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     <TITLE>Enertopia Corporation: Form S-8 - Filed by newsfilecorp.com</TITLE>
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  <P align=center><B><FONT size=5>UNITED STATES </FONT></B><BR><B><FONT
  size=5>SECURITIES AND EXCHANGE COMMISSION </FONT></B><BR>Washington, D.C. 20549
  <BR></P>
  <P align=center><B><FONT size=6><FONT size=5>FORM S-8 </FONT></FONT></B></P>
  <P align=center><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  </B></P>
  <P align=center><B><FONT size=5>ENERTOPIA CORPORATION</FONT></B><BR><I>(Exact
  name of registrant as specified in its charter) </I><BR></P>
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    <TR vAlign=top>
      <TD align=center><B>Nevada </B></TD>
      <TD align=center width="50%"><B>20-1970188 </B></TD></TR>
    <TR vAlign=top>
      <TD align=center><I>(State or other jurisdiction of incorporation or
      </I></TD>
      <TD align=center width="50%"><I>(I.R.S. Employer Identification No.)
      </I></TD></TR>
    <TR vAlign=top>
      <TD align=center><I>organization) </I></TD>
      <TD align=center width="50%"><I>&nbsp; </I></TD></TR></TABLE>
  <P align=center><B>#950 &#150; 1130 West Pender Street, </B><BR><B>Vancouver, British
  Columbia V6E 4A4, Canada </B><BR><B>Telephone: (604) 602-1633
  </B><BR><I>(Address of Principal Executive Offices) (Zip Code) </I><BR></P>
  <P align=center><B>2011 Stock Option Plan</B><B></B><BR><I>(Full title of the
  plan) </I><BR></P>
  <P align=center><B>Nevada Agency and Transfer Company </B><BR><B>50 West Liberty
  Street, Suite 880 </B><BR><B>Reno, Nevada 89501 </B><BR><B>Telephone: (775)
  322-5623 </B><BR><I>(Name and address of agent for service) </I><BR></P>
  <P align=center><B>(775) 322-5623 </B><BR><I>(Telephone number, including area
  code, of agent for service) </I><BR></P>
  <P align=center>Copies of all communications to: </P>
  <P align=center><B>W.L. Macdonald Law Corporation </B><BR><B>Attention: William
  L. Macdonald </B><BR><B>Suite 400 &#150; 570 Granville Street </B><BR><B>Vancouver,
  British Columbia V6C 3P1, Canada </B><BR><B>Telephone: (604) 689-1022
  </B><BR><B>Facsimile: (604) 681-4760 </B><BR></P>
  <P align=justify>Indicate by check mark whether the registrant is a large
  accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
  reporting company. See the definitions of &#147;large accelerated filer,&#148;
  &#147;accelerated filer&#148; and smaller reporting company&#148; in Rule 12b-2 of the Exchange
  Act. </P>
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      <TD width="5%" >&nbsp;</TD>
      <TD align=left>Large accelerated filer [ ] </TD>
      <TD align=left width="47%">&nbsp; </TD>
      <TD align=left width="33%">Accelerated filer [ ] </TD></TR>
    <TR vAlign=top>
      <TD width="5%">&nbsp;</TD>
      <TD align=left>Non-accelerated filer [ ] </TD>
      <TD align=left width="47%">(Do not check if a smaller reporting company)
      </TD>
      <TD align=left width="33%">Smaller reporting company [X]
  </TD></TR></TABLE></DIV><BR>
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      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        colSpan=12><B>CALCULATION OF REGISTRATION FEE</B> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
      width="2%">&nbsp;</TD></TR>
    <TR>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%">&nbsp; </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%">&nbsp; </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%">&nbsp; </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%">&nbsp; </TD>
      <TD align=center width="2%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%">&nbsp; </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>Proposed</B> </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>Proposed</B> </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%">&nbsp; </TD>
      <TD align=center width="2%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=center>&nbsp; </TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%">&nbsp; </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>maximum</B> </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>maximum</B> </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>Amount of</B> </TD>
      <TD align=center width="2%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=center><B>Title of securities to</B> </TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>Amount to be</B> </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>offering</B> </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>aggregate</B> </TD>
      <TD align=center width="2%">&nbsp;</TD>
      <TD align=center width="1%">&nbsp;</TD>
      <TD align=center width="17%"><B>registration</B> </TD>
      <TD align=center width="2%">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=center style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><B>be registered</B> </TD>
      <TD align=center width="1%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">&nbsp;</TD>
      <TD align=center width="17%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><B>registered</B><SUP>(1)</SUP> </TD>
      <TD align=center width="2%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"></TD>
      <TD align=center width="1%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">&nbsp;</TD>
      <TD align=center width="17%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><B>price per share</B><SUP>(4),(5)</SUP></TD>
      <TD align=center width="2%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">&nbsp;</TD>
      <TD align=center width="1%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">&nbsp;</TD>
      <TD align=center width="17%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><B>offering price</B><SUP>(4),(5)</SUP> </TD>
      <TD align=center width="2%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"></TD>
      <TD align=center width="1%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000">&nbsp;</TD>
      <TD align=center width="17%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"><B>fee</B><SUP>(5)</SUP> </TD>
      <TD align=center width="2%" style="border-bottom-style: solid; border-bottom-width: 1" bordercolor="#000000"></TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left
        bgColor=#e6efff bordercolor="#000000">Common Stock </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="1%"
      bgColor=#e6efff bordercolor="#000000">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=center width="17%"
      bgColor=#e6efff bordercolor="#000000">4,720,348<SUP>(2)(3)</SUP> </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="2%"
      bgColor=#e6efff bordercolor="#000000">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="1%"
      bgColor=#e6efff bordercolor="#000000">$</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=center width="17%"
      bgColor=#e6efff bordercolor="#000000">0.27 </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="2%"
