UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~ November 3130, 2025

Commission File Number: 000-51866

Enertopia Corporation

Nevada	20-1970188
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
#100 740 McCurdy Road, Kelowna, BC	VIX 2P7
(Address of principal executive offices)	(Zip Code)

#100 740 McCurdy Road, Kelowna, BC	VIX 2P7
(Address of principal executive offices)	(Zip Code)

250-870-2219
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [ ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act [ ] YES [X] NO

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

910,~~299~~339,394 common shares issued and outstanding as of ~~July~~January 1112, ~~2025~~2026

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Our unaudited condensed financial statements for the ~~nine~~three-month period ~~May~~ended 31November 30, 2025 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS (UNAUDITED)

(Expressed in U.S. Dollars)

		May 31,			August 31,
		November 30,			August 31,
		2025			~~2024~~2025
ASSETS
Current
Cash and cash equivalents	$	46,390		$	179,893
Cash	$	18,284		$	74,740
Marketable securities (Note 4)		-			67,516
Accounts receivable		5,414			4,705
Accounts receivable		1,645			5,927
Prepaid expenses and deposit (Note 11)		32,510			35,547
Prepaid expenses and deposit (Note 12)		21,950			78,794
Total Current Assets		56,208			114,992
Total Current Assets		69,985			332,130
Non-current assets, net
Mineral property (Note 5)		10,500			10,500
Mineral property (Note 4)		10,500			10,500
TOTAL ASSETS	$	8066,~~485~~708		$	~~342~~125,~~630~~492
LIABILITIES
Current
Accounts payable and accrued liabilities	$	~~301~~309,~~081~~874		$	~~316~~297,~~033~~231
Accounts payable - Related Party		8,744			-
Due to related party (Note 6)		31,204			27,861
Total Liabilities		~~309~~341,~~825~~078			~~316~~325,~~033~~092
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY (DEFICIT)
Share Capital (Note 8)
Share Capital (Note 7)
Authorized:
500,000,000 common voting shares with a par value of $0.001 per share
Issued and outstanding:
8,799,394 common shares at May 31, 2025 and 7,758,305 at August 31, 2024		8,799			7,758
10,339,394 common shares at November 30, 2025 and August 31, 2025		10,339			10,339
Additional paid-in capital (Note 9)		15,617,058			15,545,015
Additional paid-in capital (Note 8)		15,823,090			15,823,090
Deficit		(1516,~~853~~106,~~921~~523	)		(1516,~~524~~031,~~969~~753	)
Equity attributable to shareholders of the Company		(228,064	)		27,805
Equity (Deficit) attributable to shareholders of the Company		(273,094	)		(198,324	)
Non-controlling interest		(1,276	)		(1,~~207~~276	)
Total Stockholders' Equity		(229,340	)		26,598
Total Stockholders' Equity (Deficit)		(274,370	)		(199,600	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	80,485		$	342,630
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	66,708		$	125,492

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)

	COMMON STOCK
	SHARES		AMOUNT		ADDITIONAL PAID-INCAPITAL			ACCUMULATEDDEFICIT			NON-CONTROLLINGINTEREST			TOTALSTOCKHOLDERS'EQUITY (DEFICIT)
Balance, August 31, 2023	7,758,305	$	7,758	$	15,545,015		$	(14,526,485	)	$	(681	)	$	1,025,608
Non controlling interest	-		-		-			-			(292	)		(292	)
Comprehensive loss	-		-		-			(409,456	)		-			(409,456	)
Balance, November 30, 2023	7,758,305	$	7,758	$	15,545,015		$	(14,935,941	)	$	(973	)	$	615,860
Non controlling interest	-		-		-			-			(130	)		(130	)
Comprehensive loss	-		-		-			(147,402	)		-			(147,402	)
Balance, February 29, 2024	7,758,305	$	7,758	$	15,545,015		$	(15,083,343	)	$	(1,103	)	$	468,328
Non controlling interest	-		-		-			-			(52	)		(52	)
Comprehensive loss	-		-		-			(287,901	)		-			(287,901	)
Balance, May 31, 2024	7,758,305	$	7,758	$	15,545,015		$	(15,371,244	)	$	(1,155	)	$	180,375
Non controlling interest	-		-		-			-			(52	)		(52	)
Comprehensive loss	-		-		-			(153,725	)		-			(153,725	)
Balance, August 31, 2024	7,758,305	$	7,758	$	15,545,015		$	(15,524,969	)	$	(1,207	)	$	26,598
Non controlling interest	-		-		-			-			(52	)		(52	)
Comprehensive loss	-		-		-			(83,078	)		-			(83,078	)
Balance, November 30, 2024	7,758,305	$	7,758	$	15,545,015		$	(15,608,047	)	$	(1,259	)	$	(56,532	)
Common stock issued for reverse stock split fractional share round up	1,089		1		(1	)		-			-			-
Non controlling interest	-		-		-			-			(17	)		(17	)
Comprehensive loss	-		-		-			(115,510	)		-			(115,510	)
Balance, February 28, 2025	7,759,394	$	7,759	$	15,545,014		$	(15,723,557	)	$	(1,276	)	$	(172,060	)
Common stock issued for cash	1,040,000		1,040		72,044			-			-			73,084
Comprehensive loss	-		-		-			(130,364	)		-			(130,364	)
Balance, May 31, 2025	8,799,394	$	8,799	$	15,617,058		$	(15,853,921	)	$	(1,276	)	$	(229,340	)

(Expressed in U.S. Dollars)

	COMMON STOCK
	SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL			ACCUMULATED DEFICIT			NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
Balance, August 31, 2024	7,758,305	$	7,758	$	15,545,015		$	(15,524,969	)	$	(1,207	)	$	26,597
Non controlling interest	-		-		-			-			(52	)		(52	)
Comprehensive loss	-		-		-			(83,078	)		-			(83,078	)
Balance, November 30, 2024	7,758,305	$	7,758	$	15,545,015		$	(15,608,047	)	$	(1,259	)	$	(56,533	)
Common stock issued for reverse stock split fractional share round up	1,089		1		(1	)		-			-			-
Non controlling interest	-		-		-			-			(17	)		(17	)
Comprehensive loss	-		-		-			(115,510	)		-			(115,510	)
Balance, February 28, 2025	7,759,394	$	7,759	$	15,545,014		$	(15,723,557	)	$	(1,276	)	$	(172,060	)
Common stock issued for cash	1,040,000		1,040		72,044			-			-			73,084
Non controlling interest	-		-		-			-			-			-
Comprehensive loss	-		-		-			(130,364	)		-			(130,364	)
Balance, May 31, 2025	8,799,394	$	8,799	$	15,617,058		$	(15,853,921	)	$	(1,276	)	$	(229,340	)
Warrant exercise for cash	500,000		500		49,500			-			-			50,000
Stock based compensation	-		-		54,751			-			-			54,751
Common stock issued for cash	1,040,000		1,040		101,781			-			-			102,821
Comprehensive loss	-		-		-			(177,832	)		-			(177,832	)
Balance, August 31, 2025	10,339,394		10,339		15,823,090			(16,031,753	)		(1,276	)		(199,600	)
Comprehensive loss	-		-		-			(74,770	)		-			(74,770	)
Balance, November 30, 2025	10,339,394	$	10,339	$	15,823,090		$	(16,106,523	)	$	(1,276	)	$	(274,370	)

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S. Dollars)

			THREE MONTHS ENDED						NINE MONTHS ENDED
			Three Months Ended
			May 31,			May 31,			May 31,			May 31,
			November 30,			November 30,
			2025			2024			~~2025~~			~~2024~~
Expenses
	Accounting and audit	$	176,~~091~~257		$	116,~~183~~486		$	~~32,343~~		$	~~37,338~~
	Consulting (Note 7)		8,250			53,274			43,818			143,332
	Consulting (Note 6)		7,500			16,711
	Fees and dues		139,~~708~~826			4212,~~213~~594			~~35,193~~			~~53,363~~
	Investor relations		1016,~~930~~114			43,~~311~~124			~~18,183~~			~~22,180~~
	Legal and professional		141,~~101~~409			144,~~396~~065			~~29,693~~			~~56,628~~
	Office and miscellaneous		1511,~~022~~871			1518,~~577~~606			~~54,426~~			~~50,829~~
	Mineral exploration costs		98,~~161~~479			78,~~080~~490			~~23,124~~			~~57,444~~
	Research and development		349,~~146~~750			2122,~~883~~948			~~95,832~~			~~130,678~~
Total expenses			~~122~~71,~~409~~206			~~169~~93,~~917~~024			~~332,612~~			~~551,792~~
Loss for the period before other items			(~~122~~71,~~409~~206	)		(~~169~~93,~~917~~024	)		~~(332,612~~	)		~~(551,792~~	)
Other income (expense)
	Foreign exchange gain (loss)		(73,~~955~~564	)		(1,~~417~~463	)		~~(4,840~~	)		~~786~~
	Realized gain (loss) on marketable securities		-			(243,560	)		(352,239	)		(969,873	)
	Realized loss on marketable securities		-			(352,239	)
	Realized foreign exchange gain (loss) on marketable securities		-			(14,451	)		(17,133	)		(53,474	)
	Realized foreign exchange loss on marketable securities		-			(17,133	)
	Unrealized gain (loss) on marketable securities		-			161,362			377,803			742,493
	Unrealized gain on marketable securities		-			377,803
	Unrealized foreign exchange gain (loss) on marketable securities		-			(19,918	)		-			(13,373	)
Net loss for the period			(74,770	)		(83,130	)
Net income (loss) for the period			(130,364	)		(287,901	)		(329,021	)		(845,233	)
Net loss attributable to:
Net income (loss) attributable to:
	Common shareholders		(74,770	)		(83,078	)
	Common shareholders		(130,364	)		(287,849	)		(328,952	)		(844,759	)
	Non controlling interest		-			(52	)
	Non controlling interest		-			(52	)		(69	)		(474	)
Basic and diluted loss per share
Basic and diluted income (loss) per share
	Basic and diluted	$	(0.01	)	$	(0.01	)
	Basic and diluted(1)	$	(0.02	)	$	(0.04	)	$	(0.04	)	$	(0.11	)
Weighted average number of common shares outstanding
Weighted average number of common shares outstanding
	Basic and diluted		10,339,394			7,758,305
	Basic and diluted(1)		8,019,394			7,758,305			7,846,447			7,758,305

(1)The number of common shares outstanding decreased as a result of a reverse stock split on January 10, 2025 (Note 8). As a result, the computation of all per-share amounts have been adjusted retroactively to reflect that change in capital structure.

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

ENERTOPIA CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)

				NINE MONTHS ENDED
				Three Months Ended
				May 31,			May 31,
				November 30,			November 30,
				2025			2024
Cash flows used in operating activities
	Net Income (Loss)		$	(329,021	)	$	(845,233	)
	Net Loss		$	(74,770	)	$	(83,130	)
	Changes to reconcile net loss to net cash used in operating activities
		Unrealized (gain) loss on marketable securities		(377,803	)		(742,494	)
		Unrealized gain on marketable securities		-			(377,803	)
		Unrealized foreign exchange loss on marketable securities		-			13,373
		Loss on disposal of marketable securities		-			352,239
		Loss on disposal of marketable securities		352,239			969,873
		Foreign exchange loss on disposal of marketable securities		-			17,133
		Foreign exchange loss on disposal of marketable securities		17,133			53,474
	Change in non-cash working capital items:
		Accounts receivable		~~4,282~~(709	)		5(1,~~924~~591	)
		Prepaid expenses and deposits		563,~~844~~037			431,~~840~~207
		Accounts payable and accrued liabilities		~~(14~~12,~~952~~643	)		(2541,~~005~~127	)
		Due to related parties		83,~~744~~343			~~(17,196~~-	)
Net cash used in operating activities			$	(~~282~~56,~~534~~456	)	$	(~~582~~103,~~444~~072	)
Cash flows used in investing activities
Cash flows provided from investing activities
	Proceeds from sale of marketable securities			~~75,947~~-			~~520~~75,~~590~~947
Net cash used in investing activities			$	75,947		$	520,590
Net cash provided from investing activities				-			75,947
Cash flows from financing activities
Decrease in cash and cash equivalents				(56,456	)		(27,125	)
	Net proceeds from common shares issued for cash			73,084			-
Cash and cash equivalents at beginning of period				74,740			179,893
Net cash from financing Activities			$	73,084		$	-
Cash and cash equivalents at end of period			$	18,284		$	152,768
Decrease in cash and cash equivalents				(133,503	)		(61,854	)
Cash and cash equivalents at beginning of period				179,893			259,581
Cash and cash equivalents at end of period			$	46,390		$	197,727
Supplemental information of cash flows:
	Cash paid for interest		$	-		$	-
	Cash paid for taxes		$	-		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

ENERTOPIA CORP. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) ~~May~~November 3130, 2025 (Expressed in U.S. Dollars)

1. ORGANIZATION

The unaudited condensed consolidated interim financial statements for the period ended ~~May~~November 3130, 2025 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated interim financial statements should be read in conjunction with the August 31, ~~2024~~2025 audited annual financial statements and notes thereto.

The Company was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004. The Company is engaged in the business of Lithium exploration at their Nevada claims, along with holding intellectual property & patents in the green technology space. The Company office is located in Kelowna, B.C., Canada.

2. GOING CONCERN UNCERTAINTY

The accompanying unaudited condensed consolidated interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company incurred net cash outflows from operating activities of $~~282~~56,~~534~~456 for the ~~nine~~three-months ended ~~May~~November 3130, 2025 ($~~582~~103,~~444~~072 for the ~~nine~~three-months ended ~~May~~November 3130, 2024) and as at ~~May~~November 3130, 2025 has incurred cumulative losses of $1516,~~853~~106,~~921~~523 that raises substantial doubt about its ability to continue as a going concern. Management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that the Company will be able to continue to finance the Company on this basis.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company's shareholders, and ultimately to obtain successful operations. There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing. These unaudited condensed consolidated interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed consolidated interim financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and the instructions to Securities and Exchange Commission ("SEC") Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended August 31, ~~2024~~2025.

b. Basis of Consolidation

The financial statements have been prepared on a consolidated basis with those of the Company's 76% owned subsidiary, CapNTrack Inc. All intercompany transactions and balances have been eliminated.

c. Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. As of ~~May~~November 3130, 2025 and August 31, ~~2024~~2025, ~~cash~~the ~~and~~Company had cash ~~equivalents consisted of the following:~~only.

		May 31,		August 31,
		2025		2024
Cash	$	46,390	$	61,048
Cash equivalents		-		118,845
	$	46,390	$	179,893

d. Accounting Estimates

The preparation of financial statements in conformity with U.S GAAP requires us to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of the Company's accounting policies require us to make subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. These accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates used by the Company are reasonably likely to occur from time to time, which may have a material effect on the presentation of financial condition and results of operations.

The Company reviews these estimates, judgments, and assumptions periodically and reflect the effects of revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable; however, actual results could differ from these estimates.

