$ENRT Form 8-K

Item 3.02 Unregistered Sales of Equity SecuritiesOn February 28, 2017, the Company signed a Letter of Engagement with Adam Mogil and issued 1,000,000 warrant options to convert to 1,000,000 common shares to Adam Mogil to provide corporate services. The warrants have an exercise price of $0.09 and expire August 28, 2017.

On February 28, 2017, Enertopia closed its final tranche of a private placement of 4,250.000 units at a price of CAD$0.04 per unit for gross proceeds of US$127,500, CAD$170,000. Each Unit consists of one common share of the Company and full non-transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share (a “Warrant Share”) at a price of US$0.06 per Warrant Share at any time until the close of business on the day which is 24 months from the date of issue of the Warrant.

A cash finders’ fee in total for CAD$9,100 and 227,500 full broker warrants that expire on February 28, 2019 at a price of US$0.06 per Warrant Share at any time until the close of business on the day which is 24 months from the date of issue of the Warrant was paid to Leede Jones Gable Inc. and Canaccord Genuity. Additionally CAD$2,000 commission was paid to Duncan McKay.

Proceeds of the private placement will be used for the Company’s exploration projects, Lithium Brine recovery technology, continued exploration and general working capital.

The Company issued the unit fifty one (51) non-US persons in an off-shore transaction pursuant to the exemption from registration provided for under Regulation S, promulgated under the United States Securities Act of 1933, as amended. Each of the subscribers represented that they were not a “US person” as such term is defined in Regulation S.

The securities referred to herein will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 7.01 Regulation FD Disclosure.A copy of the news release announcing the private placement and options grant 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 Engagement dated February 28, 2017 10.2 Form of Subscription Agreement (1) dated February 28, 2017 10.3 Form of Warrant Agreement (1) dated January 28, 2017 99.1 Press Release dated February 28, 2017