      bgColor=#e6efff bordercolor="#000000">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="1%"
      bgColor=#e6efff bordercolor="#000000">$</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=center width="17%"
      bgColor=#e6efff bordercolor="#000000">1,274,493.96 </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="2%"
      bgColor=#e6efff bordercolor="#000000">&nbsp;</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="1%"
      bgColor=#e6efff bordercolor="#000000">$</TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=center width="17%"
      bgColor=#e6efff bordercolor="#000000"><B>147.97</B> </TD>
      <TD style="BORDER-BOTTOM: 1px solid #000000; ; border-top-style:solid; border-top-width:1" align=left width="2%"
      bgColor=#e6efff bordercolor="#000000">&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bordercolor="#000000"><B>Total</B> </TD>
      <TD align=left width="1%" bordercolor="#000000">&nbsp;</TD>
      <TD align=center width="17%" bordercolor="#000000">4,720,348 </TD>
      <TD align=left width="2%" bordercolor="#000000">&nbsp;</TD>
      <TD align=left width="1%" bordercolor="#000000">$</TD>
      <TD align=center width="17%" bordercolor="#000000">0.27 </TD>
      <TD align=left width="2%" bordercolor="#000000">&nbsp;</TD>
      <TD align=left width="1%" bordercolor="#000000">$</TD>
      <TD align=center width="17%" bordercolor="#000000">1,274,493.96 </TD>
      <TD align=left width="2%" bordercolor="#000000">&nbsp;</TD>
      <TD align=left width="1%" bordercolor="#000000">$</TD>
      <TD align=center width="17%" bordercolor="#000000"><B>147.97</B> </TD>
      <TD align=left width="2%" bordercolor="#000000">&nbsp;</TD></TR></TABLE><BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%"><SUP>(1) </SUP></TD>
      <TD>
        <P align=justify>An indeterminate number of additional shares of common
        stock shall be issuable pursuant to Rule 416 under the Securities Act of
        1933 to prevent dilution resulting from stock splits, stock dividends or
        similar transactions and in such an event the number of shares registered
        shall automatically be increased to cover the additional shares in
        accordance with Rule 416.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(2) </SUP></TD>
      <TD>
        <P align=justify>Consists of up to 4,720,348 shares of our common stock
        issued or issuable pursuant to our 2011 stock option plan. Our 2011 stock
        option plan provides for the grant of stock options to acquire a maximum
        of 4,720,348 shares of our common stock. All of the shares issued or
        issuable under our 2011 stock option plan are being registered under this
        registration statement on Form S-8.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(3) </SUP></TD>
      <TD>
        <P align=justify>Effective April 14, 2011, our stockholders approved the
        consolidation of our 2008 Stock Option Plan and our 2010 Equity
        Compensation Plan into one plan referred to as the 2011 Stock Option Plan.
        At such time our stockholders also approved the terms of the 2011 Stock
        Option Plan.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(4) </SUP></TD>
      <TD>
        <P align=justify>Estimated in accordance with Rule 457(h) under the
        Securities Act of 1933 solely for the purpose of computing the amount of
        the registration fee.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(5) </SUP></TD>
      <TD>
        <P align=justify>Based on the average of the last reported bid and ask
        price per share ($0.27 bid; $0.27 ask) for the registrant&#146;s common stock
        on June 24, 2011, as reported by Yahoo Finance.</P></TD></TR></TABLE>
  <P align=justify><B>EXPLANATORY NOTE</B> </P>
  <P align=justify>We prepared this registration statement in accordance with the
  requirements of Form S-8 under the Securities Act of 1933, to register an
  aggregate of 4,720,348 shares of our common stock that are issued or issuable
  pursuant to stock options granted and to be granted under our 2011 stock option
  plan. The purpose of our 2011 stock option plan is to furnish directors,
  officers, consultants, and employees with an opportunity to invest in our
  company in a simple and cost effective manner and to better aligning the
  interests of our directors, officers, consultants, and employees with those of
  our company and our shareholders through the ownership of common shares of our
  company. </P>
  <P align=justify>Under cover of this registration statement on Form S-8 is our
  reoffer prospectus prepared in accordance with Part I of Form S-3 under the
  Securities Act of 1933 (in accordance with Section C of the General Instructions
  to Form S-8). The reoffer prospectus may be used for reoffers and resales of up
  to an aggregate of 3,260,000<B> </B>&#147;restricted securities&#148; and/or &#147;control
  securities&#148; (as such terms are defined in Form S-8) issued or issuable upon
  exercise of the stock options granted pursuant to our 2011 stock option plan on
  a continuous or delayed basis in the future. </P>
  <P align=center>2</P>
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  <P align=center><B>Part I</B> </P>
  <P align=center><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B> </P>
  <P align=justify><B>Item 1. Plan Information.*</B> </P>
  <P align=justify><B>Item 2. Registrant Information and Employee Plan Annual
  Information.*</B> </P>
  <P align=justify>* The document(s) containing the information specified in Part
  I of Form S-8 will be sent or given to participants in our 2011 stock option
  plan as specified by Rule 428(b)(1) under the Securities Act of 1933. Such
  documents are not being filed with the Securities and Exchange Commission, but
  constitute, along with the documents incorporated by reference into this
  registration statement, a prospectus that meets the requirements of Section
  10(a) of the Securities Act of 1933. </P>
  <P align=center>3</P>
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  <P align=justify><B>Reoffer Prospectus</B> </P>
  <P align=center><B>3,260,000 </B></P>
  <P align=center><B>Enertopia Corporation</B> </P>
  <P align=center><B>Common Stock</B></P>
  <P align=center>_________________________________ </P>
  <P align=justify>The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 3,260,000 of our common stock issued or issuable upon
  exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2011 stock option plan. </P>
  <P align=justify>The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices. </P>
  <P align=justify>The selling stockholders and any brokers executing selling
  orders on their behalf may be deemed to be &#147;underwriters&#148; within the meaning of
  the Securities Act of 1933, in which event commissions received by such brokers
  may be deemed to be underwriting commissions under the Securities Act of 1933.
