub-contractors and consultants for our intended business operations. Our only technical employee is Mr. McAllister, our president and a director.

We entered into a consulting agreement with Mr. Robert McAllister on December 1, 2007. During the term of this agreement, Mr. McAllister is to provide corporate administration and consulting services, such duties and responsibilities to include provision of oil and gas industry consulting services, strategic corporate and financial planning, management of the overall business operations of the Company, and supervising office staff and exploration and oil & gas consultants. Mr. McAllister is reimbursed at the rate of $2,000 per month. On December 1, 2008, the consulting fee was increased to $5,000 per month. We may terminate this agreement without prior notice based on a number of conditions. Mr. McAllister may terminate the agreement at any time by giving 30 days written notice of his intention to do so. Effective March 1, 2014, the Company entered into a new Management Consulting Agreement replacing the original agreement with a consulting fee of $6,500 plus GST per month.

On October 9, 2009, the Company entered into a consulting agreement with BKB Management Ltd, a corporation organized under the laws of the Province of British Columbia. BKB Management controlled by the chief financial officer of the Company. A fee of CAD$4,675 including GST was paid per month. We may terminate this agreement without prior notice based on a number of conditions. BKB Management Ltd. may terminate the agreement at any time by giving 30 days written notice of his intention to do so. Effective April 1, 2011, the fee is CAD$5,500 plus GST. Effective March 1, 2014, the Companyt entered into a new Management Consulting Agreement replacing the original agreement with a consulting fee of CAD$7,500 plus GST per month.

We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed. However, with project advancements in the medical marijuana and if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Long-Lived Assets

Long-term assets of the Company are reviewed for impairment when circumstances indicate the carrying value may not be recoverable in accordance with the guidance established in ASC 360, “Property, Plant and Equipment’. For assets that are to be held and used, an impairment loss is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value. Fair values are determined based on discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.

Revenue Recognition

Oil and natural gas revenues are recorded using the sales method whereby our Company recognizes oil and natural gas revenue based on the amount of oil and gas sold to purchasers when title passes, the amount is determinable and collection is reasonably assured. Actual sales of gas are based on sales, net of the associated volume charges for processing fees and for costs associated with delivery, transportation, marketing, and royalties in accordance with industry standards. Operating costs and taxes are recognized in the same period of which revenue is earned.

Going Concern

We have suffered recurring losses from operations. The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations.

The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Recently Issued Accounting Standards

In March 2013, the Financial Accounting Standards Board ( “FASB”) issued Accounting Standards Update ("ASU") 2013-05, "Foreign Currency Matters (Topic 830); Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This guidance applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. ASU No. 2013-05 is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We will adopt this guidance beginning with our fiscal quarter starting from March 1, 2014. We are currently reviewing the provisions of ASU No. 2013-05 on our consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This new guidance provides specific financial statement presentation requirements of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit in those circumstances should be presented as a reduction to the deferred tax asset. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

Results of Operations – Three Months Ended May 31, 2014 and 2013

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended May 31, 2014, which are included herein.

Our operating results for the three months ended May 31, 2014, for the three months ended May 31, 2013 and the changes between those periods for the respective items are summarized as follows:

						Change Between
						Three Month Period
		Three Months Ended		Three Months Ended		Ended
		May 31,		May 31,		May 31, 2014 and May
		2014		2013		31, 2013
Revenue (cost recovery)	$	Nil	$	Nil	$	Nil
Other (income) expenses		(326,201		140,980		(467,181)
General and administrative		1,298,883		79,886		1,218,997
Interest expense		1,032		1,287		255
Consulting fees		1,087,592		46,282		1,041,310
Exploration expenses		Nil		Nil		Nil
Professional Fees		48,249		13,401		34,848
Net income (loss)		(972,682)		(220,866)		(751,816)

Our accumulated losses increased to $7,569,552 at May 31, 2014. Our financial statements report a net loss of $972,682 for the three-month period ended May 31, 2014, compared to a net loss of $220,866 for the three-month period ended May 31, 2013. Our net losses have increased by $751,816 for the three month period ended May 31, 2014, our general and administrative expenses were higher by $1,218,997 for May 31, 2014 compared to May 31, 2013. The increase was largely due to higher consulting and stock based compensation costs of $1,218,997 for the three month period ended May 31, 2014, compared to $46,282 for May 31, 2013. These increased costs were largely due to new consulting contracts and granting stock options to various consultants. In addition the Company incurred increased costs of $34,886 for advertising, $30,055 for investor relations, $25,624 for rent, $15,045 for fees, $23,104 for training and conference, $22,050 for travel and $48,249 in professional fees for the three month period ended May 31, 2014. The Company’s expenses were higher for the three month period ended May 31, 2014 by $751,816 compared to the same time last year. These increased costs are due to the Company’s entrance into the Medical Marijuana business sector, and thus entering into definitive joint venture agreements and letter of intents. Additional costs have been incurred by having new advisors and consultants join the Company. Other income increased to 326,201 for the three month period ended May 31, 2014 compared to an expense of $140,980 for May 31, 2013. The increase is from the issuance of Lexaria common shares to the Company with respect to the two definitive joint venture agreements that have been entered into.

Results of Operations –Nine Months Ended May 31, 2014 and 2013

The following summary of our results of operations should be read in conjunction with our financial statements for the nine months ended May 31, 2014, which are included herein.

Our operating results for the nine months ended May 31, 2014, for the nine months ended May 31, 2013, and the changes between those periods for the respective items are summarized as follows:

						Change Between
						Nine Month Period
		Nine Months Ended		Nine Months Ended		Ended
		May 31,		May 31,		May 31, 2014
		2014		2013		and May 31, 2013
Revenue (cost recovery)	$	Nil	$	Nil	$	Nil
Other (income)/expenses		(240,624)		135,791		(376,415)
General and administrative		1,685,519		276,182		1,419,337
Interest expense		4,256		5,534		(1,278)
Renewable energy		Nil		Nil		Nil
Consulting fees		1,278,397		148,189		1,130,208
Exploration Expenses		Nil		13,380		(13,380)
Professional Fees		80,695		50,903		29,792
Net income (loss)		(1,444,895)		(411,973)		(1,032,922)

Our accumulated losses increased to $7,569,552 as at May 31, 2014. Our financial statements report a net loss of $1,444,895 for the nine months period ended May 31, 2014 compared to a net loss of $411,973 for the nine months period ended May 31, 2013. Overall our losses have increased substantially over the nine month period primarily due to the increased costs in investor relations, travel, advertising, professional fees, consulting fees, travel, and conferences. The increased costs are associated with the medical marijuana business sector. The Company has entered into various joint venture agreements, advisor and consulting agreements which has increased our costs. Other income increased to 240,812 for the three month period ended May 31, 2014 compared to an expense of $135,791 for May 31, 2013. The increase is from the issuance of Lexaria common shares to the Company with respect to the two definitive joint venture agreements that have been entered into.

As at May 31, 2014, we had $315,910 in current liabilities. Our net cash used in operating activities for the nine months ended May 31, 2014 was $823,570 compared to $70,516 used in the nine months ended May 31, 2013. The increase in cash used in operating activities was in increased expenses due to the entrance into the medical marijuana business operations with respect to various agreements the Company has signed and in the development of the business. Our accumulated losses increased to $7,569,552 as at May 31, 2014.

Our total liabilities as of May 31, 2014 were $315,910 as compared to total liabilities of $525,918 as of August 31, 2013. The decrease of the liabilities is due to paying down our accounts payable and the amounts due to related parties which is primarily for accrued consulting fees for the CEO and CFO of the Company. Additionally, the Company was able to pay back the short-term debt owed to the CEO.

Liquidity and Financial Condition

Working Capital

		At May 31,			At August 31,
		2014			2013
Current assets	$	1,961,637		$	54,469
Current liabilities		(315,910	)		(525,918	)
Working capital (deficiency)	$	1,645,727		$	(471,449	)

Cash Flows

		Nine Months Ended
		May 31			May 31
		2014			2013
Cash flows (used in) operating activities	$	(823,570	)	$	(70,516	)
Cash flows (used in) investing activities		(964,996	)		(40,000	)
Cash flows (used in) financing activities		3,003,124			100,400
Net increase (decrease) in cash during period	$	1,214,558		$	(10,116	)

Operating Activities

Net cash used in operating activities was $823,570 in the nine months ended May 31, 2014 compared with net cash used in operating activities of $70,516 in the same period in 2013. The increase in cash used mostly results from increased operating costs incurred in the current period from the medical marijuana business operations.

Investing Activities

Net cash used in investing activities was $964,996 in the nine months ended May 31, 2014, compared to net cash used in investing activities of $40,000 in the same period in 2013. The change in cash used in investing activities is attributable to the acquisitions made in the World of Marihuana Productions Ltd. and in Green Canvas Ltd.

Financing Activities

Net cash provided by financing activities was $3,003,124 in the nine months ended May 31, 2014 compared to $100,400 in the same period in 2013. Cash provided in 2014 was from private placement financings, warrant exercises and stock option exercise.

Revenue comparisons for the Quarter ended May 31, 2014 compared to the quarter ended May 31, 2013

For the nine-month period ended May 31, 2014, the Company had $Nil in revenues compared to $Nil in revenues for the same nine-month period in the prior year. The Company has generated $406,461 in revenues from inception on November 24, 2004 to May 31, 2014.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

As of May 31, 2014, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2014, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this prospectus includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this prospectus that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

Risks Associated with Business

No Assurance of Profitability

Our renewable energy business and Medical Marihuana (MMJ) operations are in the start-up stage only, and are unproven. We may not be successful in implementing our business plan to become profitable. There may be less demand for our services than we anticipate. There is no assurance that these businesses will succeed.

Changing Consumer Preferences

The decision of a potential client to undergo an environmental audit or review may be based on ethical or commercial reasons. In some instances, or with certain businesses, there may be no assurance that an environmental review will result in any cost savings or increased revenues. As such, unless the ethical consideration is also a material factor, there may be no incentive for such businesses to undertake an environmental review. Changes in consumer and commercial preferences, or trends, toward or away from environmental issues may impact on businesses’ decisions to undergo environmental reviews. MMJ sector offers many choices for MMJ patients and their can be no assurance that the product supplied by the Company and or its partners will be successful in market penetration.

General Economic Factors

The willingness of businesses to spend time and money on energy efficiency may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of businesses incurring costs toward what some businesses may consider a discretionary expense item. Willingness by MMJ patients to continue to buy MMJ products may be dependant upon general economic conditions and any material downturn may reduce the potential profitability of the MMJ business sector.

Factors Affecting Operating Results

Our operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, governmental changes and market acceptance of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating results.

Competition

There are virtually no barriers to entry in the MMJ business sector, solar PV, solar thermal and energy recovery business sectors. As it is largely unregulated, we may face growing competition from any number of persons or firms who are, or who hold themselves out to be, competitors in this field.

Quality of Service/Industry Practices

Demand for our services may be adversely affected if consumers lose confidence in the quality of our services or the industry’s practices. Adverse publicity may discourage businesses from buying our services and could have a material adverse effect on our financial condition and results of operations.

Unethical Business Practices

We may suffer negative publicity if we, any third party contractors we may engage, or any of our customers for whom we have implemented changes, are found to engage in any environmentally insensitive practices or other business practices that are viewed as unethical.

No Significant Customers

We currently have no long-term agreements with any customers. Many of our services may be provided on a “onetime” basis. Accordingly, we will require new customers on a continuous basis to sustain our operations.

Fixed Price Contracts

Fixed price contracts require the service provider to perform all agreed services for a specified lump-sum amount. We anticipate a material percentage of our services will be performed on a fixed price basis. Fixed price contracts expose us to some significant risks, including under-estimation of costs, ambiguities in specifications, unforeseen costs or difficulties, and delays beyond our control. These risks could lead to losses on contracts which may be substantial and which could adversely affect the results of our operations.

Effectiveness and Efficiency of Advertising and Promotional Expenditures

The future growth and profitability of our clean energy business and MMJ sectors will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our services, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

Human Resources

We will depend on our ability to attract, retain and motivate our management team, consultants and other employees. There is strong competition for qualified technical and management personnel in the renewable energy sector, and it is expected that such competition will increase. Our planned growth will place increased demands on our existing resources and will likely require the addition of technical personnel and the development of additional expertise by existing personnel. There can be no assurance that our compensation packages will be sufficient to ensure the continued availability of qualified personnel who are necessary for the development of our business.

We have a limited operating history with losses and we expect the losses to continue, which raises concerns about our ability to continue as a going concern.

We have generated minimal revenues since our inception and will, in all likelihood, continue to incur operating expenses with minimal revenues until we are able to successfully develop our business. Our business plan will require us to incur further expenses. We may not be able to ever become profitable. These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage.

We will require additional financing to develop our business plan.

Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.

We may not be able to obtain all of the licenses necessary to operate our business.

Our operations may require licenses and permits from various governmental authorities to build and install alternative energy systems or to conduct energy retrofits and build MMJ operations. We believe that we will be able to obtain all necessary licenses and permits under applicable laws and regulations for our operations and believe we will be able to comply in all material respects with the terms of such licenses and permits. However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits.

Changes in environmental regulations.

We believe that we currently comply with existing environmental laws and regulations affecting our proposed operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry in the past and additional changes may occur in the future.

Our operations may be subject to environmental laws, regulations and rules promulgated from time to time by government. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means stricter standards and enforcement. Fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance with changes in governmental regulations has potential to reduce the profitability of operations. We intend to comply with all environmental regulations in the United States and Canada.

If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price.

Our success depends in large part on the continued services of our executive officers and third party relationships. We currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to attract and retain highly skilled personnel, including technical personnel, to accommodate our exploration plans and to replace personnel who leave. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.

Risks Associated with the Shares of Our Company

Trading on the Pink OTC may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the Pink OTC service of the Financial Industry Regulatory Authority. Trading in stock quoted on the Pink OTC is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the Pink OTC is not a stock exchange, and trading of securities on the Pink OTC is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

Because we do not intend to pay any dividends on our shares, investors seeking dividend income or liquidity should not purchase our shares.

We have not declared or paid any dividends on our shares since inception, and do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not invest in our shares.

Because we can issue additional shares, purchasers of our shares may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 200,000,000 shares. The board of directors of our company have the authority to cause us to issue additional shares, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

Other Risks

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada, or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 200,000,000 shares of common stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

Our By-laws do not contain anti-takeover provisions, which could result in a change of our management and directors if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

As a result of a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our directors and officers.

Other than our operations offices in Vancouver and Kelowna, British Columbia, we do not currently maintain a permanent place of business within the United States. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities Holders

None.

Item 5. Other Information

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.

Item 6. Exhibits

Exhibit	Description
Number
	(i) Articles of Incorporation; and (ii) Bylaws
	3.1*	Articles of Incorporation
	3.2*	Bylaws
	4.1*	Specimen ordinary share certificate
	10.1	Amended Consulting agreement dated June 18, 2014 with Jeff Paikin
	10.2	Amended Consulting agreement dated June 18, 2014 with Don Shaxon
	10.3	Amended Consulting agreement dated June 18, 2014 with Clark Kent
	10.4	Amended Consulting agreement dated June 18, 2014 with Greg Boone
	10.5	Amended Consulting agreement dated June 18, 2014 with Jason Springett
	31.1	Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications
	31.2	Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications
	32.1	Section 1350 Certifications
	32.2	Section 1350 Certifications
	*Incorporated by reference to same exhibit filed with the Company's Registration Statement on Form SB- 2 dated
	January 10, 2006.

**Certain parts of this document have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERTOPIA CORP.
By:	/s/ " Robert McAllister "
	Robert McAllister,
	President (Principal Executive Officer)
	10/07/2014
By:	/s/ "Bal Bhullar"
	Bal Bhullar,
	Chief Financial Officer
	10/07/2014

EX-10.1

Mr. Jeff Paikin
400-69 John St. South
Hamilton, ON L8N 2B9
P - 905-777-0000

June 17, 2014

Dear Mr. Paikin,

This letter confirms your appointment to, and your acceptance of, your role as a member of Enertopia Corp.'s Advisory Board for a period of not less than one year, but to be determined by certain performance thresholds as noted below.

As an advisor to Enertopia Corp, you agree to make available to the Board of Directors of Enertopia and to myself as President/CEO of Enertopia, your time and expertise as required to assist us to evaluate opportunities and procedures in the legal marijuana sector. We would expect your expertise in the areas of project evaluation; building selection; finance and such other areas as you feel best represent your abilities.

In return for your agreeing to assist us in this manner, we will pay to you the following schedule of compensation for your participation on our Advisory Board, to a total of 1,350,000 restricted common shares. Any/all shares issued must be in compliance with all Canadian and US regulations, and you must remain a member of our Advisory Board at the time of each compensation award.

The table below represents milestones to be achieved at the building location known to you and to Enertopia Corp, but not disclosed herein due to reasons of competitiveness within the industry. It is understood that the plant will be outfitted and designed to produce medical marijuana under Health Canada’s MMPR program.

Shares On Signing	Shares On Municipal Approval	Shares on Health Canada “Comfort Letter”	Shares On  Health Canada Approval	Shares on First Harvest	Shares on  $5,000,000 in Plant Revenue
90,000 (Paid)	135,000	270,000	315,000	270,000	270,000

We very much appreciate your time and expertise and believe you can make a valuable contribution to Enertopia's success.

If this is acceptable to you, please sign this letter as specified below, and return to me via scan at mcallister@enertopia.com or kameo300@gmail.com at your earliest convenience.

Yours Truly,

Robert McAllister
President / CEO
Enertopia Corp

________________________
Accepted: Jeff Paikin

EX-10.2

CONSULTING AGREEMENT

THIS AGREEMENT is made effective this 17^th day of June, 2014 and AMENDS an agreement that was entered into on or about April 24, 2014.

BETWEEN:

Enertopia Corp., a body corporate duly incorporated under the laws of the State of Nevada, and having an office at 950-1130 W Pender St, Vancouver BC, V6E 4A4, and/or its wholly owned subsidiary 8845301 Canada Inc, a body corporate duly incorporated under the laws of Canada and having an office at 950-1130 W Pender St, Vancouver BC, V6E 4A4

(hereinafter together or separately called the "Company")

OF THE FIRST PART

AND:

Don Shaxon, an individual in the Province of Ontario residing at 3129 Centennial Drive, Burlington, L7M 1B8

(hereinafter called the "Consultant")

OF THE SECOND PART

WHEREAS:

A. Consultant agrees to serve as Ontario Operations Manager to the Company and to provide services as described below, effective April 24^th, 2014;

B. The Company is desirous of retaining the consulting services of the Consultant as Ontario Operations Manager, on a contract basis and the Consultant has agreed to serve the Company as an independent contractor upon the terms and conditions hereinafter set forth;

FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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1. The Consultant shall provide Operations Manager services and report to the CEO/President/CFO of the Company, and perform such tasks in general including but not limited to the following:

Policies

The Consultant is expected to be intimately familiar with the MMPR, which can be found at http://www.laws-lois.justice.gc.ca/eng/regulations/SOR-2013-119/. The Consultant will establish policies and procedures that align with the Company’s overall goals and objectives. The Consultant will implement standards of performance, safety policies and procedures and makes policy changes as necessary. The Consultant will consult with executives to whom he reports, to ensure policies adhere to local and federal regulations, insurance requirements and all legalities regardless of whether they be municipal, provincial, or federal.

Financials

With other top executives, the Consultant will develop financial budgets for the facilities the Consultant oversees. The Consultant will develop construction budgets and timelines and communicate these to the executives to whom he reports. The Consultant will review sales data, production and activity reports, financial statements and other information to ensure financial goals are achieved. The Consultant will be tasked to find ways to reduce operational costs and increase revenues. The Consultant will plan long-term financial goals for those facilities the Consultant oversees.

Management

The Consultant will direct all human resources and management activities, including determining staff needed to accomplish goals, select and hire new employees and assign responsibilities to the entire staff. The Consultant will oversee and manage goods used to produce medical marijuana at the facility such as sales merchandise, inventory or production materials. Operations managers also authorize, approve, and be responsible for all vendor and contract services for the facility.

Production

The Consultant will design, formulate, and implement the most advantageous, cost effective, and profitable marijuana grow and production facility possible, in accordance with best practices and always compliant with the Health Canada MMPR program. The Consultant will be responsible for developing, practicing and enforcing all inventory control policies, employee safeguards and employee control programs when they are under the overall control of the Company.

a) General Services. The Consultant shall serve the Company (and/or such subsidiary or subsidiaries of the company as the Company may from time to time require) in such consulting capacity or capacities as may from time to time be determined by resolution of the Board of Directors or senior management of the Company and shall perform such duties and exercise such powers as may from time be determined by resolution of the Board of Directors, as an independent contractor. The Consultant will work as needed with lawyers, partners, shareholders and other stakeholders as required by the Company.

 

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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b) Contact Information. Prospective investor, partner, client, and shareholder information that is gathered and created by Consultant during the contract period shall become the property of the Company as it is utilized for the business purposes of the Company. Consultant is required to provide a copy of all such data to Company on a monthly basis by electronic file records.

2. By virtue of this Agreement, the Company is expecting, and Consultant is accepting, the responsibility of working in a full-time managerial role which is not expected to average less than 40 hours per week, on behalf of the Company. Some weeks Consultant may be required to work more than 40 hours in order to fulfill the terms of this Agreement.