Significant accounting estimates and assumptions are used for, but not limited to:

a) The Valuation of Deferred Tax Assets

Judgement is required in determining whether deferred tax assets are recognized on the balance sheet. The recognition of deferred tax assets requires management to assess the likelihood that the Company will generate taxable income in future periods to utilize the deferred tax assets. Due to the Company's history of losses, deferred tax assets have not been recognized by the Company.

b) Value of Stock Options

The Company provides compensation benefits to its employees, directors, officers, and consultants, through a stock option plan. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility assumption used in the model is based on the historical volatility of the Company's share price. The Company uses historical data to estimate the period of option exercises for use in the valuation model. The risk-free interest rate for the expected term of the option is based on the yields of government bonds. Changes in these assumptions, especially the share price volatility and the expected life determination could have a material impact on the Company's profit and loss for the periods presented. All estimates used in the model are based on historical data which may not be representative of future results.

c) Fair value of shares issued in non-cash transactions

The Company at times grants common shares in lieu of cash to certain vendors for their services to the Company. The Company recognizes the associated cost in the same period and manner as if the Company paid cash for the services provided by calculating the fair value of the share offering at the cost of the service provided.

e. Earnings Per Share

Loss per share is computed using the weighted average number of shares outstanding during the period. The Company has adopted ASC 220 "Earnings Per Share". Basic earnings per share ("EPS") is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options.

f. Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

The Company's financial instruments consist primarily of cash ~~and cash equivalents~~, ~~marketable securities,~~ accounts receivable, accounts payable and due to related party. The carrying amounts of these financial instruments approximate their fair values due to their short maturities. ~~Cash and cash equivalents and marketable securities are in Level 1 within the fair value hierarchy.~~

The Company's operations are in United States of America and Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

g. Research and Development

Research and development costs are expensed as incurred.

h. Reverse Stock Split

On January 10, 2025, the Company effectuated a 1 for 20 reverse stock split of its issued and outstanding common stock, rounding up to account for any fractional shares (the "Reverse Stock Split"). The Reverse Stock Split had no effect on the Company's authorized shares of common stock and the par value will remain unchanged at $0.001. All common stock share, option, warrant and per share amounts (except our authorized but unissued shares and previously reserved shares) have been retroactively adjusted in these consolidated financial statements and related disclosures.

i. Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segments Disclosures. The amendments enhance disclosures of significant segment expenses by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions. The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial statements have not been issued. The Company will adopt ASU 2023-07 for the fiscal year ended August 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires all public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. The amendments are effective for the Company in fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 27, 2027. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently evaluating the guidance and its impact to the financial statements.

4. ~~MARKETABLE~~MINERAL ~~SECURITIES~~PROPERTY

On May 4, 2022 ("Closing Date"), the Company announced the sale of its Clayton Valley unpatented mining claims to Cypress Development Corporation ("Cypress") and as a result of this transaction received 3,000,000 shares of Cypress along with $1,100,000 in cash. During January 2023 Cypress underwent a name change to Century Lithium Corp ("Century"). As at May 31, 2025 the Company has disposed of all 3,000,000 shares of Century, of which 350,600 were sold during the nine-month period May 31, 2025 (nine-month period May 31, 2024 - 1,214,500).

As at May 31, 2025, the movement in the Company's marketable securities is as follows:

Balance, August 31, 2024	$	67,516
Mark to market		377,803
Unrealized foreign exchange gain (loss)		-
Proceeds from disposal		(75,947	)
Realized loss on disposal		(352,239	)
Realized Foreign exchange loss on disposal		(17,133	)
Balance, November 30, 2024	$	-
Additions		-
Balance, February 28, 2025	$	-
Additions		-
Balance, May 31, 2025	$	-

5. MINERAL PROPERTY

West Tonopah

On February 25, 2022, the Company staked ~~approximately 1,818 acres of~~ unpatented mineral claims in Esmeralda County, Nevada for cash consideration of $10,500. During the ~~nine~~three-months ended ~~May~~November 3130, 2025, the Company expensed $238,~~124~~ 479 relating to ~~travel and~~ storage expenses. During the ~~nine~~ three-month period ended ~~May~~November 3130, 2024, the Company expensed $578,~~444~~490 in expenses relating to ~~geologist~~travel ~~work, sample assays,~~ and ~~travel~~storage expenses.

		May 31,		May 31,
		November 30,		November 30,
		2025		2024
Geologists	$	-	$	14,362
Travel, Storage & Misc		8,479		8,490
Sample Assays		-		21,175
Total Exploration	$	8,479	$	8,490
Travel & Misc		23,124		21,907
Total Exploration	$	23,124	$	57,444

65. RESEARCH AND DEVELOPMENT

Clean Technologies

On December 6, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100% ownership and rights to the hydrogen technology ("Hydrogen Technology"). By acquiring this Hydrogen Technology, the Company is currently researching the opportunity to create process gas that can be used in commercial, industrial and mining applications by splitting the hydrogen from water via electrolysis. The technology has advanced to the prototype phase and the provisional patent number 63/782/745 was filed with the USPTO on April 3, 2025. On February 11, 2025, the United States Patent Trademark Office (USPTO) notified the Company that patent #12224704 had been issued for the Heat Recovery System. On February 18, 2025 The USPTO notified the Company that patent #12231085 had been issued. This system has also been Trademarked as the "ENERTOPIA RAINMAKER".

Energy Management System ("EMS")

On December 17, 2021, The Company entered into a Definitive Purchase and Sale Agreement to acquire 100% ownership and rights to their Provisional Patent Pending EMS. The Company created a Joint Venture ("JV") with 51%, now 76%, controlling interest in CapNTrack to run the commercial and industrial operations related to the EMS. As of ~~May~~November 3130, 2025, one of the co inventors passed away. At this time the 2.5 million shares pre share consolidation, 125,000 post consolidation shares are being reviewed by all parties with respect to the necessary probate and other paperwork to be released or cancelled. As at the period ended date of ~~May~~November 3130, 2025, there have been no operations in the JV and only office costs have been incurred. The EMS is still in the research and development phase and it has not obtained commercial or operational feasibility as at the period end date of ~~May~~November 3130, 2025. On November 19, 2024 the USPTO notified the Company that patent number 12149091 was issued for EMS (Energy Management System).

During the ~~nine~~three months ended ~~May~~November 3130, 2025 and 2024 the Company incurred the following research and development expenses:

		May 31,		May 31,
		November 30,		November 30,
		2025		2024
Clean Technologies	$	959,~~832~~750	$	~~129~~22,~~740~~948
Energy Management Systems		-		938
Total Research and Development	$	9,750	$	22,948
Total Research and Development	$	95,832	$	130,678

76. RELATED PARTY TRANSACTIONS

For the ~~nine~~three-month periods ended ~~May~~November 3130, 2025, and November 30, 2024, the Company was party to the following related party transactions:

• ~~The Company incurred $0 (May 31, 2024: $85,500) to the President of the Company in consulting fees.~~ As at ~~May~~November 3130, 2025, the Company had a balance owing of $831,~~744~~204 owing to the President (August 31 ~~2024~~2025, $027,861) • The Company incurred $227,500 (~~May~~November 3130, 2024: $227,500) to the CFO of the Company in consulting fees. • The Company incurred $~~184~~0 (~~May~~November 3130, 2024: $~~581~~184) to a director of the Company in geological consulting services • The Company incurred $~~4,384~~0 (~~May~~November 3130, 2024 $62,~~976~~173) in total to two directors of the Company for director fees.

87. SHARE CAPITAL

The Company is authorized to issue up to 500 million shares.

During the ~~nine~~three-month period ~~May~~ended 31November ~~2025 the Company issued 1~~30,~~089~~ ~~post consolidation round up shares for the fractional shares with respect to the Companies 1 for 20 share consolidation with the effective date of January 10,~~ 2025~~. All~~ ~~common stock share, option, warrant~~ and ~~per~~2024 ~~share~~the ~~amounts~~Company ~~(except~~did ~~our~~not ~~authorized~~issue ~~but~~any ~~unissued~~ shares ~~and previously reserved shares) have been retroactively adjusted in these consolidated financial statements and related disclosures~~.

~~During~~As ~~the~~at ~~nine~~November ~~months ended May 31~~30, 2025, the Company ~~issued~~had 110,~~040~~339,~~000~~394 ~~units~~(August ~~for CAD$0.10 per unit~~31, ~~that~~2025: ~~included one common share and one whole warrant, exercisable at $0.~~10 ~~per warrant for two years expiring May 8~~, ~~2027 for gross proceeds of CAD$104~~339,~~000. A~~394) ~~cash~~shares ~~finder's~~issued ~~fee of CAD$2,400~~ and ~~74,000 full broker warrants valued at $6,915 (Note 9) was paid to third parties~~outstanding.

As at ~~May~~November 3130, 2025 the Company had 8175,~~799,394~~000 (August 31, ~~2024:~~2025 7- 175,~~758,305~~000) shares held in escrow, that are included in the total shares issued and outstanding. 125,000 of the shares held in Escrow are being reviewed by all parties with respect to the necessary probate and other paperwork to be released or cancelled with respect to the issuance of the Energy Management System Patent, United States Patent Trademark Office (USPTO) #12149091, as per the terms and conditions of the contract.

~~As at May 31, 2025 the Company had 175,000 (August 31 2024 - 350,000) shares held in escrow, that are included in the total shares issued and outstanding~~8. ~~125,000~~STOCK ofOPTIONS ~~the~~AND shares held in Escrow are being reviewed by all parties with respect to the necessary probate and other paperwork to be released or cancelled with respect to the issuance of the Energy Management System Patent, United States Patent Trademark Office (USPTO) #12149091, as per the terms and conditions of the contract.WARRANTS

9. STOCK OPTIONS AND WARRANTS

Stock Options

On July 15, 2014, the shareholders approved and adopted at the Annual General Meeting the Company's 2014 Stock Option Plan. The purpose of ~~these~~this ~~Plans~~Plan is to advance the interests of the Corporation, through the grant of Options, by providing an incentive mechanism to foster the interest of eligible persons in the success of the Corporation and its affiliates; encouraging eligible persons to remain with the Corporation or its affiliates; and attracting new Directors, Officers, Employees and Consultants. The aggregate number of Common Shares that may be reserved, allotted and issued pursuant to Options shall not exceed 870,000 shares of common stock, less the aggregate number of shares of common stock then reserved for issuance pursuant to any other share compensation arrangement. For greater certainty, if an Option is surrendered, terminated or expires without being exercised, the Common Shares reserved for issuance pursuant to such Option shall be available for new Options granted under this Plan. The options are deemed as vested and exercisable on issuance and the maximum life of the options granted under this Plan may not exceed 5 years.

At the Annual General Meeting held March 22, 2023, a new 2023 Stock Option Plan was approved. Under the 2023 Stock Option Plan (the "2023 Plan") the Company may grant options to purchase shares of common stock, $0.001 par value per share, of the Company. The stock subject to options granted under the 2023 Plan shall be shares of authorized but unissued or reacquired common stock. The maximum number of shares of common stock of the Company which may be issued and sold under the 2023 Plan shall be 1,550,000, subject to adjustment for stock splits or consolidations with a maximum life of 5 years and vesting at the discretion of the Board of Directors. Management plans to issue all new option grants under the 2023 Plan and to cancel the 2014 Plan once all currently issued options are either exercised or expire.

During the ~~nine~~three-months ended ~~May~~November 3130, 2025 the Company did not issue any options.

During the ~~nine~~three-months ended ~~May~~November 3130, 2025 and 2024, the Company recorded $0 as stock -based compensation expenses.

A summary of the changes in stock options for the ~~nine~~three-months ended ~~May~~November 3130, 2025 is presented below:

	Options Outstanding
	Number ofOptions	WeightedAverageExercise Price $	WeightedAverageRemaining Life(Years)	AggregateIntrinsic Value$
	Number of Options	Weighted Average Exercise Price $	Weighted Average Remaining Life (Years)	Aggregate Intrinsic Value $
Balance, August 31, 2024	407,500	1.73
Balance, August 31, 2023	407,500	1.73
Issued	510,000	0.15
Issued	-	-
Expired	-	-
Exercised	-	-
Balance, August 31, 2024	407,500	1.73
Balance, August 31, 2025 (Outstanding & Exercisable)	917,500	0.85
Issued	-	-
Expired	-	-
Exercised	-	-
Balance, May 31, 2025 (Outstanding & Exercisable)	407,500	1.73	1.16	18,863
Balance, November 30, 2025 (Outstanding & Exercisable)	917,500	1.73	1.69	18,288

The Company has the following options outstanding and exercisable as at ~~May~~November 3130, 2025:

Issue Date	~~Expiry Date~~ExpiryDate	Exercise Price$	Number ~~of Options~~ofOptions	Remaining Life (Years)
14-Dec-20	14-Dec-25	1.00	105,000	0.5404
28-Jan-21	28-Jan-26	2.80	100,000	0.6616
4-Feb-21	4-Feb-26	3.60	5,000	0.6818
5-Feb-21	5-Feb-26	3.60	15,000	0.6818
27-Apr-21	27-Apr-26	2.40	5,000	0.9141
28-May-21	28-May-26	2.40	2,500	0.9949
1-Sep-21	1-Sep-26	1.60	25,000	10.2575
6-Dec-21	6-Dec-26	1.40	50,000	1.5202
18-Aug-22	18-Aug-27	1.20	100,000	21.2272
Balance outstanding and exercisable			407,500	1.16
6-Jun-25	5-Jun-28	0.15	510,000	2.52
Balance outstanding and exercisable			917,500	1.69

Warrants

During the ~~period~~periods ended ~~May~~November 3130, 2025, ~~1,040,000 whole warrants were issued as part of units issued in the private placement that closed during May 2025,~~ and ~~74,000~~November ~~whole broker warrants. The warrants expire on May 8~~30, ~~2027,~~2024 ~~with~~no ~~an exercise price of $0.10 during the 24-month period. The~~ warrants were ~~valued at $97,184 and $6,915, respectively, and included in additional paid in capital~~issued. As of ~~May~~November 3130, 2025, the intrinsic value of the warrants was $3015,~~078~~350.

Issue Date

Expiry Date

Exercise Price$

~~Exercise Price $~~

Number ofWarrants*

Number of Warrants*

WeightedAverage Life(Years)

~~Weighted Average Life (Years)~~

Intrinsic Value$

~~Intrinsic Value $~~

8-May-25

8-May-27

0.100

~~0.100~~

614,000

~~1,114,000~~

1.44

~~1.93~~

15,350

~~30,078~~

0.100

~~0.100~~

614,000

~~1,114,000~~

1.44

~~1.93~~

15,350

~~30,078~~

*Each warrant entitles a holder to purchase one common share.

There were no614,000 warrants outstanding as of ~~August~~November 3130, ~~2024~~2025.

109. COMMITMENTS

The Company has a consulting agreement with the President of the Company for corporate administration and consulting services for $9,500 per month plus goods and services tax ("GST") on a continuing basis,. ~~the~~The financial terms of the contract have been suspended since July 1, 2024 pending improvement in financing conditions.

The Company has a consulting agreement with the CFO of the Company for corporate administration and consulting services for $7,500 per quarter plus goods and services tax ("GST") on a continuing basis.

The Company has a director fee agreement with two directors for CAD$1,500 each plus GST per quarter,. ~~the~~The financial terms of the agreement have been suspended since Feb 28, 2025 pending improvement in financing conditions.

The Company has a rental agreement for a corporate office for CAD$~~853~~725 per month plus GST ~~that~~on ~~expires~~a ~~June~~month-to-month ~~30, 2025~~basis. Rent expense for the ~~nine~~three-months ended ~~May~~November 3130, 2025 and 2024 were $51,~~470~~564 and $61,~~441~~879, respectively.