  </P>
  <P align=justify>We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. We will pay for
  expenses of this offering, except that the selling stockholders will pay any
  broker discounts or commissions or equivalent expenses and expenses of their
  legal counsel applicable to the sale of their shares. </P>
  <P align=justify>Our common stock is quoted on the Financial Industry Regulatory
  Authority&#146;s OTC Bulletin Board under the symbol &#147;ENRT&#148; and on the Canadian
  National Stock Exchange under the symbol &#147;TOP&#148;. On June 24, 2011, the closing
  price of our common stock on the OTC Bulletin Board was $0<B>.</B>27 per share
  and on the Canadian National Stock Exchange was $0.23. </P>
  <P align=center>_________________________________ </P>
  <P align=justify><B>Investing in our common stock involves risks. See &#147;Risk
  Factors&#148; beginning on page 7.</B> </P>
  <P align=center>_________________________________ </P>
  <P align=justify><B>Neither the Securities and Exchange Commission nor any state
  securities commission has approved or disapproved of these securities or
  determined if this prospectus is truthful or complete. Any representation to the
  contrary is a criminal offense.</B> </P>
  <P align=center>_________________________________ </P>
  <P align=center>The date of this reoffer prospectus is June 28, 2011. </P>
  <P align=center>4</P>
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  <P align=center><B>Table of Contents</B> </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR>
      <TD align=left  bgColor=#ffffff>&nbsp;</TD>
      <TD align=center width="15%"  bgColor=#ffffff>&nbsp;<B>Page
        Number</B></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><A href="#page_6"><U><FONT
        color=#0000ff>Prospectus Summary</FONT></U> </A></TD>
      <TD align=center width="15%" bgColor=#eeeeee><A href="#page_6"><U><FONT
        color=#0000ff>6</FONT></U> </A></TD></TR>
    <TR vAlign=top>
      <TD align=left><A href="#page_7"><U><FONT color=#0000ff>Risk
        Factors</FONT></U> </A></TD>
      <TD align=center width="15%"><A href="#page_7"><U><FONT
        color=#0000ff>7</FONT></U> </A></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee>&nbsp; &nbsp;<a href="#page_8"><U><FONT
        color=#0000ff>Risks Associated With Mining</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><u><a href="#page_8">
      <font color="#0000FF">8</font></a></u></TD></TR>
    <TR vAlign=top>
      <TD align=left>&nbsp; &nbsp;<A href="#page_9"><U><FONT color=#0000ff>Risks
        Associated with Renewable Energy</FONT></U> </A></TD>
      <TD align=center width="15%"><A href="#page_9"><U><FONT
        color=#0000ff>9</FONT></U> </A></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee>&nbsp; &nbsp;<a href="#page_12"><U><FONT
        color=#0000ff>Risks Associated with Our Company</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><a href="#page_12"><U><FONT
        color=#0000ff>12</FONT></U> </a></TD></TR>
    <TR vAlign=top>
      <TD align=left>&nbsp; &nbsp;<a href="#page_12"><U><FONT
        color=#0000ff>Risks Associated with Our Common Stock</FONT></U> </a></TD>
      <TD align=center width="15%"><a href="#page_12"><U><FONT
        color=#0000ff>12</FONT></U> </a></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="#page_13"><U><FONT
        color=#0000ff>Forward-Looking Statements</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><a href="#page_13"><U><FONT
        color=#0000ff>13</FONT></U> </a></TD></TR>
    <TR vAlign=top>
      <TD align=left><a href="#page_14"><U><FONT color=#0000ff>The
        Offering</FONT></U> </a></TD>
      <TD align=center width="15%"><U><a href="#page_14"><FONT
        color=#0000ff>14</FONT></a></U></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="#page_14"><U><FONT
        color=#0000ff>Use of Proceeds</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><a href="#page_14"><U><FONT
        color=#0000ff>14</FONT></U> </a></TD></TR>
    <TR vAlign=top>
      <TD align=left><a href="#page_14"><U><FONT color=#0000ff>Determination of
        Offering Price</FONT></U> </a></TD>
      <TD align=center width="15%"><a href="#page_14"><U><FONT
        color=#0000ff>14</FONT></U> </a></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="#page_14"><U><FONT
        color=#0000ff>Selling Stockholders</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><a href="#page_14"><U><FONT
        color=#0000ff>14</FONT></U> </a></TD></TR>
    <TR vAlign=top>
      <TD align=left><a href="#page_16"><U><FONT color=#0000ff>Plan of
        Distribution</FONT></U> </a></TD>
      <TD align=center width="15%"><a href="#page_16"><U><FONT
        color=#0000ff>16</FONT></U> </a></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="#page_18"><U><FONT
        color=#0000ff>Experts and Counsel</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><a href="#page_18"><FONT
        color=#0000ff>18</FONT></a></U></TD></TR>
    <TR vAlign=top>
      <TD align=left><a href="#page_18"><U><FONT color=#0000ff>Interest of Named
        Experts and Counsel</FONT></U> </a></TD>
      <TD align=center width="15%"><U><a href="#page_18"><FONT
        color=#0000ff>18</FONT></a></U></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="#page_18"><U><FONT
        color=#0000ff>Material Changes</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><a href="#page_18"><FONT