3. During the time that this Agreement remains in effect, the Consultant shall not act in any capacity whatsoever, directly or indirectly for or for the betterment of any other non-joint-ventured company, partnership, or project that competes within North America within the same industry sector, without the Company’s prior written consent; with the sole permitted exception being the Consultant’s existing relationship with Chlormet Technologies /AAA Heidelberg (“CMT”). The Consultant agrees that he shall maintain his relationship to CMT in a manner which does not compromise his responsibilities nor knowledge of the Company; does not compromise any information as described in Section 11 of this Agreement; and further agrees that he shall not raise capital for CMT nor participate in day-to-day management of CMT outside of assisting in placing initial staff and responding to infrequent requests for advice from CMT management.

4. The basic remuneration of the Consultant for its services hereunder shall be at the rate of three thousand three hundred and seventy five dollars (CDN$3,375) per month plus GST, together with any such increments or bonuses thereto as the CEO or the Board of Directors of the Company may from time to time determine, payable the 30th day of each calendar month. The Company will negotiate in good faith with the Consultant a profit-sharing bonus once the facility is operational, designed to reward the Consultant for production goals yet to be established. The basic compensation covers that time required by the Consultant to fulfill his tasks.

5. As described herein, awards of restricted shares of common stock to be issued in separate certificate form (the "Shares" or “Share”) shall be made based upon the required events and thresholds being achieved. The first Share award was made upon the mutual signing and execution of the original agreement (Paid). The production facility is located in a municipality that has not yet given formal approval permitting marijuana production in accordance with the Health Canada MMPR; and the Consultant shall receive the second Share award once the municipality has given such approval. The third Share award shall be made when Health Canada has sent an “Approval to Build” letter to the Company, granting conditional acceptance of the building plans. The fourth Share award shall be made when Health Canada has granted an MMPR license to the facility while it is co-owned by the Company. The fifth Share award shall be made when the first commercial harvest from the facility has been completed by the Company – a commercial harvest excludes test growing or non-commercial quantities. And a sixth Share award shall be made when the facility has reached CDN$5,000,000 in accumulated sales of medical marijuana grown within the facility on behalf of the Company.

 

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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Shares On Signing	Shares On Municipal Approval	Shares on Health Canada “Comfort Letter”	Shares On Health Canada License	Shares on First Commercial Harvest	Shares on $5,000,000 in Plant Revenue
90,000 (Paid)	135,000	270,000	315,000	270,000	270,000

6. The issuance of the Shares to the Consultant will be made in reliance on an exemption from the prospectus filing requirements contained in section 2.24 of National Instrument 45-106 and the exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the right to request from the Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Shares.

a) The certificates representing the Shares to be issued to the Consultant will be affixed with legends in substantially the following form, describing such restrictions:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

7. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Shares that:

a)

in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Consultant’s ability to resell any of the Shares in Canada under applicable provincial securities laws;

b)

the Consultant understands and agrees none of the Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws;

 

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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c)	the Consultant is not a U.S. Person (as such term is defined in Regulation S of the 1933 Act) and is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person;
d)	is outside the United States when receiving and executing this Agreement;
e)	the Consultant understands and agrees that offers and sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
f)	the Consultant acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Consultant may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and
g)	hedging transactions involving the Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.

8. The Consultant shall be responsible for the payment of its income and other taxes and other remittances including but not limited to any form of insurance as shall be required by any governmental entity (including but not limited to EI, WCB, and federal and provincial income taxes) with respect to compensation paid by the Company to the Consultant and nothing in this Agreement implies or creates a relationship of employment.

9. The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or company of which more than 50% of the outstanding shares carrying voting rights at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the Board of Directors of such corporation or company) are for the time being owned by or held for the Company and/or any other corporation or company in like relation to the Company and include any corporation or company in like relation to a subsidiary.

10. The Consultant shall be reimbursed for all travelling and other expenses actually and properly incurred by it in connection with its duties hereunder, not including commuting to the office that is the normal place of business. For all such expenses the Consultant shall furnish to the Company statements, receipts and vouchers for such out-of-pocket expenses on a monthly basis. The Consultant is pre-authorized to incur up to $500 per month, cumulatively, in relevant expenses.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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Amounts over $500 per month must be pre-approved by management of the Company or will be disallowed. Both parties recognize that as the financial condition of the Company improves or deteriorates, this amount may be increased or decreased without making changes to this document, provided the Company makes Consultant aware of the changed amount.

11. The Consultant shall not, either during the continuance of its contract hereunder or at any time thereafter, disclose the private affairs of the Company and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its subsidiary or subsidiaries, to any person other than the Directors of the Company and/or its subsidiary or subsidiaries or for the Company's purposes and shall not (either during the continuance of its contract hereunder or at any time thereafter) use for its own purposes or for any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company and/or its subsidiary or subsidiaries, unless required by law. Proprietary Information as that term is used herein shall consist of all knowledge, data and information which the Consultant may acquire from the documents and information disclosed to it by the Company, its employees, attorneys, consultants, independent contractors, clients or representatives whether orally, in written or electronic form or on electronic media including, by way of example and not by limitation, any products, customer lists, supplier lists, marketing techniques, technical processes, formulae, inventions or discoveries (whether patentable or not), innovations, suggestions, ideas, reports, data, patents, trade secrets and copyrights, made or developed by the Company and related data and information related to the conduct of the business of the Company. Proprietary Information shall also include discussions with officers, directors, employees, independent contractors, attorneys, consultants, clients, finance sources, customers or representatives and the fact that such discussions are taking place. Proprietary Information shall not be directly or indirectly disclosed to any other person without the prior written approval of the Company. Proprietary Information shall not include matters of general public knowledge, information legally received or obtained by the Consultant from a third party or parties without a duty of confidentiality, and information independently known or developed by the Consultant without the assistance of the Company.

12. All contacts that the Consultant discusses Company business with, will thereafter also be the property of the Company and all contact information must be provided to the Company on an ongoing basis.

13. The Consultant shall well and faithfully serve the Company or any subsidiary as aforesaid during the continuance of its contract hereunder and use its best efforts to promote the interests of the Company.

14. This Agreement may be terminated forthwith by the Company or Consultant without prior notice if at any time:

a)	The Company or Consultant shall commit any material breach of any of the provisions herein contained; or
b)	The Company or Consultant shall be guilty of any misconduct or neglect in the discharge of its duties hereunder; or
c)	The Company or Consultant shall become bankrupt or make any arrangements or composition with its creditors; or

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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d)	The Principals of the Company or Consultant shall become of unsound mind or be declared incompetent to handle his own personal affairs; or
e)	The Company or Consultant shall be convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board of Directors of the Company, does not affect their position as a Consultant or a director of the Company.

This Agreement may also be terminated by either party upon sixty (60) days written notice to the other. Should the Company terminate this agreement for a reason not enumerated in items 14(a), 14(b), 14(c), 14(d), or 14(e), Consultant will be entitled to all remuneration, as it relates to transactions which were in process but had not yet closed at the date of his termination, to which he would have otherwise been entitled for a period of 60 days after the date of his termination.

15. In the event this Agreement is terminated by reason of default on the part of the Consultant or the written notice of the Company, then at the request of the Board of Directors of the Company, the Consultant shall cause Consultant to forthwith resign any position or office which he then holds with the Company or any subsidiary of the Company. The provisions of Paragraph 11 shall survive the termination of this Agreement for a period of 2 years thereafter.

16. In the event that Municipal Approval for zoning and to build/operate the facility is NOT granted by July 8, 2014, as is currently expected, this Agreement is subject to a 15-day renegotiation period during which time the likelihood of Municipal Approval can be assessed, or cancellation by the Company if an approved location cannot be secured.

17. The services to be performed by the Consultant pursuant hereto are personal in character, to be performed by Mr. Don Shaxon, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the Consultant without the previous written consent of the Company.

18. Any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the agreement between the Consultant and the Company are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such previous agreements.

19. Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if delivered to the Consultant personally or mailed by registered mail, postage prepaid, addressed to the Consultant as its last residential address known to the Company. Provided any such notice is mailed via guaranteed overnight delivery, as aforesaid shall be deemed to have been received by the Consultant on the first business day following the date of mailing. Any notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail, postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have been received by the Company on the first business day following the date of mailing provided such mailing is sent via guaranteed overnight delivery. Any such address for the giving of notices hereunder may be changed by notice in writing given hereunder.

20. The provisions of this Agreement shall enure to the benefit of and be binding upon the Consultant and the successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or substantially all of the assets or business of the Company.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 8 -

21. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the provisions of this Agreement.

22. This Agreement is being delivered and is intended to be managed from the Province of British Columbia and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such Province. Similarly no provision within this contract is deemed valid should it conflict with the current or future laws of the United States of America or current or future regulations set forth by the United States Securities and Exchange Commission, the British Columbia Securities Commission, or the Ontario Securities Commission. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom or which enforcement of any waiver, change, modification or discharge is sought.

23. This Agreement and the obligations of the Company herein are subject to all applicable laws and regulations in force at the local, State, Province, and Federal levels in both Canada and the United States. In the event that there is an employment dispute between the Company and Consultant, Consultant agrees to allow it to be settled according to applicable Canadian law in an applicable British Columbia jurisdiction.

24. Any and all potential or actual common share award or stock option award will be in compliance with all applicable regulations in the USA and Canada.

25. This contract will expire on June 16, 2015 unless renewed or extended by mutual written consent of both parties prior to that date.

     IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 9 -

SIGNED by:	DATED:
	June 17, 2014
Robert McAllister,
President and CEO,
Enertopia Corp
SIGNED by:
	DATED:
Don Shaxon
Ontario Operations Manager

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

EX-10.3

CONSULTING AGREEMENT

THIS AGREEMENT is made effective this 17^th day of June, 2014 and AMENDS an agreement that was entered into on or about April 24, 2014.

BETWEEN:

Enertopia Corp., a body corporate duly incorporated under the laws of the State of Nevada, and having an Office at 950-1130 W Pender St, Vancouver BC, V6E 4A4; and/or its wholly owned subsidiary 8845301 Canada Inc, a body corporate duly incorporated under the laws of Canada and having an office at 950-1130 W Pender St, Vancouver BC, V6E 4A4

(hereinafter together or separately called the "Company")

OF THE FIRST PART

AND:

Current Market Communications & Associates Inc. a body corporate duly incorporated under the laws of the Province of Ontario, and having an office at 65 Queen St. West, Suite 510, Toronto, Ontario, M5H 2M5

(hereinafter called the "Consultant")

OF THE SECOND PART

WHEREAS:

A. Consultant agrees to serve as Media Coordinator to the Company and to provide services as described below, effective April 24^th, 2014;

B. The Company is desirous of retaining the consulting services of the Consultant as Media Coordinator, on a contract basis and the Consultant has agreed to serve the Company as an independent contractor upon the terms and conditions hereinafter set forth;

FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 2 -

1. The Consultant shall provide Media Coordinator services and report to the CEO/President of the Company, and perform such tasks in general including but not limited to the following:

Analyse the media and communication needs of the Company on an ongoing basis and recommend, create, edit and update on an ongoing basis various media including video clips and video interviews; Company powerpoints; letters; graphics; booth presentation materials; and any and all other communications programs and mediums. Communicate on the Company’s behalf directly with interested parties to deliver the Company’s message and branding, relieving the Company President or CEO of the task when possible. Strategize, arrange and obtain where possible, outside media coverage of the Company through Internet; Television, Newspaper and Radio and other sources.

a)

General Services. The Consultant shall serve the Company (and/or such subsidiary or subsidiaries of the company as the Company may from time to time require) in such consulting capacity or capacities as may from time to time be determined by resolution of the Board of Directors or senior management of the Company and shall perform such duties and exercise such powers as may from time be determined by resolution of the Board of Directors, as an independent contractor. The Consultant will work as needed with lawyers, partners, shareholders and other stakeholders as required by the Company.

b)

Contact Information. Prospective investor, partner, client, and shareholder information that is gathered and created by Consultant during the contract period shall become the property of the Company as it is utilized for the business purposes of the Company. Consultant is required to provide a copy of all such data to Company on a monthly basis by electronic file records.

2. By virtue of this Agreement, the Company is expecting, and Consultant is accepting, the responsibility of working an irregular schedule and quantity of time on behalf of the Company. Some weeks Consultant may be required to work more than 30 hours and some weeks Consultant may be required to work fewer than 10 hours in order to fulfill the terms of this Agreement. During the time that this Agreement remains in effect, the Consultant shall not act in any capacity whatsoever, directly or indirectly for or for the betterment of any other non-joint-ventured company, partnership, or project that competes within North America within the sector of medical marijuana, without the Company’s prior written consent.

3. The basic remuneration of the Consultant for its services hereunder shall be at the rate of two thousand two hundred and fifty dollars (CDN$2,250) per month plus GST, together with any such increments or bonuses thereto as the CEO or the Board of Directors of the Company may from time to time determine, payable the 30th day of each calendar month. The Company will negotiate in good faith with the Consultant a profit-sharing bonus once the facility is operational, designed to reward the Consultant for production goals yet to be established. The basic compensation covers that time required by the Consultant to fulfill his tasks.

4. As described herein, awards of restricted shares of common stock to be issued in separate certificate form (the "Shares" or “Share”) shall be made based upon the required events and thresholds being achieved. The first Share award was made upon the mutual signing and execution of the original agreement (Paid). The production facility is located in a municipality that has not yet given formal approval permitting marijuana production in accordance with the Health Canada MMPR; and the Consultant shall receive the second Share award once the municipality has given such approval. The third Share award shall be made when Health Canada has sent an “Approval to Build” letter to the Company, granting conditional acceptance of the building plans. The fourth Share award shall be made when Health Canada has granted an MMPR license to the facility while it is co-owned by the Company. The fifth Share award shall be made when the first commercial harvest from the facility has been completed by the Company – a commercial harvest excludes test growing or non-commercial quantities. And a sixth Share award shall be made when the facility has reached CDN$5,000,000 in accumulated sales of medical marijuana grown within the facility on behalf of the Company.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 3 -

Shares On Signing	Shares On Municipal Approval	Shares on Health Canada “Comfort Letter”	Shares On Health Canada License	Shares on First  Commercial Harvest	Shares on $5,000,000 in Plant Revenue
90,000 (Paid)	135,000	270,000	315,000	270,000	270,000

5. The issuance of the Shares to the Consultant will be made in reliance on an exemption from the prospectus filing requirements contained in section 2.24 of National Instrument 45-106 and the exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the right to request from the Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Shares.

a) The certificates representing the Shares to be issued to the Consultant will be affixed with legends in substantially the following form, describing such restrictions:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

6. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Shares that:

a) in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Consultant’s ability to resell any of the Shares in Canada under applicable provincial securities laws;

 

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 4 -

b)	the Consultant understands and agrees none of the Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws;
c)	the Consultant is not a U.S. Person (as such term is defined in Regulation S of the 1933 Act) and is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person;
d)	is outside the United States when receiving and executing this Agreement;
e)	the Consultant understands and agrees that offers and sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
f)	the Consultant acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Consultant may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and
g)	hedging transactions involving the Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.

7. The Consultant shall be responsible for the payment of its income and other taxes and other remittances including but not limited to any form of insurance as shall be required by any governmental entity (including but not limited to EI, WCB, and federal and provincial income taxes) with respect to compensation paid by the Company to the Consultant and nothing in this Agreement implies or creates a relationship of employment.

8. The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or company of which more than 50% of the outstanding shares carrying voting rights at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the Board of Directors of such corporation or company) are for the time being owned by or held for the Company and/or any other corporation or company in like relation to the Company and include any corporation or company in like relation to a subsidiary.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 5 -

9. The Consultant shall be reimbursed for all travelling and other expenses actually and properly incurred by it in connection with its duties hereunder, not including commuting to the office that is the normal place of business. For all such expenses the Consultant shall furnish to the Company statements, receipts and vouchers for such out-of-pocket expenses on a monthly basis. The Consultant is pre-authorized to incur up to $200 per month, cumulatively, in relevant expenses.

Amounts over $200 per month must be pre-approved by management of the Company or will be disallowed. Both parties recognize that as the financial condition of the Company improves or deteriorates, this amount may be increased or decreased without making changes to this document, provided the Company makes Consultant aware of the changed amount.

10. The Consultant shall not, either during the continuance of its contract hereunder or at any time thereafter, disclose the private affairs of the Company and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its subsidiary or subsidiaries, to any person other than the Directors of the Company and/or its subsidiary or subsidiaries or for the Company's purposes and shall not (either during the continuance of its contract hereunder or at any time thereafter) use for its own purposes or for any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company and/or its subsidiary or subsidiaries, unless required by law. Proprietary Information as that term is used herein shall consist of all knowledge, data and information which the Consultant may acquire from the documents and information disclosed to it by the Company, its employees, attorneys, consultants, independent contractors, clients or representatives whether orally, in written or electronic form or on electronic media including, by way of example and not by limitation, any products, customer lists, supplier lists, marketing techniques, technical processes, formulae, inventions or discoveries (whether patentable or not), innovations, suggestions, ideas, reports, data, patents, trade secrets and copyrights, made or developed by the Company and related data and information related to the conduct of the business of the Company. Proprietary Information shall also include discussions with officers, directors, employees, independent contractors, attorneys, consultants, clients, finance sources, customers or representatives and the fact that such discussions are taking place. Proprietary Information shall not be directly or indirectly disclosed to any other person without the prior written approval of the Company. Proprietary Information shall not include matters of general public knowledge, information legally received or obtained by the Consultant from a third party or parties without a duty of confidentiality, and information independently known or developed by the Consultant without the assistance of the Company.

11. All contacts that the Consultant discusses Company business with, will thereafter also be the property of the Company and all contact information must be provided to the Company on an ongoing basis.

12. The Consultant shall well and faithfully serve the Company or any subsidiary as aforesaid during the continuance of its contract hereunder and use its best efforts to promote the interests of the Company.

13. This Agreement may be terminated forthwith by the Company or Consultant without prior notice if at any time:

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 6 -

a)	The Company or Consultant shall commit any material breach of any of the provisions herein contained; or
b)	The Company or Consultant shall be guilty of any misconduct or neglect in the discharge of its duties hereunder; or
c)	The Company or Consultant shall become bankrupt or make any arrangements or composition with its creditors; or
d)	The Principals of the Company or Consultant shall become of unsound mind or be declared incompetent to handle his own personal affairs; or
e)	The Company or Consultant shall be convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board of Directors of the Company, does not affect their position as a Consultant or a director of the Company.

This Agreement may also be terminated by either party upon sixty (60) days written notice to the other. Should the Company terminate this agreement for a reason not enumerated in items 13(a), 13(b), 13(c), 13(d), or 13(e), Consultant will be entitled to all remuneration, as it relates to transactions which were in process but had not yet closed at the date of his termination, to which he would have otherwise been entitled for a period of 60 days after the date of his termination.

14. In the event this Agreement is terminated by reason of default on the part of the Consultant or the written notice of the Company, then at the request of the Board of Directors of the Company, the Consultant shall cause Consultant to forthwith resign any position or office which he then holds with the Company or any subsidiary of the Company. The provisions of Paragraph 10 shall survive the termination of this Agreement for a period of 2 years thereafter.

15. In the event that Municipal Approval for zoning and to build/operate the facility is NOT granted by July 8, 2014, as is currently expected, this Agreement is subject to a 15-day renegotiation period during which time the likelihood of Municipal Approval can be assessed, or cancellation by the Company if an approved location cannot be secured.

16. The services to be performed by the Consultant pursuant hereto are personal in character, to be performed by Mr. Clark Kent, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the Consultant without the previous written consent of the Company.

17. Any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the agreement between the Consultant and the Company are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such previous agreements.

18. Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if delivered to the Consultant personally or mailed by registered mail, postage prepaid, addressed to the Consultant as its last residential address known to the Company. Provided any such notice is mailed via guaranteed overnight delivery, as aforesaid shall be deemed to have been received by the Consultant on the first business day following the date of mailing.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 7 -

Any notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail, postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have been received by the Company on the first business day following the date of mailing provided such mailing is sent via guaranteed overnight delivery. Any such address for the giving of notices hereunder may be changed by notice in writing given hereunder.

19. The provisions of this Agreement shall enure to the benefit of and be binding upon the Consultant and the successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or substantially all of the assets or business of the Company.

20. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the provisions of this Agreement.

21. This Agreement is being delivered and is intended to be managed from the Province of British Columbia and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such Province. Similarly no provision within this contract is deemed valid should it conflict with the current or future laws of the United States of America or current or future regulations set forth by the United States Securities and Exchange Commission, the British Columbia Securities Commission, or the Ontario Securities Commission. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom or which enforcement of any waiver, change, modification or discharge is sought.

22. This Agreement and the obligations of the Company herein are subject to all applicable laws and regulations in force at the local, State, Province, and Federal levels in both Canada and the United States. In the event that there is an employment dispute between the Company and Consultant, Consultant agrees to allow it to be settled according to applicable Canadian law in an applicable British Columbia jurisdiction.

23. Any and all potential or actual common share award or stock option award will be in compliance with all applicable regulations in the USA and Canada.

24. This contract will expire on June 16, 2015 unless renewed or extended by mutual written consent of both parties prior to that date.

     IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.
 

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 8 -

SIGNED by:	DATED:
	June 17, 2014
Robert McAllister,
President and CEO,
Enertopia Corp
SIGNED by:
	DATED:
Clark Kent c/o Current Market
Communications & Associates Inc.
Media Coordinator

 

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

EX-10.4

CONSULTING AGREEMENT

THIS AGREEMENT is made effective this 17^th day of June, 2014 and AMENDS an agreement that was entered into on or about April 24, 2014.

