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 11, 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 Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 3.03 Cancellation of Unregistered Sales of Equity
Securities
On June 11, 2015, Enertopia Corp. (the “Company”) entered into
a Letter of Intent dated June 10, 2015 with Shaxon Enterprises Ltd. to sell its
51% interest with the MMPR Burlington application number 10QMM0610. The Letter
of Intent is attached hereto as exhibit 10.1 to this current report. The
Burlington project related with Joint Venture Agreement dated May 28, 2014 with
Lexaria Corp. based on developing a business of legally producing,
manufacturing, propagating, importing/exporting, testing, researching and
developing marijuana at the Burlington Location. This Joint Venture is to be
terminated based on the closing of a definitive agreement to be entered into
pursuant to the terms of the Letter of Intent with Shaxon Enterprises Ltd.
500,000 restricted common shares issued to the Company at a deemed price of
$0.40 held in escrow will be returned back to Lexaria Corp. treasury and
cancelled.
On June 11, 2015, Enertopia Corp. and The Green Canvas have
mutually agreed to terminate their Joint Venture that was extended on February
28, 2015. In accordance with the terms of the termination in the Joint Venture
Agreement, 6,400,000 restricted common shares issued to The Green Canvas at a
deemed price of $0.24 held in escrow will be returned back to Enertopia Corp.
treasury and cancelled.
Item 7.01 Regulation FD Disclosure
A copy of the news release announcing the Letter of Intent and
cancellation of the Enertopia/Lexaria Joint Venture 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.
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Dated: June 12, 2015
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Enertopia Corp.
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By:
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”Robert
McAllister”
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Robert G. McAllister
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CEO and President and
Director
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Enertopia Corporation
950-1130 West Pender Street
British Columbia, Canada V6E 4A4
CONFIDENTIAL
June 10, 2014
SHAXON Enterprises ltd.
Donald Shaxon
3129 Centennial Dr.
Burlington ON
L7M1B8
Burlington, Ontario
Dear Sirs/Madam:
Re: Letter of Intent
This binding Letter of Intent ("
LOI
") shall set forth
the basic terms of the recent discussions between Enertopia Corporation
("
Enertopia
") and Lexaria Corporation
(“Lexaria”) (together, the
“Sellers”);
and SHAXON Enterprises ltd.
("
Buyer
") with regard
to the acquisition (the "
Acquisition
") by SHAXON Enterprises of Thor
Pharma Corp (“
Thor
”), which is wholly owned by Enertopia Corporation.
Buyer and Sellers agree that the only asset that will be held
by Thor at the time of Acquisition is MMPR (Medical Marihuana Procedures and
Regulations Program) Application number 10QMM0610. Based on these discussions
the Buyer agrees to assume all responsibility and liabilities and expenses to
fulfill the obligations required under the MMPR application from May 25, 2015
and onwards.
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1.
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Acquisition Structure.
In accordance with the
terms of a formal and definitive agreement to be entered into between the
Sellers and the Buyer (the
“Definitive Agreement"
), Buyer shall be
entitled to acquire 100% Thor Pharma Corp including MMPR application
10QMM0610 (the “
Assets
”). The terms of the Acquisition will be as
follows:
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(a)
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Upon the execution of this LOI, Buyer shall pay to the
Sellers the sum of $10,000 which is due on or before June 10, 2015 which
amount shall be non-refundable unless any of the board of directors of
Thor Pharma Corp, Enertopia Corp or Lexaria Corp refuse to sign the
definitive agreement before June 25 in which case the $10,000 is entirely
refundable. This and all payments referred to below in Section 1(b) to be
delivered as per Sellers instructions to the Buyer.
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(b)
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Upon closing, which is to occur on or before June 30,
2015 or such other date as the Parties may agree, acting reasonably (the
"
Closing
"), Buyer shall nominate two directors to the board of Thor
Pharma Corp and the two current directors of Thor Pharma will resign and
step down from Thor Pharma Corp and the MMPR application
10QMM0610.