        color=#0000ff>18</FONT></a></U></TD></TR>
    <TR vAlign=top>
      <TD align=left><a href="#page_18"><U><FONT color=#0000ff>Incorporation of
        Certain Information by Reference</FONT></U> </a></TD>
      <TD align=center width="15%"><U><a href="#page_18"><FONT
        color=#0000ff>18</FONT></a></U></TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee><a href="#page_20"><U><FONT
        color=#0000ff>Where You Can Find More Information</FONT></U> </a></TD>
      <TD align=center width="15%" bgColor=#eeeeee><U><a href="#page_20"><FONT
        color=#0000ff>19</FONT></a></U></TD></TR></TABLE>
  <P align=center>5<BR>
  </P>
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  <P align=justify>In this reoffer prospectus, unless otherwise specified, all
  dollar amounts are expressed in United States dollars and all references to
  &#147;common shares&#148; refer to the common shares in our capital stock. As used in this
  reoffer prospectus, unless otherwise specified, the terms &#147;we&#148;, &#147;us&#148;, &#147;our&#148; mean
  Enertopia Corporation, a Nevada corporation and/or our wholly-owned
  subsidiaries, where applicable. </P>
  <P align=center><B>Prospectus Summary</B> </P>
  <P align=justify><B>Our Business</B> </P>
  <P align=justify>We are a development/exploration stage company that has not yet
  generated or realized significant revenues from our business operations. To
  date, we have only generated nominal revenues from our renewable energy
  operations and our previously owned oil and gas assets.</P>
  <P align=justify>We currently have two business divisions: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%"  >&nbsp;</TD>
      <TD vAlign=top width="5%">1. </TD>
      <TD>
        <P align=justify>our mineral property exploration division is focused on
        natural resource acquisitions and exploration; and</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">2. </TD>
      <TD>
        <P align=justify>our renewable energy division is pursuing business
        opportunities in several cleantech sectors, including: Solar PV
        (Photovoltaic), Solar Thermal (Hot Water), Energy Retrofits and Recovery,
        and Solar powered Filtered Drinking Water.</P></TD></TR></TABLE>
  <P align=justify><I>Mineral Property Exploration and Acquisition Division
  </I></P>
  <P align=justify>We currently hold an interest in a mineral property known as
  the Copper Hills property located in the State of New Mexico, USA. A brief
  description of the option agreement follows. </P>
  <P align=justify>On January 31, 2011, we entered into a letter of intent with
  Wildhorse Copper Inc. and its wholly owned subsidiary Wildhorse Copper (AZ) Inc.
  (collectively, the &#147;Optionors&#148;) and paid a US$7,500 deposit to the Optionors. On
  April 11, 2011, we entered into a Mineral Purchase Option Agreement with the
  Optionors respecting an option to earn a 100% interest, subject to a 1% NSR
  capped to a maximum of $2,000,000 on one claim, in a property known as the
  Copper Hills property. The Copper Hills property is comprised of 56 located
  mining claims covering a total of 1,150 acres located in New Mexico, USA. The
  Optionors hold the Copper Hills property directly and indirectly through
  property purchase agreements between the Optionors and third parties. Pursuant
  to the mineral purchase option agreement, the Optionors have assigned the
  indirect agreements to our company. In order to earn the interest in the Copper
  Hills property, we are required to make aggregate cash payments of $591,650 over
  an eight year period and issue an aggregate of 1,000,000 shares of our common
  stock over a three year period. On April 11, 2011, we made aggregate cash
  payments of $54,150 and issued 500,000 shares to the Optionors.</P>
  <P align=justify>We have not determined whether our property contains any
  mineral reserve. A mineral reserve is defined by the Securities and Exchange
  Commission in its Industry Guide 7 (which can be viewed over the Internet at
  <U>http://www.sec.gov/about/forms/industryguides.pdf</U>) as that part of a
  mineral deposit which could be economically and legally extracted or produced at
  the time of the reserve determination. </P>
  <P align=justify>We have not begun significant operations and are considered an
  exploration stage company, as that term is defined in Industry Guide 7. </P>
  <P align=justify><I>Renewable Energy Division </I></P>
  <P align=justify>We currently hold minority equity investments in Pro Eco Energy
  USA Ltd. and Global Solar Water Power Systems Inc. </P>
  <P align=center>6</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_7></A>
  <P align=justify>Pro Eco Energy USA Ltd., a clean technology energy company
  involved in designing, developing and installing solar energy solutions for
  commercial and residential customers. </P>
  <P align=justify>One of Global Solar Water Power Systems Inc.&#146;s business lines
  is the business of developing and manufacturing a portable solar powered trailer
  mounted water purification units that can be delivered and operated nearly
  anywhere in the world and can provide a village, resort, or remote work-camps
  with all their drinking water and domestic water requirements. </P>
  <P align=justify>We have generated nominal revenues from operations since our