BETWEEN:

Enertopia Corp., a body corporate duly incorporated under the laws of the State of Nevada, and having an Office at 950-1130 W Pender St, Vancouver BC, V6E 4A4; and/or its wholly owned subsidiary 8845301 Canada Inc, a body corporate duly incorporated under the laws of Canada and having an office at 950-1130 W Pender St, Vancouver BC, V6E 4A4

(hereinafter together or separately called the "Company")

OF THE FIRST PART

AND:

490072 Ontario Ltd. Operating as HEC GROUP, a body corporate duly incorporated under the laws of the Province of Ontario, and having an office at 58 King Street West, Suite A, Stoney Creek, Ontario, L8G 1H8

(hereinafter called the "Consultant")

OF THE SECOND PART

WHEREAS:

A. Consultant agrees to serve as Human Resources Manager to the Company and to provide services as described below, effective April 24^th, 2014;

B. The Company is desirous of retaining the consulting services of the Consultant as Human Resources Manager, on a contract basis and the Consultant has agreed to serve the Company as an independent contractor upon the terms and conditions hereinafter set forth;

FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 2 -

1. The Consultant shall provide Human Resources services and report to the CEO/President/CFO of the Company, and perform such tasks in general including but not limited to the following:

Analyse the needs of the Company on an ongoing basis and recommend the most strategic/pressing management and executive positions to be filled or replaced. Source, identify, interview and negotiate consulting/management contracts with executive level and management staff on behalf of the President and Board of Directors. Source and provide and introduce human resource policies and procedures consistent with the needs of a medical marijuana production facility for its plant staff.

a)

General Services. The Consultant shall serve the Company (and/or such subsidiary or subsidiaries of the company as the Company may from time to time require) in such consulting capacity or capacities as may from time to time be determined by resolution of the Board of Directors or senior management of the Company and shall perform such duties and exercise such powers as may from time be determined by resolution of the Board of Directors, as an independent contractor. The Consultant will work as needed with lawyers, partners, shareholders and other stakeholders as required by the Company.

b)

Contact Information. Prospective investor, partner, client, and shareholder information that is gathered and created by the Consultant during the contract period shall become the property of the Company as it is utilized for the business purposes of the Company. The Consultant is required to provide a copy of all such data to Company on a monthly basis by electronic file records.

2. By virtue of this Agreement, the Company is expecting, and the Consultant is accepting, the responsibility of working an irregular schedule and quantity of time on behalf of the Company. Some weeks Consultant may be required to work more than 30 hours and some weeks the Consultant may be required to work zero hours in order to fulfill the terms of this Agreement. During the time that this Agreement remains in effect, the Consultant shall not act in any capacity whatsoever, directly or indirectly for or for the betterment of any other non-joint-ventured company, partnership, or project that competes within North America within the sector of medical marijuana, without the Company’s prior written consent

3. As described herein, awards of restricted shares of common stock to be issued in separate certificate form (the "Shares" or “Share”) shall be made based upon the required events and thresholds being achieved. The first Share award was made upon the mutual signing and execution of the original agreement (Paid). The production facility is located in a municipality that has not yet given formal approval permitting marijuana production in accordance with the Health Canada MMPR; and the Consultant shall receive the second Share award once the municipality has given such approval. The third Share award shall be made when Health Canada has sent an “Approval to Build” letter to the Company, granting conditional acceptance of the building plans. The fourth Share award shall be made when Health Canada has granted an MMPR license to the facility while it is co-owned by the Company. The fifth Share award shall be made when the first commercial harvest from the facility has been completed by the Company – a commercial harvest excludes test growing or non-commercial quantities. And a sixth Share award shall be made when the facility has reached CDN$5,000,000 in accumulated sales of medical marijuana grown within the facility on behalf of the Company.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 3 -

Shares On Signing	Shares On Municipal Approval	Shares on Health Canada “Comfort Letter”	Shares On Health Canada License	Shares on First Commercial Harvest	Shares on $5,000,000 in Plant Revenue
90,000 (Paid)	135,000	270,000	315,000	270,000	270,000

4. The issuance of the Shares to the Consultant will be made in reliance on an exemption from the prospectus filing requirements contained in section 2.24 of National Instrument 45-106 and the exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the right to request from the Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Shares.

a) The certificates representing the Shares to be issued to the Consultant will be affixed with legends in substantially the following form, describing such restrictions:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

5. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Shares that:

a)

in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Consultant’s ability to resell any of the Shares in Canada under applicable provincial securities laws;

b)

the Consultant understands and agrees none of the Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws;

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 4 -

c)	the Consultant is not a U.S. Person (as such term is defined in Regulation S of the 1933 Act) and is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person;
d)	is outside the United States when receiving and executing this Agreement;
e)	the Consultant understands and agrees that offers and sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
f)	the Consultant acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Consultant may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and
g)	hedging transactions involving the Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.

6. The Consultant shall be responsible for the payment of its income and other taxes and other remittances including but not limited to any form of insurance as shall be required by any governmental entity (including but not limited to EI, WCB, and federal and provincial income taxes) with respect to compensation paid by the Company to the Consultant and nothing in this Agreement implies or creates a relationship of employment.

7. The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or company of which more than 50% of the outstanding shares carrying voting rights at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the Board of Directors of such corporation or company) are for the time being owned by or held for the Company and/or any other corporation or company in like relation to the Company and include any corporation or company in like relation to a subsidiary.

8. The Consultant shall be reimbursed for all travelling and other expenses actually and properly incurred by it in connection with its duties hereunder, not including commuting to the office that is the normal place of business. For all such expenses the Consultant shall furnish to the Company statements, receipts and vouchers for such out-of-pocket expenses on a monthly basis. The Consultant is pre-authorized to incur up to $200 per month, cumulatively, in relevant expenses.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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Amounts over $200 per month must be pre-approved by management of the Company or will be disallowed. Both parties recognize that as the financial condition of the Company improves or deteriorates, this amount may be increased or decreased without making changes to this document, provided the Company makes Consultant aware of the changed amount.

9. The Consultant shall not, either during the continuance of its contract hereunder or at any time thereafter, disclose the private affairs of the Company and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its subsidiary or subsidiaries, to any person other than the Directors of the Company and/or its subsidiary or subsidiaries or for the Company's purposes and shall not (either during the continuance of its contract hereunder or at any time thereafter) use for its own purposes or for any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company and/or its subsidiary or subsidiaries, unless required by law. Proprietary Information as that term is used herein shall consist of all knowledge, data and information which the Consultant may acquire from the documents and information disclosed to it by the Company, its employees, attorneys, consultants, independent contractors, clients or representatives whether orally, in written or electronic form or on electronic media including, by way of example and not by limitation, any products, customer lists, supplier lists, marketing techniques, technical processes, formulae, inventions or discoveries (whether patentable or not), innovations, suggestions, ideas, reports, data, patents, trade secrets and copyrights, made or developed by the Company and related data and information related to the conduct of the business of the Company. Proprietary Information shall also include discussions with officers, directors, employees, independent contractors, attorneys, consultants, clients, finance sources, customers or representatives and the fact that such discussions are taking place. Proprietary Information shall not be directly or indirectly disclosed to any other person without the prior written approval of the Company. Proprietary Information shall not include matters of general public knowledge, information legally received or obtained by the Consultant from a third party or parties without a duty of confidentiality, and information independently known or developed by the Consultant without the assistance of the Company.

10. All contacts that the Consultant discusses Company business with, will thereafter also be the property of the Company and all contact information must be provided to the Company on an ongoing basis.

11. The Consultant shall well and faithfully serve the Company or any subsidiary as aforesaid during the continuance of its contract hereunder and use its best efforts to promote the interests of the Company.

12. This Agreement may be terminated forthwith by the Company or Consultant without prior notice if at any time:

a)	The Company or Consultant shall commit any material breach of any of the provisions herein contained; or
b)	The Company or Consultant shall be guilty of any misconduct or neglect in the discharge of its duties hereunder; or
c)	The Company or Consultant shall become bankrupt or make any arrangements or composition with its creditors; or

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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d)	The Principals of the Company or Consultant shall become of unsound mind or be declared incompetent to handle his own personal affairs; or
e)	The Company or Consultant shall be convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board of Directors of the Company, does not affect their position as a Consultant or a director of the Company.

This Agreement may also be terminated by either party upon sixty (60) days written notice to the other. Should the Company terminate this agreement for a reason not enumerated in items 12(a), 12(b), 12(c), 12(d), or 12(e), Consultant will be entitled to all remuneration, as it relates to transactions which were in process but had not yet closed at the date of his termination, to which he would have otherwise been entitled for a period of 60 days after the date of his termination.

13. In the event this Agreement is terminated by reason of default on the part of the Consultant or the written notice of the Company, then at the request of the Board of Directors of the Company, the Consultant shall cause Consultant to forthwith resign any position or office which he then holds with the Company or any subsidiary of the Company. The provisions of Paragraph 9 shall survive the termination of this Agreement for a period of 2 years thereafter.

14. In the event that Municipal Approval for zoning and to build/operate the facility is NOT granted by July 8, 2014, as is currently expected, this Agreement is subject to a 15-day renegotiation period during which time the likelihood of Municipal Approval can be assessed, or cancellation by the Company if an approved location cannot be secured.

15. The services to be performed by the Consultant pursuant hereto are personal in character, to be performed by Mr. Greg Boone, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the Consultant without the previous written consent of the Company.

16. Any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the agreement between the Consultant and the Company are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such previous agreements.

17. Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if delivered to the Consultant personally or mailed by registered mail, postage prepaid, addressed to the Consultant as its last residential address known to the Company. Provided any such notice is mailed via guaranteed overnight delivery, as aforesaid shall be deemed to have been received by the Consultant on the first business day following the date of mailing. Any notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail, postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have been received by the Company on the first business day following the date of mailing provided such mailing is sent via guaranteed overnight delivery. Any such address for the giving of notices hereunder may be changed by notice in writing given hereunder.

18. The provisions of this Agreement shall enure to the benefit of and be binding upon the Consultant and the successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or substantially all of the assets or business of the Company.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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19. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the provisions of this Agreement.

20. This Agreement is being delivered and is intended to be managed from the Province of British Columbia and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such Province. Similarly no provision within this contract is deemed valid should it conflict with the current or future laws of the United States of America or current or future regulations set forth by the United States Securities and Exchange Commission, the British Columbia Securities Commission, or the Ontario Securities Commission. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom or which enforcement of any waiver, change, modification or discharge is sought.

21. This Agreement and the obligations of the Company herein are subject to all applicable laws and regulations in force at the local, State, Province, and Federal levels in both Canada and the United States. In the event that there is an employment dispute between the Company and Consultant, Consultant agrees to allow it to be settled according to applicable Canadian law in an applicable British Columbia jurisdiction.

22. Any and all potential or actual common share award or stock option award will be in compliance with all applicable regulations in the USA and Canada.

23. This contract will expire on June 16, 2015 unless renewed or extended by mutual written consent of both parties prior to that date.

     IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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SIGNED by:	DATED:
	June 17, 2014
Robert McAllister,
President and CEO,
Enertopia Corp
SIGNED by:
	DATED:
Greg Boone c/o HEC Group
Human Resources Manager

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

EX-10.5

CONSULTING AGREEMENT

THIS AGREEMENT is made effective this 17^th day of June, 2014 and AMENDS an agreement that was entered into on or about April 24, 2014.

BETWEEN:

Enertopia Corp., a body corporate duly incorporated under the laws of the State of Nevada, and having an Office at 950-1130 W Pender St, Vancouver BC, V6E 4A4; and/or its wholly owned subsidiary 8845301 Canada Inc, a body corporate duly incorporated under the laws of Canada and having an office at 950-1130 W Pender St, Vancouver BC, V6E 4A4

(hereinafter together or separately called the "Company")

OF THE FIRST PART

AND:

Jason Springett, an individual in the Province of Ontario residing at #3, 869 Whetherfield Street, London, N6H 0A2

(hereinafter called the "Consultant")

OF THE SECOND PART

WHEREAS:

A. Consultant agrees to serve as Master Grower Ontario Operations to the Company and to provide services as described below, effective April 24^th, 2014;

B. The Company is desirous of retaining the consulting services of the Consultant as Master Grower Ontario Operations, on a contract basis and the Consultant has agreed to serve the Company as an independent contractor upon the terms and conditions hereinafter set forth;

FOR VALUABLE CONSIDERATION it is hereby agreed as follows:

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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1. The Consultant shall provide Master Grower services and report to the CEO/President of the Company, and perform such tasks in general including but not limited to the following:

Policies

The Consultant is expected to be intimately familiar with the MMPR, which can be found at http://www.laws-lois.justice.gc.ca/eng/regulations/SOR-2013-119/. The Consultant will establish policies and procedures that align with the Company’s overall goals and objectives. The Consultant will implement standards of performance, safety policies and procedures and makes policy changes as necessary. The Consultant will consult with executives to whom he reports, to ensure policies adhere to local and federal regulations, insurance requirements and all legalities regardless of whether they be municipal, provincial, or federal.

Financials

With other top executives, the Consultant will develop financial budgets for the facilities the Consultant oversees. The Consultant will develop construction budgets and timelines and communicate these to the executives to whom he reports. The Consultant will review sales data, production and activity reports, financial statements and other information to ensure financial goals are achieved. The Consultant will be tasked to find ways to reduce operational costs and increase revenues. The Consultant will plan long-term financial goals for those facilities the Consultant oversees.

Management

The Consultant will work with the Operations Manager to assist in determining staff required to accomplish goals, and providing oversight to the production staff. The Consultant will oversee and manage goods used to produce medical marijuana at the facility such as inventory or production materials.

Production

The Consultant will design, formulate, and implement the most advantageous, cost effective, and profitable marijuana grow and production facility possible, in accordance with best practices and always compliant with the Health Canada MMPR program. The Consultant will be responsible for developing, practicing and enforcing all inventory control policies, employee safeguards and employee control programs when they are under the overall control of the Company.

a)

General Services. The Consultant shall serve the Company (and/or such subsidiary or subsidiaries of the company as the Company may from time to time require) in such consulting capacity or capacities as may from time to time be determined by resolution of the Board of Directors or senior management of the Company and shall perform such duties and exercise such powers as may from time be determined by resolution of the Board of Directors, as an independent contractor. The Consultant will work as needed with lawyers, partners, shareholders and other stakeholders as required by the Company.

b)

Contact Information. Prospective investor, partner, client, and shareholder information that is gathered and created by Consultant during the contract period shall become the property of the Company as it is utilized for the business purposes of the Company. Consultant is required to provide a copy of all such data to Company on a monthly basis by electronic file records.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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2. By virtue of this Agreement, the Company is expecting, and Consultant is accepting, the responsibility of working in a full-time managerial role which is not expected to average less than 40 hours per week, on behalf of the Company. Some weeks Consultant may be required to work more than 40 hours in order to fulfill the terms of this Agreement.

3. During the time that this Agreement remains in effect, the Consultant shall not act in any capacity whatsoever, directly or indirectly for or for the betterment of any other non-joint-ventured company, partnership, or project that competes within North America within the same industry sector, without the Company’s prior written consent; with the sole permitted exception being the Consultant’s existing relationship with Chlormet Technologies /AAA Heidelberg (“CMT”). The Consultant agrees that he shall maintain his relationship to CMT in a manner which does not compromise his responsibilities nor knowledge of the Company; does not compromise any information as described in Section 11 of this Agreement; and further agrees that he shall not raise capital for CMT nor participate in day-to-day management of CMT outside of assisting in placing initial staff and responding to infrequent requests for advice from CMT management.

4. The basic remuneration of the Consultant for its services hereunder shall be at the rate of three thousand three hundred and seventy five dollars (CDN$3,375) per month plus GST, together with any such increments or bonuses thereto as the CEO or the Board of Directors of the Company may from time to time determine, payable the 30th day of each calendar month. The Company will negotiate in good faith with the Consultant a profit-sharing bonus once the facility is operational, designed to reward the Consultant for production goals yet to be established. The basic compensation covers that time required by the Consultant to fulfill his tasks.

5. As described herein, awards of restricted shares of common stock to be issued in separate certificate form (the "Shares" or “Share”) shall be made based upon the required events and thresholds being achieved. The first Share award was made upon the mutual signing and execution of the original agreement (Paid). The production facility is located in a municipality that has not yet given formal approval permitting marijuana production in accordance with the Health Canada MMPR; and the Consultant shall receive the second Share award once the municipality has given such approval. The third Share award shall be made when Health Canada has sent an “Approval to Build” letter to the Company, granting conditional acceptance of the building plans. The fourth Share award shall be made when Health Canada has granted an MMPR license to the facility while it is co-owned by the Company. The fifth Share award shall be made when the first commercial harvest from the facility has been completed by the Company – a commercial harvest excludes test growing or non-commercial quantities. And a sixth Share award shall be made when the facility has reached CDN$5,000,000 in accumulated sales of medical marijuana grown within the facility on behalf of the Company.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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Shares On Signing	Shares On Municipal Approval	Shares on Health Canada “Comfort Letter”	Shares On Health Canada License	Shares on First Commercial Harvest	Shares on $5,000,000 in Plant Revenue
90,000 (Paid)	135,000	270,000	315,000	270,000	270,000

6. The issuance of the Shares to the Consultant will be made in reliance on an exemption from the prospectus filing requirements contained in section 2.24 of National Instrument 45-106 and the exemption from the registration requirements contained in Regulation S promulgated under the Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the right to request from the Consultant any additional certificates or representations required to establish an exemption from applicable securities legislation prior to the issuance of any Shares.

a) The certificates representing the Shares to be issued to the Consultant will be affixed with legends in substantially the following form, describing such restrictions:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

7. The Consultant represents and warrants that at the time of entry into this Agreement and on the date of the issuance of any Shares that:

a)

in addition to resale restrictions imposed under U.S. securities laws, there are additional restrictions on the Consultant’s ability to resell any of the Shares in Canada under applicable provincial securities laws;

b)

the Consultant understands and agrees none of the Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and foreign securities laws;

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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c)	the Consultant is not a U.S. Person (as such term is defined in Regulation S of the 1933 Act) and is not acquiring the Note for the account or benefit of, directly or indirectly, any U.S. Person;
d)	is outside the United States when receiving and executing this Agreement;
e)	the Consultant understands and agrees that offers and sales of any of the Shares prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;
f)	the Consultant acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Consultant may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable securities laws or under an exemption from such registration requirements and as otherwise provided herein; and
g)	hedging transactions involving the Shares may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws.

8. The Consultant shall be responsible for the payment of its income and other taxes and other remittances including but not limited to any form of insurance as shall be required by any governmental entity (including but not limited to EI, WCB, and federal and provincial income taxes) with respect to compensation paid by the Company to the Consultant and nothing in this Agreement implies or creates a relationship of employment.

9. The terms "subsidiary" and "subsidiaries" as used herein mean any corporation or company of which more than 50% of the outstanding shares carrying voting rights at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the Board of Directors of such corporation or company) are for the time being owned by or held for the Company and/or any other corporation or company in like relation to the Company and include any corporation or company in like relation to a subsidiary.

10. The Consultant shall be reimbursed for all travelling and other expenses actually and properly incurred by it in connection with its duties hereunder, not including commuting to the office that is the normal place of business. For all such expenses the Consultant shall furnish to the Company statements, receipts and vouchers for such out-of-pocket expenses on a monthly basis. The Consultant is pre-authorized to incur up to $200 per month, cumulatively, in relevant expenses.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 6 -

Amounts over $200 per month must be pre-approved by management of the Company or will be disallowed. Both parties recognize that as the financial condition of the Company improves or deteriorates, this amount may be increased or decreased without making changes to this document, provided the Company makes Consultant aware of the changed amount.

11. The Consultant shall not, either during the continuance of its contract hereunder or at any time thereafter, disclose the private affairs of the Company and/or its subsidiary or subsidiaries, or any secrets of the Company and/or its subsidiary or subsidiaries, to any person other than the Directors of the Company and/or its subsidiary or subsidiaries or for the Company's purposes and shall not (either during the continuance of its contract hereunder or at any time thereafter) use for its own purposes or for any purpose other than those of the Company any information it may acquire in relation to the business and affairs of the Company and/or its subsidiary or subsidiaries, unless required by law. Proprietary Information as that term is used herein shall consist of all knowledge, data and information which the Consultant may acquire from the documents and information disclosed to it by the Company, its employees, attorneys, consultants, independent contractors, clients or representatives whether orally, in written or electronic form or on electronic media including, by way of example and not by limitation, any products, customer lists, supplier lists, marketing techniques, technical processes, formulae, inventions or discoveries (whether patentable or not), innovations, suggestions, ideas, reports, data, patents, trade secrets and copyrights, made or developed by the Company and related data and information related to the conduct of the business of the Company. Proprietary Information shall also include discussions with officers, directors, employees, independent contractors, attorneys, consultants, clients, finance sources, customers or representatives and the fact that such discussions are taking place. Proprietary Information shall not be directly or indirectly disclosed to any other person without the prior written approval of the Company. Proprietary Information shall not include matters of general public knowledge, information legally received or obtained by the Consultant from a third party or parties without a duty of confidentiality, and information independently known or developed by the Consultant without the assistance of the Company.

12. All contacts that the Consultant discusses Company business with, will thereafter also be the property of the Company and all contact information must be provided to the Company on an ongoing basis.

13. The Consultant shall well and faithfully serve the Company or any subsidiary as aforesaid during the continuance of its contract hereunder and use its best efforts to promote the interests of the Company.