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(c)
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Upon closing, which is to occur on or before June 30,
2015 or such other date as the Parties may agree, acting reasonably (the
"
Closing
"), Buyer shall pay to Sellers, the sum of $1,500,000, in
installments as set forth below. All payments under this section are due
and payable to Sellers regardless of whether or not the Buyer remains
involved in license application 10QMM0610 at the time of all or any of the
performance thresholds being reached:
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(i)
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$200,000 dollars to be paid within 30 days of “Inspection
Letter” from Health Canada; and
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(ii)
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$200,000 dollars to be paid within 30 days of “License to
Grow Letter” from Health Canada; and
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(iii)
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$100,000 dollars to be paid within 30 days of “License to
Grow and Sell Letter” from Health Canada; and
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(iv)
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$100,000 dollars to be paid within 30 days of selling
$5,000,000 in product; and
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(v)
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$100,000 dollars to be paid within 30 days of selling
$10,000,000 in product; and
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(vi)
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$200,000 dollars to be paid within 30 days of selling
$20,000,000 in product; and
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(vii)
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$300,000 dollars to be paid within 30 days of selling
10,000g of product; and
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(viii)
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$100,000 dollars to be paid within 30 days on the first
anniversary of Health Canada license renewal to grow and sell;
and
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(ix)
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$100,000 dollars to be paid within 30 days on the second
anniversary of Health Canada license renewal to grow and sell;
and
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(x)
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$100,000 dollars to be paid within 30 days on the third
anniversary of Health Canada license renewal to grow and
sell.
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2.
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Definitive Agreement and Closing.
Acceptance of
this LOI shall be followed by the negotiation and acceptance of the
Definitive Agreement which shall incorporate the terms and conditions of
this LOI and such other terms, conditions, representations and warranties
as are customary for transactions of this nature or as may be reasonably
requested by the Parties. This LOI does not set forth all of the matters
upon which agreement must be reached in order for the proposed acquisition
to be consummated. Completion of the Definitive Agreement shall be
followed with Closing of the Acquisition on or before June 30, 2015, or
such other date as the Parties may agree, acting reasonably.
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3.
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Joint Venture Agreement.
Enertopia and Lexaria
have previously entered into a Joint Venture Agreement dated May 27, 2014
(the “JV Agreement”) in regards to the development and operation of the
Assets. The parties hereby agree that upon the Closing of the Definitive
Agreement the JV Agreement shall be cancelled and considered terminated
and of no further force or effect.
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4.
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Binding Nature.
This LOI is intended to
create binding obligations between the Parties
, to be replaced and
superseded by the Definitive Agreement.
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5.
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Conditions Precedent.
Execution of the Definitive
Agreement shall be conditional upon:
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a.
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Due Diligence.
Completion of a satisfactory due
diligence review by each of the Sellers and Buyer which due diligence
reviews shall be completed or this condition waived on or before execution
of the Definitive Agreement;
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b.
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Board Approval.
Approval by the board of directors
of the Sellers prior to execution of the Definitive Agreement;
and
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c.
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Buyer Approval.
Approval by the Buyer prior to the
execution of the Definitive Agreement.
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6.
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Expenses.
Each Party shall be responsible for such
Party's own costs and charges incurred with respect to the transactions
contemplated herein including, without limitation, all costs and charges
incurred prior to the date of this LOI and all legal and accounting fees
and disbursements relating to preparing the Definitive Agreement or
otherwise relating to the Acquisition.
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7.
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Access to Information.
Upon acceptance of this LOI
and until the earlier of completion of the Acquisition or June 30, 2015 or
such other date as agreed to between the parties each of the Buyer and
Sellers will allow the other and their authorized representatives,
including legal counsel and consultants, full, free and unfettered access
to all information, books or records of such party for the purpose of the
transactions contemplated herein. Each of the Sellers and Buyers agree
that all information and documents so obtained will be kept confidential
and the contents thereof will not be disclosed to any person without the
prior written consent of the other, all as further set out in Section 8
hereof, provided however, that Buyer acknowledges that the Sellers have
certain disclosure obligations pursuant to securities regulatory
requirements and the policies of the Canadian Securities Exchange and the
Securities and Exchange Commission. Upon such disclosure by the Sellers,
the Buyer shall be entitled to make disclosure of a similar
nature.
