$ENRT Form 8-K

Item 3.02 Unregistered Sales of Equity SecuritiesOn January 30, 2015, Enertopia closed the first tranche of a private placement of 1,665,000 units at a price of CAD$0.06 per unit for gross proceeds of US$79,920, CAD$99,900. 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$0.10 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, and thereafter at a price of US$0.15 per Warrant Share at any time until the close of business on the day which is 36 months from the date of issue of the Warrant.

A cash finders’ fee for $7,358 and 122,640 full broker warrants that expire on January 30, 2018 at a price of US$0.10 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, and thereafter at a price of US$0.15 per Warrant Share at any time until the close of business on the day which is 36 months from the date of issue of the Warrant was paid to Canaccord Genuity.

Proceeds of the private placement will be used for general working capital, for corporate opportunities in the Medical Marihuana and health and wellness industries.

The Company issued the units twenty-four (24) 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 closing of the private placement 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 Form of Subscription Agreement (1) for Private Placement closed on January 30, 2015 10.2 Form of Warrant Agreements (1) dated January 30, 2015 99.1 Press Release announcing closing of Private Placement