14. This Agreement may be terminated forthwith by the Company or Consultant without prior notice if at any time:

a)	The Company or Consultant shall commit any material breach of any of the provisions herein contained; or
b)	The Company or Consultant shall be guilty of any misconduct or neglect in the discharge of its duties hereunder; or
c)	The Company or Consultant shall become bankrupt or make any arrangements or composition with its creditors; or

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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d)	The Principals of the Company or Consultant shall become of unsound mind or be declared incompetent to handle his own personal affairs; or
e)	The Company or Consultant shall be convicted of any criminal offence other than an offence which, in the reasonable opinion of the Board of Directors of the Company, does not affect their position as a Consultant or a director of the Company.

This Agreement may also be terminated by either party upon sixty (60) days written notice to the other. Should the Company terminate this agreement for a reason not enumerated in items 14(a), 14(b), 14(c), 14(d), or 14(e), Consultant will be entitled to all remuneration, as it relates to transactions which were in process but had not yet closed at the date of his termination, to which he would have otherwise been entitled for a period of 60 days after the date of his termination.

15. In the event this Agreement is terminated by reason of default on the part of the Consultant or the written notice of the Company, then at the request of the Board of Directors of the Company, the Consultant shall cause Consultant to forthwith resign any position or office which he then holds with the Company or any subsidiary of the Company. The provisions of Paragraph 11 shall survive the termination of this Agreement for a period of 2 years thereafter.

16. In the event that Municipal Approval for zoning and to build/operate the facility is NOT granted by July 9, 2014, as is currently expected, this Agreement is subject to a 15-day renegotiation period during which time the likelihood of Municipal Approval can be assessed, or cancellation by the Company if an approved location cannot be secured.

17. The services to be performed by the Consultant pursuant hereto are personal in character, to be performed by Mr. Jason Springett, and neither this Agreement nor any rights or benefits arising thereunder are assignable by the Consultant without the previous written consent of the Company.

18. Any and all previous agreements, written or oral, between the parties hereto or on their behalf relating to the agreement between the Consultant and the Company are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges the other party hereto of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such previous agreements.

19. Any notice in writing or permitted to be given to the Consultant hereunder shall be sufficiently given if delivered to the Consultant personally or mailed by registered mail, postage prepaid, addressed to the Consultant as its last residential address known to the Company. Provided any such notice is mailed via guaranteed overnight delivery, as aforesaid shall be deemed to have been received by the Consultant on the first business day following the date of mailing. Any notice in writing required or permitted to be given to the Company hereunder shall be given by registered mail, postage prepaid, addressed to the Company at the address shown on page 1 hereof. Any such notice mailed as aforesaid shall be deemed to have been received by the Company on the first business day following the date of mailing provided such mailing is sent via guaranteed overnight delivery. Any such address for the giving of notices hereunder may be changed by notice in writing given hereunder.

20. The provisions of this Agreement shall enure to the benefit of and be binding upon the Consultant and the successors and assigns of the Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or substantially all of the assets or business of the Company.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

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21. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the provisions of this Agreement.

22. This Agreement is being delivered and is intended to be managed from the Province of British Columbia and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of such Province. Similarly no provision within this contract is deemed valid should it conflict with the current or future laws of the United States of America or current or future regulations set forth by the United States Securities and Exchange Commission, the British Columbia Securities Commission, or the Ontario Securities Commission. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom or which enforcement of any waiver, change, modification or discharge is sought.

23. This Agreement and the obligations of the Company herein are subject to all applicable laws and regulations in force at the local, State, Province, and Federal levels in both Canada and the United States. In the event that there is an employment dispute between the Company and Consultant, Consultant agrees to allow it to be settled according to applicable Canadian law in an applicable British Columbia jurisdiction.

24. Any and all potential or actual common share award or stock option award will be in compliance with all applicable regulations in the USA and Canada.

25. This contract will expire on June 16, 2015 unless renewed or extended by mutual written consent of both parties prior to that date.

     IN WITNESS WHEREOF this Agreement has been executed as of the day, month and year first above written.

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

- 9 -

SIGNED by:	DATED:
	June 17, 2014
Robert McAllister,
President and CEO,
Enertopia Corp
SIGNED by:
	DATED:
Jason Springett
Master Grower Ontario Operations

 

950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert McAllister, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Enertopia Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 11, 2014

“Robert McAllister”  
Robert McAllister
President and Director
(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bal Bhullar, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Enertopia Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 11, 2014

“Bal Bhullar”              
Bal Bhullar
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting
Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert McAllister, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Enertopia Corp. for the quarter ended May 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Enertopia Corp.

Dated: July 11, 2014

“Robert McAllister”                                                     
Robert McAllister
President and Director
(Principal Executive Officer)
Enertopia Corp.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enertopia Corp. and will be retained by Enertopia Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bal Bhullar, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q of Enertopia Corp. for the quarter ended May 31, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Enertopia Corp.

Dated: July 11, 2014

“Bal Bhullar”                                                    
Bal Bhullar
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)
Enertopia Corp.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Enertopia Corp. and will be retained by Enertopia Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

COMMITMENTS OTHER (Narrative) (Details)	9 Months Ended
	May 31, 2014 USD ($) M D	May 31, 2014 CAD
Commitments Other 1	5,000	5,000
Commitments Other 2	6,500	6,500
Commitments Other 3	4,500	4,500
Commitments Other 4	5,500	5,500
Commitments Other 5	7,500	7,500
Commitments Other 6	$ 5,000
Commitments Other 7	200,000	200,000
Commitments Other 8	0.075
Commitments Other 9	100,000	100,000
Commitments Other 10	50,000	50,000
Commitments Other 11	30	30
Commitments Other 12	50,000	50,000
Commitments Other 13	60	60
Commitments Other 14	30	30
Commitments Other 15	250,000	250,000
Commitments Other 16	40,000
Commitments Other 17	90	90
Commitments Other 18	3,500
Commitments Other 19	500
Commitments Other 20	250,000	250,000
Commitments Other 21	0.16
Commitments Other 22	250,000	250,000
Commitments Other 23	50,000
Commitments Other 24	12	12
Commitments Other 25	12,500
Commitments Other 26	54,347	54,347
Commitments Other 27	$ 0.23
Commitments Other 28	30	30
Commitments Other 29	25,000	25,000
Commitments Other 30	21,735
Commitments Other 31		3,000
Commitments Other 32	90	90
Commitments Other 33		9,000
Commitments Other 34	3	3
Commitments Other 35	$ 5,000

XML

Schedule of Share Based Payment Award Equity Note Warrants or Rights Valuation Assumptions (Details) (USD $)	9 Months Ended
	May 31, 2014 M
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 1	$ 460,000
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 2	0.10
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 3	0.20
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 4	12
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 5	136,000
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 6	0.10
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 7	0.20
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 8	12
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 9	278,275
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 10	0.10
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 11	0.20
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 12	12
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 13	28
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 14	430,670
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 15	0.10
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 16	0.20
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 17	12
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 18	1,720,000
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 19	0.10
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 20	1,438,800
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 21	0.10
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 22	2,167,160
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 23	0.15
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 24	7,227,340
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 25	0.15
Stock Options And Warrants Schedule Of Share Based Payment Award Equity Note Warrants Or Rights Valuation Assumptions 26	$ 13,858,245

XML

MINERAL PROPERTY AND OIL AND GAS PROPERTIES (Narrative) (Details) (USD $)	9 Months Ended
	May 31, 2014 D acre
Mineral Property And Oil And Gas Properties 1	$ 7,500
Mineral Property And Oil And Gas Properties 2	100.00%
Mineral Property And Oil And Gas Properties 3	1.00%
Mineral Property And Oil And Gas Properties 4	2,000,000
Mineral Property And Oil And Gas Properties 5	56
Mineral Property And Oil And Gas Properties 6	1,150
Mineral Property And Oil And Gas Properties 7	591,650
Mineral Property And Oil And Gas Properties 8	1,000,000
Mineral Property And Oil And Gas Properties 9	500,000
Mineral Property And Oil And Gas Properties 10	$ 0.15
Mineral Property And Oil And Gas Properties 11	150,000
Mineral Property And Oil And Gas Properties 12	$ 0.10
Mineral Property And Oil And Gas Properties 13	106,863
Mineral Property And Oil And Gas Properties 14	106,863
Mineral Property And Oil And Gas Properties 15	143,680
Mineral Property And Oil And Gas Properties 16	143,680
Mineral Property And Oil And Gas Properties 17	15,000
Mineral Property And Oil And Gas Properties 18	100.00%
Mineral Property And Oil And Gas Properties 19	2.50%
Mineral Property And Oil And Gas Properties 20	7,148
Mineral Property And Oil And Gas Properties 21	881,000
Mineral Property And Oil And Gas Properties 22	1,000,000
Mineral Property And Oil And Gas Properties 23	124,980
Mineral Property And Oil And Gas Properties 24	84,980
Mineral Property And Oil And Gas Properties 25	100,000
Mineral Property And Oil And Gas Properties 26	$ 0.10
Mineral Property And Oil And Gas Properties 27	100,000
Mineral Property And Oil And Gas Properties 28	$ 0.06
Mineral Property And Oil And Gas Properties 29	13,380
Mineral Property And Oil And Gas Properties 30	$ 140,980
Mineral Property And Oil And Gas Properties 31	100.00%
Mineral Property And Oil And Gas Properties 32	75.00%
Mineral Property And Oil And Gas Properties 33	100
Mineral Property And Oil And Gas Properties 34	2,924
Mineral Property And Oil And Gas Properties 35	100,000
Mineral Property And Oil And Gas Properties 36	$ 0.04
Mineral Property And Oil And Gas Properties 37	10,000
Mineral Property And Oil And Gas Properties 38	60
Mineral Property And Oil And Gas Properties 39	20
Mineral Property And Oil And Gas Properties 40	10,000
Mineral Property And Oil And Gas Properties 41	60
Mineral Property And Oil And Gas Properties 42	30
Mineral Property And Oil And Gas Properties 43	10,000
Mineral Property And Oil And Gas Properties 44	60
Mineral Property And Oil And Gas Properties 45	40
Mineral Property And Oil And Gas Properties 46	10,000
Mineral Property And Oil And Gas Properties 47	60
Mineral Property And Oil And Gas Properties 48	100,000
Mineral Property And Oil And Gas Properties 49	$ 0.04

XML

STOCK OPTIONS AND WARRANTS (Tables)

9 Months Ended

12 Months Ended

May 31, 2014

Aug. 31, 2013

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

				Options Outstanding
				Weighted Average
	Number of Shares			Exercise Price
Balance, August 31, 2013	2,455,000		$	0.15
Expired	(150,000	)		0.18
Exercised	(900,000	)		0.10
Granted	2,250,000			0.70
Balance, May 31, 2014	3,655,000		$	0.13

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

		May 31 2014		August 31, 2013
Expected volatility		204%		134.43%
Risk-free interest rate		1.33%		1.32%
Expected life		5.00 years		5.00 years
Dividend yield		0.00%		0.00%
Estimated fair value per option	$	$0.86	$	0.06

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

May 31, 2014	Options outstanding				Options exercisable
	Number	Remaining		Exercise	Number		Exercise
Exercise prices	of shares	contractual		Price	of shares		Price
		life			exercisable
$0.50	50,000	4.85 years	$	0.50	50,000	$	0.50
$0.72	100,000	4.84 years	$	0.72	100,000	$	0.72
$0.86	200,000	4.84 years	$	0.86	200,000	$	0.86
$0.70	500,000	4.82 years	$	0.70	250,000	$	0.70
$0.68	200,000	4.78 years	$	0.68	100,000	$	0.68
$0.35	50,000	4.69 years	$	0.35	25,000	$	0.35
$0.16	250,000	4.62 years	$	0.16	250,000	$	0.16
$0.075	50,000	4.59 years	$	0.075	50,000	$	0.075
$0.06	550,000	4.43 years	$	0.06	550,000	$	0.06
$0.10	300,000	0.39 years	$	0.10	300,000	$	0.10
$0.10	400,000	0.58 years	$	0.10	400,000	$	0.10
$0.15	555,000	1.71 years	$	0.15	555,000	$	0.15
$0.15	150,000	1.77 years	$	0.15	150,000	$	0.15
$0.15	150,000	2.80 years	$	0.15	150,000	$	0.15
$0.20	100,000	1.44 years	$	0.20	100,000	$	0.20
$0.25	50,000	2.00 years	$	0.25	50,000	$	0.25
	3,655,000	3.19 years	$	0.30	2,280,000	$	0.30

August 31, 2013	Options outstanding				Options exercisable
	Number	Remaining		Exercise	Number		Exercise
Exercise prices	of shares	contractual		Price	of shares		Price
		life			exercisable
$0.10	400,000	1.14 years	$	0.10	400,000	$	0.10
$0.10	450,000	1.33 years	$	0.10	450,000	$	0.10
$0.15	655,000	2.46 years	$	0.15	655,000	$	0.15
$0.15	150,000	2.44 years	$	0.15	150,000	$	0.15
$0.15	250,000	3.55 years	$	0.15	250,000	$	0.15
$0.18	150,000	1.98 years	$	0.18	150,000	$	0.18
$0.20	100,000	1.98 years	$	0.20	150,000	$	0.20
$0.25	300,000	2.76 years	$	0.25	300,000	$	0.25
	2,455,000	2.18 years	$	0.15	2,455,000	$	0.15

Schedule of Stockholders' Equity Note, Warrants or Rights, Activity [Table Text Block]

				Warrant Outstanding
				Weighted Average
	Number of warrant			Exercise Price
Balance, August 31, 2013	5,429,800		$	0.20
Exercised	(6,929,355	)	$	0.20
Granted	15,357,800		$	0.13
Balance, May 31, 2014	13,858,245		$	0.15

Schedule of Share Based Payment Award Equity Note Warrants or Rights Valuation Assumptions [Table Text Block]

Number		Exercise	Expiry
Outstanding   1		Price	Date
460,000	$	0.10; $0.20 after 12 months	July 27, 2015
136,000	$	0.10; $0.20 after 12 months	Aug 24, 2015
278,275	$	0.10; $0.20 after 12 months	Sep 28, 2015
430,670	$	0.10; $0.20 after 12 months	Nov 15, 2015
1,720,000	$	0.10	Nov 26, 2016
1,438,800	$	0.10	Dec 23, 2016
2,167,160	$	0.15	Jan 31, 2016
7,227,340	$	0.15	Feb 13, 2016
13,858,245

XML

Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $)	9 Months Ended
	May 31, 2014
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 1	$ 2,455,000
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 2	0.15
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 3	(150,000)
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 4	0.18
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 5	(900,000)
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 6	0.10
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 7	2,250,000
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 8	0.70
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 9	$ 3,655,000
Stock Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 10	0.13

XML

COMMON STOCK (Narrative) (Details)	9 Months Ended
	May 31, 2014 USD ($) D M	May 31, 2014 CAD
Common Stock 1	100.00%	100.00%
Common Stock 2	75.00%	75.00%
Common Stock 3	100	100
Common Stock 4	2,924	2,924
Common Stock 5	100,000	100,000
Common Stock 6	$ 0.04
Common Stock 7	750,000	750,000
Common Stock 8	0.05
Common Stock 9	200,000	200,000
Common Stock 10	0.07
Common Stock 11	10,000,000	10,000,000
Common Stock 12	$ 0.04
Common Stock 13	984,329	984,329
Common Stock 14	2,720,000	2,720,000
Common Stock 15		0.05
Common Stock 16		136,000
Common Stock 17	136,000
Common Stock 18	$ 0.10
Common Stock 19	2,528,000	2,528,000
Common Stock 20		0.05
Common Stock 21		126,400
Common Stock 22	126,400
Common Stock 23	$ 0.10
Common Stock 24	10,140
Common Stock 25	202,800	202,800
Common Stock 26	0.10
Common Stock 27	5,000,000	5,000,000
Common Stock 28	$ 0.18
Common Stock 29	984,329	984,329
Common Stock 30	250,000	250,000
Common Stock 31	$ 0.15
Common Stock 32	4,685
Common Stock 33	32,812
Common Stock 34		40,500
Common Stock 35	37,500
Common Stock 36	350,000	350,000
Common Stock 37	100,000	100,000
Common Stock 38	0.075
Common Stock 39	150,000	150,000
Common Stock 40	0.10
Common Stock 41	100,000	100,000
Common Stock 42	0.15
Common Stock 43	350,000	350,000
Common Stock 44	4,292,000	4,292,000
Common Stock 45	$ 0.10
Common Stock 46	429,200
Common Stock 47	0.15
Common Stock 48	29,616
Common Stock 49	296,160	296,160
Common Stock 50	0.15
Common Stock 51	12,938,000	12,938,000
Common Stock 52	$ 0.10
Common Stock 53	1,293,800
Common Stock 54	0.15
Common Stock 55	30,000
Common Stock 56	98,784
Common Stock 57	8,000	8,000
Common Stock 58	800
Common Stock 59	995,840	995,840
Common Stock 60	0.15
Common Stock 61	50,000	50,000
Common Stock 62	0.06
Common Stock 63	50,000	50,000
Common Stock 64	0.075
Common Stock 65		7,050
Common Stock 66	6,750
Common Stock 67	100,000	100,000
Common Stock 68	541,500	541,500
Common Stock 69	541,500	541,500
Common Stock 70	101,100
Common Stock 71	585,000	585,000
Common Stock 72	585,000	585,000
Common Stock 73	115,000
Common Stock 74	50,000
Common Stock 75	12	12
Common Stock 76	12,500
Common Stock 77	54,347	54,347
Common Stock 78	$ 0.23
Common Stock 79	10,000,000	10,000,000
Common Stock 80	0.235
Common Stock 81	6,400,000	6,400,000
Common Stock 82	1,000
Common Stock 83	100,000	100,000
Common Stock 84	200,000
Common Stock 85	1,000,000	1,000,000
Common Stock 86	$ 0.68
Common Stock 87	984,329	984,329
Common Stock 88	31.00%	31.00%
Common Stock 89	815,310	815,310
Common Stock 90	815,310	815,310
Common Stock 91	163,062
Common Stock 92		8,250
Common Stock 93	7,500
Common Stock 94	50,000	50,000
Common Stock 95	0.15
Common Stock 96	50,000	50,000
Common Stock 97	1,548,000	1,548,000
Common Stock 98	1,548,000	1,548,000
Common Stock 99	289,475
Common Stock 100	67,750
Common Stock 101	325,000	325,000
Common Stock 102	0.06
Common Stock 103	0.25
Common Stock 104	325,000	325,000
Common Stock 105	1,095,000	1,095,000
Common Stock 106	1,095,000	1,095,000
Common Stock 107	114,250
Common Stock 108	2,500
Common Stock 109	250,000	250,000
Common Stock 110	1,293,500	1,293,500
Common Stock 111	1,293,500	1,293,500
Common Stock 112	177,950
Common Stock 113	1,500
Common Stock 114	25,000	25,000
Common Stock 115	0.06
Common Stock 116	25,000	25,000
Common Stock 117	38,297	38,297
Common Stock 118	0.47
Common Stock 119	30	30
Common Stock 120		8,475
Common Stock 121	7,500
Common Stock 122	50,000	50,000
Common Stock 123	0.15
Common Stock 124	50,000	50,000
Common Stock 125	651,045	651,045
Common Stock 126	651,045	651,045
Common Stock 127	110,209
Common Stock 128	90,000	90,000
Common Stock 129	0.34
Common Stock 130	472,500	472,500
Common Stock 131	1,350,000	1,350,000
Common Stock 132		2,250
Common Stock 133	90,000	90,000
Common Stock 134	0.34
Common Stock 135	472,500	472,500
Common Stock 136	1,350,000	1,350,000
Common Stock 137		3,375
Common Stock 138	90,000	90,000
Common Stock 139	0.34
Common Stock 140	472,500	472,500
Common Stock 141	1,350,000	1,350,000
Common Stock 142	90,000	90,000
Common Stock 143	0.34
Common Stock 144	472,500	472,500
Common Stock 145	1,350,000	1,350,000
Common Stock 146	3,375
Common Stock 147	90,000	90,000
Common Stock 148	0.34
Common Stock 149	472,500	472,500
Common Stock 150	1,350,000	1,350,000
Common Stock 151	90,000	90,000
Common Stock 152	0.34
Common Stock 153	472,500	472,500
Common Stock 154	200,000	200,000
Common Stock 155	200,000	200,000
Common Stock 156	40,000
Common Stock 157	45,000	45,000
Common Stock 158	0.28
Common Stock 159	225,000	225,000
Common Stock 160	20,000
Common Stock 161	200,000	200,000
Common Stock 162	$ 0.10
Common Stock 163	200,000	200,000
Common Stock 164	88,957,414	88,957,414

XML

Schedule of Segment Reporting Information, by Segment (Details) (USD $)	9 Months Ended
	May 31, 2014
Segmented Information Schedule Of Segment Reporting Information, By Segment 1	$ 0
Segmented Information Schedule Of Segment Reporting Information, By Segment 2	0
Segmented Information Schedule Of Segment Reporting Information, By Segment 3	0
Segmented Information Schedule Of Segment Reporting Information, By Segment 4	240,625
Segmented Information Schedule Of Segment Reporting Information, By Segment 5	(1)
Segmented Information Schedule Of Segment Reporting Information, By Segment 6	(1,444,895)
Segmented Information Schedule Of Segment Reporting Information, By Segment 7	1
Segmented Information Schedule Of Segment Reporting Information, By Segment 8	4,000
Segmented Information Schedule Of Segment Reporting Information, By Segment 9	4,863,829
Segmented Information Schedule Of Segment Reporting Information, By Segment 10	1,961,637
Segmented Information Schedule Of Segment Reporting Information, By Segment 11	$ 6,829,466

