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): October 11, 2011
ENERTOPIA CORP.
(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.) |
#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) 602-1633
________________________________________________________
(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 3.02 Unregistered Sales of Equity Securities
The Company has entered into a Option Agreement on October 11, 2011 with Altar Resources (the “Vendor”) respecting the proposed option to purchase a 100% interest in approximately 6,220 acres of State mining leases and Federal mining claims in Arizona, USA. These leases and claims are subject to a 2.5% NSR from commercial production. The Vendor holds the (“the Claims”) directly and indirectly through federal mining claims and state mineral leases.
Upon execution of the Option Agreement, the Company provided a US$15,000 payment to the Vendor and US$41,000 in Escrow. The Company will issue 100,000 common stock of the Company to Altar Resources at a deemed price of $0.10. In order to earn its 100% interest, the Company is required to make aggregate cash payments of US$881,000 and issue an aggregate of 1,000,000 shares of its common stock over a five year period.
Item 7.01 Regulation FD Disclosure.
A copy of the news release announcing the Option 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.
| Exhibit No. | Description |
| 10.1 | Option Agreement dated October 11, 2011 |
| 99.1 | Press Release dated October 11, 2011 |
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.
Dated: October 11, 2011
Enertopia Corp.
By: ”Robert
McAllister”
Robert
G. McAllister
President and Director