1110. SEGMENTED INFORMATION

The Company's operations involve the development of natural resources and green technologies. The Company is centrally managed and its chief operating decision maker, being the CEO, uses the consolidated and other financial information to make operational decisions and to assess the performance of the Company. The Company has three reportable segments: Natural Resources, Technology and Corporate, none of which are revenue generating as at the period ended date and for the period ended ~~May~~November 3130, 2025.

Long term Assets		Amount
United States of America	$	10,500
Balance May 31, 2025	$	10,500
Balance November 30, 2025	$	10,500

	Natural Resources		Technology		Corporate		Consolidated Total
May 31, 2025	$		$		$		$
November 30, 2025	$		$		$		$
Expenses	(238,~~124~~479	)	(959,~~832~~750	)	(~~213~~52,~~656~~977	)	(~~332~~71,~~612~~206	)
Other income (Note 4)	-		-		3,591		3,591
Other income	-		-		(3,564	)	(3,564	)
Segment Loss	(238,~~124~~479	)	(959,~~832~~750	)	(~~210~~56,~~065~~541	)	(~~329~~74,~~021~~770	)
Total Assets (Note 4, 5)	10,500		-		69,985		80,485
Total Assets (Note 4)	10,500		-		56,208		66,708

Long term Assets		Amount
United States of America	$	10,500
Balance August 31, 2024	$	10,500
Balance August 31, 2025	$	10,500

	Natural Resources		Technology		Corporate		Consolidated Total
August 31, 2024	$		$		$		$
August 31, 2025	$		$		$		$
Expenses	(5530,~~480~~385	)	(~~156~~153,~~680~~266	)	(~~453~~330,~~473~~090	)	(~~665~~513,~~633~~741	)
Other income (Note 4)	-		-		(333,377	)	(333,377	)
Other income	-		-		6,888		6,888
Segment Loss	(5530,~~480~~385	)	(~~156~~153,~~680~~266	)	(~~786~~323,~~850~~202	)	(~~999~~506,~~010~~853	)
Total Assets (Note 4, 5)	10,500		-		332,130		342,630
Total Assets (Note 4)	10,500		-		114,992		125,492

1211. PREPAID EXPENSES AND DEPOSITS

The balance of Prepaid Expenses and Deposits consisted of the following:

		May 31,		August 31,
		November 30,		August 31,
Prepaid Expenses & Deposits		2025		~~2024~~2025
Consultants	$	-	$	12,000
Exploration costs	$	13,200	$	17,600
Exploration costs		4,411		22,673
Fees and Dues	$	4,442	$	10,749
Fees and Dues		4,718		9,256
Insurance	$	13,266	$	3,413
Insurance		11,106		33,720
Office Expenses	$	1,602	$	3,785
Legal & Professional		859		-
Total Prepaid Expenses& Deposits	$	32,510	$	35,547
Office Expenses		856		1,145
Total Prepaid Expenses& Deposits	$	21,950	$	78,794

1312. SUBSEQUENT EVENTS

Management has evaluated subsequent events ~~through~~to the date these consolidated financial statements were issued. Based on our evaluation the following material events have occurred that require disclosure.

OnAs ~~June~~of 6December 15th, 2025, ~~the Company granted 510~~105,000 ~~stock~~ options atwith ~~$0.15~~an ~~vesting~~exercise onprice ~~grant~~of ~~and expiring June 6, 2028~~$1. ~~125,000~~00 ~~were~~expired ~~issued to an officer, 150,000 to directors, and 235,000 to consultants~~unexercised.

InItem ~~June~~2. ~~2025,~~Management's anDiscussion ~~officer~~ and ~~director~~Analysis of ~~the~~Financial ~~company~~Condition ~~exercised~~and ~~500,000~~Results ~~warrants at $0.10 for a total~~ of ~~$50,000.~~Operations

~~Item~~Forward-Looking ~~2. Management's Discussion and Analysis of Financial Condition and Results of Operations~~Statements

~~Forward~~This quarterly report contains forward-~~Looking~~looking ~~Statements~~statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~This~~Our ~~quarterly~~unaudited ~~report~~condensed ~~contains~~financial ~~forward-looking~~ statements asare ~~that~~stated ~~term is defined~~ in ~~the~~United ~~Private~~States ~~Securities~~Dollars ~~Litigation~~(US$) ~~Reform~~and ~~Act~~are ofprepared ~~1995.~~in ~~These~~accordance ~~statements~~with ~~relate~~United toStates ~~future~~Generally ~~events~~Accepted orAccounting ~~our future financial performance~~Principles. InThe ~~some~~following ~~cases,~~discussion ~~you can identify forward-looking statements by terminology such as "may", "~~should", ~~"expects",~~be ~~"plans",~~read ~~"anticipates",~~in ~~"believes",~~conjunction ~~"estimates",~~with ~~"predicts",~~our ~~"potential"~~unaudited orcondensed ~~"continue"~~financial ~~or the negative of these terms or other comparable terminology. These~~ statements ~~are only predictions~~ and ~~involve~~the ~~known~~related ~~and~~notes ~~unknown~~that ~~risks,~~appear ~~uncertainties~~elsewhere ~~and~~in ~~other~~this ~~factors,~~quarterly ~~including~~report. ~~the~~The ~~risks~~following indiscussion ~~the~~contains ~~section~~forward-looking ~~entitled~~statements ~~"Risk Factors",~~ that ~~may~~reflect ~~cause~~ our ~~or our industry's actual results~~plans, ~~levels~~estimates ofand ~~activity,~~beliefs. ~~performance~~Our oractual ~~achievements~~results tocould bediffer materially ~~different~~ from ~~any~~those ~~future~~discussed ~~results,~~in ~~levels~~the ~~of activity, performance or achievements expressed or implied by these~~ forward- looking statements. ~~Although~~Factors ~~we believe~~ that ~~the~~could ~~expectations~~cause ~~reflected~~or incontribute ~~the~~to ~~forward-looking~~such ~~statements~~differences ~~are reasonable~~include, webut ~~cannot~~are ~~guarantee~~not ~~future~~limited ~~results~~to, ~~levels~~those ofdiscussed ~~activity,~~below ~~performance~~and orelsewhere ~~achievements.~~in ~~Except~~this asquarterly ~~required by applicable law~~report, ~~including~~particularly ~~the~~in ~~securities laws of~~ the ~~United~~section ~~States,~~entitled we"Risk doFactors" ~~not intend to update any~~ of ~~the~~this ~~forward-looking~~quarterly ~~statements to conform these statements to actual results~~report.

~~Our~~In unaudited condensed financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited condensed financial statements and the related notes that appear elsewhere in this quarterly report., ~~The~~unless ~~following~~otherwise ~~discussion contains forward-looking statements that reflect our plans~~specified, ~~estimates~~all ~~and~~dollar ~~beliefs.~~amounts ~~Our~~are ~~actual~~expressed ~~results could differ materially from those discussed~~ in ~~the~~United ~~forward~~States ~~looking statements~~dollars. ~~Factors~~All ~~that~~references ~~could cause or contribute~~ to ~~such~~"CAD$" ~~differences~~refer ~~include, but are not limited~~ to, ~~those~~Canadian ~~discussed~~dollars ~~below~~ and ~~elsewhere~~all inreferences ~~this~~to ~~quarterly~~"common ~~report,~~shares" ~~particularly~~refer into the ~~section~~common ~~entitled~~shares ~~"Risk~~in ~~Factors"~~our ofcapital ~~this quarterly report~~stock.

InAs used in this quarterly report, ~~unless~~the ~~otherwise~~terms ~~specified~~"we", ~~all~~"us", ~~dollar amounts are expressed in United States dollars. All references to~~ "~~CAD$~~our" ~~refer to Canadian dollars~~ and ~~all references to~~ "~~common shares~~Company" ~~refer~~mean toCompany ~~the~~and/or ~~common~~our ~~shares~~subsidiaries, inunless ~~our~~otherwise ~~capital stock~~indicated.

~~As used in this quarterly report, the terms "we", "us", "our" and "Company" mean Company and/or our subsidiaries, unless otherwise indicated.~~Overview

~~Overview~~Enertopia Corp. was formed on November 24, 2004 under the laws of the State of Nevada and commenced operations on November 24, 2004.

Enertopia ~~Corp.~~is ~~was~~focused ~~formed~~ on ~~November~~building ~~24,~~shareholder ~~2004~~value ~~under~~through ~~the~~a ~~laws~~combination of ~~the~~our ~~State~~Nevada ofLithium ~~Nevada~~claims and ~~commenced~~intellectual ~~operations~~property on& ~~November~~patents ~~24,~~in ~~2004~~the green technology space.

~~Enertopia~~The isaddress ~~focused~~of onour ~~building~~principal ~~shareholder~~executive ~~value~~office ~~through~~is a#100 ~~combination~~740 ofMcCurdy ~~our~~Road, ~~Nevada~~Kelowna, ~~Lithium~~British ~~claims~~Columbia ~~and~~V1X ~~intellectual~~2P7. ~~property~~Our &telephone ~~patents~~number inis ~~the~~(250) ~~green~~870-2219. ~~technology~~Our current location provides adequate office space for our purposes at this stage of our development.

~~The~~Due ~~address~~to ofthe ~~our~~implementation ~~principal~~of ~~executive~~British ~~office~~Columbia isInstrument #751-509 ~~1873~~on ~~Spall~~September ~~Road~~30, ~~Kelowna,~~2008 by the British Columbia ~~V1Y~~Securities ~~4R2.~~Commission, ~~Our~~we ~~telephone~~have ~~number~~been isdeemed ~~(250)~~to ~~870-2219.~~be ~~Our~~a ~~current~~British ~~location~~Columbia ~~provides~~based ~~adequate~~reporting ~~office~~issuer. ~~space~~As ~~for~~such, ~~our~~we ~~purposes~~are atrequired ~~this~~to ~~stage~~file ofcertain ~~our~~information ~~development~~and documents at www.sedar.com.

~~Due~~Our toCurrent the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.Business

~~Our~~Enertopia ~~Current~~is ~~Business~~engaged in the business of Lithium exploration at their Nevada claims, along with holding intellectual property & non provisional pending patents in the green technology space.

~~Enertopia~~Mineral ~~is engaged in the business of Lithium exploration at their Nevada claims, along with holding intellectual property & non provisional pending patents in the green technology space.~~Property

~~Mineral~~West ~~Property~~Tonopah Lithium

~~West~~On ~~Tonopah~~February ~~Lithium~~25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering approximately 1,818 acres of land administrated by the BLM. The property is in good standing until September 3, 2025. Estimated respective yearly holding fees to the BLM $17,600 and $1,068 to Esmeralda County NV.

On February 25, 2022, the Company had 88 unpatented mineral lode claims in Esmeralda County, NV staked covering approximately 1,818 acres of land administrated by the BLM. The property is in good standing until September 3, 2025. Estimated respective yearly holding fees to the BLM $17,600 and $1,068 to Esmeralda County NV.

Enertopia Claim name	State or Federal Agency	Claim number from	Claim number to
MS 1-88	BLM	NV 105296951	NV 105297038
MS 1-88	Esmeralda County, NV	230856	230943

Enertopia Claim name	State or Federal Agency	Claim number from	Claim number to
MS 1-88	BLM	NV 105296951	NV 105297038
MS 1-88	Esmeralda County, NV	230856	230943

The Company completed its maiden drill program in June 2022, a second phase drill program April 2023 and a 43-101 Technical Report was filed in November 2023. Further information can be found at www.enertopia.com.

~~TECHNOLOGY~~NON PROVISIONAL PATENTS AND ISSUED PATENTS

~~NON~~On ~~PROVISIONAL~~November ~~PATENTS~~4, ~~AND~~2021, ~~ISSUED~~the ~~PATENTS~~Company announced the provisional patent filing known as Energy Management System, this was subsequently filed as a non-provisional patent on November 2, 2022. United States Patent Trademark Office (USPTO) has notified the Company that patent number 12149091 was issued on November 19, 2024.

On ~~November~~May 423, ~~2021,~~2022 the Company announced the filing of Non provisional patent ~~filing~~#2, known as ~~Energy~~Enertopia ~~Management~~Heat ~~System,~~ExtractorTM ~~this~~Heat ~~was~~Extractor ~~subsequently~~Technology ~~filed~~can asbe used behind the PV panels or in a ~~non-provisional~~glazed ~~patent~~format on ~~November~~their 2,own ~~2022~~to create liquid temperatures to 200 degrees Fahrenheit. The United States Patent Trademark Office (USPTO) has notified the Company that patent number ~~12149091~~12224704 was issued on ~~November~~February 1911, ~~2024~~2025.

On ~~May~~August 2315, 2022 the Company announced the filing of Non provisional patent #13, known as ~~the~~ Enertopia ~~Solar~~RainmakerTM ~~BoosterTM.~~By ~~The~~cooling ~~Enertopia~~the ~~Solar~~backside ~~Booster~~of ~~captures heat from~~ the ~~solar~~PV panels, ~~increasing~~below PVthe ~~output~~dew ~~enhancing~~point ~~production~~the ~~and~~atmospheric ~~increasing~~moisture condenses on the ~~lifetime~~back side of the PVpanel ~~panels.~~and Ondrips ~~January~~as ~~19,~~rain ~~2024~~into the ~~Company~~tray ~~announced~~collecting ~~that~~ the water. The United States Patent Trademark Office (USPTO) (Water ~~had~~Producing ~~declined~~System ~~our~~for ~~Non~~a ~~provisional~~Liquid ~~patent~~Transfer ~~application~~Mat) ~~and~~has notified the Company ~~has~~patent ~~determined~~number ~~not~~12231085 towas ~~pursue~~issued ~~the~~of ~~application~~February 18, 2025.

On ~~May~~April 234, ~~2022~~2025 the Company announced the filing of ~~Non~~ provisional patent ~~#2,~~number ~~known~~63/782/745 asfor ~~Enertopia Heat ExtractorTM Heat Extractor Technology can be used behind~~ the PVScalable ~~panels~~Automated orOxyhydrogen inProduction, aStorage, ~~glazed~~and ~~format~~Utilization ~~on their own to create liquid temperatures to 200 degrees Fahrenheit~~System. ~~The United States Patent Trademark Office (USPTO) has notified the Company that patent number 12224704 was issued on February 11, 2025.~~

On August 15, 2022 the Company announced the filing of Non provisional patent #3, known as Enertopia RainmakerTM By cooling the backside of the PV panels below the dew point the atmospheric moisture condenses on the back side of the panel and drips as rain into the tray collecting the water. The United States Patent Trademark Office (USPTO) (Water Producing System for a Liquid Transfer Mat) has notified the Company patent number 12231085 was issued of February 18, 2025.Summary

OnThe ~~April~~continuation 4of our business is dependent upon obtaining further financing, ~~2025~~a ~~the~~successful ~~Company~~program ~~announced~~of ~~the~~development, ~~filing~~and, finally, achieving a profitable level of ~~provisional~~operations. ~~patent~~The ~~number~~issuance ~~63/782/745~~of ~~for~~additional equity securities by us could result in a significant dilution in the ~~Scalable~~equity ~~Automated~~interests ~~Oxyhydrogen~~of ~~Production~~our current stockholders. Obtaining commercial loans, ~~Storage~~assuming those loans would be available, will increase our liabilities and ~~Utilization~~future ~~System~~cash commitments.