  inception. Such revenues were derived from our renewable energy operations and
  our previously owned oil and gas assets. We incurred a net loss of $2,995,141
  during the year ended August 31, 2010 and a net loss of $451,549 during the
  six-month period ended February 28, 2011. From inception through February 28,
  2011, we have incurred a net loss of $4,670,163. We anticipate that we will
  continue to incur losses without generating any significant revenues from
  operations unless and until we are able to increase our clean energy operations
  or we are able to identify a mineral resource in a commercially exploitable
  quantity on our mineral property and build and operate a mine, and there can be
  no assurance that we will ever be able to do so. In their report on our
  financial statements for the year ended August 31, 2010, our independent
  auditors included an explanatory paragraph expressing concern about our ability
  to continue as a going concern. </P>
  <P align=justify>Our principal offices are located at Suite 950, 1130 West
  Pender Street, Vancouver, British Columbia V6E 4A4. Our telephone number is
  (604) 602-1633. </P>
  <P align=justify><B>The Offering</B> </P>
  <P align=justify>The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 3,260,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2011 stock option plan. </P>
  <P align=justify>The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices. </P>
  <P align=justify><B>Number of Shares Outstanding</B> </P>
  <P align=justify>There were 24,643,865 shares of our common stock issued and
  outstanding as at June 28, 2011. </P>
  <P align=justify><B>Use of Proceeds</B> </P>
  <P align=justify>We will not receive any proceeds from the sale of any shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. If we receive
  proceeds upon exercise of these stock options, we intend to use these proceeds
  for working capital and general corporate purposes. </P>
  <P align=center><B>Risk Factors</B> </P>
  <P align=justify>An investment in our common stock involves a number of very
  significant risks. You should carefully consider the following risks and
  uncertainties in addition to other information in this prospectus in evaluating
  our company and our business. Our business, operating results and financial
  condition could be seriously harmed as a result of the occurrence of any of the
  following risks. You could lose all or part of your investment due to any of
  these risks. You should invest in our common stock only if you can afford to
  lose your entire investment. </P>
  <P align=center>7</P>
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  <P align=justify><B>Risks Associated With Mining</B> </P>
  
  <P align="justify">
  <B><I>Our property is in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve on our property. Unless and until we can do so, we cannot earn any revenues from operations and if we do not do so we
  may lose all of the funds that we have spent on exploration. If we do not discover any mineral reserve, our business may fail.</I></B> </P>
  <P align="justify">
  Despite commencing exploration work on our mineral property, we have not established that it contains any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business may fail. </P>
  <P align="justify">
  A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at <U>http://www.sec.gov/about/forms/industryguides.pdf </U>) as that part of a mineral deposit which could be
  economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a &ldquo;reserve&rdquo; that meets the requirements of the Securities and Exchange Commission&rsquo;s
  Industry Guide 7 is extremely remote; in all probability none of our mineral resource properties contains any &lsquo;reserve&rsquo; and any funds that we spend on exploration will probably be lost. </P>
  <P align="justify">
  The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a
  smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable. </P>
  <P align="justify">
  <B><I>Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral
  resource. If we cannot exploit any mineral resource that we discover on our property, our business may fail.</I></B> </P>
  <P align="justify">
  Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development,
  mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or
  maintain any of the permits required for the continued exploration of our mineral property or for the construction and operation of a mine on our property at an economically viable cost. If we cannot accomplish these objectives, our business could
  fail. Although we believe that we are in compliance with all material laws and regulations that currently apply to our activities, we can give no assurance that we can continue to remain in compliance. Current laws and regulations could be amended
  and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To
  the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral property. </P>
  <P align="justify">
  <B><I>If we establish the existence of a mineral reserve on our property, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the
  reserve and our business could fail.</I></B> </P>
  <P align="justify">
  If we do discover a mineral reserve on our property, we will be required to expend substantial sums of money to establish the extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure.