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8.
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Confidentiality.
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a.
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Each of the Sellers and Buyer acknowledge that each will
be providing to the other information that is non-public, confidential,
and proprietary in nature (the "
Confidential Information
"). Each of
the Sellers and Buyer (and their respective affiliates, representative,
agents and employees) will keep the Confidential Information confidential
and will not, except as otherwise provided below, disclose such
information or use such information for any purpose other than for
negotiation of the Definitive Agreement and the evaluation and
consummation of the Acquisition provided however that this provision shall
not apply to information that: (i) becomes generally available to the
public absent any breach of this provision; (ii) was available on a
non-confidential basis to a Party prior to its disclosure pursuant to this
LOI; or (iii) becomes available on a non-confidential basis from a third
party who is not bound to keep such information confidential.
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b.
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Each Party hereto agrees that it will not make any public
disclosure of the existence of this LOI or of any of its terms without
first advising the other party of the proposed disclosure, unless such
disclosure is required by applicable law or regulation, and in any event
the Party contemplating disclosure will inform the other Party of and
obtain its consent to the form and content of such disclosure, which
consent shall not be unreasonably withheld or delayed.
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c.
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Each Party hereto agrees that immediately upon any
discontinuance of activities by either party such that the Acquisition
will not be consummated, each Party will return to the other all
Confidential Information.
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9.
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Conduct of Business.
During the period during
which this LOI remains in effect, Buyer will conduct its business in a
reasonable and prudent manner in accordance with past practices, preserve
its existing business organization and relationships, preserve and protect
its properties and conduct its business in compliance with all applicable
laws and regulations.
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10.
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Standstill.
During the period from Closing until
the completion of the payments specified in Section 1 are completed, the
Buyer agrees that, without the prior written consent of the Sellers (such
consent not to be unreasonably withheld) they will not dispose of, sell,
transfer, assign or otherwise encumber the Assets, license application
10QMM0610 or any resulting license and not take any action in regards to
the Assets, license application 10QMM0610 or any resulting license except
in the usual, ordinary and regular course of business and as may be
required to maintain and advance the Assets, license application 10QMM0610
and any resulting license UNLESS ONE OF THE TWO CONDITIONS HERIN IS
MET:
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a.
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The Sellers shall have the right to approve any potential
acquirer of the Assets to ensure their ability of meet the financial
conditions contained herein and to be contained in the Definitive
Agreement.
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b.
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If no Seller approval is sought, then the potential
acquirer of the Assets must make all payments due from the Buyer to the
Seller at the time of the potential transaction, prior to or upon closing
of any potential transaction.
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11.
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Ownership of Intellectual Property
. Until such
time as all payments in Section 1 are received by Sellers, Sellers shall
continue to have beneficial ownership of the Assets and/or license
application and/or resulting license, including but not limited to full
right to utilize any and all intellectual property gained, learned or
otherwise obtained up to the date of May 25, 2015 in the pursuit of
license 10QMM0610, for any purposes they elect.
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12.
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Indemnification
. Buyer shall hold harmless and
indemnify Sellers, its subsidiaries, officers, employees and directors
from and against any claims, demands, or causes of action whatsoever,
including without limitation those arising on account of any financial
loss, injury or death of persons or damage to property caused by, or
arising out of, or resulting from, the pursuit, exercise, or practice of
the license granted hereunder by the Assets.
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13.
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Termination.