~~Summary~~There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing.

The ~~continuation~~Company ofheld ~~our~~its ~~business~~AGM ison ~~dependent~~May ~~upon obtaining further financing~~17, a2024. ~~successful~~On ~~program~~May ~~of development~~21, ~~and,~~2024 ~~finally,~~the ~~achieving~~Company areported ~~profitable~~on ~~level~~form of8-K ~~operations.~~that ~~The~~all ~~issuance~~resolutions ofwere ~~additional~~passed, ~~equity~~which ~~securities~~included bya usresolution ~~could~~for ~~result~~the inDirectors ato ~~significant~~consolidate ~~dilution in~~ the ~~equity~~shares ~~interests~~ of ~~our~~the ~~current stockholders. Obtaining commercial loans~~company, ~~assuming~~the ~~those~~Directors ~~loans~~agreed ~~would~~on bea ~~available,~~1-20 ~~will~~consolidation. ~~increase~~The ~~our~~Effective ~~liabilities~~date ~~and~~was ~~future~~January ~~cash~~10, ~~commitments~~2025.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations. There is significant uncertainty as to whether we can obtain additional financing.Employees

~~The~~We ~~Company~~primarily ~~held~~used ~~its AGM on May 17, 2024. On May 21, 2024~~ the ~~Company~~services ~~reported~~of ~~on form 8~~sub-Kcontractors ~~that~~and ~~all~~consultants ~~resolutions~~for ~~were~~our ~~passed,~~intended ~~which~~business ~~included~~operations. aOur ~~resolution~~technical ~~for~~consultant ~~the~~is ~~Directors~~Mr. toMcAllister, ~~consolidate~~our ~~the shares of the company~~president, ~~the~~CEO ~~Directors~~and ~~agreed on~~ a ~~1-20 consolidation~~director. ~~The Effective date was January 10, 2025.~~

~~Employees~~On November 30, 2007, Mr. McAllister was appointed as our President and on April 14, 2008 he was appointed as a director. On May 1, 2022, the Company entered into a consulting agreement with President of the Company for $9,500 per month plus goods and services tax ("GST") on a continuing basis. On July 1, 2024, Mr. McAllister voluntarily suspended and terminated accrual of these consulting fees.

WeThe ~~primarily~~Company ~~used~~has a consulting agreement with the ~~services~~CFO of ~~sub-contractors~~the ~~and~~Company ~~consultants~~Mr. ~~for~~Allan ~~our~~Spissinger ~~intended~~for ~~business~~corporate ~~operations.~~administration ~~Our~~and ~~technical~~consulting ~~consultant~~services isfor ~~Mr. McAllister~~$7,500 ~~our~~per ~~president,~~quarter ~~CEO~~plus goods and services tax ("GST") on a ~~director~~continuing basis.

OnWe ~~November~~do ~~30,~~not ~~2007,~~expect ~~Mr.~~any ~~McAllister~~material ~~was~~changes ~~appointed~~in ~~as our President and on April 14, 2008 he was appointed as a director. On May 1, 2022,~~ the ~~Company~~number ~~entered~~of ~~into~~employees aover ~~consulting agreement with President of~~ the ~~Company~~next ~~for $9,500 per~~ 12-month ~~plus goods and services tax ("GST") on a continuing basis~~period. On ~~July~~We 1,do ~~2024,~~and ~~Mr.~~will ~~McAllister~~continue ~~voluntarily~~to ~~suspended~~outsource ~~and~~contract ~~terminated~~employment ~~accrual~~as ~~of these consulting fees~~needed.

~~The~~Research ~~Company has a consulting agreement with the CFO of the Company Mr. Allan Spissinger for corporate administration~~ and ~~consulting services for $7,500 per quarter plus goods and services tax ("GST") on a continuing basis.~~Development

We dohave ~~not~~incurred ~~expect~~$309,946 ~~any material changes~~ in ~~the~~research ~~number~~and ofdevelopment ~~employees~~expenditures over the ~~next~~last 12two ~~month~~fiscal ~~period.~~years ~~We do~~ and ~~will~~$9,750 ~~continue~~during tothe ~~outsource~~three-months ~~contract~~ended ~~employment~~November as30, ~~needed~~2025.

~~Research and Development~~Competition

There is strong competition relating to all aspects of the resource and technology sectors. We ~~have~~actively ~~incurred~~compete ~~$621~~for capital,~~345~~ inskilled ~~research~~personnel, market share, and ~~development~~in ~~expenditures~~all ~~over~~other ~~the~~aspects ~~last~~of ~~two~~our ~~fiscal~~operations ~~years~~with a substantial number of other organizations. These organizations include small development stage companies like our own, and ~~$95~~large,~~832~~ ~~during~~established ~~the~~companies, ~~nine-months~~many ~~ended~~of ~~May~~which ~~31,~~have ~~2025~~greater technical and financial resources than our company.

~~Competition~~Compliance with Government Regulation

~~There~~The isexploration ~~strong~~and ~~competition~~development ~~relating to all aspects~~ of ~~the~~mineral ~~resource~~properties ~~and~~is ~~technology~~subject ~~sectors.~~to Wevarious ~~actively~~United ~~compete~~States ~~for capital~~federal, ~~skilled~~state ~~personnel,~~and ~~market~~local ~~share,~~ and inforeign ~~all~~governmental ~~other~~regulations. ~~aspects~~We ofmay ~~our~~from ~~operations~~time ~~with~~to atime, ~~substantial~~be ~~number~~required ofto ~~other~~obtain ~~organizations.~~licenses ~~These~~and ~~organizations~~permits ~~include~~from ~~small~~various ~~development~~governmental ~~stage~~authorities ~~companies~~in ~~like~~regards ~~our~~to ~~own,~~the ~~and~~exploration ~~large, established companies, many~~ of ~~which have greater technical and financial resources than~~ our ~~company~~property interests.

~~Compliance~~Purchase ~~with~~of ~~Government~~Significant ~~Regulation~~ Acquisition

~~The~~Not exploration and development of mineral properties is subject to various United States federal, state and local and foreign governmental regulations. We may from time to time, be required to obtain licenses and permits from various governmental authorities in regards to the exploration of our property interests.applicable

~~Purchase~~Off-Balance ofSheet ~~Significant Acquisition~~Arrangements

~~Not~~We ~~applicable~~have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

~~Off-Balance~~Critical ~~Sheet~~Accounting ~~Arrangements~~Policies

WeOur ~~have~~financial nostatements ~~significant~~and ~~off-balance~~accompanying ~~sheet~~notes ~~arrangements~~are ~~that~~prepared ~~have~~in oraccordance ~~are~~with ~~reasonably~~generally ~~likely~~accepted toaccounting ~~have~~principles aused ~~current~~in orthe ~~future~~United ~~effect~~States onof ~~our~~America. Preparing consolidated financial ~~condition,~~statements ~~changes~~requires inmanagement ~~financial~~to ~~condition,~~make ~~revenues~~estimates orand ~~expenses,~~assumptions ~~results~~that affect the reported amounts of ~~operations~~assets, ~~liquidity~~liabilities, ~~capital~~revenue, ~~expenditures~~and orexpenses. ~~capital~~These ~~resources~~estimates ~~that~~and assumptions are ~~material~~affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to ~~stockholders~~an understanding of our financials.

~~Critical~~Mineral ~~Accounting Policies~~Properties

~~Our~~Acquisition ~~financial~~costs ~~statements~~of ~~and~~mineral ~~accompanying~~rights ~~notes~~ are ~~prepared~~initially incapitalized ~~accordance~~as ~~with~~incurred ~~generally~~while ~~accepted~~exploration ~~accounting principles used in the United States of America. Preparing financial statements requires management to make estimates~~ and ~~assumptions~~pre-extraction ~~that~~expenditures ~~affect~~are ~~the~~expensed ~~reported~~as ~~amounts~~incurred ofuntil ~~assets,~~such ~~liabilities,~~time ~~revenue,~~proven ~~and~~or ~~expenses.~~probable ~~These~~reserves ~~estimates and assumptions~~ are ~~affected~~established byfor ~~management's~~that ~~application of accounting policies~~project. WeAcquisition ~~believe~~costs ~~that~~include ~~understanding~~cash ~~the~~consideration ~~basis~~ and ~~nature of~~ the ~~estimates~~fair ~~and~~market ~~assumptions~~value ~~involved with the following aspects~~ of ~~our~~shares ~~financial~~issued ~~statements~~on isthe ~~critical~~acquisition ~~to an understanding~~ of ~~our~~mineral ~~financials~~properties.

~~Mineral~~Expenditures ~~Properties~~relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred.

~~Acquisition~~Where ~~costs~~proven ofand ~~mineral~~probable ~~rights~~reserves ~~are~~have ~~initially~~been established, the project's capitalized asexpenditures ~~incurred~~are ~~while~~depleted ~~exploration~~over proven and ~~pre-extraction~~probable ~~expenditures~~reserves ~~are~~using ~~expensed~~the asunits-of-production ~~incurred~~method ~~until~~upon ~~such~~commencement ~~time~~of production. Where proven orand probable reserves ~~are~~have ~~established~~not ~~for~~been ~~that~~established, the project.'s ~~Acquisition~~capitalized ~~costs~~expenditures ~~include~~are ~~cash~~depleted ~~consideration~~over ~~and~~the estimated extraction life using the ~~fair~~straight-line ~~market~~method ~~value~~upon commencement of ~~shares~~extraction. ~~issued~~The onCompany ~~the~~has ~~acquisition~~not established proven or probable reserves for any of ~~mineral~~its ~~properties~~projects.

~~Expenditures~~The ~~relating~~carrying tovalues ~~exploration~~of ~~activities~~the ~~are~~mineral ~~expensed~~rights asare ~~incurred~~assessed ~~and~~for ~~expenditures~~impairment ~~relating~~by tomanagement ~~pre-extraction~~on ~~activities~~a ~~are~~quarterly ~~expensed~~basis and as ~~incurred~~required ~~until~~whenever ~~such~~indicators ~~time~~of ~~proven~~impairment orexist. ~~probable~~An ~~reserves~~impairment ~~are~~loss ~~established~~is ~~for~~recognized ~~that~~if ~~project,~~it ~~after~~is ~~which~~determined ~~subsequent~~that ~~expenditures~~the ~~relating~~carrying tovalue ~~development~~is ~~activities~~not ~~for~~recoverable ~~that~~and ~~particular~~exceeds ~~project~~fair ~~are capitalized as incurred~~value.

~~Where proven and probable reserves have been established, the project's capitalized expenditures are depleted over proven and probable reserves using the units~~Long-~~of-production~~Lived ~~method~~Assets upon commencement of production. Where proven and probable reserves have not been established, the project's capitalized expenditures are depleted over the estimated extraction life using the straight-line method upon commencement of extraction. The Company has not established proven or probable reserves for any of its projects.Impairment

~~The~~In ~~carrying~~accordance ~~values~~with ASC 360, "Accounting for Impairment or Disposal of Long Lived Assets", the ~~mineral~~carrying ~~rights~~value of long lived assets are ~~assessed~~tested for ~~impairment~~recoverability bywhenever ~~management~~events onor achanges ~~quarterly~~in ~~basis~~circumstances ~~and~~indicate asthat ~~required~~its ~~whenever~~carrying ~~indicators~~amount ofmay ~~impairment~~not ~~exist~~be recoverable. AnThe Company recognizes impairment ~~loss~~when the sum of the expected undiscounted future cash flows is ~~recognized~~less than the carrying amount of the asset. Impairment losses, if itany, isare ~~determined~~measured ~~that~~as the excess of the carrying ~~value~~amount isof ~~not~~the ~~recoverable~~asset ~~and~~over ~~exceeds~~its estimated fair value.

~~Long-Lived~~Going ~~Assets~~Concern ~~Impairment~~

InWe ~~accordance~~have ~~with~~suffered ~~ASC~~recurring ~~360,~~losses ~~"Accounting~~from ~~for~~operations. ~~Impairment~~The orcontinuation ~~Disposal~~ of ~~Long~~our ~~Lived~~Company ~~Assets",~~as ~~the~~a ~~carrying~~going ~~value~~concern ofis ~~long~~dependent ~~lived~~upon ~~assets~~our ~~are~~Company ~~tested~~attaining ~~for~~and ~~recoverability~~maintaining ~~whenever~~profitable ~~events~~operations and/or ~~changes~~raising inadditional ~~circumstances~~capital. ~~indicate~~The ~~that~~financial ~~its~~statements ~~carrying~~do ~~amount may~~ not beinclude ~~recoverable.~~any ~~The~~adjustment ~~Company~~relating ~~recognizes~~to ~~impairment~~the ~~when~~recovery ~~the~~and ~~sum~~classification of ~~the~~recorded ~~expected~~asset ~~undiscounted~~amounts ~~future~~or ~~cash flows is less than~~ the ~~carrying~~ amount ofand ~~the~~classification ~~asset. Impairment losses, if any, are measured as the excess~~ of ~~the~~liabilities ~~carrying~~that ~~amount~~might ofbe ~~the~~necessary ~~asset~~should ~~over~~our ~~its~~Company ~~estimated~~discontinue ~~fair value~~operations.

~~Going~~The ~~Concern~~continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

WeResults ~~have suffered recurring losses from operations. The continuation~~ of ~~our~~Operations Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations.

The ~~continuation~~following summary of our ~~business~~results ~~is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels~~ of ~~internally~~operations ~~generated~~should ~~revenue.~~be ~~The~~read ~~issuance~~in ofconjunction ~~additional~~with ~~equity~~our ~~securities~~financial bystatements usfor ~~could result in a significant dilution in~~ the ~~equity~~quarter ~~interests~~ended ofNovember ~~our current stockholders. Obtaining commercial loans~~30, ~~assuming those loans would be available~~2025, ~~will~~which ~~increase~~are ~~our~~included ~~liabilities and future cash commitments~~herein.

~~Results~~Our ofoperating ~~Operations~~results for the three months ended November 30, 2025 and November 30, 2024, and the changes between those periods for the respective items are summarized as follows:

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended May 31, 2025, which are included herein.

		Three Months Ended
		November 30,		November 30,
		2025		2024			Change
Revenue	$	-	$	-		$	-
General and administrative		11,871		18,606			6,735
Investor relations		16,114		3,124			(12,990	)
Consulting fees		7,500		16,711			9,211
Fees and dues		9,826		12,594			2,768
Exploration expenses		8,479		8,490			11
Research and development		9,750		22,948			13,198
Professional fees		7,666		10,551			2,885
Other expenses (income)		3,564		(9,894	)		(13,458	)
Net loss	$	74,770	$	83,130		$	8,360

Our ~~operating~~financial ~~results~~statements report no revenue for the three -months ended ~~May~~November 3130, 2025, and ~~May~~2024. 31Our financial statements report a net loss of $74,770 ~~2024~~for the three-month period ended November 30, ~~and~~2025, compared to a net loss of $83,130 for the ~~changes~~three-month ~~between~~period ~~those~~ended ~~periods~~November 30, 2024. Our net loss decreased by $8,360 for the ~~respective~~three-month ~~items~~period ~~are~~ended ~~summarized~~November as30, ~~follows:~~2025 primarily due to the decrease in consulting expenses of $9,211 and research and development of $13,198, offset by increases in investor relations of $12,990 and other expenses of $13,458. Our operating costs were lower by $21,818 for November 30, 2025, compared to November 30, 2024 primarily from cost containment measures offset by investor relations and other expenses.