XML

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

May 31, 2014

SIGNIFICANT ACCOUNTING POLICIES [Text Block]

3. SIGNIFICANT ACCOUNTING POLICIES

a)

Basis of Consolidation

The unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Target Energy, Inc., which has been dissolved effective November 4, 2013 with no significant accounting impact, equity interest of Pro Eco Energy Inc., which has been sold on December 2, 2013 with a gain of approximately $7,000, Global Solar Water Power Systems Inc. has been written down to $1, 31% interest in Joint Venture with World of Maihuana Productions Ltd. (“WOM”) and 49% interest in Joint Venture with Green Canvas Ltd. (" GCL), 51% interest in a Joint Venture with Lexaria on a location in Ontario. All significant inter-company balances and transactions have been eliminated.

b)	New Accounting Pronouncements
	In March 2013, the Financial Accounting Standards Board ( “FASB ” ) issued Accounting Standards Update ("ASU") 2013-05, "Foreign Currency Matters (Topic 830); Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This guidance applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. ASU No. 2013-05 is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We will adopt this guidance beginning with our fiscal quarter starting from March 1, 2014. We are currently reviewing the provisions of ASU No. 2013-05 on our consolidated financial statements.
	In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This new guidance provides specific financial statement presentation requirements of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit in those circumstances should be presented as a reduction to the deferred tax asset. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) (USD $)	9 Months Ended
	May 31, 2014 Y
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 1	204.00%
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 2	134.43%
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 3	1.33%
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 4	1.32%
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 5	5.0
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 6	5.0
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 7	0.00%
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 8	0.00%
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 9	$ 0.86
Stock Options And Warrants Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 10	0.06

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SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $)	9 Months Ended
	May 31, 2014
Significant Accounting Policies 1	$ 7,000
Significant Accounting Policies 2	$ 1
Significant Accounting Policies 3	31.00%
Significant Accounting Policies 4	49.00%
Significant Accounting Policies 5	51.00%

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GOING CONCERN UNCERTAINTY (Narrative) (Details) (USD $)	9 Months Ended
	May 31, 2014
Going Concern Uncertainty 1	$ 1,444,895
Going Concern Uncertainty 2	$ 411,973
Going Concern Uncertainty 3	7,569,553

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Disclosure of Share-based Compensation Arrangements by Share-based Payment Award (Details) (USD $)	9 Months Ended	12 Months Ended
	May 31, 2014 Y	Aug. 31, 2013 Y
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 1	$ 0.50
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 2	50,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 3	4.85
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 4	0.50
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 5	50,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 6	0.50
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 7	0.72
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 8	100,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 9	4.84
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 10	0.72
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 11	100,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 12	0.72
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 13	0.86
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 14	200,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 15	4.84
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 16	0.86
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 17	200,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 18	0.86
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 19	0.70
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 20	500,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 21	4.82
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 22	0.70
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 23	250,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 24	0.70
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 25	0.68
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 26	200,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 27	4.78
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 28	0.68
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 29	100,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 30	0.68
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 31	0.35
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 32	50,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 33	4.69
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 34	0.35
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 35	25,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 36	0.35
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 37	0.16
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 38	250,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 39	4.62
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 40	0.16
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 41	250,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 42	0.16
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 43	0.075
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 44	50,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 45	4.59
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 46	0.075
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 47	50,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 48	0.075
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 49	0.06
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 50	550,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 51	4.43
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 52	0.06
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 53	550,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 54	0.06
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 55	0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 56	300,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 57	0.39
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 58	0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 59	300,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 60	0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 61	0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 62	400,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 63	0.58
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 64	0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 65	400,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 66	0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 67	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 68	555,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 69	1.71
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 70	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 71	555,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 72	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 73	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 74	150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 75	1.77
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 76	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 77	150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 78	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 79	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 80	150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 81	2.8
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 82	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 83	150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 84	0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 85	0.20
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 86	100,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 87	1.44
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 88	0.20
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 89	100,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 90	0.20
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 91	0.25
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 92	50,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 93	2.0
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 94	0.25
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 95	50,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 96	0.25
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 97	3,655,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 98	3.19
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 99	0.30
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 100	2,280,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 101	0.30
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 1		0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 2		400,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 3		1.14
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 4		0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 5		400,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 6		0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 7		0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 8		450,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 9		1.33
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 10		0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 11		450,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 12		0.10
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 13		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 14		655,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 15		2.46
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 16		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 17		655,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 18		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 19		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 20		150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 21		2.44
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 22		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 23		150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 24		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 25		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 26		250,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 27		3.55
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 28		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 29		250,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 30		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 31		0.18
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 32		150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 33		1.98
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 34		0.18
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 35		150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 36		0.18
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 37		0.20
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 38		100,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 39		1.98
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 40		0.20
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 41		150,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 42		0.20
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 43		0.25
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 44		300,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 45		2.76
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 46		0.25
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 47		300,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 48		0.25
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 49		2,455,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 50		2.18
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 51		0.15
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 52		$ 2,455,000
Stock Options And Warrants Disclosure Of Share-based Compensation Arrangements By Share-based Payment Award 53		0.15

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OWNED SECURITIES (Narrative) (Details) (USD $)	9 Months Ended
	May 31, 2014
Owned Securities 1	375,000
Owned Securities 2	$ 0.01
Owned Securities 3	$ 0.01
Owned Securities 4	1,500,000
Owned Securities 5	$ 0.30

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ASSETS HELD FOR SALE (Narrative) (Details)	9 Months Ended
	May 31, 2014 USD ($)	May 31, 2014 CAD
Assets Held For Sale 1	900,000	900,000
Assets Held For Sale 2	$ 45,000
Assets Held For Sale 3	8.25%	8.25%
Assets Held For Sale 4	45,000
Assets Held For Sale 5	900,000	900,000
Assets Held For Sale 6	8.25%	8.25%
Assets Held For Sale 7	40,000
Assets Held For Sale 8	10,000
Assets Held For Sale 9	10,000
Assets Held For Sale 10		10,000
Assets Held For Sale 11	10,000
Assets Held For Sale 12	$ 30,000

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GOING CONCERN UNCERTAINTY

9 Months Ended

May 31, 2014

GOING CONCERN UNCERTAINTY [Text Block]

2. GOING CONCERN UNCERTAINTY

The accompanying unaudited interim consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business for the foreseeable future. The Company incurred a net loss of $1,444,895 for the nine months ended May 31, 2014 [net loss of $411,973 for the nine months ended May 31, 2013] and as at May 31, 2014 has incurred cumulative losses of 7,569,553 that raises substantial doubt about its ability to continue as a going concern. Management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that the Company will be able to continue to finance the Company on this basis.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company’s shareholders, and ultimately to obtain successful operations. There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing. These unaudited interim consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited interim consolidated financial statements.

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LONG TERM INVESTMENTS (Narrative) (Details) (USD $)	9 Months Ended
	May 31, 2014
Long Term Investments 1	20.00%
Long Term Investments 2	9.82%
Long Term Investments 3	8.14%
Long Term Investments 4	$ 145,500
Long Term Investments 5	500,000
Long Term Investments 6	$ 0.25
Long Term Investments 7	270,500
Long Term Investments 8	68,500
Long Term Investments 9	1.68%
Long Term Investments 10	42,000
Long Term Investments 11	9.82%
Long Term Investments 12	8.14%
Long Term Investments 13	1.68%
Long Term Investments 14	42,000
Long Term Investments 15	$ 1

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SUBSEQUENT EVENTS (Narrative) (Details) (USD $)	9 Months Ended
	May 31, 2014 M D
Subsequent Events 1	30
Subsequent Events 2	$ 10,000
Subsequent Events 3	12
Subsequent Events 4	12,500
Subsequent Events 5	72,917
Subsequent Events 6	$ 0.18
Subsequent Events 7	120,000
Subsequent Events 8	750,000
Subsequent Events 9	$ 0.16

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CONSOLIDATED BALANCE SHEETS (USD $)	May 31, 2014	Aug. 31, 2013
Current
Cash and cash equivalents	$ 1,215,899	$ 1,341
Owned securities	453,750	3,750
Accounts receivable	33,405	10,268
Prepaid expenses and deposit	258,583	6,913
Assets held for sale	0	32,197
Total current assets	1,961,637	54,469
Non-Current
Long term investments - GSWPS	0	0
Oil and Gas Asset	4,000	0
Medical Marijuana Assets	4,863,829	0
Total Assets	6,829,466	54,469
Current
Accounts payable	243,000	354,928
Short Term Loan- related party	0	47,380
Due to related parties	72,910	123,610
Total Current Liabilities	315,910	525,918
STOCKHOLDERS' EQUITY
Share capital Authorized: 200,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 88,957,414 common shares at May 31, 2014 and August 31,2013: 30,314,415	88,957	30,314
Additional paid-in capital	13,994,152	5,622,895
Deficit accumulated during the exploration stage	(7,569,553)	(6,124,658)
Total Stockholders' Equity	6,513,556	(471,449)
Total Liabilities and Stockholders' Equity	$ 6,829,466	$ 54,469

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Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details) (USD $)	9 Months Ended
	May 31, 2014
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 1	$ 5,429,800
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 2	0.20
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 3	(6,929,355)
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 4	0.20
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 5	15,357,800
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 6	0.13
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 7	$ 13,858,245
Stock Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 8	0.15

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		114 Months Ended
	May 31, 2014	May 31, 2013	May 31, 2014
Cash flows used in operating activities
Net Income (loss)	$ (1,444,895)	$ (411,973)	$ (7,569,553)
Changes to reconcile net loss to net cash used in operating activities
Consulting - Stock based compensation	941,154	0	1,598,404
Depletion	0	0	298,489
Write down in carrying value of oil and gas properties	0	0	293,436
Stock issued for mineral resource and oil and gas property	0	0	37,500
Write down of oil and gas properties	0	140,980	2,919,511
Gain on disposition of oil and gas properties	0	0	(522,976)
Fair value of warrants liabilities	0	(9,789)	(896,019)
Gain on owned securities	(150,000)	3,750	133,083
Equity pick-up	132,781	850	150,525
Impairment of long term investments	76,595	0	330,434
Imputed interest	0	0	17,396
Accrued loan interest	0	0	17,928
Other non-cash activities	58,230	0	88,383
Change in non-cash working capital items:
Accounts receivable	(23,137)	48,840	(25,657)
Prepaid expenses and deposit	(251,670)	(4,104)	(234,299)
Deferred charges	0	0	0
Accounts payable and accrued liabilities	(111,928)	109,930	224,761
Due to related parties	(50,700)	51,000	103,573
Net cash (used in) operating activities	(823,570)	(70,516)	(3,035,079)
Cash flows from (used in) investing activities
Proceeds from sale of marketable securities	0	0	56,241
Oil and gas properties acquisition and divestment	0	0	(345,180)
Proceeds from sale of oil and gas interests	0	0	521,545
Mineral resource properties acquisition	0	(40,000)	(231,843)
Investment in GSWPS	0	0	(103,500)
Investment in Pro Eco	10,004	0	(34,996)
Investment in Medical Marijuana Operations	(975,000)	0	(975,000)
Cash provided in connection with business acquisition	0	0	201,028
Net cash from (used in) investing activities	(964,996)	(40,000)	(911,705)
Cash flows from financing activities
Promissory notes - related party	(47,380)	0	2,665
Net Proceeds from Options exercised	130,000	0	130,000
Net Proceeds from Warrants exercised	913,096	0	913,096
Net proceeds from subscriptions received	2,007,408	100,400	4,116,922
Net cash from financing activities	3,003,124	100,400	5,162,683
Increase (Decrease) in cash and cash equivalents	1,214,558	(10,116)	1,215,899
Cash and cash equivalents, beginning of period	1,341	13,692	0
Cash and cash equivalents, end of period	1,215,899	3,576	1,215,899
Supplemental information of cash flows
Interest paid in cash	0	0	0
Income taxes paid in cash	$ 0	$ 0	$ 0

XML

SHORT TERM LOAN (Narrative) (Details)	9 Months Ended
	May 31, 2014 USD ($)	May 31, 2014 CAD
Short Term Loan 1	$ 50,045
Short Term Loan 2		50,000
Short Term Loan 3	10.00%	10.00%

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COMPARATIVE INFORMATION

9 Months Ended

May 31, 2014

COMPARATIVE INFORMATION [Text Block]

16. COMPARATIVE INFORMATION

Certain comparative information has been reclassified to conform with the presentation adopted in the current period.

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RELATED PARTIES TRANSACTION (Narrative) (Details) (USD $)	9 Months Ended
	May 31, 2014
Related Parties Transaction 1	$ 49,500
Related Parties Transaction 2	45,000
Related Parties Transaction 3	55,500
Related Parties Transaction 4	49,500
Related Parties Transaction 5	75,000
Related Parties Transaction 6	0
Related Parties Transaction 7	72,910
Related Parties Transaction 8	$ 7,058

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ASSETS HELD FOR SALE (Tables)

9 Months Ended

May 31, 2014

Schedule of Assets held for sale [Table Text Block]

		May 31, 2014		August 31, 2013
	$		$
Investments in Pro-Eco Energy		-		32,197
		-		32,197

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ORGANIZATION

9 Months Ended

May 31, 2014

ORGANIZATION [Text Block]

1. ORGANIZATION

The unaudited interim consolidated financial statements for the period ended May 31, 2014 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited interim consolidated financial statements should be read in conjunction with the August 31, 2013 audited annual consolidated financial statements and notes thereto.

The Company was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. The Company was an independent natural gas and oil company engaged in the exploration, development and acquisition of natural gas and oil properties in the United States and Canada. In the fiscal year 2010, the Company shifted its strategic plan from its non-renewal energy operations to its planned renewal energy operations and natural resource acquisition and development. In late summer of 2013, the Company added another business sector in its entrance to medical marijuana and is considered a development stage company. The Company has offices in Vancouver and Kelowna, B.C., Canada.

Effective September 25, 2009, we effected one ( 1) for two ( 2) share consolidation of our authorized and issued and outstanding common stock.

On February 8, 2010, the Company changed its name from Golden Aria Corp. to Enertopia Corp.

On February 22, 2010, the Company increased its authorized share capital to 200,000,000 common shares.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	May 31, 2014	Aug. 31, 2013
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Issued	88,957,414	30,314,415
Common Stock, Shares, Outstanding	88,957,414	30,314,415

XML

COMMON STOCK

9 Months Ended

May 31, 2014

COMMON STOCK [Text Block]

11. COMMON STOCK

On September 17, 2013 the Company entered into an AMI Participation Agreement with Downhole Energy LLC to participate in 100% gross interest and 75% net revenue interest for drilling, completion and production of up to 100 oil wells on certain oil and gas leases covering 2,924 in the historic field located in Forest and Venango counties, Pennsylvania. On execution of this agreement the company issued 100,000 of its common shares at a price of $0.04 to Downhole Energy LLC.

On October 4, 2013 the Company entered into a consulting agreement with a six months term with Olibri Acquisitions and issued 750,000 common shares at a price of $0.05 of the Company for services provided in oil and gas consulting.

On November 18, 2013, the Company entered into an investor relations contract with Coal Harbour Communications Inc. In consideration for the services the Company issued 200,000 of restricted common stock at a price of $0.07 of the Company.

On November 15, 2013, the Company issued 10,000,000 shares of the restricted common stock of the Company at a price of $0.04 per share to 0984329 B.C. Ltd at the direction of WOM pursuant to the term of LOI signed with WOM.

On November 26, 2013, the Company closed the first tranche of a private placement of 2,720,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$136,000 ($136,000). Each warrant will be exercisable into one further share at a price of $0.10 per warrant share for a period of thirty six month following the close.

On December 23, 2013, the Company closed its final tranche of a private placement of 2,528,000 units at a price of CAD$0.05 per unit for gross roceeds of CAD$126,400 ($126,400). Each warrant will be exercisable into one further share at a price of $0.10 per warrant share for a period of thirty six months following the close. The Company also paid a cash finders fee of $10,140 and 202,800 broker warrants to Canaccord Genuity and Wolverton Securities that are exercisable into one common share at a price of $0.10 that expire on December 23, 2016.

On January 16, 2014, the Company issued 5,000,000 common shares of the Company at a price of $0.18 per share to 0984329 BC Ltd, which shares will be held in escrow by the Company’s solicitors until such time which subject to certain condition has occurred per the term of the WOM Agreement.

On January 13, 2014, the Company entered into a corporate development agreement with Don Shaxon. The initial term of this agreement shall begin on the date of execution of this agreement and continue for twelve months. In consideration for the services the Company issued 250,000 common shares of the Company at a price of $0.15 per share to Don Shaxon as a signing stock bonus. As at February 28, 2014, a total of $4,685 has been expensed and $32,812 has been recorded as prepayment.

On January 31, 2014, the Company accepted and received gross proceeds of CAD$40,500 ($37,500), for the exercise of 350,000 stock options; 100,000 at $0.075 each, 150,000 stock options at $0.10 each, and 100,000 stock options at $0.15 each; into 350,000 common shares of the Company.

On January 31, 2014, the Company closed the first tranche of a private placement of 4,292,000 units at a price of $0.10 per unit for gross proceeds of $429,200. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. A cash finders’ fee for $29,616 and 296,160 full broker warrants that expire on January 31, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Leede Financial and Wolverton Securities.

On February 13, 2014, the Company closed the final tranche of a private placement by issuing 12,938,000 units at a price of $0.10 per unit for gross proceeds of $1,293,800. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. One Director and One Officer of the Company participated in the final tranche for $30,000. A cash finders’ fee for $98,784 ; 8,000 common shares in lieu of $800 finders’ fee and 995,840 full broker warrants that expire on February 13, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Global Market Development LLC and Wolverton Securities.

On February 13, 2014, 50,000 stock options were exercised at a price of $0.06 by a Director and 50,000 stock options were exercised at a price of $0.075 by a Consultant for net proceeds to the Company of CAD$7,050 ($6,750) into 100,000 common shares of the Company.

On February 13, 2014, 541,500 warrants from previous private placements were exercised into 541,500 common shares of the Company for net proceeds of $101,100.

On February 27, 2014, 585,000 warrants from previous private placements were exercised into 585,000 common shares of the Company for net proceeds of $115,000.

On February 27, 2014, the Company signed a $50,000 12 month marketing agreement with Agoracom payable in common shares of the Company. The first quarter payment of $12,500 has been paid by issuing 54,347 common shares of the Company at a market price of $0.23 per share.

On February 28, 2014, the Company issued to GCL an aggregate of 10,000,000 common shares at a price of $0.235 of the Company. Of such shares issued, 6,400,000 of the shares issued pursuant shall be held in escrow (the "Escrow Shares") by the Company’s solicitors until such time which subject to certain condition has occurred per the term of the GCL Agreement.

On March 11, 2014, Robert Chadwick joined the Company as an advisor and was paid a $1,000 honorarium. Robert Chadwick was issued a one-time 100,000 common shares of the Company.

On March 11, 2014, as per the terms of the Joint Venture Agreement dated January 16, 2014 with World of Marihuana Productions Ltd., the Company made a payment of $200,000 and issued 1,000,000 at a price of $0.68 per share to 0984329 B.C. LTD, the Company now owns 31% in the Joint Venture business interest with World of Marihuana Productions Ltd.

On March 14, 2014, 815,310 warrants from previous private placements were exercised into 815,310 common shares of the Company for net proceeds of $163,062.

On March 14, 2014, the Company accepted and received gross proceeds from a director of the Company of CAD$8,250 (US$7,500), for the exercise of 50,000 stock options at an exercise price of $0.15, into 50,000 common shares of the Company.

On March 17, 2014, 1,548,000 warrants from previous private placements were exercised into 1,548,000 common shares of the Company for net proceeds of $289,475.

On March 25, 2014, Enertopia Corp (the “Company”) accepted and received gross proceeds of $67,750, for the exercise of 325,000 stock options at $0.06 to $0.25 each, into 325,000 common shares of the Company.

On March 25, 2014, 1,095,000 warrants from previous private placements were exercised into 1,095,000 common shares of the Company for net proceeds of $114,250.

On March 26, 2014, the Company’s Board has appointed Dr. Robert Melamede as an Advisor to the Board of Directors’ and has been paid an honorarium of $2,500 for the first year of his participation on our Advisory Board and issued 250,000 shares of common stock of the Company.

On April 3, 2014, 1,293,500 warrants from previous private placements were exercised into 1,293,500 common shares of the Company for net proceeds of $177,950.

On April 3, 2014, the Company accepted and received gross proceeds from past consultant of the Company of $1,500 for the exercise of 25,000 stock options at an exercise price of $0.06, into 25,000 common shares of the Company.

On April 10, 2014 a letter of intent, was executed on behalf of a corporation to be incorporated by Lexaria Corp. and Enertopia Corporation(Lessee) and Mr. Jeff Paikin of Ontario Inc. (Lessor) sets out the Lessee’s and Lessor’s shared intent to enter into a lease agreement (the “Lease”) for warehouse space (the “Leased Premises”) in the building located in Ontario (the “Building”). The Company issued the 38,297 common shares at a deemed price of $0.47 per the terms of the Letter of Intent to lease space in Ontario. The LOI has been extended for another 30 days.

On April 17, 2014, the Company accepted and received gross proceeds from a director of CAD$8,475 (US$7,500), for the exercise of 50,000 stock options at $0.15 into 50,000 common shares of the Company.