  Although we may derive substantial benefits from the discovery of a reserve, there can be no assurance that any reserve established will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise
  the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail. </P>
  <P align="justify">
  <B><I>Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an
  adverse impact on our company.</I></B> </P>
  
  <P align=center>8</P>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  
  
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  <A name="page_9"></A>
  
  <P align="justify">
  Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all of the hazards and risks inherent in
  these activities and, if we discover a mineral reserve, our operations could be subject to all of the hazards and risks inherent in the development and production of a mineral reserve, including liability for pollution, cave-ins or similar hazards
  against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these
  operating hazards. The payment of any liabilities that may arise from any such occurrence would likely have a material adverse impact on our company. <B><I>Mineral prices are subject to dramatic and unpredictable fluctuations and the economic
  viability of our exploration property cannot be accurately predicted.</I></B> </P>
  <P align="justify">
  We expect to derive revenues, if any, either from the sale of our mineral property or from the extraction and sale of base metals such copper. The price of this commodity has fluctuated widely in recent years and is affected by numerous factors
  beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to
  new extraction developments and improved extraction and production methods. The effect of these factors are based on the price of base metals and therefore the economic viability of our exploration property cannot accurately be predicted. </P>
  <P align="justify">
  <B><I>The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce
  or cease operations.</I></B> </P>
  <P align="justify">
  The mineral exploration, development, and production industry is largely unintegrated. We may compete with other exploration companies looking for mineral resource properties. Some of these other companies possess greater financial resources and
  technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties
  that might yield reserves or result in commercial mining operations. While we may compete with other exploration companies in the effort to locate and acquire mineral resource properties, we do not believe that we will compete with them for the
  removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral
  products. Therefore, we will likely be able to sell any mineral products that we identify and produce. </P>
  <P align="justify">
  <B>Risks Associated With Renewable Energy </B></P>
  <P align="justify">
  <B><I>Changing consumer preferences may negatively affect our operations and financial condition</I></B><B> </B></P>
  <P align="justify">
  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 ethical consideration is also a material factor, there 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&rsquo; decisions to undergo environmental reviews. </P>
  <P align="justify">
  <B><I>A downturn in general economic conditions could have a material adverse effect on our business, financial condition or results of operations</I></B><B> </B></P>
  <P align="justify">
  The willingness of businesses to spend time and money on energy efficiency may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of businesses incurring expenditures on energy efficiency which could
  have a material adverse effect on our business, financial condition or results of operations. </P>
  
  <P align=center>9</P>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  
  
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  <P align="justify">
  <B><I>An increase in competition could have a material adverse affect on our business.</I></B><B> </B></P>
  <P align="justify">
  There are virtually no barriers to entry in the solar PV, solar thermal and energy recovery business sectors. As it is largely unregulated, we may face growing competition from any number of persons or firms who are, or who hold themselves out to
  be, competitors in this field. An increase in competition could have a material adverse effect on our business, financial condition or results of operations. </P>
  <P align="justify">
  <B><I>A decrease in our quality of service or in industry practices could have a material adverse affect on our financial condition and results of operations</I></B><B> </B></P>
  <P align="justify">
  Demand for our services may be adversely affected if consumers lose confidence in the quality of our services or the industry&rsquo;s practices. Adverse publicity may discourage businesses from buying our services and could have a material adverse
  effect on our financial condition and results of operations. </P>
  <P align="justify">
  <B><I>Unethical Business Practices</I></B><B> </B></P>
  <P align="justify">
  We may suffer negative publicity if we, any third party contractors we may engage, or any of our customers for whom we have implemented changes, are found to engage in any environmentally insensitive practices or other business practices that are
  viewed as unethical. </P>
  <P align="justify">
  <B><I>We currently do not have any significant customers </I></B><B> </B></P>
  <P align="justify">
  We currently have no long-term agreements with any customers. Many of our services may be provided on a &ldquo;onetime&rdquo; basis. Accordingly, we will require new customers on a continuous basis to sustain our operations. </P>
  <P align="justify">
  <B><I>We currently offer most of our services on a fixed price contract. Fixed price contracts can expose us to significant risks with could have a material adverse effect on our business, financial condition or results of operations</I></B><B>
  </B></P>
  <P align="justify">
  Fixed price contracts require the service provider to perform all agreed services for a specified lump-sum amount. We anticipate a material percentage of our services will be performed on a fixed price basis. Fixed price contracts expose us to some
  significant risks, including under-estimation of costs, ambiguities in specifications, unforeseen costs or difficulties, and delays beyond our control. These risks could lead to losses on contracts which may be substantial and which could adversely
  affect the results of our operations. </P>
  <P align="justify">
  <B><I>Effectiveness and Efficiency of Advertising and Promotional Expenditures</I></B><B> </B></P>
  <P align="justify">
  The future growth and profitability of our clean energy business sectors will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our
  services, (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 margins. 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. </P>
  <P align="justify">
  <B><I>Our ability to hire and retain personnel will be an important factor in the success of our business and a failure to hire and retain personnel may result in our inability to manage and implement our business plan.</I></B><B> </B></P>
  <P align="justify">