		Three Months Ended
		May 31,		May 31,
		2025		2024		Change
Revenue (cost recovery)	$	-	$	-	$	-
General and administrative		15,022		15,577		555
Investor relations		10,930		4,311		(6,619	)
Consulting fees		8,250		53,274		45,024
Fees and dues		13,708		42,213		28,505
Exploration expenses		9,161		7,080		(2,081	)
Research and development		34,146		21,883		(12,263	)
Professional fees		31,192		25,579		(5,613	)
Other expenses (income)		7,955		117,984		110,029
Net loss (income)	$	130,364	$	287,901	$	157,537

Liquidity and Financial Condition

Our financial statements report no revenue for the three-months ended May 31, 2025, and 2024. Our financial statements report a net loss of $130,364 for the three-month period ended May 31, 2025, compared to a net loss of $287,901 for the three-month period ended May 31, 2024. Our net loss decreased by $157,537 for the three-month period ended May 31, 2025 primarily due to the decrease other expenses of $113,422 primarily due to losses on marketable securities, a reduction in consulting fees of $45,024, and filing fees of $28,505, offset by increases in research and development of $12,263 and Professional fees of $5,613. The increases in research and development and professional fees primarily consisted of work performed supporting our patent filing claims. Our operating costs were lower by $47,508 for May 31, 2025, compared to May 31, 2024 primarily from cost containment measures offset by increases in costs for patent filings.

Working Capital		November 30,			August 31,
		2025			2025
Current assets	$	56,208		$	114,992
Current liabilities		341,078			325,092
Working capital (deficit)	$	(284,870	)	$	(210,100	)

~~Our~~As ~~operating~~at ~~results~~November ~~for~~30, ~~the~~2025, ~~nine-months~~we ~~ended~~had ~~May 31~~$341,078 ~~2025~~in ~~and~~current ~~2024~~liabilities, ~~and~~which ~~the~~is ~~changes~~higher ~~between~~by ~~those~~$15,986 ~~periods~~when ~~for~~compared ~~the~~to ~~respective~~current ~~items~~liabilities ~~are~~as ~~summarized~~at asAugust ~~follows:~~31, 2025.

		NINE MONTHS ENDED
		November 30,			November 30,
		May 31,			May 31,
Cash Flows		2025			2024
		2025			2024			Change
Cash flows used in operating activities	$	(56,456	)	$	(103,072	)
Revenue	$	-		$	-		$	-
Cash flows from investing activities		-			75,947
General and administrative		54,426			50,829			(3,597	)
Net decrease in cash during year	$	(56,456	)	$	(27,125	)
Investor relations		18,183			22,180			3,997
Consulting fees		43,818			143,332			99,514
Fees and dues		35,193			53,363			18,170
Exploration expenses		23,124			57,444			34,320
Research and development		95,832			130,678			34,846
Professional fees		62,036			93,966			31,930
Other expenses (income)		(3,591	)		293,441			297,032
Net loss (income)	$	329,021		$	845,233		$	516,212

~~Our~~Operating financial statements report no revenue for the nine-months ended May 31, 2025, and 2024. Our financial statements report a net loss of $329,021 for the nine-month period ended May 31, 2025, compared to a net loss of $845,233 for the nine-month period ended May 31, 2024. Our net loss decreased by $516,212 for the nine-month period ended May 31, 2025 primarily due to cost containment measures and focus on our research and development work supporting our patent filings. Other income primarily consisted of non-cash unrealized gain of $377,803 on mark to market and realized losses on disposition of $352,239 on marketable securities. The decrease in exploration expenses primarily consisted of reporting work performed in the prior year on technical reporting that was not performed in the current period. Our operating costs were lower by $219,180 for May 31, 2025, compared to May 31, 2024 primarily from cost containment measures and focusing our expenses on supporting our patent filings.Activities

~~Liquidity~~Net ~~and~~cash ~~Financial~~used ~~Condition~~in operating activities was $56,456 in the three-months ended November 30, 2025 compared with net cash used in operating activities of $103,072 in the same period in 2024.

Working Capital		May 31,			August 31,
		2025			2024
Current assets	$	69,985		$	332,130
Current liabilities		309,825			316,033
Working capital (deficit)	$	(239,840	)	$	16,097

Investing Activities

AsNet atcash ~~May~~provided ~~31,~~by ~~2025,~~investing weactivities ~~had~~was $~~309,825~~0 inand ~~current liabilities, which is lower by~~ $675,~~208~~947 ~~when~~in ~~compared~~the tothree-months ~~current~~ended ~~liabilities~~November as30, at2025 ~~August~~and 312024, ~~2024~~respectively.

		May 31,			May 31,
Cash Flows		2025			2024
Cash flows used in operating activities	$	(282,534	)	$	(582,444	)
Cash flows from investing activities		75,947			520,590
Cash flows from financing activities		73,084			-
Net (decrease) increase in cash during year	$	(133,503	)	$	(61,854	)

Financing Activities

~~Operating~~During ~~Activities~~the three-months ended November 30, 2025 and 2024, the company did not have any financing activity.

~~Net~~Item ~~cash~~4. ~~used~~Controls inand ~~operating activities was $282,534 in the nine-months ended May31, 2025 compared with net cash used in operating activities of $582,444 in the same period in 2024.~~Procedures

~~Investing~~We ~~Activities~~maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

~~Net~~As ~~cash~~of ~~provided~~November 30, 2025, the end of the first quarter covered by ~~investing~~the ~~activities~~comparative ~~was~~information ~~$75~~of this report,~~947~~ we carried out an evaluation, under the supervision and ~~$520~~with the participation of our president (also our principal executive officer) and our secretary,~~590~~ intreasurer and chief financial officer (also our principal financial and accounting officer), of the ~~nine-months~~effectiveness ~~ended~~of ~~May~~the 31design and operation of our disclosure controls and procedures. Based on the foregoing, ~~2025~~our president (also our principal executive officer) and ~~2024~~our secretary, ~~respectively~~treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.

~~Financing~~Inherent ~~Activities~~limitations on effectiveness of controls

~~During~~Internal control over financial reporting has inherent limitations which include but is not limited to the ~~nine-months~~use ~~ended~~of ~~May~~independent 31professionals for advice and guidance, ~~2025~~interpretation of existing and/or changing rules and principles, ~~the~~segregation ~~company~~of ~~issue~~management 1duties,~~040~~ scale of organization,~~000~~ ~~common~~and ~~shares~~personnel atfactors. $0Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.~~0722~~ ~~(CAD$0~~Internal control over financial reporting also can be circumvented by collusion or improper management override.~~10)~~ ~~for~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a ~~total~~timely basis, however these inherent limitations are known features of ~~$73~~the financial reporting process and it is possible to design into the process safeguards to reduce,~~084~~ ~~net~~though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of ~~fees~~any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~The~~Changes ~~Company had no financing activities~~ in ~~the~~Internal ~~nine-months~~Control ~~ended~~over ~~May~~Financial ~~31, 2024.~~Reporting

~~Item~~There 4.have ~~Controls~~been ~~and~~no ~~Procedures~~changes in our internal controls over financial reporting that occurred during the quarter ended November 30, 2025, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

WePART maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.II

AsOTHER of May 31, 2025, the end of the third quarter covered by the comparative information of this report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.INFORMATION

~~Inherent~~Item ~~limitations~~1. Legal ~~on effectiveness of controls~~Proceedings

~~Internal~~We ~~control~~know ~~over financial reporting has inherent limitations which include but is not limited to the use~~ of ~~independent~~no ~~professionals for advice and guidance~~material, ~~interpretation of~~ existing ~~and/~~or ~~changing~~pending ~~rules~~legal ~~and~~proceedings ~~principles,~~against ~~segregation~~our ~~of management duties~~company, ~~scale~~nor ofare ~~organization,~~we ~~and~~involved ~~personnel~~as ~~factors. Internal control over financial reporting is~~ a ~~process~~plaintiff ~~which involves human diligence and compliance and is subject to lapses~~ in ~~judgment~~any ~~and~~material ~~breakdowns~~proceeding ~~resulting~~or ~~from~~pending ~~human failures~~litigation. ~~Internal~~There ~~control~~are ~~over~~no ~~financial~~proceedings ~~reporting~~in ~~also~~which ~~can~~any ~~be circumvented by collusion or improper management override. Because~~ of ~~its~~our ~~inherent limitations~~directors, ~~internal~~executive ~~control~~officers ~~over~~or ~~financial~~affiliates, ~~reporting~~or ~~may~~any ~~not~~registered ~~prevent~~ or ~~detect~~beneficial ~~misstatements on a timely basis~~stockholder, ~~however these inherent limitations are known features of the financial reporting process and it~~ is ~~possible~~an toadverse ~~design~~party ~~into~~or ~~the~~has ~~process~~a ~~safeguards~~material tointerest ~~reduce,~~adverse ~~though not eliminate, this risk. Therefore, even those systems determined~~ to beour ~~effective can provide only reasonable assurance with respect to financial statement preparation and presentation~~interest. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Changes~~Item in1A. ~~Internal~~Risk ~~Control over Financial Reporting~~Factors

~~There~~Much ~~have~~of ~~been~~the noinformation ~~changes~~included in this prospectus includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our ~~internal~~management ~~controls~~in ~~over~~connection ~~financial~~with ~~reporting~~our ~~that~~business ~~occurred~~operations. ~~during~~While ~~the~~these ~~quarter~~forward-looking ~~ended~~statements, ~~May~~and 31any assumptions upon which they are based, ~~2025~~are made in good faith and reflect our current judgment regarding the direction of our business, ~~that~~actual ~~have~~results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or ~~are~~other ~~reasonably~~future ~~likely~~performance suggested herein. We undertake no obligation to ~~materially~~update ~~affect,~~forward-looking ~~our~~statements ~~internal~~to ~~controls~~reflect ~~over~~events ~~financial~~or ~~reporting~~circumstances occurring after the date of such statements.

~~PART~~Such IIestimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this prospectus that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

~~OTHER~~Our ~~INFORMATION~~common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

~~Item~~Risks 1.Associated ~~Legal~~with ~~Proceedings~~Business

WeOur ~~know~~company ofhas no ~~material,~~operating ~~existing~~history orand ~~pending~~an ~~legal~~evolving ~~proceedings~~business ~~against our company~~model, ~~nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in~~ which ~~any~~raises ofdoubt about our ~~directors,~~ability ~~executive~~to ~~officers~~achieve orprofitability ~~affiliates,~~ or ~~any~~obtain ~~registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest~~financing.

~~Item~~Our 1ACompany has no operating history. ~~Risk~~Moreover, ~~Factors~~our business model is still evolving, subject to change, and will rely on the cooperation and participation of our joint venture partners. Our Company's ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations and we no proven history of performance, earnings or success. There can be no assurance that we will achieve profitability or obtain future financing.

~~Much~~Uncertain ofdemand ~~the~~for ~~information~~mineral ~~included~~resources insector ~~this~~may ~~prospectus~~cause ~~includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and~~ our ~~management in connection with our~~ business ~~operations.~~plan While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to ~~update~~be ~~forward-looking statements to reflect events or circumstances occurring after the date of such statements~~unprofitable.

~~Such~~Demand ~~estimates,~~for ~~projections~~mineral orresources ~~other~~is ~~"forward-looking~~based ~~statements"~~on ~~involve~~the ~~various~~world ~~risks~~economy and ~~uncertainties~~new astechnologies. ~~outlined~~Current ~~below.~~lithium Wedemand ~~caution~~exceeds ~~readers~~available ofsupply ~~this~~due ~~prospectus~~to ~~that~~the ~~important~~rapid ~~factors~~increase in ~~some~~lithium ~~cases~~batteries ~~have~~in ~~affected~~portable electronics and, in the ~~future,~~growing ~~could~~electric ~~materially~~vehicle ~~affect~~markets. ~~actual~~There ~~results~~can ~~and~~be ~~cause~~no ~~actual~~assurance ~~results~~that tocurrent ~~differ~~supply ~~materially~~and ~~from~~demand factors will remain the ~~results~~same ~~expressed~~or inthat ~~any~~projected ~~such~~supply ~~estimates,~~and demand factors will actually come to pass from 3rd party projections orthat ~~other~~are ~~"forward-looking~~currently ~~statements"~~believed to be true and accurate. InThere ~~evaluating~~can ~~us,~~be ~~our~~no ~~business~~assurance ~~and~~that ~~any~~new ~~investment~~disruptive intechnologies ~~our~~will ~~business,~~replace ~~readers~~lithium ~~should~~as ~~carefully~~a ~~consider~~significant ~~the~~component ~~following~~in ~~factors~~battery storage over time.

~~Our~~Conflicts ~~common~~of ~~shares~~interest ~~are~~between ~~considered~~our ~~speculative.~~company ~~Prospective~~and ~~investors~~our ~~should~~directors ~~consider~~and ~~carefully~~officers ~~the~~may ~~risk~~result ~~factors~~in ~~set~~a ~~out~~loss ~~below~~of business opportunity.

~~Risks~~Our ~~Associated~~directors and officers are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our future operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with ~~Business~~entities, engaged in business activities similar to those we intend to conduct.

~~Our~~In ~~company~~general, ~~has~~officers ~~no operating history~~ and andirectors ~~evolving~~of ~~business~~a ~~model,~~corporation ~~which~~are ~~raises~~required ~~doubt~~to ~~about~~present ~~our~~business ~~ability~~opportunities to ~~achieve~~a ~~profitability~~corporation ~~or obtain financing.~~if:

~~Our~~• ~~Company~~the ~~has~~corporation nocould ~~operating~~financially ~~history.~~undertake ~~Moreover, our business model is still evolving, subject to change, and will rely on~~ the cooperation and participation of our joint venture partners. Our Company's ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations and we no proven history of performance, earnings or success. There can be no assurance that we will achieve profitability or obtain future financing.opportunity;

~~Uncertain~~• ~~demand~~the ~~for~~opportunity ~~mineral~~is ~~resources~~within ~~sector~~the ~~may~~corporation's ~~cause~~line ~~our~~of business; ~~plan to be unprofitable.~~ and

~~Demand~~• ~~for~~it ~~mineral~~would ~~resources~~be isunfair ~~based~~to on the ~~world~~corporation ~~economy~~ and ~~new~~its ~~technologies.~~stockholders ~~Current~~not ~~lithium~~to ~~demand~~bring ~~exceeds~~the ~~available~~opportunity ~~supply due~~ to the ~~rapid~~attention ~~increase~~of ~~in lithium batteries in portable electronics and~~ the ~~growing electric vehicle markets~~corporation. There can be no assurance that current supply and demand factors will remain the same or that projected supply and demand factors will actually come to pass from 3rd party projections that are currently believed to be true and accurate. There can be no assurance that new disruptive technologies will replace lithium as a significant component in battery storage over time.

~~Conflicts~~We adopted a Code of ~~interest~~Ethics ~~between~~applicable to our ~~company~~senior financial officers and certain other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our ~~directors~~Annual Report on Form 10-KSB filed on November 29, 2007. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and ~~officers~~to ~~may~~whom ~~result~~it applies in a ~~loss~~Current ofReport ~~business~~on ~~opportunity~~Form 8-K filed with the SEC.

