ENERTOPIA CORP. (OTCMKTS:ENRT) Files An 8-K Entry into a Material Definitive Agreement

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ENERTOPIA CORP. (OTCMKTS:ENRT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On December 6, 2016 a Definitive Commercial Agreement signed by
Enertopia Corporation (“Enertopia“) and Genesis
Water Technologies, Inc.(“GWT“) with regard to
the acquisition by Enertopia (the “Acquisition“)
of the exclusive licensing rights (the “Licensing
Rights
“) by Enertopia of all of the technology used in
the process of recovering and extraction of battery grade lithium
carbonate powder Li2CO3 grading 99.5% or higher purity from brine
solutions (the “Technology“) and covered under
patent pending process #XXXXXX (the “Pending
Patent
“).

Exclusive Licensing Structure. in accordance
with the terms of the formal Definitive Commercial Agreement (the
Definitive Agreement) the following are key
points are as follows:

a)

Enertopia to pay within 30 days to GWT $10,000 for the
bench testing of four lithium brine samples to confirm the
June 2016 feasibility report. Upon successful independent
3rd party lab testing of the bench test results,
final location will be confirmed for permitting and
construction of 50 gpm test pilot facility which will take
approximately three months to build.

b)

Upon successful test pilot facility results, start the
construction of commercial Lithium recovery production
facility.

c)

GWT has granted Enertopia exclusive rights and relicensing
rights to the usage of GWTs patent pending technology
covering United States of America, Argentina, Bolivia and
Chile as per the Commercialization Agreement in return for
10 per cent of net sales royalty payments for battery grade
Lithium Carbonate Li2CO3 produced.

d)

In order to maintain its exclusive rights, Enertopia will
need to make the following minimal payments to GWT on the
anniversary of signing the definitive agreement:

a.

On or before December 6, 2017, the greater of 10 per cent
of Enertopia net Lithium Carbonate Li2CO3 sales from brine
sources or $50,000;

b.

On or before December 6, 2018, the greater of 10 per cent
of Enertopia net Lithium Carbonate Li2CO3 sales from brine
sources or $150,000;

c.

On or before December 6, 2019, the greater of 10 per cent
of Enertopia net Lithium Carbonate Li2CO3 sales from brine
sources or $200,000;

d.

For 2019 to 2023, the greater of 10 per cent of Enertopia
net Lithium Carbonate Li2CO3 sales from brine sources or
$200,000 per annum.

e.

Right of first refusal to renew exclusive rights and
relicensing rights for another 10 years after the first
seven year licensing period on the same net sales terms as
those of 2023 or $250,000 per annum.

Item 7.01 Regulation FD Disclosure.

A copy of the news release announcing Letter of Intent 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.

Exhibit No. Description
10.1 Definitive Commercial Agreement dated December 6, 2016
99.1 Press Release dated December 7, 2016


About ENERTOPIA CORP. (OTCMKTS:ENRT)

Enertopia Corp. (Enertopia) is a development-stage Company. The Company operates through three segments: renewable energy, and oil and gas exploration and medical marijuana. The Company is seeking to produce, cultivate and distribute medical marihuana in Canada under the new Federal Government of Canada’s Marihuana for Medical Purposes Regulations (MMPR) Program. The Company is engaged in two separate joint ventures, each with a different partner, Lexaria Corp. and The Green Canvas Ltd.

ENERTOPIA CORP. (OTCMKTS:ENRT) Recent Trading Information

ENERTOPIA CORP. (OTCMKTS:ENRT) closed its last trading session down -0.0018 at 0.0242 with 278,859 shares trading hands.