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Enertopia (OTC: ENRT) targets CAD $800K unit financing with warrants

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Enertopia Corp. plans a non-brokered private placement equity financing for gross proceeds of up to CAD $800,000. The company intends to issue four million units at CAD $0.20 per unit, each unit containing one common share and one non-transferable share purchase warrant.

Each whole warrant will allow the holder to buy one additional common share at USD $0.20 for 24 months from issuance. Enertopia plans to use the funds to advance its hydrogen-related patents, evaluate acquisition opportunities, and for general corporate and working capital needs, with final allocation set by the board as circumstances evolve.

Positive

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Insights

Enertopia proposes a modest equity raise with attached warrants to fund technology and acquisitions.

Enertopia is seeking up to CAD $800,000 through a non-brokered unit financing. Each unit combines one common share and a two-year warrant at USD $0.20, which can add upside participation for investors while creating potential future dilution.

The company highlights use of proceeds for hydrogen-related intellectual property, possible acquisitions, and working capital, but exact allocation depends on future operations. Commissions or finder’s fees of up to 10% in cash and 10% in warrants may be paid, and the offering remains subject to customary regulatory approvals.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Maximum gross proceeds CAD $800,000 Target size of non-brokered private placement
Units offered 4,000,000 units Each unit at CAD $0.20 in the offering
Unit price CAD $0.20 per unit Subscription price for each equity unit
Warrant exercise price USD $0.20 per share Exercise price for warrant share over 24 months
Warrant term 24 months Duration each warrant is exercisable from issuance
Investor cap under exemption CAD $15,000 Typical maximum subscription using Existing Security Holder Exemption
Max broker/finder fees 10% cash and 10% warrants Possible compensation related to the offering
Canadian hold period 4 months and 1 day Minimum resale restriction for issued securities in Canada
non-brokered private placement financial
"intends to complete a non-brokered private placement equity financing for gross proceeds of up to CAD $800,000"
A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.
share purchase warrant financial
"each unit consisting of one common share of the Company and one non-transferable share purchase warrant"
A share purchase warrant is a tradable instrument that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price within a set time frame. Think of it like a coupon to buy a product at today’s price later on; warrants matter to investors because exercising them can increase the number of shares outstanding (which can lower existing share value) and they offer a leveraged way to benefit if the stock rises above the warrant price.
Existing Security Holder Exemption regulatory
"pursuant to BC Instrument 45-534 - Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders"
Investment Dealer Exemption regulatory
"BC Instrument 45-536 - Exemption from Prospectus Requirements for Certain Distributions through an Investment Dealer"
hold period regulatory
"The securities issued will be subject to a hold period in Canada of four months and one day"
A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.
Understanding 8-K Material Events →
false 2026-05-22 0001346022 Enertopia Corporation 0001346022 2026-05-22 2026-05-22

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): May 22, 2026

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.)

#100, 740 McCurdy Road
 Kelowna, British Columbia, Canada V1X 2P7
 (Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (250) 870-2219

N/A
(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 the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Shares   ENRT   OTC Markets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 7.01 Regulation FD Disclosure

On May 22, 2026, Enertopia Corp. ("Enertopia" or the "Company") issued a news release providing  details of proposed financing attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits


99.1 Press Release dated May 22, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

ENERTOPIA CORP.




"Robert McAllister"
Robert McAllister  
President and Director  

May 22, 2026

Exhibit 99.1

Enertopia Announces Proposed Financing

Kelowna, BC- (Newsfile Corp. - May 22, 2026 - Enertopia Corporation (CSE:ENRT) (the "Company" or "Enertopia") is an energy company focused on building shareholder value through a combination of our intellectual property, pending patents in the green technology space, and strategic acquisitions that will enhance shareholder value, is pleased to announce it intends to complete a non-brokered private placement equity financing for gross proceeds of up to CAD $800,000.

Enertopia intends to complete a non-brokered private placement financing (the "Offering") of four million units priced at CAD$0.20; with each unit consisting of one common share of the Company and one non-transferable share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company for a period of 24 months from the date of issuance, at a purchase price of USD$0.20.

Enertopia intends to use the proceeds of the Offering as follows: Accelerating the development opportunities of the Company's portfolio of patent and patent pending hydrogen technologies, investigation of acquisition opportunities and for general corporate and working capital purposes. The actual allocation of the proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or mineral opportunities in North America. If the Offering is not fully subscribed, the Company may apply the proceeds of the Offering in such priority and proportions as the board of directors of the Company determines to be in the best interests of Company.

The Offering may be completed pursuant to BC Instrument 45-534 - Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders (BCI 45-534") and the corresponding blanket orders and rules implementing BCI 45-534 in the participating jurisdictions in respect thereof (the "Existing Security Holder Exemption"); and BC Instrument 45-536 - Exemption from Prospectus Requirements for Certain Distributions through an Investment Dealer ("BCI 45-536") and the corresponding blanket orders and rules implementing BCI 45-536 in the participating jurisdictions in respect thereof ("Investment Dealer Exemption").

