UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
April
29, 2015
ENERTOPIA CORP.
(Exact name of
registrant as specified in its charter)
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Nevada
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000-51866
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20-1970188
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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#950 – 1130 West Pender Street, Vancouver, British Columbia,
Canada V6E 4A4
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(604)
602-1675
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Letter of Extension
Agreement
On April 29, 2015, the Company signed an Agreement of extension
to June 30, 2015, for the February 28, 2014, Joint Venture Agreement
("
JV
") with 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 "
Business
"),
being the business of legally producing, manufacturing, propagating,
importing/exporting, testing, researching and developing, and selling marihuana
for medical purposes.
Item 7.01 Regulation FD Disclosure.
A copy of the news release announcing the Joint Venture
Extension Agreement is filed as exhibit 99.1 to this current report and is
hereby incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: May 1, 2015
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Enertopia Corp.
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By:
”Robert McAllister”
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Robert G. McAllister
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President and Director
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THIS JV EXTENSION AGREEMENT
is made as of the
__
29
__ day of April, 2015.
AMONG
ENERTOPIA CORPORATION
, a
corporation duly incorporated under the laws of the State of Nevada with its
executive office at 950-1130 West Pender Street, Vancouver, British Columbia
("Enertopia")
AND:
THE GREEN CANVAS
LTD.
, a corporation duly incorporated under the laws of the Province of
Saskatchewan with its registered and records office at 2923 Dewdney Avenue,
Regina, Saskatchewan S4T 0Y1.
("GCL" and together with Enertopia, the
"Parties")
AND:
TIM SELENSKI
, an
individual with an address at 2923 Dewdney Avenue, Regina, Saskatchewan S4T 0Y1
("Selenski")
WHEREAS:
A. The Parties and Selenski have previously entered into an
certain Acquisition and Joint Venture Agreement dated February 28, 2014 and due
to expire on February 28, 2015 (the "
Agreement
"); and
B. Due to unforeseeable delays caused by significant arm’s
length changes in the industry sector the parties now wish to make certain
amendments to the provisions of the Agreement.
C. The Parties and Selenski have conducted good faith
negotiations meant to revise and modify the Agreement to make it better reflect
the changed market conditions and are actively continuing these negotiations.
NOW THEREFORE THIS JOINT VENTURE EXTENSION AGREEMENT
WITNESSETH
that in consideration of these premises and for other good and
valuable consideration, the receipt and sufficiency of which is also
hereby acknowledged by each of the parties hereto, the parties hereto hereby
agree as follows:
2
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1.
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Both parties agree to continue in good faith to extend or
amend the Existing Joint Venture based on the conditions noted
above.
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2.
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The deadline for completing the Joint Venture extension
or amendment is June 30, 2015 or on a month to month basis with both
parties approving such monthly extensions after June 30,
2015:
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IN WITNESS WHEREOF
, the parties hereto have executed
this Amending Agreement as of the day and year first above written.
ENERTOPIA CORPORATION
by its authorized signatory
Per:
______________________________
Authorized Signatory
THE GREEN CANVAS
LTD.
by its authorized
signatory
Per:
______________________________
Authorized Signatory
____________________________________________
(Witness)
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______________________________________________
TIM
SELENSKI
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Press Release #201512
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FOR IMMEDIATE RELEASE
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May 1, 2015
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Enertopia Provides JV Update on The Green Canvas
VANCOUVER, BC – Enertopia Corporation
(ENRT-OTCBB) (TOP-CSE) (the "Company" or "Enertopia") is pleased to announce The Green Canvas Joint Venture Agreement signed on February 28, 2014 has been extended to June 30, 2015 from its original
expiry date of February 28, 2015.
Due to uncontrollable delays by changes in the industry sector, both Enertopia and The Green Canvas have agreed to continue in good faith and extend the existing Joint Venture Agreement based on the Canadian Medical Marihuana sector.
“Our core values of honesty, integrity and commitment help to define our corporate practices and demonstrate our dedication in helping individuals whether you are encountering health issues based on age, diet or have suffered a traumatic
physical, mental or emotional event, you cannot always control life but we are here to help you take your life back,” Stated President Robert McAllister
About Enertopia
Enertopia’s shares are quoted in Canada with symbol TOP and in the United States with symbol ENRT. For additional information, please visit www.enertopia.com or call Robert McAllister, the President: (250) 765-6412
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 its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, potential and financing of its medical marihuana
projects, evaluation and sale of sexual creams and other items, 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 exploration expenditure levels; litigation; legislation; environmental, judicial, regulatory, political and competitive developments in areas in
which Enertopia Corporation operates. 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. There is no assurance
that The Green Canvas JV will be extended, amended or have any meaningful impact on the Company or the Company will be able to obtain future financings or a license under the MMPR program.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release