~~Our~~The ~~directors~~speculative ~~and~~nature ~~officers~~of ~~are not obligated to commit their full time and attention to~~ our business ~~and,~~plan ~~accordingly, they~~ may ~~encounter~~result ~~a conflict of interest~~ in ~~allocating their time between our future operations and those of other businesses. In~~ the ~~course~~loss of ~~their~~your ~~other business activities, they may become aware of~~ investment ~~and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty~~. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

InOur ~~general,~~operations ~~officers~~are ~~and~~in ~~directors~~the ofstart-up aor ~~corporation~~stage only, and are ~~required~~unproven. toWe ~~present~~may not be successful in implementing our business ~~opportunities~~plan to abecome ~~corporation~~profitable. ~~if:~~There may be less demand for our services than we anticipate. There is no assurance that our business will succeed and you may lose your entire investment.

•Changing ~~the~~consumer ~~corporation~~preferences ~~could~~may ~~financially~~cause ~~undertake~~our planned products to be unsuccessful in the ~~opportunity;~~marketplace.

•The decision of a potential client to undergo an environmental audit or review may be based on ethical or commercial reasons. In some instances, or with certain businesses, there may be no assurance that an environmental review will result in any cost savings or increased revenues. As such, unless the ~~opportunity~~ethical consideration is ~~within~~also ~~the~~a ~~corporation's~~material ~~line~~factor, ofthere ~~business;~~may be no incentive for such businesses to undertake an environmental review. Changes in consumer and commercial preferences, or trends, toward or away from environmental issues may impact on businesses" decisions to undergo environmental reviews.

•General iteconomic ~~would~~factors bemay ~~unfair~~negatively toimpact the ~~corporation~~market ~~and~~for ~~its~~our ~~stockholders~~planned ~~not to bring the opportunity to the attention of the corporation~~products.

WeThe ~~adopted~~willingness ~~a Code~~ of ~~Ethics~~businesses ~~applicable~~ to ~~our~~spend ~~senior~~time ~~financial officers~~ and ~~certain~~money ~~other finance executives, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our Annual Report~~ on ~~Form~~energy ~~10-KSB~~efficiency ~~filed~~may onbe ~~November~~dependent ~~29,~~upon ~~2007.~~general Ifeconomic weconditions; ~~make~~and any ~~amendments~~material todownturn ~~our~~may ~~Code~~reduce of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the ~~nature~~likelihood of ~~the~~businesses ~~amendment~~incurring orcosts ~~waiver,~~toward ~~its~~what ~~effective~~some ~~date~~businesses ~~and~~may toconsider ~~whom it applies in~~ a ~~Current~~discretionary ~~Report~~expense ~~on Form 8-K filed with the SEC~~item.

~~The~~A ~~speculative~~wide ~~nature~~range of ~~our~~economic ~~business~~and ~~plan~~logistical factors may ~~result~~negatively inimpact ~~the~~our ~~loss~~operating ~~of your investment~~results.

Our ~~operations~~operating ~~are~~results inwill ~~the~~be ~~start-up~~affected orby ~~stage~~a ~~only,~~wide variety of factors that could materially affect revenues and ~~are~~profitability, ~~unproven.~~including Wethe ~~may~~timing ~~not~~and becancellation ~~successful~~of incustomer ~~implementing~~orders ~~our~~and ~~business~~projects, ~~plan~~competitive topressures ~~become~~on ~~profitable.~~pricing, ~~There~~availability ~~may~~of bepersonnel, ~~less~~and ~~demand~~market ~~for~~acceptance of our services. ~~than~~As a result, we ~~anticipate.~~may ~~There~~experience ismaterial nofluctuations ~~assurance~~in ~~that~~future ~~our~~operating ~~business~~results ~~will~~on ~~succeed~~a quarterly and ~~you~~annual ~~may~~basis ~~lose~~which ~~your~~could ~~entire~~materially ~~investment~~affect our business, financial condition and operating results.

~~Changing~~Changes ~~consumer~~In ~~preferences~~Environmental ~~may~~Regulations ~~cause~~May ~~our~~Have ~~planned~~An ~~products~~Impact toOn beOur ~~unsuccessful in the marketplace.~~Operations

~~The~~We ~~decision~~believe ofthat awe ~~potential~~currently ~~client~~comply towith ~~undergo~~existing an environmental ~~audit~~laws orand ~~review~~regulations ~~may~~affecting beour ~~based~~proposed ~~on ethical or commercial reasons~~operations. InWhile ~~some instances, or with certain businesses,~~ there ~~may~~are be no ~~assurance~~currently ~~that~~known anproposed ~~environmental~~changes ~~review will result~~ in ~~any~~these ~~cost~~laws ~~savings~~ or ~~increased~~regulations, ~~revenues.~~significant Aschanges ~~such,~~have ~~unless~~affected the ~~ethical~~industry ~~consideration~~in isthe ~~also~~past aand ~~material~~additional ~~factor,~~changes ~~there~~ may beoccur noin ~~incentive~~the ~~for~~future. ~~such~~The ~~businesses~~company tois ~~undertake~~subject anto ~~environmental~~the ~~review.~~Bureau ~~Changes~~of inLand ~~consumer~~Management ~~and commercial preferences~~("BLM"), orState ~~trends,~~and ~~toward~~potentially orother ~~away~~government ~~from~~agencies ~~environmental~~with ~~issues~~respect ~~may impact on businesses" decisions~~ to ~~undergo~~its ~~environmental~~lithium ~~reviews~~business.

~~General~~Our ~~economic~~operations ~~factors~~ may ~~negatively~~be ~~impact~~subject to environmental laws, regulations and rules promulgated from time to time by government. In addition, certain types of operations require the ~~market~~submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means stricter standards and enforcement. Fines and penalties for ~~our~~non-compliance ~~planned~~are ~~products~~more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies, directors, officers and employees. The cost of compliance with changes in governmental regulations has potential to reduce the profitability of operations. We intend to comply with all environmental regulations in the United States and Canada.

~~The~~Loss ~~willingness~~ of ~~businesses~~consumer toconfidence ~~spend~~in ~~time~~our ~~and~~company ~~money~~or onin ~~energy~~our ~~efficiency~~industry may beharm ~~dependent~~our ~~upon general economic conditions; and any material downturn may reduce the likelihood of businesses incurring costs toward what some businesses may consider a discretionary expense item~~business.

ADemand ~~wide~~for ~~range~~our services may be adversely affected if consumers lose confidence in the quality of ~~economic~~our services or the industry's practices. Adverse publicity may discourage businesses from buying our services and ~~logistical~~could have a material adverse effect on our financial condition and results of operations. Various factors may ~~negatively~~adversely impact our ~~operating~~reputation, ~~results~~including product quality inconsistencies or contamination resulting in product recalls. Reputational risks may also arise from our third parties' labour standards, health, safety and environmental standards, raw material sourcing, and ethical standards. We may also be the victim of product tampering or counterfeiting or grey imports. Any litigation, disputes on tax matters and pay structures may subject us to negative attention in the press, which can damage reputation.

~~Our~~The ~~operating~~failure ~~results~~to ~~will~~secure becustomers affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance of our services. As a result, we may ~~experience~~cause ~~material fluctuations in future operating results on a quarterly and annual basis which could materially affect~~ our ~~business,~~operations ~~financial~~to ~~condition and operating results~~fail.

~~Changes~~We Incurrently ~~Environmental~~have ~~Regulations~~no ~~May~~long-term ~~Have~~agreements Anwith ~~Impact~~any Oncustomers. ~~Our~~Many ~~Operations~~of our sales may be on a "onetime" basis. Accordingly, we will require new customers on a continuous basis to sustain our operations. Risk of material impact on Group growth and profit of consumer led slowdown in key developing markets, exacerbated by increasing currency volatility. A variety of factors may adversely affect our results of operations and financial condition during periods of economic uncertainty or instability, social or labour unrest or political upheaval in the markets in which we operate. Such periods may also lead to government actions, such as imposition of martial law, trade restrictions, foreign ownership restrictions, capital, price or currency controls, nationalization or expropriation of property or other resources, or changes in legal and regulatory requirements and taxation regimes.

WeIf ~~believe that~~ we ~~currently~~fail ~~comply~~to ~~with~~effectively ~~existing environmental laws~~ and ~~regulations~~efficiently ~~affecting our proposed operations. While there are no currently known proposed changes in these laws or regulations~~advertise, ~~significant changes have affected~~ the ~~industry~~growth inof ~~the~~our ~~past~~business ~~and additional changes~~ may ~~occur~~be ~~in the future~~compromised. ~~The company is subject to the Bureau of Land Management ("BLM"), State and potentially other government agencies with respect to its lithium business.~~

~~Our~~The ~~operations~~future ~~may~~growth and profitability of our business will be ~~subject~~dependent toin ~~environmental~~part ~~laws,~~on ~~regulations~~the effectiveness and ~~rules~~efficiency ~~promulgated~~of ~~from~~our ~~time~~advertising toand ~~time~~promotional byexpenditures, ~~government.~~including Inour ~~addition,~~ability ~~certain~~to ~~types~~(i) create greater awareness of ~~operations~~our ~~require~~products, (ii) determine the ~~submission~~appropriate creative message and ~~approval~~media ofmix ~~environmental~~for ~~impact~~future ~~assessments.~~advertising ~~Environmental~~expenditures, ~~legislation~~and is(iii) ~~evolving~~effectively inmanage aadvertising ~~manner~~and ~~that~~promotional ~~means~~costs ~~stricter~~in ~~standards~~order ~~and~~to ~~enforcement.~~maintain ~~Fines~~acceptable ~~and~~operating ~~penalties~~margins. ~~for~~There ~~non-compliance~~can ~~are~~be ~~more~~no ~~stringent.~~assurance ~~Environmental~~that ~~assessments~~we ofwill ~~proposed~~experience ~~projects~~benefits ~~carry~~from aadvertising ~~heightened~~and ~~degree~~promotional ofexpenditures ~~responsibility~~in ~~for~~the ~~companies,~~future. ~~directors~~In addition, ~~officers~~no ~~and~~assurance ~~employees.~~can ~~The~~be ~~cost~~given ofthat ~~compliance~~our ~~with~~planned ~~changes~~advertising inand ~~governmental~~promotional ~~regulations~~expenditures ~~has~~will ~~potential~~result toin ~~reduce~~increased ~~the~~revenues, ~~profitability~~will generate levels of ~~operations.~~service Weand ~~intend~~name toawareness ~~comply~~or ~~with~~that ~~all~~we ~~environmental~~will ~~regulations~~be inable ~~the~~to ~~United~~manage ~~States~~such advertising and ~~Canada~~promotional expenditures on a cost-effective basis.

~~Loss~~Our ofsuccess ~~consumer~~is ~~confidence~~dependent inon our ~~company~~unproven orability into ~~our~~attract ~~industry~~qualified ~~may harm our business~~personnel.

~~Demand~~We ~~for~~depend on our ~~services~~ability ~~may~~to beattract, ~~adversely~~retain ~~affected~~and ifmotivate ~~consumers lose confidence in the quality of~~ our ~~services~~management orteam, ~~the~~consultants ~~industry's~~and ~~practices~~advisors. ~~Adverse~~There ~~publicity~~is ~~may~~strong ~~discourage~~competition ~~businesses~~for ~~from~~qualified ~~buying~~technical ~~our services~~ and ~~could~~management ~~have~~personnel ain ~~material~~the ~~adverse~~business ~~effect~~sector, ~~on our financial condition~~ and ~~results~~it ofis ~~operations.~~expected ~~Various~~that ~~factors~~such ~~may~~competition ~~adversely~~will ~~impact~~increase. ~~our~~Our ~~reputation,~~planned ~~including~~growth ~~product~~will ~~quality~~place ~~inconsistencies~~increased ordemands ~~contamination~~on ~~resulting~~our inexisting ~~product~~resources ~~recalls.~~and ~~Reputational~~will ~~risks~~likely ~~may~~require ~~also~~the ~~arise~~addition ~~from~~of ~~our~~technical ~~third~~personnel ~~parties' labour standards, health, safety~~ and ~~environmental~~the ~~standards,~~development ~~raw~~of ~~material~~additional ~~sourcing,~~expertise ~~and~~by ~~ethical~~existing ~~standards~~personnel. WeThere ~~may~~can ~~also~~ be ~~the~~no ~~victim~~assurance ofthat ~~product~~our ~~tampering~~compensation orpackages ~~counterfeiting~~will orbe ~~grey~~sufficient ~~imports.~~to ~~Any~~ensure ~~litigation,~~the ~~disputes~~continued onavailability ~~tax~~of ~~matters~~qualified ~~and~~personnel ~~pay~~who ~~structures~~are ~~may~~necessary ~~subject~~for ~~us to negative attention in~~ the ~~press,~~development ~~which~~of ~~can~~our ~~damage reputation~~business.

~~The~~We ~~failure~~have a limited operating history with losses and we expect the losses to ~~secure~~continue, ~~customers~~which ~~may~~raises ~~cause~~concerns about our ~~operations~~ability to ~~fail~~continue as a going concern.

We ~~currently~~ have nogenerated ~~long-term~~minimal ~~agreements~~revenues ~~with~~since ~~any customers. Many of~~ our ~~sales~~inception ~~may~~and bewill, onin aall ~~"onetime" basis. Accordingly~~likelihood, wecontinue ~~will require new customers on a continuous basis~~ to ~~sustain~~incur ~~our~~operating ~~operations.~~expenses ~~Risk~~with ofminimal ~~material~~revenues ~~impact~~until onwe ~~Group~~are ~~growth~~able ~~and~~to ~~profit~~successfully ofdevelop ~~consumer~~our ~~led~~business. ~~slowdown~~Our inbusiness ~~key~~plan ~~developing~~will ~~markets,~~require ~~exacerbated~~us byto ~~increasing~~incur ~~currency~~further ~~volatility~~expenses. AWe ~~variety of factors~~ may ~~adversely~~not ~~affect~~be ~~our~~able ~~results~~to ofever ~~operations~~become ~~and~~profitable. ~~financial~~These ~~condition~~circumstances ~~during~~raise ~~periods~~concerns ofabout ~~economic~~our ~~uncertainty~~ability ~~or instability, social or labour unrest or political upheaval in the markets in which we operate. Such periods may also lead~~ to ~~government~~continue ~~actions, such~~ as ~~imposition~~a ofgoing ~~martial~~concern. ~~law,~~We ~~trade~~have ~~restrictions,~~a ~~foreign~~limited ~~ownership~~operating ~~restrictions,~~history ~~capital,~~and ~~price~~must orbe ~~currency~~considered ~~controls, nationalization or expropriation of property or other resources, or changes~~ in ~~legal~~the ~~and~~start-up ~~regulatory requirements and taxation regimes~~stage.

IfThere weis ~~fail~~an explanatory paragraph to ~~effectively~~their ~~and~~audit ~~efficiently~~opinion ~~advertise~~issued in connection with the consolidated financial statements for the year ended August 31, 2025 with respect to their doubt about our ability to continue as a going concern. As discussed in Note 2 to our consolidated financial statements for the ~~growth~~year ended August 31, 2025, we have incurred cumulative losses of $16,106,523 that raises substantial doubt about its ability to continue as a going concern. Our management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that our ~~business~~company ~~may~~will be ~~compromised.~~able to continue to finance our company on this basis.

