8-K
Enertopia Corp. (ENRT)
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):
January 16, 2026
ENERTOPIA CORPORATION(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 January 16, 2026, Enertopia Corp. ("Enertopia" or the "Company") issued a news release providing updated details of the WT Property sale attached as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| 99.1 | Press Release dated January 16, 2026 |
| 99.2 | Material Change Report dated January 16, 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 |
| January 16, 2026 |
Enertopia Corporation: Exhibit 99.1 - Filed by newsfilecorp.com
Exhibit 99.1
Enertopia Announces Corporate Update
Kelowna, British Columbia--(Newsfile Corp. - January 16, 2026) - Enertopia Corporation (OTCQB: ENRT) (CSE: ENRT) **** ("Enertopia'' or the "Company") announces corporate update.
The Company is pleased to report that it has agreed to sell its West Tonopah lithium project near Tonopah, NV to American Battery Technology Company. The Company will receive $500,000 USD for the sale of the project, and ABAT will refund the property bond held by the Nevada Division of Minerals in the amount of $5,596 USD to the company. The Agreement was executed on January 15^th^ and no finders fees are payable. The anticipated closing is expected to take place on or around January 20, 2026.
Over the past several months, the company has conducted an extensive cash flow analysis of the lithium market, input cost measures, and expenditures, after which we decided that it was in the best interest of the company to sell the West Tonopah project. The additional capital is allowing Enertopia to explore other industrial or metallic exploration or mining opportunities that could be synergistic with the use of our patented technology stack.
"We would also like to thank the American Battery Technology Team for its efforts in moving the Li project forward," stated CEO, Robert McAllister.
About Enertopia Corp.
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.
For further information, please contact:
Enertopia Corporation Robert McAllister, CEO
Tel: 1-888-ENRT201
www.enertopia.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. 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, mining projects, 3^rd^ party lithium technology, 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 proposed sale of WT Lithium project will be completed. 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. 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 OTC Markets and the CSE Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined, in the policies of the CSE Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Enertopia Corporation: Exhibit 99.2 - Filed by newsfilecorp.com
FORM 51-102F3
Material Change Report
ITEM 1. Name and Address of Company
Enertopia Corp. (the "Company" or "Enertopia")
740 McCurdy Road, #100
Kelowna, BC V1X 2P7
ITEM 2. Date of Material Change
January 16, 2026
ITEM 3. News Release
The Company disseminated a news release on January 16, 2026. The Company announced the material change by filing a Form 8-K with the Securities and Exchange Commission.
ITEM 4. Summary of Material Change
On January 16, 2026, the Company provided an corporate update on the proposed sale of the WT lithium project. See further details in the Company's news release dated January 16, 2026.
ITEM 5. Full Description of Material Change
5.1 Full Description of Material Change
See attached Form 8-K with exhibit attached.
5.2 Disclosure for Restructuring Transactions
Not Applicable
ITEM 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable
ITEM 7. Omitted Information
No material information has been omitted.
ITEM 8. Executive Officer
Additional information respecting the Company or the material changes disclosed under this form may be obtained by contacting Robert McAllister, CEO and President of the Company, at (250) 870-2219.
ITEM 9. Date of Report
Dated January 16, 2026