Enertopia — Regulatory Filings 2020

Mar 23, 2020

FORM 51-102F3 Material Change Report

ITEM 1. Name and Address of Company

Enertopia Corp. (the "Company" or "Enertopia") 1873 Spall Road, #22 Kelowna, BC V1Y 4R2

• ITEM 2. Date of Material Change

March 17, 2020

• ITEM 3. News Release

The Company disseminated a news release on March 17, 2020. The Company announced the material change by filing a Form 8-K with the Securities and Exchange Commission.

• ITEM 4. Summary of Material Change

Enertopia has commissioned its NI 43-101 resource report and provided a company update.

• ITEM 5. Full Description of Material Change 5.1 Full Description of Material Change

See attached Form 8-K with news release.

• 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 March 23, 2020

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) March 17, 2020

ENERTOPIA CORP.

(Exact name of registrant as specified in its charter)

Nevada 000-51866 20-1970188 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.)

1873 Spall Road, #22, Kelowna, BCll Road, #22, Kelowna, BCoad, #22, Kelowna, BC #22, Kelowna, BC, Kelowna, BC Kelowna, BCelowna, BClowna, BCowna, BCna, BCa, BC BCC Canadanadaada

3 Spall Road, #22, Kelowna, BCll Road, #22, Kelowna, BCoad, #22, Kelowna, BC #22, Kelowna, BC, Kelowna, BC Kelowna, BCelowna, BClowna, BCowna, BCna, BCa, BC BCC Canadanadaada V1Y 4R2 (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))

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

A copy of the news release of Enertopia Corporation announcing that it has commissioned its NI 43-101 report and provided a company update is filed as exhibit 99.1 to this current report and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

99.1 Press Release dated March 17, 2020

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.

/s/ Robert G. McAllister

Robert G. McAllister CEO, President and Director

Date: March 23, 2020

Exhibit 99.1

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Press Release #202004 FOR IMMEDIATE RELEASE March 17, 2020

Enertopia Commissions NI 43-101 Report and Provides Company Update

Kelowna, BC—Enertopia Corporation (ENRT) on the OTC (the "Company" or "Enertopia") is pleased to provide the following update.

The Company has commissioned it’s maiden NI 43-101 resource report. We expect that this report will be ready by the mid to late April timeframe.

Robert McAllister, President and CEO, commented " We are very pleased to commission consultants Peek Consulting Inc. to undertake this work, given their extensive mineral expertise and current experience in the Lithium industry and specifically Clayton Valley, NV. With this engagement Enertopia will be able to disclose to the marketplace the size and grade of the Company’s lithium deposit at Clayton Valley, Nevada. We are taking steps to fast-track the development with our plan to resume leach testing by putting the lithium enriched claystone into solution, which allows us to create a purer lithium brine solution for further processing using Ion exchange (IX) resins."

As well, we continue to explore strategic business opportunities and are engaged in progressing talks with respect to such joint ventures & strategic alliances in the clean energy marketplace. We will provide further details as discussions warrant.

About Enertopia:

A Company focused on using advanced sustainable technology for extracting lithium, and verifying or sourcing other emerging intellectual property in the EV & Green Technology sectors in order to build shareholder value.

Enertopia shares are quoted in the United States under ticker symbol ENRT. For additional information, please visit www.enertopia.com or call Robert McAllister, the President at 1.250.870.2219

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. There can be

no assurance that the testing for the brine recovery system will be effective for the recovery of Lithium and if effective will be economic or have any positive impact on Enertopia, or that current talks with respect to potential joint ventures or partnerships will result in definitive agreements. 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.

The OTC has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.