In addition to conducting the Offering pursuant to the Existing Security Holder Exemption and Investment Dealer Exemption, the Company will also accept subscriptions for units where other prospectus exemptions are available.

As at the date hereof, the Existing Security Holder Exemption is available in each of the provinces of Canada, with the exception of Newfoundland and Labrador and the Investment Dealer Exemption is available in each of Alberta, British Columbia, Saskatchewan, Manitoba and New Brunswick.

Subject to applicable securities laws, the Company will permit each person or company who, as of May 21, 2026 (being the record date set by the Company pursuant to BCI 45-534) (the "Record Date"), who holds common shares of the Company as of that date (a "Current Shareholder") to subscribe under the Offering, provided that the Existing Security Holder Exemption is available to such person or company. Pursuant to BCI 45-534, each subscriber relying on the Existing Security Holder Exemption may subscribe for such number of equity units that results in an acquisition cost of less than or equal to CDN$15,000 for such subscribers, unless a subscriber is resident in a jurisdiction of Canada and has obtained advice regarding the suitability of the investment from a registered investment dealer (in which case such maximum subscription amount will not apply). Pursuant to BCI 45-536, each subscriber relying on the Investment Dealer Exemption must obtain advice regarding the suitability of the investment from a registered investment dealer.

Subscriptions pursuant to the Existing Security Holder Exemption are being allocated to subscribers on a "first come, first served" basis wherein the subscribers who are first to submit a completed subscription agreement and payment of the corresponding subscription proceeds will be accepted up until the maximum amount of the Existing Security Holder Exemption portion of the Offering is reached.

The Company may pay broker commissions or finder's fees of up to 10 percent in cash and 10 percent in warrants in connection with the Offering, subject to regulatory approval. The Offering may be closed in one or more tranches as subscriptions are received.

The securities issued will be subject to a hold period in Canada of four months and one day, or for any resales into the United States under Rule 144, six months, subject to compliance with the requirements of Rule 144. The Offering is subject to customary regulatory approvals.

The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Enertopia Corp:

Defines itself as an Energy Solutions Company focused on modern technology through a combination of our intellectual property patents in green technologies to build shareholder value.

Enertopia shares are quoted in the United States and Canada under ticker symbol ENRT. For additional information, please visit www.enertopia.com or call Robert McAllister, the President at 1-888-ENRT201.

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. The Company makes forward-looking public statements concerning the closing of the Offering and the uses of any proceeds therefrom, its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, potential and financing of its, patents, potential mining projects, 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 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., foreign exchange and other financial markets; changes of the interest rates on borrowings; hedging activities; changes in commodity prices; changes in the investments and expenditure levels; litigation; legislation; environmental, judicial, regulatory, political and competitive developments in areas in which Enertopia Corporation operates. There can be no assurance that the current patented or patent pending technology being used or developed will be economic or have any positive impact on Enertopia. There can be no assurance that the Offering will close and if closed will have any positive impact on Enertopia. The User should refer to the risk disclosures set out in the periodic reports and other disclosure documents filed by Enertopia Corporation from time to time with regulatory authorities.

Neither the Canadian Securities Exchange (the "CSE") nor the Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.

Not for distribution to United States news wire services or for dissemination in the United States

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Enertopia Corp. (ENRT) announce in its latest 8-K?

Enertopia announced a non-brokered private placement for gross proceeds of up to CAD $800,000. The financing will be completed through units combining common shares and warrants, providing additional potential capital if the warrants are exercised within their 24-month term.

How is Enertopia’s new private placement for ENRT shares structured?

The financing consists of four million units at CAD $0.20 per unit. Each unit includes one common share and one non-transferable warrant, with each whole warrant exercisable at USD $0.20 for 24 months from the issuance date, adding potential future equity funding.

How will Enertopia Corp. (ENRT) use the proceeds from the proposed financing?

Enertopia plans to use net proceeds to accelerate development of its hydrogen technology patents, investigate potential acquisitions, and fund general corporate and working capital needs. The board may adjust specific allocations depending on future operations or new mineral opportunities in North America.

Which investor exemptions is Enertopia using for the ENRT private placement?

The offering may use the Existing Security Holder Exemption under BCI 45-534 and the Investment Dealer Exemption under BCI 45-536. Enertopia can also accept subscriptions under other available prospectus exemptions in applicable Canadian jurisdictions, broadening potential investor participation.

Who can participate in Enertopia’s offering under the Existing Security Holder Exemption?

Current shareholders as of the May 21, 2026 record date may subscribe under the Existing Security Holder Exemption. They can generally invest up to CAD $15,000 in units unless they receive suitability advice from a registered investment dealer, which removes this subscription cap.

What are the fees and resale restrictions for Enertopia’s ENRT financing?

Enertopia may pay broker commissions or finder’s fees of up to 10% cash and 10% in warrants, subject to regulatory approval. Securities will be subject to a Canadian hold period of four months and one day, and at least six months for resales into the U.S. under Rule 144.

Filing Exhibits & Attachments

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