ENRT 10-K & 10-Q changes, risk factors and insider trading

Our operations are in the start-up or early stage only and are unproven. We may not be successful in implementing our business plan to become profitable. 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.

Our consolidated financial statements report no revenue for the years ended August 31, 2024,2025, and August 31, 2023.2024. Our consolidated financial statements report a net loss of $506,853 for the year ended August 31, 2025, compared to a net loss of $999,010 for the year ended August 31, 2024,2024. compared to aOur net loss ofhas $1,832,178decreased by $492,157 for the year ended August 31, 2023. Our net loss has decreased by $833,168 for the year ended August 31, 2024,2025, primarily due to the decrease in Other expenses and theConsulting completionfees, ofalong thewith drillingother programcost incontainment he prior year.measures. Our operating costs were lower by $558,952$151,892 for August 31, 2024,2025, compared to August 31, 2023,2024, primarily due to the reduced costs of our drilling program of $325,170 in the prior yearconsultants and generalour other cost containment efforts.measures. Other expense for the year ended August 31, 20242025 primarily consisted of realized losses and realized foreign exchange losses on the sale of marketable securities of $1,265,781$352,239 and $67,053,$17,133, offset by unrealized gains and unrealized foreign exchange losses on marketable securities of $1,003,760 and $6,596, respectively.$377,803.

Net cash used in operating activities was $665,810$407,005 for the year ended August 31, 20242025 compared with cash used in operating activities of $1,212,225$665,810 in 2023. The decrease in net cash used in operating activities is due to the overall decrease in costs as described above.2024.

Net cash provided in financing activities was $0$225,905 for the year ended August 31, 2024,2025, compared to $2,000$0 in the same period in 2023.2024 from the exercise of warrants and common stock issuance for cash.

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company had a working capital deficit of $16,098$210,100 as at August 31, 20242025 (2023compared -to $1,015,108).working capital of $16,097 as at August 31, 2024. As at August 31, 2024,2025, the Company has incurred cumulative losses of $15,524,969.$16,031,753. We require additional funds to maintain our existing operations and to acquire new business assets. These conditions raise substantial doubt about our Company's ability to continue as a going concern. Management's plans in this regard are to raise equity and debt financing as required, but there is no certainty that such financing will be available or that it will be available at acceptable terms. The outcome of these matters cannot be predicted at this time and the financing environment is exceptionally difficult.

The carrying values of theour mineral rights are assessed for impairment by management on a quarterly basis and as required whenever indicators of impairment exist. An impairment loss is recognized if it is determined that the carrying value is not recoverable and exceeds fair value.

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. FurtherOn informationJanuary can21, be2026, foundthe atCompany www.enertopia.com.reported the sale of the West Tonopah lithium project. The Company received $505,596 for the sale of mineral claims. The sale price included $5,596 as a recovery of BLM bond premiums included in exploration expenses, $11,000 for the remaining BLM claims paid included in prepaids and $478,500 gain on sale of the property.

On April 4, 2025 the Company announced the filing of provisional patent number 63/782/745 for the Scalable Automated Oxyhydrogen Production, Storage, and Utilization System. On April 6, 2026 the Company announced the filing of the Non provisional patent for the Automated Oxyhydrogen Production, Storage, and Utilization System.

We have incurred $309,946 in research and development expenditures over the last two fiscal years and $31,625$33,807 during the six-monthsnine-months ended FebruaryMay 28,31, 2026.

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended FebruaryMay 28,31, 2026, which are included herein.

Our operating results for the three-months ended FebruaryMay 28,31, 2026 and 2025, and the changes between those periods for the respective items are summarized as follows:

Our financial statements report no revenue for the three-months ended FebruaryMay 28,31, 2026 and 2025. Our financial statements report a net incomeloss of $389,032$64,738 for the three-month period ended FebruaryMay 28,31, 2026, compared to a net loss of $115,527$130,364 for the three-month period ended FebruaryMay 28,31, 2025. Our net incomeloss increaseddecreased by $504,559$65,626 for the three-month period ended FebruaryMay 28,31, 2026 primarily due to thecost salecontainment and completion of oursignificant propertyR&D resultingwork in athe gainprior on sale of $478,500.quarter. Our operating costs were lower by $29,961$60,448 for FebruaryMay 28,31, 2026, compared to FebruaryMay 28,31, 2025 primarily from cost containment measures offsetand byreduced professionalR&D fees.expenditures.

Our operating results for the six-monthsnine-months ended FebruaryMay 28,31, 2026 and 2025, and the changes between those periods for the respective items are summarized as follows:

Our financial statements report no revenue for the six-monthsnine-months ended FebruaryMay 28,31, 2026 and 2025. Our financial statements report a net income of $314,262$249,524 for the six-monthnine-month period ended FebruaryMay 28,31, 2026, compared to a net loss of $198,657$329,021 for the six-monthnine-month period ended FebruaryMay 28,31, 2025. Our net income increased by $512,919$578,545 for the six-monthnine-month period ended FebruaryMay 28,31, 2026 primarily due to the sale of our property resulting in a gain on sale of $478,500. Our operating costs were lower by $51,779$112,227 for FebruaryMay 28,31, 2026, compared to FebruaryMay 28,31, 2025 primarily from cost containment measures and completion of R&D work offset by professional fees and investor relations.

As at FebruaryMay 28,31, 2026, we had $299,250$283,070 in current liabilities, which is lower by $25,842$42,022 when compared to current liabilities as at August 31, 2025.

Net cash used in operating activities was $205,916$265,184 in the six-monthsnine-months ended FebruaryMay 28,31, 2026 compared with net cash used in operating activities of $218,599$282,534 in the same period in 2025.

Net cash provided by investing activities was $505,596 and $75,947 in the six-monthsnine-months ended FebruaryMay 28,31, 2026 and 2025, respectively.

During the six-monthsnine-months ended FebruaryMay 28,31, 2026 and 2025, the company did not have any financing activity.