~~The~~Without ~~future~~additional ~~growth~~financing ~~and~~to ~~profitability~~develop of our business ~~will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures~~plan, ~~including~~ our ~~ability~~business tomay (i) create greater awareness of our products, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating marginsfail. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

~~Our~~Because ~~success~~we ishave ~~dependent~~generated ononly minimal revenue from our ~~unproven~~business ~~ability~~and cannot anticipate when we will be able to ~~attract~~generate ~~qualified~~meaningful ~~personnel~~revenue from our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.

We ~~depend~~may onnot ~~our~~be ~~ability~~able to ~~attract,~~obtain ~~retain~~all ~~and~~of ~~motivate~~the ~~our~~licenses ~~management~~necessary ~~team,~~to ~~consultants~~operate ~~and~~our ~~advisors. There is strong competition for qualified technical and management personnel in the~~ business ~~sector~~, ~~and~~which itwould iscause ~~expected that such competition will increase. Our planned growth will place increased demands on~~ our ~~existing~~business resources and will likely require the addition of technical personnel and the development of additional expertise by existing personnel. There can be no assurance that our compensation packages will be sufficient to ~~ensure the continued availability of qualified personnel who are necessary for the development of our business~~fail.

Our operations require licenses and permits from various governmental authorities related to the establishment of our planned facilities, to the production, storage and distribution of our products, and to the disposal of waste. We ~~have~~believe athat ~~limited~~we ~~operating~~will ~~history~~be ~~with~~able ~~losses~~to obtain all necessary licenses and permits under applicable laws and regulations for our operations and believe we ~~expect~~will ~~the~~be ~~losses~~able to ~~continue~~comply in all material respects with the terms of such licenses and permits. However, ~~which~~such ~~raises~~licenses ~~concerns~~and ~~about~~permits ~~our~~are ~~ability~~subject to ~~continue~~change asin avarious ~~going~~circumstances. ~~concern~~There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits.

WeChanges ~~have~~in ~~generated~~health ~~minimal revenues since our inception~~ and ~~will,~~safety inregulation ~~all likelihood, continue to incur operating expenses with minimal revenues until we are able to successfully develop our business. Our business plan will require us to incur further expenses. We~~ may ~~not~~result bein ~~able~~increased toor ~~ever~~insupportable ~~become~~financial ~~profitable.~~burden ~~These~~on ~~circumstances raise concerns about~~ our ~~ability to continue as a going concern~~company. ~~We have a limited operating history and must be considered in the start-up stage.~~

~~There~~We isbelieve anthat ~~explanatory~~we ~~paragraph~~currently tocomply ~~their audit opinion issued in connection~~ with ~~the~~existing ~~consolidated~~laws ~~financial~~and ~~statements~~regulations ~~for~~affecting ~~the year ended August 31, 2024 with respect to their doubt about~~ our ~~ability~~product toand ~~continue as a going concern~~operations. AsWhile ~~discussed~~there inare ~~Note~~no 2currently toknown ~~our~~proposed ~~consolidated~~changes ~~financial~~in ~~statements~~these ~~for~~laws ~~the~~or ~~year ended August 31~~regulations, ~~2024,~~significant wechanges have ~~incurred~~affected ~~cumulative~~the ~~losses~~industry ofin ~~$15,524,969 that raises substantial doubt about its ability to continue as a going concern. Our management has been able, thus far, to finance~~ the ~~operations~~past ~~through equity financing~~ and ~~cash~~additional onchanges ~~hand.~~may ~~There~~occur isin nothe ~~assurance that our company will be able to continue to finance our company on this basis~~future.

~~Without~~Our ~~additional~~products ~~financing~~and operations may be subject to ~~develop~~unanticipated ~~our~~regulations ~~business~~and ~~plan~~rules promulgated from time to time by government, ~~our~~namely ~~business~~those related to consumer health and safety which may ~~fail~~render certain production methods, ingredients, products or practices obsolete. The cost of compliance with changes in governmental regulations has potential to reduce the viability or profitability of our products or operations.

~~Because~~If we ~~have~~are ~~generated~~unable ~~only minimal revenue from our business and cannot anticipate when we will be able~~ to ~~generate~~recruit ~~meaningful~~or ~~revenue~~retain ~~from~~qualified ~~our business~~personnel, weit ~~will~~could ~~need to raise additional funds to conduct and grow our business. We do not currently~~ have ~~sufficient~~a ~~financial~~material ~~resources~~adverse toeffect ~~completely~~on ~~fund the development of~~ our ~~business~~operating ~~plan.~~results ~~We anticipate that we will need to raise further financing. We do not currently have any arrangements for financing~~ and westock ~~can provide no assurance to investors that we will be able to find such financing if required~~price. ~~The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.~~

Our success depends in large part on the continued services of our executive officers and third-party relationships. We ~~may~~currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to ~~obtain~~attract ~~all~~and retain highly skilled personnel, including technical personnel, to accommodate our exploration plans and to replace personnel who leave. Competition for qualified personnel can be intense, and there are a limited number of people with the ~~licenses~~requisite ~~necessary~~knowledge and experience. Under these conditions, we could be unable to ~~operate~~recruit, ~~our~~train, ~~business~~and retain employees. If we cannot attract and retain qualified personnel, ~~which~~it ~~would~~could ~~cause~~have a material adverse impact on our ~~business~~operating toresults ~~fail~~and stock price.

~~Our~~If ~~operations~~we ~~require~~fail ~~licenses and permits from various governmental authorities related~~ to ~~the~~effectively ~~establishment~~manage of our ~~planned~~growth ~~facilities, to the production, storage and distribution of~~ our ~~products,~~future ~~and~~business toresults ~~the~~could ~~disposal of waste. We believe that we will~~ be ~~able~~harmed ~~to obtain all necessary licenses~~ and ~~permits under applicable laws and regulations for~~ our ~~operations~~managerial and ~~believe~~operational weresources ~~will~~may be ~~able to comply in all material respects with the terms of such licenses and permits~~strained. ~~However, such licenses and permits are subject to change in various circumstances. There can be no guarantee that we will be able to obtain or maintain all necessary licenses and permits.~~

~~Changes~~As we proceed with our business plan, we expect to experience significant and rapid growth in ~~health~~the scope and ~~safety~~complexity ~~regulation~~of ~~may~~our ~~result~~business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in ~~increased~~order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or ~~insupportable~~to ~~financial~~hire ~~burden~~and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our ~~company~~business and financial condition.

WeRisks ~~believe~~Associated ~~that we currently comply~~ with ~~existing laws and regulations affecting our product and operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected~~ the ~~industry~~Shares inof ~~the~~Our ~~past and additional changes may occur in the future.~~Company

~~Our~~Because ~~products~~we ~~and~~do ~~operations~~not ~~may~~intend ~~be subject~~ to ~~unanticipated~~pay ~~regulations~~any ~~and~~dividends ~~rules~~on ~~promulgated~~our ~~from time to time by government~~shares, ~~namely~~investors ~~those~~seeking ~~related~~dividend toincome ~~consumer health and safety which may render certain production methods, ingredients, products~~ or ~~practices~~liquidity ~~obsolete.~~should ~~The~~not ~~cost~~purchase ~~of compliance with changes in governmental regulations has potential to reduce the viability or profitability of~~ our ~~products or operations~~shares.

IfWe wehave ~~are~~not ~~unable~~declared toor ~~recruit~~paid orany ~~retain~~dividends ~~qualified~~on ~~personnel~~our shares since inception, itand ~~could~~do ~~have~~not aanticipate ~~material~~paying ~~adverse~~any ~~effect~~such dividends for the foreseeable future. We presently do not anticipate that we will pay dividends on any of our ~~operating~~common ~~results~~stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock ~~price~~dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings to implement our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.

~~Our~~Investors ~~success~~seeking ~~depends~~dividend inincome ~~large~~or ~~part~~liquidity onshould ~~the continued services of our executive officers and third-party relationships. We currently do~~ not ~~have~~invest ~~key~~in ~~person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on~~ our ~~results of operations and our stock price~~shares. It is also very important that we be able to attract and retain highly skilled personnel, including technical personnel, to accommodate our exploration plans and to replace personnel who leave. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.

IfBecause we ~~fail~~can toissue ~~effectively~~additional ~~manage~~shares, ~~our~~purchasers ~~growth~~of our ~~future~~shares ~~business~~may ~~results~~incur ~~could~~immediate bedilution ~~harmed~~ and ~~our managerial and operational resources~~ may beexperience ~~strained.~~further dilution.

~~As we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business.~~ We ~~will~~are ~~need~~authorized to ~~add~~issue ~~staff~~up to ~~market our services~~500, ~~manage operations~~000,000 ~~handle sales and marketing efforts and perform finance and accounting functions~~shares. WeThe ~~will~~board beof ~~required~~directors ~~to hire a broad range~~ of ~~additional personnel in order to successfully advance~~ our ~~operations.~~company ~~This~~has ~~growth~~the isauthority ~~likely~~ to ~~place~~cause aus ~~strain~~to onissue ~~our~~additional ~~management~~shares, and ~~operational resources. The failure~~ to ~~develop~~determine ~~and~~the ~~implement effective systems~~rights, orpreferences ~~to hire~~ and ~~retain~~privileges ~~sufficient~~of ~~personnel~~such ~~for~~shares, ~~the~~without ~~performance~~consent of ~~all~~any of ~~the functions necessary to effectively service and manage~~ our ~~potential~~stockholders. ~~business~~Consequently, orour ~~the~~stockholders ~~failure~~may toexperience ~~manage~~more ~~growth~~dilution ~~effectively,~~in ~~could~~their ~~have~~ownership aof ~~materially adverse effect on~~ our ~~business~~company ~~and~~in ~~financial~~the ~~condition~~future.

~~Risks~~Other ~~Associated with the Shares of Our Company~~Risks

~~Because~~Trading weon dothe ~~not~~OTCQB ~~intend~~and toCSE ~~pay~~may ~~any~~be ~~dividends~~volatile onand ~~our shares~~sporadic, ~~investors~~which ~~seeking~~could ~~dividend~~depress ~~income~~the ormarket ~~liquidity~~price ~~should~~of ~~not~~our ~~purchase~~common stock and make it difficult for our stockholders to resell their shares.

WeOur ~~have~~common ~~not~~stock ~~declared~~is orquoted ~~paid any dividends~~ on ~~our~~the ~~shares~~OTCQB ~~since~~electronic ~~inception,~~quotation ~~and~~service dooperated ~~not~~by ~~anticipate~~OTC ~~paying~~Markets ~~any~~Group ~~such~~Inc ~~dividends~~and ~~for~~on the ~~foreseeable future~~CSE. WeTrading ~~presently~~in dostock ~~not~~quoted ~~anticipate~~on ~~that~~the weOTCQB ~~will~~and ~~pay~~CSE ~~dividends~~is onoften ~~any~~thin ofand ~~our~~characterized ~~common~~by ~~stock~~wide fluctuations in ~~the~~trading ~~foreseeable~~prices, ~~future.~~due Ifto ~~payment~~many offactors ~~dividends~~that ~~does~~may ~~occur~~have atlittle ~~some~~to ~~point~~do inwith ~~the~~our ~~future,~~operations itor ~~would~~business beprospects. ~~contingent~~This ~~upon~~volatility ~~our~~could ~~revenues~~depress ~~and~~the ~~earnings,~~market ifprice ~~any,~~of ~~capital~~our ~~requirements,~~common ~~and~~stock ~~general~~for ~~financial~~reasons ~~condition~~unrelated to operating performance. ~~The~~Moreover, ~~payment~~the ofOTCQB ~~any~~is ~~common~~not a stock ~~dividends~~exchange, ~~will~~and betrading ~~within~~of ~~the~~securities ~~discretion~~on ofthe ~~our~~OTCQB ~~Board~~is ofoften ~~Directors.~~more Wesporadic ~~presently~~than ~~intend~~the totrading ~~retain~~of ~~all~~securities ~~earnings~~listed toon ~~implement~~a ~~our~~quotation ~~business~~system ~~plan;~~like ~~accordingly,~~Nasdaq weor doa ~~not~~stock ~~anticipate~~exchange ~~the~~like ~~declaration~~Amex. ofAccordingly, ~~any~~shareholders ~~dividends~~may ~~for~~have ~~common~~difficulty ~~stock~~reselling inany of the ~~foreseeable future~~shares.

~~Investors~~Our ~~seeking~~stock ~~dividend~~is ~~income~~a orpenny ~~liquidity~~stock. ~~should~~Trading ~~not~~of ~~invest~~our instock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our ~~shares~~stock.

~~Because~~Our westock ~~can~~is ~~issue~~a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional ~~shares~~sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 ~~purchasers~~or individuals with a net worth in excess of ~~our~~$1,000,000 ~~shares~~or ~~may~~annual ~~incur~~income ~~immediate~~exceeding ~~dilution~~$200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may ~~experience~~have ~~further~~the ~~dilution~~effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

WeThe ~~are~~Financial ~~authorized~~Industry toRegulatory ~~issue~~Authority, upor ~~to 500~~FINRA,~~000,000~~ ~~shares.~~has ~~The~~adopted ~~board~~sales ofpractice ~~directors~~requirements ofwhich ~~our~~may ~~company~~also ~~has~~limit ~~the~~a ~~authority~~stockholder's toability ~~cause us~~ to ~~issue~~buy ~~additional shares,~~ and tosell ~~determine the rights, preferences and privileges of such shares, without consent of any of~~ our ~~stockholders~~stock. ~~Consequently, our stockholders may experience more dilution in their ownership of our company in the future.~~

~~Other~~In ~~Risks~~addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

~~Trading~~We onbelieve ~~the~~that ~~OTCQB~~our ~~and~~operations ~~CSE~~comply, ~~may~~in beall ~~volatile~~material ~~and sporadic~~respects, ~~which~~with ~~could~~all ~~depress~~applicable ~~the~~environmental ~~market price of our common stock and make it difficult for our stockholders to resell their shares~~regulations.

Our ~~common~~operating ~~stock~~partners ismaintain ~~quoted~~insurance oncoverage ~~the~~customary OTCQB electronic quotation service operated by OTC Markets Group Inc and on the CSE. Trading in stock quoted on the OTCQB and CSE is often thin and characterized by wide fluctuations in trading prices, due to ~~many factors that may have little to do with our operations or business prospects. This volatility could depress~~ the ~~market~~industry; ~~price of our common stock for reasons unrelated to operating performance. Moreover~~however, ~~the~~we ~~OTCQB~~are is not afully ~~stock~~insured ~~exchange,~~against ~~and~~all ~~trading~~possible ofenvironmental ~~securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex~~risks. ~~Accordingly, shareholders may have difficulty reselling any of the shares.~~

~~Our~~Any ~~stock~~change isto agovernment ~~penny~~regulation/administrative ~~stock.~~practices ~~Trading of our stock~~ may behave ~~restricted~~a bynegative ~~the~~impact ~~Securities~~on ~~and~~our ~~Exchange Commission's penny stock regulations which may limit a stockholder's~~ ability to ~~buy~~operate and ~~sell~~ our ~~stock~~profitability.