In the event that this LOI is not
superseded by the Definitive Agreement and/or Closing or before June 30,
2015, or such other date as the Parties may agree, acting reasonably, the
terms of this LOI will be of no further force or effect except for
Sections 1(a), 6 and 13. If the Definitive Agreement is not entered into
by Buyer through no material fault or failure on the part of the Sellers,
then the sum $10,000 advanced by the Buyer pursuant to Section 1(a) hereof
shall be considered non refundable. Further all Burlington project
information, Quality Assurance, Security, Building plans and all data
submitted in application number 10QMM0610 in possession of the buyer and
other parties will be returned to the Sellers or
destroyed.
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14.
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Governing Law.
This LOI shall be construed in all
respects under and be subject to the laws of the Province of British
Columbia and the laws of Canada applicable therein which are applicable to
agreements entered into and performed within the Province of British
Columbia.
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15.
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Execution.
This LOI may be executed in one or more
counterparts and a facsimile or PDF counterpart of this LOI bearing the
signature of a Party hereto shall be effective for all purposes and
binding on each Party hereto.
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If this LOI is acceptable, please communicate your acceptance
by signing below and returning such executed copy to the Sellers.
Yours very truly,
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ENERTOPIA CORPORATION
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Per:
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Authorized Signatory
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LEXARIA CORPORATION
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Per:
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Authorized Signatory
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THOR PHARMA CORP
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Per:
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Authorized Signatory
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THIS LETTER OF INTENT
is hereby accepted on the terms
and conditions set forth herein this ___ day of June, 2015:
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SHAXON ENTERPRISES LTD.
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Per:
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Authorized
Signatory
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JOINT AGREEMENT AND MUTUAL RELEASE
KNOW ALL MEN BY THESE PRESENTS
that Enertopia Corp.
(“Enertopia”) and Green Canvas Ltd. and Tim Selenski (collectively referred to
as “Green Canvas”) are parties to an Acquisition and Joint Venture Agreement
(the “Agreement”) dated February 28, 2014 for the operation of a Joint Venture
Business (as such terms are defined in the Agreement). The parties have agreed
cancel the Agreement and enter into this mutual release. As a result, for
retention of 1,800,000 shares of common stock of Enertopia by Green Canvass, and
the cancellation of 6,400,000 shares of common stock of Enertopia held in
escrow, issued pursuant to the terms of the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
each party, Enertopia and Green Canvas agree as follows:
1. The Parties agree and warrant as between themselves that
they shall have no cost, expense, or liability for any operations conducted
under the Agreement or arising out of any other contractual or business
relations between the parties.
2. The Parties
hereby additionally acknowledge that the
Agreement is effectively terminated as of the 10
th
day of June, 2015.
3. Each party hereby remises, releases and forever discharges
each other and their respective assigns, agents, employees and servants, and,
where applicable, the heirs, executors, administrators, successors and assigns
of each other from any and all manner of action and actions, cause and causes of
action, suits, debts, dues, sums of money, claims, demands and obligations
whatsoever, at law or in equity, which each party may have had or now have or
which their assigns, receivers, receiver-managers, trustees, affiliates, and,
where applicable, the heirs, executors, administrators, successors and assigns
of each other hereafter can, shall or may have existing up to the present time
by reason of any matter cause or thing whatsoever relating to or arising out of
the relationship between the parties relating to, arising out of or in
connection with the Agreement, and any and all dealings between the parties to
the date hereof.
4. Green Canvas agrees to provide all reasonable assistance for
completing and signing documentation required by Enertopia in order to cancel
the shares currently held in escrow under the terms of the Agreement, including
but not limited to the provision of a Medallion signature guaranteed stock
transfer power of attorney for such cancellation.
5. If any provision of this Release or any part of any
provision of this Release is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then: (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c) such
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Release. Each
provision of this Release is separable from every other provision of this
Release, and each provision of this Release is separable from every other part
of such provision.
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6. The parties, and each of them, hereby represent that they
are the only parties entitled to the consideration expressed in this Release,
and that they have not assigned any right of action released hereby to any other
firm, corporation or person.