  We will depend on our ability to attract, retain and motivate our management team, consultants and other employees. There is strong competition for qualified technical and management personnel in the renewable energy sector, and it is expected that
  such competition will increase. Our planned growth will place increased demands on our existing 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. Failure to retain or attract such personal could have a material adverse affect on our business. </P>
  
  <P align=center>10</P>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  
  
  <!--$$/page=-->
  <A name="page_11"></A>
  
  <P align="justify">
  <B><I>We will require additional financing to develop our business plan and a failure to do so could result in our business failing.</I></B><B> </B></P>
  <P align="justify">
  Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful 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. </P>
  <P align="justify">
  <B><I>Our failure to obtain all of the licenses necessary to operate our business could have a material adverse affect on our business.</I></B><B> </B></P>
  <P align="justify">
  Our operations may require licenses and permits from various governmental authorities to build and install alternative energy systems or to conduct energy retrofits. We believe that we will be able to obtain all necessary licenses and permits under
  applicable laws and regulations for our operations and believe we will be able to comply in all material respects with the terms of such licenses and permits. 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. Our inability to obtain such licenses could have a material adverse affect on our business. </P>
  <P align="justify">
  <B><I>Changes in environmental regulations.</I></B><B> </B></P>
  <P align="justify">
  We believe that we currently comply with existing environmental laws and regulations affecting our proposed operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry
  in the past and additional changes may occur in the future. </P>
  <P align="justify">
  Our operations may be subject to environmental laws, regulations and rules promulgated from time to time by government. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental
  legislation is evolving in a manner that means stricter standards and enforcement. Fines and penalties for non-compliance are 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. </P>
  <P align="justify">
  <B><I>If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price.</I></B><B> </B></P>
  <P align="justify">
  Our success depends in large part on the continued services of our executive officers and third party relationships. We 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 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. </P>
  <P align=center>11</P>
  
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  <P align="justify">
  <B>Risks Associated with Our Company </B> </P>
  
  <P align="justify">
  <B><I>We have a limited operating history with losses and we expect the losses to continue, which raises concerns about our ability to continue as a going concern.</I></B><B> </B></P>
  <P align="justify">
  We have generated minimal revenues since our inception and will, in 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 be able to ever become profitable. These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage. </P>
  <P align="justify">
  <B><I>We will require additional financing to develop our business plan.</I></B><B> </B></P>
  <P align="justify">
  Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful 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. </P>
  <P align="justify">
  <B><I>Because the majority of our officers and directors are located outside of the United States, you may have no effective recourse against them for misconduct and you may not be able to enforce judgment and civil liabilities against them.</I></B>
  </P>
  <P align="justify">
  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 their 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 officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. </P>
  <P align="justify">
  <B>Risks Associated with Our Common Stock</B> </P>
  <P align="justify">
  <B><I>Our stock is a penny stock. Trading of our stock may be restricted by the SEC&rsquo;s penny stock regulations and the FINRA&rsquo;s sales practice requirements, which may limit a stockholder&rsquo;s ability to buy and sell our stock.</I></B>
  </P>
  <P align="justify">
  Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines &ldquo;penny stock&rdquo; to be any equity security that has a market price (as defined) less than &#36;5.00 per share or an exercise
  price of less than &#36;5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers
  and &ldquo;accredited investors&rdquo;. The term &ldquo;accredited investor&rdquo; refers generally to institutions with assets in excess of &#36;5,000,000 or individuals with a net worth in excess of &#36;1,000,000 or annual income exceeding
  &#36;200,000 or &#36;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 SEC 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&rsquo;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&rsquo;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&rsquo;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. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock. </P>
  
  <P align=center>12</P>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  <!--$$/page=--><A name=page_13></A>
  <P align=justify>In addition to the &#147;penny stock&#148; rules promulgated by the
  Securities and Exchange Commission, the Financial Industry Regulatory Authority
  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&#146;s financial status,
  tax status, investment objectives and other information. Under interpretations
  of these rules, the Financial Industry Regulatory Authority believes that there
  is a high probability that speculative low-priced securities will not be
  suitable for at least some customers. The Financial Industry Regulatory
  Authority 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. </P>
  <P align=center><B>Forward-Looking Statements</B> </P>
  <P align=justify>This reoffer prospectus contains forward-looking statements.
  Forward-looking statements are projections of events, revenues, income, future
  economic performance or management&#146;s plans and objectives for future operations.
  In some cases, you can identify forward-looking statements by the use of
  terminology such as &#147;may&#148;, &#147;should&#148;, &#147;expect&#148;, &#147;plan&#148;, &#147;anticipate&#148;, &#147;believe&#148;,
  &#147;estimate&#148;, &#147;predict&#148;, &#147;potential&#148; or &#147;continue&#148; or the negative of these terms
  or other comparable terminology. Examples of forward-looking statements made in
  this prospectus include statements about: </P>
  <UL style="TEXT-ALIGN: justify">
    <LI>Our future exploration programs and results,
    <LI>Our future plans with respect to our renewable energy division;
    <LI>Our future plans with respect to our mining division;
    <LI>Our future capital expenditures, and
    <LI>Our future investments in and acquisitions of mineral resource properties.
