-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V26JAJ65t/mk1iCQ7GwL9fku3DOGZVkXyfG0etSVtIVvlfhnu/RTs0klsBnwe9Jz OyTY5VSi6zoDUQFobvfrkg== 0001204459-10-001459.txt : 20100622 0001204459-10-001459.hdr.sgml : 20100622 20100622131450 ACCESSION NUMBER: 0001204459-10-001459 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100622 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100622 DATE AS OF CHANGE: 20100622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enertopia Corp. CENTRAL INDEX KEY: 0001346022 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51866 FILM NUMBER: 10909726 BUSINESS ADDRESS: BUSINESS PHONE: 604 602-1633 MAIL ADDRESS: STREET 1: 950-1130 WEST PENDER STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4A4 FORMER COMPANY: FORMER CONFORMED NAME: Golden Aria Corp. DATE OF NAME CHANGE: 20051205 8-K 1 form8k.htm FORM 8-K Enertopia Corp.: Form 8-K- Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 18, 2010

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

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

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

Registrant's telephone number, including area code: (604) 602-1633                                          

 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e -4(c))


Item 7.01 Regulation FD Disclosure

On June 18, 2010, the Company submitted a non-offering preliminary prospectus with the securities commission in the province of British Columbia.

Also on June 18, 2010, the Company submitted an application to have its shares conditionally approved for listing and trading on the Canadian National Stock Exchange (CNSX). The Company can give no assurances that its listing application will be successful or that it will receive conditional listing approval from the CNSX.

Forward Looking Statements

This current report contains “forward-looking statements”, as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this current report which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainty of financial estimates and projections, the competitive and regulatory environment for cancer treatments, stock market conditions, unforeseen technical difficulties and our ongoing ability to operate a business and obtain financing. These forward-looking statements are made as of the date of this current report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements.

Although we believe that our beliefs, plans, expectations and intentions contained in this current report are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the 2008 fiscal year, our quarterly reports on Form 10-Q and our other periodic reports filed from time-to-time with the Securities and Exchange Commission pursuant to the Securities Exchange Act.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.                                                                                    Description
   
99.1 Press Release announcing the non-offering prospectus filing in the province of British Columbia.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 22, 2010

Enertopia Corp.

By:             ”Robert McAllister”                
Robert G. McAllister
President and Director


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Enertopia Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1


Press Release #201013 FOR IMMEDIATE RELEASE June 22, 2010

Preliminary Prospectus Filing and Canadian National Stock
Exchange Listing Application

Vancouver, BC—Enertopia Corporation (ENRT) (the "Company" or "Enertopia") is pleased to announce that on June 18, 2010, the Company filed a non-offering preliminary prospectus with the securities commission in the province of British Columbia.

The Company is also pleased to announce that it has submitted an application to have its shares conditionally approved for listing and trading on the Canadian National Stock Exchange (CNSX).

The Company believes that, if its listing application is successful, it will offer greater visibility and liquidity to shareholders while enabling the Company to discuss growth opportunities with a wide range of Canadian based institutions that specialize in the microcap technology sector. If listed on the CNSX, the Company’s shares will also qualify for certain Canadian retirement accounts and tax free savings accounts to which they currently do not qualify, possibly appealing to a wider investor base than they do currently.

The Company can give no assurances that its listing application will be successful, that it will receive conditional listing approval from the CNSX or that, if it is successful, that any material increase in liquidity will result.

Enertopia also provides this corporate update: the Company has recently completed a heat recovery and energy efficiency audit for a client with a national presence. It is in the final stages of a heat recovery evaluation for a potential project in Western Canada. Should that project proceed, it could produce an annual return on investment of 30% or higher for each of fifteen years. Enertopia is evaluating a multi-building energy retrofit opportunity in Los Angeles, and management of Enertopia and partially-owned subsidiary Pro Eco Energy are regularly examining projects and opportunities and submitting bids and proposals.

The Company wishes to take this opportunity to thank it loyal shareholders for their continued support.

About Enertopia

Enertopia (www.enertopia.com) is an emerging growth company specializing in the funding and development of both proven and new clean energy and clean water technologies. Specialties include heat recovery and design operations, Solar Thermal, and Solar PV. Enertopia also offers a portable and scalable solar-powered water purification unit. Enertopia’s shares are quoted with symbol ENRT. For additional information, please visit www.enertopia.com or call Robert McAllister, President, Enertopia Corporation at 1.250.717.0977


Media Contact:
Pat Beechinor, Media Relations, Enertopia Corporation
403.463.4119 or beechinor@utopia2030.com

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements which are not historical facts are forward-looking statements. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, evaluation of clean energy projects for participation and/or financing, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions that are forward-looking statements. Such forward-looking statements include: (1) if the Company’s listing application is successful, the Company believes that it will offer greater visibility and liquidity to shareholders while enabling the Company to discuss growth opportunities with a wide range of Canadian based institutions that specialize in the microcap technology sector; (2) if the Company is listed on the CNSX, the Company’s shares will also qualify for certain Canadian retirement accounts and tax free savings accounts to which they currently do not qualify, possibly appealing to a wider investor base than they do currently; (3) the Company is in the final stages of a heat recovery evaluation for a potential project in Western Canada and should that project proceed, it could produce an annual return on investment of 30% or higher for each of fifteen years; and (4) management of the Company and its partially-owned subsidiary Pro Eco Energy are regularly examining projects and opportunities and submitting bids and proposals. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, government regulation, managing and maintaining growth, the effect of adverse publicity, litigation, competition, access to capital, and other factors which may be identified from time to time in the Company's public announcements and filings. The Company's evaluation of alternative energy projects in the heat recovery, solar thermal, solar PV and water purification; and of conventional energy projects in the oil and natural gas sectors provides no assurance that any particular project will have any material effect on the Company.


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