7. Each of the parties to this Release acknowledges that such
party has read this document and fully understands the terms of this Release,
and acknowledges that this Release has been executed voluntarily after either
receiving independent legal advice, or having been advised to obtain independent
legal advice and having elected not to do so.
8. This Release is governed by the laws of Province of British
Columbia, and the parties attorn to the jurisdiction of the Courts of Province
of British Columbia with regard to any dispute arising out of this Release.
9. It is understood and agreed that this Release does not
constitute an admission of liability on the part of any party.
10. This Release may be signed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same document. Execution and delivery of this
document by fax shall constitute effective execution and delivery. Execution of
this document by a corporation shall be effective notwithstanding that its
corporate seal is not affixed hereto.
DATED
for reference this _______day of
__________________, 2015.
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GREEN CANVAS LTD.
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Per:
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Authorized Signatory
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ENERTOPIA CORP.
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Per:
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Authorized Signatory
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Press Release #201516
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FOR IMMEDIATE RELEASE
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June 12, 2015
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Enertopia Provides Canadian Medical Marihuana Update
VANCOUVER, BC – Enertopia Corporation
(ENRT-OTCBB)
(TOP-CSE) (the "Company" or "Enertopia") announces updates with respect to the
Burlington and The Green Canvas Joint Ventures.
Enertopia has signed a binding LOI to sell its wholly owned sub
Thor Pharma Corp along with the MMPR application number 10MMPR0610. The
Burlington MMPR license application will continue in the application process
under new ownership. The Joint Venture could receive up to $1,500,000 in
milestone payments upon the Burlington facility becoming licensed under the MMPR
program. These monies would be split approximately 50% with Lexaria Corp.
Subsequent with this deal the Burlington Joint Venture between Enertopia and
Lexaria which was entered into on May 27, 2014 has been terminated due to the
pending sale of the project. The Enertopia and Lexaria Master Joint Venture
Agreement entered into on March 5, 2014 is still in good standing as both
companies continue to look at synergistic opportunities to increase shareholder
value.
After thorough examination of the Medical Marihuana industry in
Canada and current participants within the sector, it is apparent that raising
capital to push projects forward is not currently in the best interests of the
Company. Therefore, the Company and The Green Canvas have mutually agreed to
terminate their Joint Venture and 6,400,000 shares of Enertopia held in escrow
with respect to The Green Canvas Joint Venture will be returned back to
corporate treasury and cancelled.
Enertopia is and will continue to be an advocate for medical
cannabis for patients and applauds the landmark Supreme Court of Canada ruling
on June 11, 2015. This ruling upheld the rights of legal MMAR and MMPR medical
cannabis patients in Canada. The unanimous ruling allows valid legal medical
patients to choose how they want to administer medical cannabis by the method
that is best suited to their medical condition and body absorption. This is
looks to be a very positive development for the Canadian medical marihuana
sector going forward, as the Federal Government will have to modify or implement
a program for the administration of other forms of medical cannabis consumption.
Enertopia will continue to look for opportunities in the MMJ
and other sectors that offer the best return for all stakeholders with the least
amount of dilution to the Company. The Company looks forward to utilizing its
learned knowledge in the MMJ sector and will continue on its path of becoming a
licensed producer.
“The Company has completed two milestones in building a stable
foundation with its ownership of 1,000,000 shares in Lexaria Corp which has just
filed PCT for patent pending bio technologies and the potential of approximately
$750,000 in future payments from the Burlington application,” Stated President
Robert McAllister
The Company looks forward to providing information via social
media, website and press releases as news and events become known over the
coming weeks.
About Enertopia
We are a company with the mission to
empower people with a better way of living through healthy lifestyle choices in
helping you live your life your way. Our core values of honesty, integrity, and
commitment help to define our corporate practices and demonstrate our dedication
in helping individuals whether they are encountering health issues based on age,
diet or have suffered a traumatic physical, mental or an emotional event.
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 Company will receive any
milestone payments from the sale of Thor Pharma and the Burlington MMPR
application, or that the 1,000,000 shares of Lexaria Corp will 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