8-K

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 5, 2022

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

#18 1873 Spall Road

            Kelowna, British Columbia, Canada
            V1Y4R2
         \(Address of principal executive offices\) \(ZIP Code\)

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

Not Applicable (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:

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. ☐

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On May 5, 2022, Enertopia Corp. ("we", "us", "our, the "Company") announced that all the closing documents have been signed for the transfer and sale of our Clayton Valley unpatented mining claims.  The remaining US$1,050,000 have been deposited in the Company's bank account and Cypress Development Corp. has issued 3,000,000 shares of common stock to the Company.

On May 5, 2022, Enertopia Corp. issued a news release, attached as Exhibit 99.1 announcing the sale of its Clayton Valley Lithium Project and the issuance of 3,000,000 shares of common stock by Cypress Development Corp. to the Company.

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 Corporation: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

Enertopia Announces Sale of Clayton Valley Lithium Project

Kelowna, British Columbia--(Newsfile Corp. - May 5, 2022) - Enertopia Corporation (OTCQB: ENRT) **** ("Enertopia'' or the "Company") a company focused on building shareholder value through a combination of our Nevada Lithium claims, intellectual property, & patents in the green technology space, is pleased to provide the following update.

The Company is pleased to announce that all the closing documents have been signed for the transfer and sale of our Clayton Valley unpatented mining claims. The remaining $1,050,000 USD funds have been deposited into the Company's bank account and the Treasury order for the 3,000,000 Cypress Development Corp shares has been issued.  We believe the consolidation of Clayton Valley lithium claystone projects to be of significant value for both Enertopia and Cypress shareholders.

In the coming weeks the Company will have specific updates on the West Tonopah Lithium project covering 1,760 Acres and on our first two Provisional Patents and the next steps for the patent submission paperwork.

"The Company thanks the shareholders for their overwhelming support of the asset sale and we look forward to the next steps as we all move forward." stated President and CEO, Robert McAllister.

About Enertopia:

Defines itself as an Environmental Solutions Company focused on using modern technology on extracting lithium and verifying or sourcing other intellectual property in the EV & green technologies to build shareholder value.

Enertopia shares are quoted in the United States on the OTC Markets 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 its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, potential and financing of its mining or technology projects, 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 in 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. 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.