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): July 18, 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
The Company has entered into a letter of intent (“LOI”) dated July 18, 2011 with Altar Resources (the “Vendor”) respecting the proposed option to purchase a 100% interest in approximately 7,780 acres of located mining claims in Arizona, USA. Two of these located federal mining claims are subject to a 2.5% NSR from commercial production from this located mining claim. The Vendor holds the located mining claims (“the Claims”) directly and indirectly through federal mining claims and state mineral explorations permits.
Upon execution of the LOI, the Company provided a US$15,000 deposit to the Vendor. In order to earn its 100% interest, the Company is required to make aggregate cash payments of US$860,000 and issue an aggregate of 1,000,000 shares of its common stock over a five year period.
The proposed transaction remains subject to, among other things, the Company and the Vendor entering into a formal agreement, completion of satisfactory due diligence by the Company and receipt of all requisite regulatory and other approvals. The acquisition is also subject to the Company completing a financing to raise a minimum of $2,000,000 through the sale of its common shares at a price of $0.15 per share on or before November 30, 2011. There can be no assurance that the acquisition will be completed as proposed or at all.
Item 7.01 Regulation FD Disclosure.
A copy of the news release announcing the LOI 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 | Letter of Intent dated July 18, 2011 |
| 99.1 | Press Release dated July 21, 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: July 21, 2011
Enertopia Corp.
By: ”Robert
McAllister”
Robert G. McAllister
President and Director