News-
Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial State
Item 3.02 Unregistered Sales of Equity Securities
On February 13, 2014, Enertopia closed the final tranche of a private placement by issuing 12,938,000 units at a price of US$0.10 per unit for gross proceeds of US$1,293,800. Each Unit consists of one common share of the Company and one half (1/2) of one non-transferable Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable into one further Share (a "Warrant Share") at a price of US$0.15 per Warrant Share for a period of twenty four (24) months following closing.
One Director and One Officer of the Company participated in the final tranche for $30,000.
The Warrants are subject to an early acceleration provision pursuant to which, in the event that the Company's common shares at any time after 4 months and 1 day have elapsed from the closing of the Offering, as listed on a Principal Canadian Market - currently the Canadian Securities Exchange with symbol TOP, has been at or above CDN$0.30 for a period of 20 consecutive trading days, the Company may, within five (5) days thereafter issue to the Subscribers a written notice advising of the accelerated expiry of the Warrants. Such written notice shall identify in reasonable detail the particulars of the acceleration event and identify the date (the "Warrant Accelerated Expiry Date") set for accelerated expiry, which in no event shall be less than 30 days after the mailing date of the written notice. For greater certainty, all Warrants shall expire and be of no further force or effect as of 4:30 pm (Pacific Time) on the Warrant Accelerated Expiry Date.
A cash finders' fee for $98,784; 8,000 common shares in lieu of $800 finders' fee and 995,840 full broker warrants that expire on February 13, 2016 with an exercise price of $0.15 was paid to Canaccord Genuity, Global Market Development LLC and Wolverton Securities.
On February 13, 2014, 100,000 stock options have been exercised by a Director and Consultant for net proceeds to the Company of CAD$7,050 (US$6,750).
On February 13, 2014, 541,500 warrants from previous private placements were exercised into 541,500 common shares of the Company for net proceeds of US$101,100.
Proceeds of the private placement, options exercise and warrants exercise will be used for general working capital and for the acquisition into a private company for Medicinal Marijuana.
The Company issued the units seventy-five (75) non-US persons in an off-shore transaction pursuant to the exemption from registration provided for under Regulation S, promulgated under the United States Securities Act of 1933, as amended. Each of the subscribers represented that they were not a "US person" as such term is defined in Regulation S.
The securities referred to herein will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