~~Our stock is a penny stock.~~ The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per sharelaws, ~~subject to certain exceptions. Our securities are covered by the penny stock rules~~regulations, ~~which~~policies impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or ~~individuals~~current ~~with~~administrative apractices ~~net worth in excess~~ of ~~$1,000,000~~any orgovernment ~~annual income exceeding $200~~body,~~000~~ organization or ~~$300,000~~regulatory ~~jointly~~agency ~~with their spouse. The penny stock rules require a broker-dealer, prior to a transaction~~ in ~~a penny stock not otherwise exempt from~~ the ~~rules,~~United to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stockStates, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotationsCanada, ~~and~~or ~~the~~any ~~broker-dealer~~other ~~and salesperson compensation information~~jurisdiction, ~~must~~may be ~~given~~changed, toapplied ~~the customer orally~~ or ininterpreted ~~writing prior to effecting the transaction and must be given to the customer~~ in ~~writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to~~ a ~~transaction~~manner inwhich awill ~~penny~~fundamentally ~~stock~~alter ~~not otherwise exempt from these rules,~~ the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of ~~broker-dealers to trade~~ our ~~securities.~~company Weto ~~believe~~carry ~~that~~on ~~the penny stock rules discourage investor interest in and limit the marketability of~~ our ~~common stock~~business.

The ~~Financial~~actions, ~~Industry~~policies ~~Regulatory~~or ~~Authority~~regulations, or ~~FINRA~~changes thereto, ~~has~~of ~~adopted~~any ~~sales~~government ~~practice~~body ~~requirements~~or ~~which~~regulatory agency, or other special interest groups, may ~~also~~have ~~limit~~a detrimental effect on us. Any or all of these situations may have a ~~stockholder's~~negative impact on our ability to ~~buy~~operate and/or ~~sell~~ our ~~stock~~profitably.

InBecause ~~addition~~we tocan ~~the~~issue ~~"penny~~additional ~~stock" rules described above~~shares, ~~FINRA~~purchasers has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our ~~common~~shares ~~stock, which~~ may ~~limit~~incur ~~your~~immediate ~~ability~~dilution ~~to buy~~ and ~~sell~~may ~~our~~experience ~~stock~~further ~~and have an adverse effect on the market for our shares~~dilution.

We ~~believe~~are ~~that~~authorized to issue up to 500,000,000 shares. The board of directors of our ~~operations~~company ~~comply~~has the authority to cause us to issue additional shares, inand ~~all~~to ~~material~~determine ~~respects~~the rights, ~~with~~preferences ~~all~~and ~~applicable~~privileges ~~environmental~~of ~~regulations~~such shares, without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our company in the future.

Our ~~operating~~by-laws ~~partners~~contain ~~maintain~~provisions ~~insurance~~indemnifying ~~coverage~~our ~~customary~~officers toand ~~the~~directors ~~industry;~~against ~~however~~all costs, wecharges ~~are~~and ~~not~~expenses ~~fully~~incurred ~~insured~~by ~~against all possible environmental risks~~them.

~~Any~~Our ~~change~~by-laws contain provisions with respect to ~~government~~the ~~regulation/administrative~~indemnification ~~practices~~of ~~may~~our ~~have~~officers aand ~~negative~~directors ~~impact~~against onall ~~our~~costs, ~~ability~~charges and expenses, including an amount paid to ~~operate~~settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our ~~profitability~~directors or officers.

~~The~~Investors' ~~laws,~~interests ~~regulations,~~in ~~policies~~our orcompany ~~current~~will ~~administrative~~be ~~practices~~diluted ofand ~~any~~investors ~~government~~may ~~body,~~suffer ~~organization~~dilution ~~or regulatory agency~~ in ~~the~~their ~~United~~net ~~States,~~book ~~Canada,~~value orper ~~any~~share ~~other~~if ~~jurisdiction,~~we ~~may~~issue beadditional ~~changed,~~shares ~~applied~~ or ~~interpreted~~raise infunds athrough ~~manner which will fundamentally alter~~ the ~~ability~~sale of ~~our~~equity ~~company to carry on our business~~securities.

~~The~~Our ~~actions,~~constating ~~policies~~documents orauthorize ~~regulations,~~the orissuance ~~changes~~of ~~thereto~~500,000,000 shares of common stock with a par value of $0.001. In the event that we are required to issue any ~~government~~additional ~~body~~shares or ~~regulatory~~enter ~~agency,~~into orprivate ~~other~~placements ~~special~~to ~~interest~~raise ~~groups~~financing through the sale of equity securities, investors" interests in our company will be diluted and investors may ~~have~~suffer adilution ~~detrimental~~in ~~effect~~their net book value per share depending on usthe price at which such securities are sold. ~~Any~~If orwe ~~all~~issue ofany ~~these~~such ~~situations~~additional ~~may~~shares, ~~have~~such aissuances ~~negative~~also ~~impact~~will oncause ~~our~~a ~~ability~~reduction toin ~~operate~~the proportionate ownership and~~/or~~ voting power of all other shareholders. Further, any such issuance may result in a change in our ~~profitably~~control.

~~Because~~Our weby-laws ~~can~~do ~~issue~~not ~~additional~~contain ~~shares~~anti-takeover provisions, ~~purchasers~~which could result in a change of our ~~shares~~management ~~may~~and ~~incur~~directors ~~immediate~~if ~~dilution~~there ~~and~~is ~~may~~a ~~experience~~take-over ~~further~~of ~~dilution~~our company.

We ~~are~~do ~~authorized~~not tocurrently ~~issue~~have upa toshareholder ~~500,000,000~~rights ~~shares.~~plan ~~The~~or ~~board~~any ofanti-takeover ~~directors~~provisions ofin our ~~company~~By-laws. ~~has~~Without ~~the~~any ~~authority~~anti-takeover ~~to cause us to issue additional shares~~provisions, ~~and~~there tois ~~determine~~no ~~the~~deterrent ~~rights,~~for ~~preferences~~a ~~and~~take-over ~~privileges~~ of ~~such shares, without consent of any of~~ our ~~stockholders. Consequently~~company, ~~our~~which ~~stockholders~~ may ~~experience~~result ~~more dilution~~ in ~~their~~a ~~ownership~~change ofin our ~~company~~management inand ~~the future~~directors.

~~Our~~As ~~by-laws~~a ~~contain~~result ~~provisions~~of ~~indemnifying~~a majority of our ~~officers~~directors and ~~directors~~officers ~~against~~are ~~all~~residents ~~costs~~of other countries other than the United States, ~~charges~~investors ~~and~~may ~~expenses~~find ~~incurred~~it bydifficult ~~them~~to enforce, within the United States, any judgments obtained against our company or our directors and officers.

~~Our~~Other ~~by-laws~~than ~~contain~~our ~~provisions~~operations ~~with~~office ~~respect~~in toKelowna, British Columbia, we do not currently maintain a permanent place of business within the ~~indemnification~~United States. In addition, a majority of our directors and officers are nationals and/or ~~directors~~residents ~~against~~of ~~all~~countries ~~costs,~~other ~~charges~~than ~~and~~the ~~expenses~~United States, ~~including~~and anall ~~amount~~or ~~paid~~a tosubstantial ~~settle~~portion anof ~~action~~such orpersons" ~~satisfy~~assets aare ~~judgment,~~located ~~actually~~outside ~~and~~the ~~reasonably~~United ~~incurred~~States. byAs ~~him~~a result, ~~including~~it anmay ~~amount~~be ~~paid~~difficult for investors to ~~settle~~enforce anwithin ~~action~~the orUnited ~~satisfy~~States aany ~~judgment~~judgments inobtained aagainst ~~civil,~~our ~~criminal~~company or ~~administrative~~our ~~action~~officers or ~~proceeding~~directors, toincluding ~~which~~judgments hepredicated isupon ~~made~~the acivil ~~party~~liability byprovisions ~~reason~~ of ~~his~~the ~~being~~securities orlaws ~~having~~of ~~been~~the ~~one~~United ofStates ~~our~~or ~~directors~~any orstate ~~officers~~thereof.

~~Investors'~~Trends, ~~interests~~risks ~~in our company will be diluted~~ and ~~investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities~~uncertainties.

~~Our~~We ~~constating~~have ~~documents~~sought ~~authorize~~to identify what we believe to be the ~~issuance~~most ofsignificant ~~500~~risks to our business,~~000,000~~ ~~shares~~but ofwe ~~common~~cannot ~~stock~~predict ~~with~~whether, aor ~~par~~to ~~value~~what extent, any of ~~$0.001.~~such Inrisks ~~the~~may ~~event~~be realized nor can we guarantee that we ~~are~~have ~~required~~identified toall ~~issue~~possible ~~any~~risks ~~additional~~that ~~shares~~might orarise ~~enter~~such ~~into~~as ~~private~~a ~~placements~~black toswan ~~raise~~event. ~~financing~~An ~~through~~absolute worst case scenario with sufficient potential impact to risk the ~~sale~~future of ~~equity~~the ~~securities,~~company ~~investors"~~as ~~interests~~an independent business operating in ~~our~~its ~~company~~chosen ~~will~~markets. beSignificant ~~diluted~~reputational ~~and~~impact ~~investors~~as ~~may~~a ~~suffer~~result ~~dilution~~of a major issue resulting in ~~their~~multiple ~~net~~fatalities, ~~book~~possibly ~~value~~compounded ~~per~~by ~~share~~apparently ~~depending~~negligent onmanagement ~~the~~behavior; ~~price~~extreme atadverse ~~which~~press ~~such~~coverage ~~securities~~and ~~are~~viral ~~sold.~~social Ifmedia welinking ~~issue~~the ~~any~~Company ~~such~~name ~~additional~~to ~~shares~~consumer brands, ~~such~~leads ~~issuances~~to ~~also~~a ~~will~~catastrophic ~~cause~~share aprice ~~reduction~~fall, invery ~~the~~significant ~~proportionate~~loss ~~ownership~~of consumer confidence and ~~voting~~inability ~~power~~to ofretain ~~all~~and ~~other~~recruit ~~shareholders~~quality people. ~~Further,~~Investors ~~any~~should carefully consider all of such ~~issuance~~risk ~~may~~factors ~~result~~before inmaking aan ~~change~~investment indecision with respect to our ~~control~~common shares.

~~Our~~Item ~~by-laws~~2. doUnregistered ~~not~~Sales ~~contain anti-takeover provisions, which could result in a change~~ of ~~our~~Equity ~~management~~Securities and ~~directors~~Use ~~if there is a take-over~~ of ~~our company.~~Proceeds

~~We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws~~None. ~~Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.~~

AsItem a3. Defaults ~~result~~Upon ofSenior a majority of our directors and officers are residents of other countries other than the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our company or our directors and officers.Securities

~~Other than our operations office in Kelowna, British Columbia, we do not currently maintain a permanent place of business within the United States~~None. In addition, a majority of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons" assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

~~Trends,~~Item ~~risks~~4. Submission ~~and~~of ~~uncertainties.~~Matters to a Vote of Securities Holders

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise such as a black swan eventNone. An absolute worst case scenario with sufficient potential impact to risk the future of the company as an independent business operating in its chosen markets. Significant reputational impact as a result of a major issue resulting in multiple fatalities, possibly compounded by apparently negligent management behavior; extreme adverse press coverage and viral social media linking the Company name to consumer brands, leads to a catastrophic share price fall, very significant loss of consumer confidence and inability to retain and recruit quality people. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common shares.

Item 25. Other ~~Unregistered Sales of Equity Securities and Use of Proceeds~~Information

~~None~~Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.

Item 36. ~~Defaults Upon Senior Securities~~ Exhibits

None.

Exhibit Number	Description

(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation of Enertopia Corp. dated November 22, 2004 (incorporated by reference to our Registration Statement on Form SB-2 filed January 10, 2006 as Exhibit 3.1).
3.2	Certificate of Amendment filed with the Nevada Secretary of State on February 22, 2010 (incorporated by reference to Exhibit 3.02 of our Current Report on Form 8-K filed March 4, 2010).
3.3	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed December 18, 2009).
10.1	Agreement dated December 14, 2020 with Al Rich (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 15, 2020).
10.2	Consulting Agreement dated December 6, 2021 with Terry Galyon.
10.3	Hydrogen Asset Purchase Agreement dated December 6, 2021
10.4	Asset Purchase Agreement dated December 17, 2021 with Paul Sandler and Mark Snyder dated December 17, 2021.
10.5	Asset Sale Agreement with Cypress Development Corp dated February 23, 2022 (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K filed February 28, 2022).
10.6	Consulting Agreement with Mr. Robert McAllister dated May 1, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 4, 2022).
10.7	Consulting Agreement with Mr. Allan Spissinger dated August 16, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed August 19, 2022).
14.1	Code of Ethics (incorporated by reference by from our annual report on Form 10-KSB filed on November 29, 2007).
31.1	Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Executive Officer
31.2	Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Financial Officer and Principal Accounting Officer
32.1	Section 1350 Certification - Principal Executive Officer
32.2	Section 1350 Certification - Principal Financial Officer and Principal Accounting Officer
101.INS	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~Item 4. Submission of Matters to a Vote of Securities Holders~~SIGNATURES

~~None~~Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Item 5. Other Information

ENERTOPIA CORP.

By:	/s/ " Robert McAllister "
	Robert McAllister,
	President (Principal Executive Officer)
	January 12, 2026

Due to the implementation of British Columbia Instrument 51-509 on September 30, 2008 by the British Columbia Securities Commission, we have been deemed to be a British Columbia based reporting issuer. As such, we are required to file certain information and documents at www.sedar.com.

By:	/s/ "Allan Spissinger"
	Allan Spissinger CPA, CA
	Chief Financial Officer
	January 12, 2026

Item 6. Exhibits

ExhibitNumber	Description
(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation of Enertopia Corp. dated November 22, 2004 (incorporated by reference to our Registration Statement on Form SB-2 filed January 10, 2006 as Exhibit 3.1).
3.2	Certificate of Amendment filed with the Nevada Secretary of State on February 22, 2010 (incorporated by reference to Exhibit 3.02 of our Current Report on Form 8-K filed March 4, 2010).
3.3	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed December 18, 2009).
10.1	Agreement dated December 14, 2020 with Al Rich (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed December 15, 2020).
10.2	Consulting Agreement dated December 6, 2021 with Terry Galyon.
10.3	Hydrogen Asset Purchase Agreement dated December 6, 2021
10.4	Asset Purchase Agreement dated December 17, 2021 with Paul Sandler and Mark Snyder dated December 17, 2021.
10.5	Asset Sale Agreement with Cypress Development Corp dated February 23, 2022 (incorporated by reference to Exhibit 10.1 our Current Report on Form 8-K filed February 28, 2022).
10.6	Consulting Agreement with Mr. Robert McAllister dated May 1, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed May 4, 2022).
10.7	Consulting Agreement with Mr. Allan Spissinger dated August 16, 2022 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed August 19, 2022).
14.1	Code of Ethics (incorporated by reference by from our annual report on Form 10-KSB filed on November 29, 2007).
31.1	Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Executive Officer
31.2	Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications - Principal Financial Officer and Principal Accounting Officer
32.1	Section 1350 Certification - Principal Executive Officer
32.2	Section 1350 Certification - Principal Financial Officer and Principal Accounting Officer
101.INS	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENERTOPIA CORP.
By:	/s/ " Robert McAllister "
	Robert McAllister,
	President (Principal Executive Officer)
	July 14, 2025

By:	/s/ "Allan Spissinger"
	Allan Spissinger CPA, CA
	Chief Financial Officer
	July 14, 2025

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