On April 17, 2014, 651,045 warrants from previous private placements were exercised into 651,045 common shares of the Company for net proceeds of $110,209.

On April 14, 2014, the Company appointed Mr. Jeff Paikin to its Advisory Board for a period of not less than one year, but to be determined by certain performance thresholds described in the letter. Upon signing of the letter of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the letter, Mr. Paikin can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Paikin can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Clark Kent as Media Coordinator for a monthly fee of CAD$2,250 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Kent can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Kent can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Don Shaxon as Ontario Operations Manager for a monthly fee of CAD$3,375 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Shaxon can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Shaxon can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with 490072 Ontario Ltd. operating as HEC Group, wholly owned company by Greg Boone as Human Resources Manager. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Boone or his company can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Boone can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with Jason Springett as Master Grower for Ontario Operations for a monthly fee of $3,375 plus GST. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Springett can be eligible to receive up to a total of 472,500 common shares of the Company. Consulting agreement amended on June 18, 2014, Mr. Springett can be eligible to receive up to a total of 1,350,000 common shares of the Company.

On April 24, 2014 the Company entered into a one year consulting contract with 2342878 Ontario Inc. wholly owned company by Chris Hornung as Assistant Operations Manager. Upon signing of the contract of acceptance the Company issued 90,000 common shares at a deemed price of $0.34. Based on the milestones listed in the contract, Mr. Hornung or his company can be eligible to receive up to a total of 472,500 common shares of the Company. On April 30, 2014, 200,000 warrants from previous private placements were exercised into 200,000 common shares of the Company for net proceeds of $40,000.

On May 3, 2014 the Company entered into a one year consulting contract with Bmullan and Associates wholly owned company by Brian Mullan as Security Consultant. Upon signing of the contract of acceptance the Company issued 45,000 common shares at a deemed price of $0.28. Based on the milestones listed in the contract, Mr. Mullan or his company can be eligible to receive up to a total of 225,000 common shares of the Company.

On May 29, 2014, the Company accepted and received gross proceeds of $20,000 for the exercise of 200,000 warrants at $0.10 each into 200,000 common shares of the Company.

As at May 31, 2014, the Company had 88,957,414 shares issued and outstanding.

XML

Document and Entity Information	9 Months Ended
	May 31, 2014	Jul. 10, 2014
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 31, 2014
Trading Symbol	enrt
Entity Registrant Name	Enertopia Corp.
Entity Central Index Key	0001346022
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		89,780,331
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

XML

STOCK OPTIONS AND WARRANTS

9 Months Ended

May 31, 2014

STOCK OPTIONS AND WARRANTS [Text Block]

12. STOCK OPTIONS AND WARRANTS

Stock Options

On April 14, 2011, the shareholders approved and adopted at the Annual General Meeting to consolidate the Company’s 2007 Equity compensation plan and the Company’s 2010 Equity Compensation Plan into a new Company 2011 Stock Option Plan. The purpose of this Plan is to advance the interests of the Corporation, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of the Corporation and its affiliates; encouraging eligible persons to remain with the Corporation or its affiliates; and attracting new Directors, Officers, Employees and Consultants.

On November 5, 2013 the Company granted 675,000 stock options to directors, officers, and consultant of the Company with an exercise price of $0.06 vested immediately, expiring November 5, 2018.

On November 18, 2013, the Company granted 25,000 stock options to consultant of the Company with an exercise price of $0.09 vested immediately, expiring November 18, 2018.

On January 1, 2014, the Company granted 200,000 stock options to consultant of the Company with an exercise price of $0.075 with 100,000 stock options vesting immediately, 50,000 stock options vested 30 days after the grant and 50,000 stock options vested 60 days after the grant, expiring January 1, 2019.

On January 13, 2014, the Company granted 250,000 stock options to consultant of the Company. with respect to the Corporate Development Agreement dated January 13, 2014. The exercise price of the stock options is $0.16, 250,000 stock options vested immediately, expiring January 13, 2019.

On February 5, 2014, Ryan Foster has joined the Company as an advisor the Company has granted 50,000 stock options to Ryan Foster with an exercise price of $0.35, 25,000 stock options vested immediately, 25,000 stock options vested on July 1, 2014, expiring February 5, 2019.

On March 11, 2014, the Company granted 100,000 stock options to Robert Chadwick with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019. The Company also granted 100,000 options to Clayton Newbury with an exercise price of $0.68, 50,000 stock options vested immediately, 50,000 stock options vested on September 11, 2014, expiring March 11, 2019.

On March 14, 2014, the Company accepted and received gross proceeds from a director of the Company of CAD$8,250 (US$7,500), for the exercise of 50,000 stock options at an exercise price of $0.15, into 50,000 common shares of the Company.

On March 25, 2014, Enertopia Corp (the “Company”) accepted and received gross proceeds of $67,750, for the exercise of 325,000 stock options at $0.06 to $0.25 each, into 325,000 common shares of the Company.

On March 26, 2014, the Company’s Board has appointed Dr. Robert Melamede as an Advisor to the Board of Directors’ the Company has granted 500,000 stock options with an exercise price of $0.70, 250,000 stock options vest immediately and the remaining 250,000 stock options vest September 26, 2014, expiring March 26, 2019.

On April 1, 2014, the Company granted 100,000 stock options vesting immediately, with an exercise price of $0.86, expiring April 1, 2019.

On April 1, 2014, the Company granted 100,000 stock options vesting immediately with an exercise price of $0.86, expiring April 1, 2019.

On April 3, 2014, the Company entered into another 3 month Social Media/Web Marketing Agreement with Stuart Gray. The Company issued 100,000 stock options. The exercise price of the stock options is $0.72, 100,000 stock options vested immediately, expiring April 3, 2019.

On April 3, 2014, the Company accepted and received gross proceeds from past consultant of the Company of $1,500 for the exercise of 25,000 stock options at an exercise price of $0.06, into 25,000 common shares of the Company.

On April 8, 2014, the Company granted 50,000 stock options to a consultant of the Company, Taven White. The exercise price of the stock options is $0.50, 50,000 stock options vested immediately, expiring April 8, 2019.

On April 17, 2014, the Company accepted and received gross proceeds from a director of CAD$8,475 (US$7,500), for the exercise of 50,000 stock options at $0.15 into 50,000 common shares of the Company.

For the nine months ended May 31, 2014, the Company recorded $673,886 (May 31, 2013 – $Nil) stock based compensation expenses which has been included in consulting fees.

A summary of the changes in stock options for the nine months ended May 31, 2014 is presented below:

				Options Outstanding
				Weighted Average
	Number of Shares			Exercise Price
Balance, August 31, 2013	2,455,000		$	0.15
Expired	(150,000	)		0.18
Exercised	(900,000	)		0.10
Granted	2,250,000			0.70
Balance, May 31, 2014	3,655,000		$	0.13

The fair value of options granted has been estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:

		May 31 2014		August 31, 2013
Expected volatility		204%		134.43%
Risk-free interest rate		1.33%		1.32%
Expected life		5.00 years		5.00 years
Dividend yield		0.00%		0.00%
Estimated fair value per option	$	$0.86	$	0.06

The Company has the following options outstanding and exercisable.

May 31, 2014	Options outstanding				Options exercisable
	Number	Remaining		Exercise	Number		Exercise
Exercise prices	of shares	contractual		Price	of shares		Price
		life			exercisable
$0.50	50,000	4.85 years	$	0.50	50,000	$	0.50
$0.72	100,000	4.84 years	$	0.72	100,000	$	0.72
$0.86	200,000	4.84 years	$	0.86	200,000	$	0.86
$0.70	500,000	4.82 years	$	0.70	250,000	$	0.70
$0.68	200,000	4.78 years	$	0.68	100,000	$	0.68
$0.35	50,000	4.69 years	$	0.35	25,000	$	0.35
$0.16	250,000	4.62 years	$	0.16	250,000	$	0.16
$0.075	50,000	4.59 years	$	0.075	50,000	$	0.075
$0.06	550,000	4.43 years	$	0.06	550,000	$	0.06
$0.10	300,000	0.39 years	$	0.10	300,000	$	0.10
$0.10	400,000	0.58 years	$	0.10	400,000	$	0.10
$0.15	555,000	1.71 years	$	0.15	555,000	$	0.15
$0.15	150,000	1.77 years	$	0.15	150,000	$	0.15
$0.15	150,000	2.80 years	$	0.15	150,000	$	0.15
$0.20	100,000	1.44 years	$	0.20	100,000	$	0.20
$0.25	50,000	2.00 years	$	0.25	50,000	$	0.25
	3,655,000	3.19 years	$	0.30	2,280,000	$	0.30

August 31, 2013	Options outstanding				Options exercisable
	Number	Remaining		Exercise	Number		Exercise
Exercise prices	of shares	contractual		Price	of shares		Price
		life			exercisable
$0.10	400,000	1.14 years	$	0.10	400,000	$	0.10
$0.10	450,000	1.33 years	$	0.10	450,000	$	0.10
$0.15	655,000	2.46 years	$	0.15	655,000	$	0.15
$0.15	150,000	2.44 years	$	0.15	150,000	$	0.15
$0.15	250,000	3.55 years	$	0.15	250,000	$	0.15
$0.18	150,000	1.98 years	$	0.18	150,000	$	0.18
$0.20	100,000	1.98 years	$	0.20	150,000	$	0.20
$0.25	300,000	2.76 years	$	0.25	300,000	$	0.25
	2,455,000	2.18 years	$	0.15	2,455,000	$	0.15

Warrants

On November 26, 2013 the Company closed the first tranche of a private placement of 2,720,000 units at a price of CAD$0.05 per unit for gross proceeds of CAD$136,000 ($136,000). Each warrant will be exercisable into one further share at a price of $0.10 per warrant share for a period of thirty six months following the close.

On December 23, 2013, the Company closed its final tranche of a private placement of 2,528,000 units at a price of CAD$0.05 per unit for gross roceeds of CAD$126,400 ($126,400). Each warrant will be exercisable into one further share at a price of US$0.10 per warrant share for a period of thirty six months following the close. The Company also paid a cash finders fee of $10,140 and 202,800 broker warrants to Canaccord Genuity and Wolverton Securities that are exercisable into one common share at a price of US$0.10 that expire on December 23, 2016.

On January 31, 2014, Enertopia closed the first tranche of a private placement of 4,292,000 units at a price of US$0.10 per unit for gross proceeds of $429,200. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. A cash finders’ fee for $29,616 and 296,160 full broker warrants that expire on January 31, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Leede Financial and Wolverton Securities.

On February 13, 2014, Enertopia closed the final tranche of a private placement by issuing 12,938,000 units at a price of $0.10 per unit for gross proceeds of $1,293,800. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share at a price of $0.15 per Warrant Share for a period of twenty four (24) months following closing. One Director and One Officer of the Company participated in the final tranche for $30,000. A cash finders’ fee for $98,784 ; 8,000 common shares in lieu of $800 finders’ fee and 995,840 full broker warrants that expire on February 13, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Global Market Development LLC and Wolverton Securities.

On February 13, 2014, 541,500 warrants from previous private placements were exercised into 541,500 common shares of the Company for net proceeds of US$101,100. The exercise price was $0.20 for 469,500 warrants and $0.10 for 72,000 warrants.

On February 27, 2014, 585,000 warrants from previous private placements were exercised into 585,000 common shares of the Company for net proceeds of US$115,000. The exercise price was $0.20 for 565,000 warrants and $0.10 for 20,000 warrants.

On March 14, 2014, 815,310 warrants from previous private placements were exercised into 815,310 common shares of the Company for net proceeds of $163,062.

On March 17, 2014, 1,548,000 warrants from previous private placements were exercised into 1,548,000 common shares of the Company for net proceeds of US$289,475.

On March 25, 2014, 1,095,000 warrants from previous private placements were exercised into 1,095,000 common shares of the Company for net proceeds of US$114,250.

On April 3, 2014, 1,293,500 warrants from previous private placements were exercised into 1,293,500 common shares of the Company for net proceeds of US$177,950.

On April 17, 2014, 651,045 warrants from previous private placements were exercised into 651,045 common shares of the Company for net proceeds of US$110,209.

On April 30, 2014, 200,000 warrants from previous private placements were exercised into 200,000 common shares of the Company for net proceeds of US$40,000.

On May 29, 2014, the Company accepted and received gross proceeds of $20,000 for the exercise of 200,000 warrants at $0.10 each into 200,000 common shares of the Company.

A summary of warrants as at May 31, 2014 and August 31, 2013 is as follows:

				Warrant Outstanding
				Weighted Average
	Number of warrant			Exercise Price
Balance, August 31, 2013	5,429,800		$	0.20
Exercised	(6,929,355	)	$	0.20
Granted	15,357,800		$	0.13
Balance, May 31, 2014	13,858,245		$	0.15

Number		Exercise	Expiry
Outstanding   1		Price	Date
460,000	$	0.10; $0.20 after 12 months	July 27, 2015
136,000	$	0.10; $0.20 after 12 months	Aug 24, 2015
278,275	$	0.10; $0.20 after 12 months	Sep 28, 2015
430,670	$	0.10; $0.20 after 12 months	Nov 15, 2015
1,720,000	$	0.10	Nov 26, 2016
1,438,800	$	0.10	Dec 23, 2016
2,167,160	$	0.15	Jan 31, 2016
7,227,340	$	0.15	Feb 13, 2016
13,858,245

1. Each warrant entitles a holder to purchase one common share.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (USD $)	COMMON STOCK [Member]	ADDITIONAL PAID-IN CAPITAL [Member]	STOCK TO BE ISSUED [Member]	DEFICIT ACCUMULATED DURING EXPLORATION STAGE [Member]	Total
Beginning Balance at Nov. 24, 2004
Issuance of common stock for cash at $0.02 per share on March 22, 2005	$ 5,468	$ 103,882			$ 109,350
Issuance of common stock for cash at $0.02 per share on March 22, 2005 (Shares)	5,467,500
Issuance of common stock for cash at $0.30 per share on April 6, 2005	1,112	332,638			333,750
Issuance of common stock for cash at $0.30 per share on April 6, 2005 (Shares)	1,112,500
Stock to be issued		37,375	125		37,500
Stock to be issued (Shares)	125,000
(Loss) for the peirod				(167,683)	(167,683)
Ending Balance at Aug. 31, 2005	6,580	473,895	125	(167,683)	312,917
Ending Balance (Shares) at Aug. 31, 2005	6,705,000
Stock issued on September 29, 2005	125		(125)
(Loss) for the peirod				(200,091)	(200,091)
Ending Balance at Aug. 31, 2006	6,705	473,895		(367,774)	112,826
Ending Balance (Shares) at Aug. 31, 2006	6,705,000
Units issued for cash at $0.50 per unit to related parties on March 6, 2007 (included stock based compensation of $116,959)	93	163,236			163,329
Units issued for cash at $0.50 per unit to related parties on March 6, 2007 (included stock based compensation of $116,959) (Shares)	92,740
Stock issued for property on April 18, 2007	250	274,750			275,000
Stock issued for property on April 18, 2007 (Shares)	250,000
Units issued for cash at $0.50 per unit on April 19, 2007	100	49,900			50,000
Units issued for cash at $0.50 per unit on April 19, 2007 (Shares)	100,000
Units issued for cash at $0.50 per unit on August 31, 2007	600	299,400			300,000
Units issued for cash at $0.50 per unit on August 31, 2007 (Shares)	600,000
Imputed interest from non-interest bearing loan		3,405			3,405
(Loss) for the peirod				(607,397)	(607,397)
Ending Balance at Aug. 31, 2007	7,748	1,264,586		(975,171)	297,163
Ending Balance (Shares) at Aug. 31, 2007	7,747,740
Units issued for acquisition at $0.42 per unit on November 30, 2007	6,905	2,893,195			2,900,100
Units issued for acquisition at $0.42 per unit on November 30, 2007 (Shares)	6,905,000
Imputed interest from non-interest bearing loan		7,139			7,139
Stock-based compensation on 1,785,000 options granted		104,257			104,257
(Loss) for the peirod				(372,535)	(372,535)
Ending Balance at Aug. 31, 2008	14,653	4,269,177		(1,347,706)	2,936,124
Ending Balance (Shares) at Aug. 31, 2008	14,652,740
Imputed interest from non-interest bearing loan		4,410			4,410
Stock Based Compensation		35,780			35,780
(Loss) for the peirod				84,233	84,233
Ending Balance at Aug. 31, 2009	14,653	4,309,367		(1,263,473)	3,060,547
Beginning Balance (Shares) at Aug. 31, 2009	14,652,740
Imputed interest from non-interest bearing loan		2,442			2,442
Gain on settlement of the amount due to related parties		34,542			34,542
Stock issued for acquisition at $0.20 per share on February 28, 2010	500	124,500			125,000
Stock issued for acquisition at $0.20 per share on February 28, 2010 (Shares)	500,000
Units issued for cash at $0.15 per unit on May 31, 2010	557	83,068			83,625
Units issued for cash at $0.15 per unit on May 31, 2010 (Shares)	557,500
Stock Based Compensation		78,858			78,858
(Loss) for the peirod				(2,955,141)	(2,955,141)
Ending Balance at Aug. 31, 2010	15,710	4,632,777		(4,218,614)	429,873
Ending Balance (Shares) at Aug. 31, 2010	15,710,240
Debt settlement on November 22, 2010	63	9,313			9,376
Debt settlement on November 22, 2010 (Shares)	62,500
Debt settlement on November 19, 2010	100	14,900			15,000
Debt settlement on November 19, 2010 (Shares)	100,000
Share Subscriptions on March 3, 2011	8,729	885,264			893,993
Share Subscriptions on March 3, 2011 (Shares)	8,729,000
Share issuance costs		(96,490)			(96,490)
Warrants issued on March 3, 2011		(848,459)			(848,459)
Common Shares cancelled on January 1, 2011	(1,000)	1,000
Common Shares cancelled on January 1, 2011 (Shares)	(1,000,000)
Debt settlement on March 16, 2011	78	12,422			12,500
Debt settlement on March 16, 2011 (Shares)	78,125
Debt settlement on April 27, 2011	360	157,412			157,772
Debt settlement on April 27, 2011 (Shares)	360,000
Debt settlement on April 27 2011	100	45,900			46,000
Debt settlement on April 27 2011 (Shares)	100,000
Shares issued Wildhorse on April 11, 2011	500	74,500			75,000
Shares issued Wildhorse on April 11, 2011 (Shares)	500,000
Share issuance correction on Jun 4, 2011	4	(4)
Share issuance correction on Jun 4, 2011 (Shares)	4,000
Stock Based Compensation		254,443			254,443
(Loss) for the peirod				(165,405)	(165,405)
Ending Balance at Aug. 31, 2011	24,644	5,142,978		(4,384,019)	783,603
Ending Balance (Shares) at Aug. 31, 2011	24,643,865
Shares issued Altar on October 11, 2011	100	9,900			10,000
Shares issued Altar on October 11, 2011 (Shares)	100,000
Shares issued Wildhorse on March 30, 2012	150	14,850			15,000
Shares issued Wildhorse on March 30, 2012 (Shares)	150,000
Shares issued Tom Ihrke on April 10, 2012	94	9,281			9,375
Shares issued Tom Ihrke on April 10, 2012 (Shares)	93,750
Shares subscription for cash on April 13, 2012	2,080	191,499			193,579
Shares subscription for cash on April 13, 2012 (Shares)	2,080,000
Shares subscription for cash on July 27, 2012	600	29,400			30,000
Shares subscription for cash on July 27, 2012 (Shares)	600,000
Shares subscription for cash on August 24, 2012	160	7,840			8,000
Shares subscription for cash on August 24, 2012 (Shares)	160,000
Stock Based Compensation		66,953			66,953
(Loss) for the peirod				(1,009,735)	(1,009,735)
Ending Balance at Aug. 31, 2012	27,828	5,472,701		(5,393,754)	106,775
Ending Balance (Shares) at Aug. 31, 2012	27,827,615
Shares issued for cash September 28, 2012	1,074	48,676			49,750
Shares issued for cash September 28, 2012 (Shares)	1,074,500
Shares issued Altar on November 24, 2012	100	5,900			6,000
Shares issued Altar on November 24, 2012 (Shares)	100,000
Shares issued for cash November 15, 2012	1,152	49,498			50,650
Shares issued for cash November 15, 2012 (Shares)	1,152,300
Shares issued to Mark Snyder	160	15,840			16,000
Shares issued to Mark Snyder (Shares)	160,000
Debt settlement on March 1, 2013		30,280			30,280
(Loss) for the peirod				(730,904)	(730,904)
Ending Balance at Aug. 31, 2013	30,314	5,622,895		(6,124,658)	(471,449)
Ending Balance (Shares) at Aug. 31, 2013	30,314,415
Shares issued to Downhole Energy	100	3,900			4,000
Shares issued to Downhole Energy (Shares)	100,000
Shares issued to Stewart Briggs/Olibri	750	36,750			37,500
Shares issued to Stewart Briggs/Olibri (Shares)	750,000
Shares issued for MM Assets	10,000	390,000			400,000
Shares issued for MM Assets (Shares)	10,000,000
Shares issued for Investor Relations	200	13,800			14,000
Shares issued for Investor Relations (Shares)	200,000
Shares issued for cash for PP on Nov 18	2,720	133,280			136,000
Shares issued for cash for PP on Nov 18 (Shares)	2,720,000
Shares issued for cash for PP on Dec 23	2,528	113,732			116,260
Shares issued for cash for PP on Dec 23 (Shares)	2,528,000
Shares issued per Agreement with DS	250	37,250			37,500
Shares issued per Agreement with DS (Shares)	250,000
Shares issued per JV with WOM	5,000	895,000			900,000
Shares issued per JV with WOM (Shares)	5,000,000
Shares issued for cash for PP on Jan 31	4,292	395,142			399,434
Shares issued for cash for PP on Jan 31 (Shares)	4,292,000
Shares issued for warrant conversion	1,127	214,974			216,101
Shares issued for warrant conversion (Shares)	1,126,500
Shares issued for option conversion	450	43,800			44,250
Shares issued for option conversion (Shares)	450,000
Shares issued for cash for PP on Feb 13	12,946	1,182,070			1,195,016
Shares issued for cash for PP on Feb 13 (Shares)	12,946,000
Shares issued as per Agreeement with Agora	54	12,446			12,500
Shares issued as per Agreeement with Agora (Shares)	54,347
Shares issued per JV Agreement with GCL	10,000	2,090,000			2,100,000
Shares issued per JV Agreement with GCL (Shares)	10,000,000
Shares issued per JV Agreement with WOM	1,000	679,000			680,000
Shares issued per JV Agreement with WOM (Shares)	1,000,000
Shares issued for warrant conversion (Two)	5,828	910,617			916,445
Shares issued for warrant conversion (Two) (Shares)	5,827,855
Shares issued for option conversion (Two)	425	82,325			82,750
Shares issued for option conversion (Two) (Shares)	425,000
Shares issued as per agreement with R. Chadwick	100	67,900			68,000
Shares issued as per agreement with R. Chadwick (Shares)	100,000
Shares issued as per agreement with Dr. Melamede	250	174,750			175,000
Shares issued as per agreement with Dr. Melamede (Shares)	250,000
Shares issued as per various Ontario agreements	623	213,577			214,200
Shares issued as per various Ontario agreements (Shares)	623,297
Short swing		7,058			7,058
Stock Based Compensation		673,886			673,886
(Loss) for the peirod				(1,444,895)	(1,444,895)
Ending Balance at May. 31, 2014	$ 88,957	$ 13,994,152		$ (7,569,553)	$ 6,513,556
Ending Balance (Shares) at May. 31, 2014	88,957,414

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LONG TERM INVESTMENTS

9 Months Ended

May 31, 2014

LONG TERM INVESTMENTS [Text Block]

6. LONG TERM INVESTMENTS

Global Solar Water Power Systems Inc.

On February 28, 2010, the Company entered into an Asset and Share Purchase Agreement with the Company’s former chief technical officer - Mr. Mark Snyder to acquire up to 20% ownership interest of GSWPS. As at August 31, 2012, the Company had 9.82% (August 31, 2011 – 8.14%) investment in Global Solar Water Power Systems Inc. (“GSWPS”). This was made by a cash/accrued contribution of $145,500 and an issuance of 500,000 shares of the Company at $0.25 per share for a combined value of $270,500. The investment in 2012 had been written down to $68,500.

On March 1, 2013, the Company transferred 1.68% of interest back to GSWPS for settlement the accrued payments of $42,000 with Mr. Mark Snyder. As result, the Company’s interest in GSWPS reduced from 9.82% to 8.14% .The difference between the fair value of the 1.68% GSWPS interest and $42,000 was recorded under additional paid-in capital.

During the August 31, 2013 fiscal year end, based on the management’s assessment of GSWPS’s current operations, the Company decided to write down long-term investment in GSWPS to $1.

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ASSETS HELD FOR SALE

9 Months Ended

May 31, 2014

ASSETS HELD FOR SALE [Text Block]

5. ASSETS HELD FOR SALE

Assets held for sale as May 31, 2014 and August 31, 2013 were comprised of the following:

		May 31, 2014		August 31, 2013
	$		$
Investments in Pro-Eco Energy		-		32,197
		-		32,197

Pro Eco Energy USA Ltd.

On April 21, 2008, the Company purchased 900,000 shares for $45,000 in Pro Eco Energy USA Ltd. (“Pro Eco Energy”) which represented 8.25% ownership. The former Chairman of the Company is a Director in Pro Eco Energy which had established the existence of significant influence in Pro Eco Energy and accordingly the equity method of accounting was adopted for the investment.

On December 2, 2013, the Company sold its investment in Pro Eco Energy Ltd. from its original purchase price of $45,000 which gave the Company 900,000 shares or 8.25% interest in the Pro Eco on April 21, 2008 to Western Standard Energy Corp. (the “ Purchase”) for $40,000. The terms of the purchase are as follows: a) $10,000 on the Closing date which is December 02, 2013; b) $10,000 on or before December 31, 2013; c) $10,000 on or before January 31, 2014; d) $10,000 on or before February 28, 2014. As at May 31, 2014, $30,000 was included in receivable. The Company is confident to collect this amount once the Purchaser completes it ongoing financing.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

May 31, 2014

Basis of Consolidation [Policy Text Block]

a)

Basis of Consolidation

The unaudited interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Target Energy, Inc., which has been dissolved effective November 4, 2013 with no significant accounting impact, equity interest of Pro Eco Energy Inc., which has been sold on December 2, 2013 with a gain of approximately $7,000, Global Solar Water Power Systems Inc. has been written down to $1, 31% interest in Joint Venture with World of Maihuana Productions Ltd. (“WOM”) and 49% interest in Joint Venture with Green Canvas Ltd. (" GCL), 51% interest in a Joint Venture with Lexaria on a location in Ontario. All significant inter-company balances and transactions have been eliminated.

New Accounting Pronouncements [Policy Text Block]

b)	New Accounting Pronouncements
	In March 2013, the Financial Accounting Standards Board ( “FASB ” ) issued Accounting Standards Update ("ASU") 2013-05, "Foreign Currency Matters (Topic 830); Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This guidance applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. ASU No. 2013-05 is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We will adopt this guidance beginning with our fiscal quarter starting from March 1, 2014. We are currently reviewing the provisions of ASU No. 2013-05 on our consolidated financial statements.
	In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This new guidance provides specific financial statement presentation requirements of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit in those circumstances should be presented as a reduction to the deferred tax asset. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The Company does not believe that the adoption of this guidance will have a material impact on its consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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COMMITMENTS OTHER

9 Months Ended

May 31, 2014

COMMITMENTS OTHER [Text Block]

13. COMMITMENTS – OTHER

(a) The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $5,000 per month plus HST/GST on a continuing basis.

	Effective March 1, 2014, the Company entered into a new consulting contract with the consulting services at $6,500 per month plus GST.
(b)	On October 9, 2009, the Company entered into consulting agreement with BKB Management Ltd., a corporation organized under the laws of the Province of British Columbia. BKB Management Ltd. is a consulting company controlled by the chief financial officer of the Company. BKB Management provides management consulting services for CAD$4,500 per month plus HST/GST. Effective April 1, 2011, the consulting services are CAD$5,500 per month plus HST/GST. Effective March 1, 2014, the Company entered into a new consulting agreement with the consulting services at CAD$7,500 per month plus GST.
(c)	On January 1, the Company signed a On January 1, 2014, the Company entered into an Social Media/Web Marketing Agreement with Stuart Gray. The initial term of this agreement shall begin on the date of execution of this Agreement and continue for three months. In consideration for the services the Company will pay the Provider Stuart Gray a monthly fee of $5,000. Upon execution of the Agreement, the Company issued 200,000 stock options. The exercise price of the stock options is $0.075, 100,000 stock options vested immediately, 50,000 stock options vested 30 days after the grant and 50,000 stock options vested 60 days after the grant, expiring January 1, 2019.
(d)	On January 13, 2014, the Company entered into a corporate development agreement with Don Shaxon. The initial term of this agreement shall begin on the date of execution of this agreement and continue for twelve months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice. In consideration for the services the Company will pay the Provider Don Shaxon a signing stock bonus of 250,000 common shares of the Company, one-time cash bonus of $40,000 90 days after the commencement of the contract, and a monthly fee of $3,500 plus $500 in monthly expenses. Upon execution of the Agreement, the Company also granted 250,000 stock options. to Don Shaxon with respect to the corporate development agreement dated January 13, 2014. The exercise price of the stock options is $0.16, 250,000 stock options vested immediately, expiring January 13, 2019.
(e)	On February 27, 2014, the Company signed a $50,000 12 month marketing agreement with Agoracom payable in common shares of the Company on a quarterly basis. The first quarter payment of $12,500 has been paid by issuing 54,347 common shares of the Company at a market price of $0.23 per share.
(f)	On March 10, 2014, the Company’s Board has appointed Mr. Matthew Chadwick and the Company entered into a Management Agreement with Matthew Chadwick as Senior Vice President of Marijuana Operations. The initial term of this agreement shall begin on the date of execution of this agreement and continue for six months. Thereafter the agreement will continue on a month-by-month basis pending cancelation by written notification with 30 days notice. In consideration for the services the Company will pay Mr. Matthew Chadwick CAD$25,000 per month.
(g)	On March 14, 2014, the Company signed a six month contract for $21,735 with The Money Channel to provide services for national television, internet and radio media campaign.
(h)	On April 1, 2014, the Company has entered into a one year consulting agreement with Kristian Dagsaan to provide controller services for CAD$3,000 plus GST per month.
(i)	On April 1, 2014, the Company entered into a 90 day investor relations contract for CAD $9,000 with Ken Faulkner.

(j)	On April 3, 2014, the Company entered into another 3 month Social Media/Web Marketing Agreement with Stuart Gray. In consideration for the services the Company will pay the Provider Stuart Gray a monthly fee of $5,000.
(k)	Also see note 7, 8, 11, 15.

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SHORT TERM LOAN

9 Months Ended

May 31, 2014

SHORT TERM LOAN [Text Block]

9. SHORT TERM LOAN

On February 9, 2012, the Company signed a Loan Agreement with Robert McAllister, president and director of the Company, to borrow $50,045 (CAD$50,000). The unsecured loan was due on May 9, 2012 at an interest rate of 10% per annum. Upon short term loan due, the loan term has been changed to a month to month.

On February 20, 2014, the Company paid back the loan in full to Robert McAllister.

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MINERAL PROPERTY AND OIL AND GAS PROPERTIES

9 Months Ended

May 31, 2014

MINERAL PROPERTY AND OIL AND GAS PROPERTIES [Text Block]

7. MINERAL PROPERTY AND OIL AND GAS PROPERTIES

On January 31, 2011, the Company entered into a letter of intent and paid $7,500 deposit to Wildhorse Copper Inc. and its wholly owned subsidiary Wildhorse Copper (AZ) Inc. (collectively, the “Optionors”). On April 11, 2011, the Company signed a Mineral Purchase Option Agreement (“Option Agreement”) with the Optionors respecting an option to earn a 100% interest, subject to a 1% NSR capped to a maximum of $2,000,000 in a property known as the Copper Hills property. The Copper Hills property is comprised of 56 located mining claims covering a total of 1,150 acres located in New Mexico, USA. The Optionors hold the Copper Hills property directly and indirectly through property purchase agreements between the Optionors and third parties (collectively, the “Indirect Agreements”). Pursuant to the Option Agreement the Optionors have assigned the Indirect Agreements to the Company. In order to earn the interest in the Copper Hills property, the Company is required to make aggregate cash payments of $591,650 over an eight year period and issue an aggregate of 1,000,000 shares of its common stock over a three year period. As at May 31, 2013, the Company has issued 500,000 shares at price of $0.15 per share and 150,000 shares at price of $0.10 per share to the Optionors and made aggregate cash payment of $106,863 (August 31, 2012-$106,863); the Company has expensed exploration costs of $143,680 (August 31, 2012-$143,680). On June 26, 2013, the Company announced the termination of its Option Agreement and write off all the capitalized costs.

On July 19, 2011, the Company entered into a letter of intent and paid US$15,000 deposit to Altar Resources. Subsequent to August 31, 2011, on October 11, 2011, the Company signed a Mineral Purchase Option Agreement with Altar Resources with respect to an option to earn 100% interest, subject to a 2.5% NSR in a property known as Mildred Peak. The mining claims are in Arizona covering approximately 7,148 acres from Altar Resources which holds the mining claims directly and indirectly through federal mining claims and state mineral exploration leases; or, represented that it would hold such claims in good standing at the time of closing a definitive agreement. The Company is required to make aggregate cash payments of $881,000 over a five year period and issue an aggregate of 1,000,000 shares of its common stock over a four year period. As at February 28, 2013, the Company had made aggregate cash payments of $124,980 (August 31, 2012-$84,980) and issued 100,000 shares at price of $0.10 per share and 100,000 common shares at $0.06 per share to Altar Resources; along with expensed incurred exploration costs of $13,380. On May 30, 2013, the Company terminated the Option Agreement and has written off $140,980 of capitalized costs.

On September 17, 2013 the Company entered into an AMI Participation Agreement with Downhole Energy LLC to participate in 100% gross interest and 75% net revenue interest for drilling, completion and production of up to 100 oil wells on certain oil and gas leases covering 2,924 in the historic field located in Forest and Venango counties, Pennsylvania. In order to earn the interest in this property, the Company is required to make the following payments:

• Issuing to the Vendor 100,000 common shares in the capital stock of the Company as soon as practicable following the execution of this Agreement (issued at $0.04 per share),

• Drilling up to10 wells in year one and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the first anniversary of this Agreement,

• Drilling up to 20 wells in year two and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the second anniversary of this Agreement,

• Drilling up to 30 wells in year three and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the third anniversary of this Agreement, and

• Drilling up to 40 wells in year four and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the fourth anniversary of this Agreement.

On execution of this agreement the company issued 100,000 of its common shares at $0.04 per share to Downhole Energy LLC.

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MEDICAL MARIJUANA INVESTMENT

9 Months Ended

May 31, 2014

MEDICAL MARIJUANA INVESTMENT [Text Block]

8. MEDICAL MARIJUANA INVESTMENT

(a) The Company has entered into a Joint Venture Agreement (the “ WOM Agreement”) on January 16, 2014 with World of Marihuana Productions Ltd. (“WOM”) where the Company can acquire up to 51% of the Joint Venture business ownership interest. WOM is expected to acquire a licence issued by Health Canada (the "Licence") to allow for WOM to operate a business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marijuana (the “WOM Business”) which shall be located at 33420 Cardinal Street, Mission, British Columbia (the "Premises"). Both parties entered into a non-binding Letter Of Intent dated for reference the 1 ^st day of November, 2013 (the "LOI") which shall be superseded by the WOM Agreement. Both parties entered into the WOM Agreement which set out the terms and conditions in which the Company may acquire up to a 51% ownership interest in the Joint Venture WOM Business. The Effective Date" means the first business day following the day on which WOM has received the final and duly issued Licence from Health Canada and has notified Enertopia of such receipt. The execution date (the “Execution Date”) is upon signing of this WOM Agreement.

The following are the terms of the WOM Agreement:

Enertopia shall purchase its Interest in the Business as set out below, provided that all cash payments are payable directly to WOM by way of wire transfer:

i)	10,000,000 shares of the restricted common stock of Enertopia (the "Shares") to 0984329 B.C. Ltd ("098") at the direction of WOM at the time of execution of the LOI (the "LOI Shares") (Completed);
ii)	Issuance of 5,000,000 Shares to 098 and payment of $100,000 to WOM upon signing of this WOM Agreement the Execution Date which Shares will be held in escrow (the "Escrow Shares") by Enertopia's solicitors until such time as the Effective Date has occurred. Upon occurrence of the Effective Date, the Escrow Shares will be released from escrow; (Completed)
iii)	Payment to WOM of $75,000 by January 31, 2014 in exchange for which Enertopia will be granted a 30% Interest in the WOM Business;(Completed)
iv)	Issue 1,000,000 Shares to 098 and pay $200,000 to WOM on or before the date that is six months from the Execution Date in exchange for which Enertopia shall be granted a further 1% Interest in the WOM Business; (Completed)

v) Issue 1,000,000 Shares to 098 and pay $200,000 to WOM on or before the one year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 2% Interest in the WOM Business;

vi)	Issue 1,000,000 Shares to 098 and $200,000 to WOM on or before the second year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 6% Interest in the WOM Business;
vii)	Issue 1,000,000 Shares to 098 and $300,000 to WOM on or before the third year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 6% Interest in the WOM Business;
viii)	Issue 1,000,000 Shares to 098 and $300,000 to WOM on or before the fourth year anniversary of the Execution Date in exchange for which Enertopia shall be granted a further 6% interest in the WOM Business for a total of 51% Interest to be held by Enertopia at such time;

ix)	Following the Effective Date and subject to any required stock exchange approvals, Enertopia shall appoint Mathew Chadwick, the current sole director of WOM (the "Appointee"), to the board of directors of Enertopia. The Appointee will hold office until the next annual meeting of the shareholders of Enertopia unless his office is earlier vacated in accordance with applicable corporate law. Enertopia shall include the Appointee as one of the management nominees put forth by Enertopia at each shareholder meeting at which the election of directors is an item of business, provided however, that the Appointee shall only be entitled to serve as a director of Enertopia as long as this Agreement is in good standing, full force and effect;
x)	WOM shall not, at any time following the Effective Date and during the course this Agreement remains in effect, issue, split, reverse split, hypothecate or otherwise transact any of its share capital, under any circumstance, without the prior written consent of Enertopia; and
xi)	WOM shall use the first $375,000 paid by Enertopia pursuant to the term of the WOM Agreement hereof to upgrade the Business as may be required pursuant to Health Canada stipulations or as my otherwise required to advance the Business.

(b)

On February 7, 2014, the Company has entered into a binding Letter of Intent ("LOI") shall set forth the basic terms of the recent discussions between Enertopia Corporation ("Enertopia") and Wisplite Technologies Incorporated ("WTI") and Wisplite Technologies Group Incorporated (“WTGI”) and CEX Holdings Limited (“CEX”) (collectively, the "Parties") with regard to the acquisition (the "Acquisition") by Enertopia of all of the issued and outstanding shares of WTI.Acquisition Structure. In accordance with the terms of a formal and definitive agreement to be entered into between Enertopia and the current shareholders of WTI (the "Shareholders) (the "Definitive Agreement"), Enertopia shall be entitled to acquire all of the issued and outstanding shares of WTI from the Shareholders. WTGI and CEX are the majority shareholders of WTI. WTI owns certain proprietary technologies, inventions, products, processes, formulae, designs, data, information and materials related to portable vaporizing devices. Upon the execution of this LOI, Enertopia paid WTI the sum of $85,000 which is for the payment of patent payments and associated costs. As at February 28, 2014, the LOI has been terminated and the CAD$85,000 has been expensed.

(c)

On February 28, 2014, the Company has entered into a Joint Venture Agreement (" the GCL Agreement") with The Green Canvas Ltd. ("GCL") (collectively, the "Parties") with regard to the acquisition (the "Acquisition") by Enertopia of up a 75% interest in the business of GCL (the "GCL Business"), being the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes.

The Company shall be entitled to acquire up to 75% ownership interest in the GCL Business (an "Ownership Interest") as follows:

a)	Payment of $100,000 at the time of execution of the LOI (Completed);
b)	Either concurrently with or immediately following the Execution Date, Enertopia shall complete the following in return for which Enertopia will be granted and vested with a 49% Ownership Interest in the Business:
(i)	issue to GCL an aggregate of 10,000,000 common shares of Enertopia ("Shares"); and (Completed)
(ii)	pay to GCL the aggregate sum of $500,000, the full amount of which, less the sum of $113,400 payable to Wolverton Securities as a finder's fee, shall be used by GCL to upgrade the GCL Business as may be necessary pursuant to MMPR requirements or as may otherwise be required to advance the GCL Business.(Completed)
c)	An aggregate of 6,400,000 of the Shares issued pursuant to the term of CGL Agreement shall be held in escrow (the "Escrow Shares") by the Company’s solicitors until the Effective Date. Upon occurrence of the Effective Date, Enertopia will cause its solicitors to release the Escrow Shares from escrow. (Completed)
d)	On or before the first anniversary of the Execution Date, Enertopia shall pay the sum of $250,000 to GCL and issue 3,000,000 Shares to GCL, in return for which Enertopia will be granted and vested with an additional 2% Ownership Interest for a total Ownership Interest of 51% at such time.
e)	On or before the second anniversary of the Execution Date, pay the sum of $150,000 to GCL and issue 3,000,000 Shares to GCL, in return for which Enertopia will be granted and vested with an additional 9% Ownership Interest for a total Ownership Interest of 60% at such time.
f)	Upon earning a 60% Ownership Interest on or before the second anniversary of the Execution Date in accordance with Sections (d) and (e), Enertopia shall have the option to acquire an additional 15% Ownership Interest through the issuance of an additional 3,000,000 Shares to GCL on or before the third anniversary of the Execution Date.
g)	In the event the Effective Date does not occur within twelve (12) months from the Execution Date:
(i)	GCL shall return all Shares issued to it by Enertopia pursuant to this Agreement other than 3,600,000 Shares of the 10,000,000 Shares issued pursuant to the term of GCL Agreement (comprised of 1,800,000 Shares issued to Wolverton Securities and 1,800,000 Shares issued to GCL) which GCL shall be entitled to retain;
(ii)	The Management Agreements (as hereinafter defined) shall terminate immediately and Enertopia shall have no further obligation with respect to the Management Compensation (as hereinafter defined); and
(iii)	This Agreement shall terminate and Enertopia will be released from all obligations under this GCL Agreement and GCL will also be so released provided that it has fulfilled its obligation pursuant to the term of CGL Agreement

The terms of the GCL Agreement also require Enertopia to fund, for a period of three years subject to early termination of the Agreement, any shortfall in the payment of management fees to certain Green Canvas consultants in the amount of $15,000 per month, which fees are to be paid out of the gross profits of the joint venture.

(d)

On March 5, 2014, the Company and Mr. Robert McAllister has entered into a three year Joint Venture Agreement ("JV") with Lexaria Corp. collectively, the "Parties"). Whereas the Company and Robert McAllister will source opportunities in the Business, and the terms and conditions on which the Parties will form a joint venture to jointly participate in, or offer specific opportunities within the Business (the "Joint Venture"), and Robert McAllister will join the Lexaria Corp. advisory board for the term of this Agreement. Lexaria Corp. issued the Company 1,000,000 shares and Robert McAllister 500,000 shares on signing of the Agreement. Lexaria agrees to additionally pay Enertopia a finder’s commission, received at the sole election of Enertopia in either cash or in common restricted shares of Lexaria, within a range of 2% - 5% of the value (less of taxes) of any future Business acquisition, joint venture or transaction that Lexaria accepts and closes for the life of this Agreement. Lexaria as its initial Contribution, hereby pays to McAllister 500,000 common restricted shares as compensation for entering the Joint Venture and for McAllister to initiate and during the term of the Agreement continue to provide to Lexaria opportunities for Lexaria to build its Business. Lexaria agrees to additionally award McAllister 500,000 stock options to buy common shares of Lexaria, with terms to be specified and ratified by shareholder and regulatory approvals, as compensation for joining and serving as Chairperson of Lexaria’s marihuana Business advisory board for the term of this Agreement.

(e)

On May 28, 2014, Enertopia and Lexaria signed a Definitive Agreement. Enertopia and Lexaria each wish to develop a business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, marijuana (the "Business") located in Ontario (the "Property"), and on or about April 10, 2014, the Parties entered a Letter of Intent that set forth the basic terms of a proposed joint venture agreement between Enertopia and Lexaria for those purposes. Whereby, Lexaria issued 500,000 common shares to Enertopia. Enertopia wishes to acquire a license from Health Canada a license to designate Enertopia as a Licensed Producer pursuant to Canada's Marijuana for Medical Purposes Regulations (the "License"). The Parties are entering into this Agreement to set out the terms and conditions by which Enertopia does own a 51% interest in the Business and Lexaria does own a 49% interest in the Business; and the terms and conditions on which the Parties will form and operate the joint venture to jointly participate in the Business (the "Joint Venture").

The Parties contribute the following as their initial contributions to the Business:

Enertopia, as its initial contribution, hereby contributes $45,000 to the Joint Venture bank account. Lexaria, as its initial contribution, hereby contributes $55,000 to the Joint Venture bank account.

The Parties shall have the following Ownership Interests under this Agreement and of the Business:

Enertopia - 51%
Lexaria - 49%

The Parties shall bear the costs arising under this Agreement and the operation of the Business as to the following, as further described in this Agreement (the “Cost Interests”):

Enertopia - 45%
Lexaria - 55%

The Parties shall have the following insured liability for all things that are not operating costs arising under this Agreement and the operation of the Business as to the following:

Enertopia - 51%

Lexaria - 49%

The Parties shall receive all revenues and profits derived from the operation of the Business as to the following, as further described in this Agreement (the “Revenue Interests”):

Enertopia - 51%
Lexaria - 49%

Enertopia shall act as the manager of the Operations (the "Manager") for so long as its Ownership Interest is 51% or more. Enertopia may designate a specified individual as Manager if the Parties unanimously consent to such appointment. If any party, including Lexaria, gains a 51% Ownership Interest in the Business, then Enertopia shall have the obligation, if requested by the 51% Ownership Interest party, to surrender the Manager position.

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RELATED PARTIES TRANSACTION

9 Months Ended

May 31, 2014

RELATED PARTIES TRANSACTION [Text Block]

10. RELATED PARTIES TRANSACTION

For the nine months ended May 31, 2014, the Company was party to the following related party transactions:

• Paid/accrued $49,500 (May 31, 2013: $45,000) to the President of the Company in consulting fees.

• Paid/accrued $55,500 CAD (May 31, 2013: $49,500 CAD) in consulting fees to a company controlled by the CFO of the Company.

• Paid $75,000 CAD (May 31, 2013: $Nil) in consulting fees to the Senior Business Development

• As at May 31, 1014, $72,910 was payable to the officers/directors and the companies controlled by the officers/directors of the Company.

• Director of Enertopia fell under the short swing rule and paid the Company $7,058.

• See Note 8 and 9.

The related party transactions are recorded at the exchange amount established and agreed to between the related parties.

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MEDICAL MARIJUANA INVESTMENT (Narrative) (Details)	9 Months Ended
	May 31, 2014 USD ($)	May 31, 2014 CAD
Medical Marijuana Investment 1	51.00%	51.00%
Medical Marijuana Investment 2	51.00%	51.00%
Medical Marijuana Investment 3	10,000,000	10,000,000
Medical Marijuana Investment 4	5,000,000	5,000,000
Medical Marijuana Investment 5	$ 100,000
Medical Marijuana Investment 6	75,000
Medical Marijuana Investment 7	30.00%	30.00%
Medical Marijuana Investment 8	1,000,000	1,000,000
Medical Marijuana Investment 9	200,000
Medical Marijuana Investment 10	1.00%	1.00%
Medical Marijuana Investment 11	1,000,000	1,000,000
Medical Marijuana Investment 12	200,000
Medical Marijuana Investment 13	2.00%	2.00%
Medical Marijuana Investment 14	1,000,000	1,000,000
Medical Marijuana Investment 15	200,000
Medical Marijuana Investment 16	6.00%	6.00%
Medical Marijuana Investment 17	1,000,000	1,000,000
Medical Marijuana Investment 18	300,000
Medical Marijuana Investment 19	6.00%	6.00%
Medical Marijuana Investment 20	1,000,000	1,000,000
Medical Marijuana Investment 21	300,000
Medical Marijuana Investment 22	6.00%	6.00%
Medical Marijuana Investment 23	51.00%	51.00%
Medical Marijuana Investment 24	375,000
Medical Marijuana Investment 25	85,000
Medical Marijuana Investment 26		85,000
Medical Marijuana Investment 27	75.00%	75.00%
Medical Marijuana Investment 28	75.00%	75.00%
Medical Marijuana Investment 29	100,000
Medical Marijuana Investment 30	49.00%	49.00%
Medical Marijuana Investment 31	10,000,000	10,000,000
Medical Marijuana Investment 32	500,000
Medical Marijuana Investment 33	113,400
Medical Marijuana Investment 34	6,400,000	6,400,000
Medical Marijuana Investment 35	250,000
Medical Marijuana Investment 36	3,000,000	3,000,000
Medical Marijuana Investment 37	2.00%	2.00%
Medical Marijuana Investment 38	51.00%	51.00%
Medical Marijuana Investment 39	150,000
Medical Marijuana Investment 40	3,000,000	3,000,000
Medical Marijuana Investment 41	9.00%	9.00%
Medical Marijuana Investment 42	60.00%	60.00%
Medical Marijuana Investment 43	60.00%	60.00%
Medical Marijuana Investment 44	15.00%	15.00%
Medical Marijuana Investment 45	3,000,000	3,000,000
Medical Marijuana Investment 46	3,600,000	3,600,000
Medical Marijuana Investment 47	10,000,000	10,000,000
Medical Marijuana Investment 48	1,800,000	1,800,000
Medical Marijuana Investment 49	1,800,000	1,800,000
Medical Marijuana Investment 50	15,000	15,000
Medical Marijuana Investment 51	1,000,000	1,000,000
Medical Marijuana Investment 52	500,000	500,000
Medical Marijuana Investment 53	2.00%	2.00%
Medical Marijuana Investment 54	5.00%	5.00%
Medical Marijuana Investment 55	500,000	500,000
Medical Marijuana Investment 56	500,000	500,000
Medical Marijuana Investment 57	500,000	500,000
Medical Marijuana Investment 58	51.00%	51.00%
Medical Marijuana Investment 59	49.00%	49.00%
Medical Marijuana Investment 60	45,000
Medical Marijuana Investment 61	$ 55,000
Medical Marijuana Investment 62	51.00%	51.00%
Medical Marijuana Investment 63	49.00%	49.00%
Medical Marijuana Investment 64	45.00%	45.00%
Medical Marijuana Investment 65	55.00%	55.00%
Medical Marijuana Investment 66	51.00%	51.00%
Medical Marijuana Investment 67	49.00%	49.00%
Medical Marijuana Investment 68	51.00%	51.00%
Medical Marijuana Investment 69	49.00%	49.00%
Medical Marijuana Investment 70	51.00%	51.00%
Medical Marijuana Investment 71	51.00%	51.00%
Medical Marijuana Investment 72	51.00%	51.00%

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SUBSEQUENT EVENTS

9 Months Ended

May 31, 2014

SUBSEQUENT EVENTS [Text Block]

15. SUBSEQUENT EVENTS

(a)	On June 2, 2014, the Company signed a 30 day contract for $10,000 with TDM Financial to provide services for original video production, original coverage, network placement of video and article, article and video syndication, email distribution, and reporting.
(b)	On June 9. 2014 as per marketing agreement signed with Agoracom on February 27, 2014 for a 12 month contract, the Company made its second quarter payment is $12,500 plus GST by issuing 72,917 common shares of the Company at a market price of $0.18 per share.
(c)	On July 1, 2014, the Company has entered into a one year services agreement with TDM Financial for $120,000 payable in common shares of the Company. TDM Financial will provide marketing solutions and strategies to the Company. Upon the signing of the contract with TDM Financial, the Company issued 750,000 common stock of the Company at a deemed price of $0.16 for the term of the agreement.

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SEGMENTED INFORMATION (Tables)

9 Months Ended

May 31, 2014

Schedule of Segment Reporting Information, by Segment [Table Text Block]

						Medical
Quarter ended May 31, 2014		Renewable energy		Oil and Gas		Marijuana		Corporate			Consolidated
Revenues	$	-	$		$	-	$			$	-
Net income (loss) from operations						240,625		(1,6,85,520	)		(1,444,895	)
Total assets	$	1	$	4,000	$	4,863,829	$	1,961,637 $			6,829,466

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Schedule of Assets held for sale (Details) (USD $)	9 Months Ended
	May 31, 2014
Assets Held For Sale Schedule Of Assets Held For Sale 1	$ 0
Assets Held For Sale Schedule Of Assets Held For Sale 2	32,197
Assets Held For Sale Schedule Of Assets Held For Sale 3	0
Assets Held For Sale Schedule Of Assets Held For Sale 4	$ 32,197

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended		114 Months Ended
	May 31, 2014	May 31, 2013	May 31, 2014	May 31, 2013	May 31, 2014
Revenue
Non-renewal energy - natural gas and oil revenue	$ 0	$ 0	$ 0	$ 0	$ 374,342
Renewable energy - service revenue	0	0	0	0	32,119
Total Revenue	0	0	0	0	406,461
Non-renewable energy:
Natural gas and oil operating costs and royalties	0	0	0	0	141,197
Depletion	0	0	0	0	298,489
Write-down in carrying value of oil and gas property	0	0	0	0	293,436
Renewable energy	0	0	0	0	48,050
Cost of Revenue	0	0	0	0	781,172
Gross Profit	0	0	0	0	(374,711)
Expenses
Accounting and audit	12,570	12,307	35,244	48,623	422,406
Sales & Marketing	0	0	0	0	846
Advertising & Promotions	34,886	923	108,344	4,816	188,838
Bank charges and interest expense	1,032	1,287	4,256	5,534	70,490
Consulting	1,087,592	46,282	1,278,397	148,189	3,061,256
Mineral exploration costs	0	0	0	13,380	520,869
Fees and dues	15,045	5,076	30,713	18,344	182,340
Insurance	3,103	4,117	11,889	12,349	92,311
Investor relations	30,055	0	56,684	0	180,498
Legal and professional	35,679	1,094	45,451	2,280	268,938
Office and miscellaneous	7,588	(314)	19,789	1,611	78,773
Rent	25,624	3,465	28,128	11,318	124,050
Telephone	555	584	784	2,659	21,148
Training & Conferences	23,104	0	32,482	0	47,968
Travel	22,050	5,065	33,358	7,079	151,760
Total expenses	1,298,883	79,886	1,685,519	276,182	5,412,491
(Loss) for the period before other items	(1,298,883)	(79,886)	(1,685,519)	(276,182)	(5,787,202)
Other income (expense)
Other income	300,000	0	300,000	0	309,433
Impairment of long term investments	0	0	(76,595)	0	(330,434)
Others	0	0	0	0	22,775
Equity interest pick up	(123,799)	0	(132,781)	(850)	(150,525)
Gain on owned securities	150,000	0	150,000	(3,750)	(133,083)
Gain on disposition of oil and gas interests	0	0	0	0	522,976
Revaluation of warrants liability	0	0	0	9,789	896,019
Write down of oil and gas properties	0	(140,980)	0	(140,980)	(2,919,511)
Net loss and comrehensive loss for the period	$ (972,682)	$ (220,866)	$ (1,444,895)	$ (411,973)	$ (7,569,553)
Basic and diluted income (loss) per share	$ (0.01)	$ (0.01)	$ (0.03)	$ (0.01)
Weighted average number of common shares outstanding - basic and diluted	86,529,895	30,314,415	57,551,337	29,756,976

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OWNED SECURITIES

9 Months Ended

May 31, 2014

OWNED SECURITIES [Text Block]

4. OWNED SECURITIES

As at May 31, 2014 owned securities consist of 375,000 common shares of Cheetah Oil & Gas Ltd. obtained through the disposal of the Company’s oil and gas properties in Mississippi in 2010. The Company classified the securities owned as held-for-trade and recorded at fair value.

The fair value of the common shares of Cheetah Oil & Gas Ltd. was $0.01 per share as at May 31, 2014 ( August 31, 2013 - $0.01) .

As at May 31, 2014 owned securities consist of 1,500,000 common shares of Lexaria Corp. obtained through two separate Definitive Agreements as per Note 8.

The fair value of the common shares of Lexaria Corp. was $0.30 per share as at May 31, 2014.

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ORGANIZATION (Narrative) (Details)	9 Months Ended
	May 31, 2014
Organization 1	1
Organization 2	2
Organization 3	200,000,000

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STOCK OPTIONS AND WARRANTS (Narrative) (Details)	9 Months Ended
	May 31, 2014 USD ($) M D	May 31, 2014 CAD
Stock Options And Warrants 1	675,000	675,000
Stock Options And Warrants 2	$ 0.06
Stock Options And Warrants 3	25,000	25,000
Stock Options And Warrants 4	0.09
Stock Options And Warrants 5	200,000	200,000
Stock Options And Warrants 6	0.075
Stock Options And Warrants 7	100,000	100,000
Stock Options And Warrants 8	50,000	50,000
Stock Options And Warrants 9	30	30
Stock Options And Warrants 10	50,000	50,000
Stock Options And Warrants 11	60	60
Stock Options And Warrants 12	250,000	250,000
Stock Options And Warrants 13	0.16
Stock Options And Warrants 14	250,000	250,000
Stock Options And Warrants 15	50,000	50,000
Stock Options And Warrants 16	0.35
Stock Options And Warrants 17	25,000	25,000
Stock Options And Warrants 18	25,000	25,000
Stock Options And Warrants 19	100,000	100,000
Stock Options And Warrants 20	0.68
Stock Options And Warrants 21	50,000	50,000
Stock Options And Warrants 22	50,000	50,000
Stock Options And Warrants 23	100,000	100,000
Stock Options And Warrants 24	0.68
Stock Options And Warrants 25	50,000	50,000
Stock Options And Warrants 26	50,000	50,000
Stock Options And Warrants 27		8,250
Stock Options And Warrants 28	7,500
Stock Options And Warrants 29	50,000	50,000
Stock Options And Warrants 30	0.15
Stock Options And Warrants 31	50,000	50,000
Stock Options And Warrants 32	67,750
Stock Options And Warrants 33	325,000	325,000
Stock Options And Warrants 34	0.06
Stock Options And Warrants 35	0.25
Stock Options And Warrants 36	325,000	325,000
Stock Options And Warrants 37	500,000	500,000
Stock Options And Warrants 38	0.70
Stock Options And Warrants 39	250,000	250,000
Stock Options And Warrants 40	250,000	250,000
Stock Options And Warrants 41	100,000	100,000
Stock Options And Warrants 42	0.86
Stock Options And Warrants 43	100,000	100,000
Stock Options And Warrants 44	0.86
Stock Options And Warrants 45	3	3
Stock Options And Warrants 46	100,000	100,000
Stock Options And Warrants 47	0.72
Stock Options And Warrants 48	100,000	100,000
Stock Options And Warrants 49	1,500
Stock Options And Warrants 50	25,000	25,000
Stock Options And Warrants 51	0.06
Stock Options And Warrants 52	25,000	25,000
Stock Options And Warrants 53	50,000	50,000
Stock Options And Warrants 54	0.50
Stock Options And Warrants 55	50,000	50,000
Stock Options And Warrants 56		8,475
Stock Options And Warrants 57	7,500
Stock Options And Warrants 58	50,000	50,000
Stock Options And Warrants 59	0.15
Stock Options And Warrants 60	50,000	50,000
Stock Options And Warrants 61	673,886
Stock Options And Warrants 62	0
Stock Options And Warrants 63	2,720,000	2,720,000
Stock Options And Warrants 64		0.05
Stock Options And Warrants 65		136,000
Stock Options And Warrants 66	136,000
Stock Options And Warrants 67	$ 0.10
Stock Options And Warrants 68	2,528,000	2,528,000
Stock Options And Warrants 69		0.05
Stock Options And Warrants 70		126,400
Stock Options And Warrants 71	126,400
Stock Options And Warrants 72	$ 0.10
Stock Options And Warrants 73	10,140
Stock Options And Warrants 74	202,800	202,800
Stock Options And Warrants 75	0.10
Stock Options And Warrants 76	4,292,000	4,292,000
Stock Options And Warrants 77	$ 0.10
Stock Options And Warrants 78	429,200
Stock Options And Warrants 79	0.15
Stock Options And Warrants 80	29,616
Stock Options And Warrants 81	296,160	296,160
Stock Options And Warrants 82	0.15
Stock Options And Warrants 83	12,938,000	12,938,000
Stock Options And Warrants 84	$ 0.10
Stock Options And Warrants 85	1,293,800
Stock Options And Warrants 86	0.15
Stock Options And Warrants 87	30,000
Stock Options And Warrants 88	98,784
Stock Options And Warrants 89	8,000	8,000
Stock Options And Warrants 90	800
Stock Options And Warrants 91	995,840	995,840
Stock Options And Warrants 92	0.15
Stock Options And Warrants 93	541,500	541,500
Stock Options And Warrants 94	541,500	541,500
Stock Options And Warrants 95	101,100
Stock Options And Warrants 96	0.20
Stock Options And Warrants 97	469,500	469,500
Stock Options And Warrants 98	0.10
Stock Options And Warrants 99	72,000	72,000
Stock Options And Warrants 100	585,000	585,000
Stock Options And Warrants 101	585,000	585,000
Stock Options And Warrants 102	115,000
Stock Options And Warrants 103	0.20
Stock Options And Warrants 104	565,000	565,000
Stock Options And Warrants 105	0.10
Stock Options And Warrants 106	20,000	20,000
Stock Options And Warrants 107	815,310	815,310
Stock Options And Warrants 108	815,310	815,310
Stock Options And Warrants 109	163,062
Stock Options And Warrants 110	1,548,000	1,548,000
Stock Options And Warrants 111	1,548,000	1,548,000
Stock Options And Warrants 112	289,475
Stock Options And Warrants 113	1,095,000	1,095,000
Stock Options And Warrants 114	1,095,000	1,095,000
Stock Options And Warrants 115	114,250
Stock Options And Warrants 116	1,293,500	1,293,500
Stock Options And Warrants 117	1,293,500	1,293,500
Stock Options And Warrants 118	177,950
Stock Options And Warrants 119	651,045	651,045
Stock Options And Warrants 120	651,045	651,045
Stock Options And Warrants 121	110,209
Stock Options And Warrants 122	200,000	200,000
Stock Options And Warrants 123	200,000	200,000
Stock Options And Warrants 124	40,000
Stock Options And Warrants 125	20,000
Stock Options And Warrants 126	200,000	200,000
Stock Options And Warrants 127	$ 0.10
Stock Options And Warrants 128	200,000	200,000

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SEGMENTED INFORMATION

9 Months Ended

May 31, 2014

SEGMENTED INFORMATION [Text Block]

14. SEGMENTED INFORMATION

The Company identifies its segments based on the way management organizes the Company to assess performance and make operating decisions regarding the allocation of resources. In accordance with the criteria in FASB ASC 280 " Segment Reporting ," the Company has concluded it has two reportable segments: renewable energy, and oil and gas, and medical marijuana, which are managed separately based on fundamental differences in their operations nature.

Summarized financial information concerning the Company’s reportable segments is shown in the following tables:

						Medical
Quarter ended May 31, 2014		Renewable energy		Oil and Gas		Marijuana		Corporate			Consolidated
Revenues	$	-	$		$	-	$			$	-
Net income (loss) from operations						240,625		(1,6,85,520	)		(1,444,895	)
Total assets	$	1	$	4,000	$	4,863,829	$	1,961,637 $			6,829,466

The operations of the Group are located geographically in the United States, except for the Medical Marijuana which is in Canada. The administrative functions are all located geographically in Canada.