    </LI></UL>
  <P align=justify>These statements are only predictions and involve known and
  unknown risks, uncertainties and other factors, including: </P>
  <UL style="TEXT-ALIGN: justify">
    <LI>General economic and business conditions,
    <LI>Exposure to market risks in our financial instruments,
    <LI>Fluctuations in worldwide prices and demand for minerals,
    <LI>Fluctuations in the levels of our exploration and development activities,
    <LI>Risks associated with mineral resource exploration and development
    activities,
    <LI>Risks associated with renewable energy,
    <LI>Competition for resource properties and infrastructure in the mineral
    exploration industry,
    <LI>Competition in the renewable energy industry,
    <LI>Technological changes and developments in the mineral exploration and
    mining industry,
    <LI>Technological changes and developments in the renewable energy industry,
    <LI>Regulatory uncertainties and potential environmental liabilities, and
    <LI>The risks in the section of this prospectus entitled &#147;Risk Factors&#148;,
  </LI></UL>
  <P align=justify>any of which may cause our company&#146;s or our industry&#146;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. </P>
  <P align=justify>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. Except as required by applicable
  law, including the securities laws of the United States and Canada, we do not
  intend to update any of the forward-looking statements to conform these
  statements to actual results. </P>
  <P align=center>13</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_14></A>
  <P align=center><B>The Offering</B> </P>
  <P align=justify>The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 3,260,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2011 stock option plan. </P>
  <P align=center><B>Use of Proceeds</B> </P>
  <P align=justify>We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options granted to the selling stockholders. If we
  receive proceeds upon exercise of stock options, we intend to use these proceeds
  for working capital and general corporate purposes. </P>
  <P align=center><B>Determination of Offering Price</B> </P>
  <P align=justify>The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices. </P>
  <P align=center><B>Selling Stockholders</B> </P>
  <P align=justify>The selling stockholders may offer and sell, from time to time,
  any or all of shares of our common stock issued or issuable upon exercise of the
  stock options granted pursuant to our 2011 stock option plan. </P>
  <P align=justify>The following table sets forth certain information regarding
  the beneficial ownership of shares of common stock by the selling stockholders
  as of June 24, 2011 and the number of shares of our common stock being offered
  pursuant to this reoffer prospectus. We believe that the selling stockholders
  have sole voting and investment powers over their shares. </P>
  <P align=justify>Because the selling stockholders may offer and sell all or only
  some portion of the 3,260,000 shares of our common stock being offered pursuant
  to this reoffer prospectus, the numbers in the table below representing the
  amount and percentage of these shares of our common stock that will be held by
  the selling stockholders upon termination of the offering are only estimates
  based on the assumption that each selling stockholder will sell all of his
  shares of our common stock being offered in the offering. </P>
  <P align=justify>None of the selling stockholders is a broker-dealer or an
  affiliate of a broker-dealer. We may require the selling stockholders to suspend
  the sales of the shares of our common stock being offered pursuant to this
  reoffer prospectus upon the occurrence of any event that makes any statement in
  this reoffer prospectus or the related registration statement untrue in any
  material respect or that requires the changing of statements in those documents
  in order to make statements in those documents not misleading.</P>
  <DIV>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  borderColor=#000000 cellSpacing=0 cellPadding=3 width="100%" border=1>
  
    <TR vAlign=top>
      <TD vAlign=bottom align=center rowSpan=2 bgcolor="#EDEDED"><BR><B>Name of</B> <BR><B>Selling
        Stockholder</B> </TD>
      <TD vAlign=bottom align=center width="20%" rowSpan=2 bgcolor="#EDEDED"><B>Shares Owned</B>
        <BR><B>by the</B> <B>Selling</B> <BR><B>Stockholder</B> <BR><B>before
        the</B> <BR><B>Offering<SUP>(1)</SUP></B> </TD>
      <TD vAlign=bottom align=center width="20%" rowSpan=2 bgcolor="#EDEDED"><B>Total Shares</B>
        <BR><B>Offered</B> <BR><B>in the Offering</B> </TD>
      <TD vAlign=bottom align=center width="40%" colSpan=2 bgcolor="#EDEDED"><B>Number of Shares
        to Be Owned</B> <BR><B>by Selling Stockholder <BR>and Percent</B>
        <B>of</B> <B>Total Issued <BR>and Outstanding</B> <B>Shares</B>
        <BR><B>After the Offering <SUP>(1)</SUP></B> </TD></TR>
    <TR vAlign=top>
      <TD vAlign=bottom align=center width="20%" bgcolor="#EDEDED"><B># of</B>
        <BR><B>Shares<SUP>(2)</SUP></B> </TD>
      <TD vAlign=bottom align=center width="20%" bgcolor="#EDEDED"><B>% of</B>
        <BR><B>Class<SUP>(2),(3)</SUP></B> </TD></TR>
    <TR vAlign=top>
      <TD align=left>Robert McAllister<SUP>(4)</SUP> </TD>
      <TD align=center width="20%">3,275,000 <SUP>(5)</SUP> </TD>
      <TD align=center width="20%">705,000 </TD>
      <TD align=center width="20%">2,570,000 </TD>
      <TD align=center width="20%">10.43% </TD></TR>
    <TR vAlign=top>
      <TD align=left>Christopher Bunka<SUP>(6)</SUP> </TD>
      <TD align=center width="20%">4,342,666 <SUP>(7)</SUP> </TD>
      <TD align=center width="20%">705,000 </TD>
      <TD align=center width="20%">3,637,666 </TD>
      <TD align=center width="20%">14.76% </TD></TR>
    <TR vAlign=top>
      <TD align=left>Dr. Gerald Carlson<SUP>(8)</SUP> </TD>
      <TD align=center width="20%">642,740 <SUP>(9)</SUP> </TD>
      <TD align=center width="20%">300,000 </TD>
      <TD align=center width="20%">342,740 </TD>
      <TD align=center width="20%">1.39% </TD></TR></TABLE></DIV>
  <P align=center>14<BR>
  </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_15></A><BR>
  <DIV>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  borderColor=#000000 cellSpacing=0 cellPadding=3 width="100%" border=1>
  
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Bal
        Bhullar<SUP>(10)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">502,000 <SUP>(11)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">500,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">2,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">*
    </TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Mark
        Snyder<SUP>(12)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">700,000 <SUP>(13)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">200,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">500,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">2.03% </TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Randy
        Woods<SUP>(14)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">100,000 <SUP>(15)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">100,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">-
  </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">*
    </TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Tom
        Ihrke<SUP>(16)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">290,625 <SUP>(17)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">150,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">140,625 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">*
    </TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Don
        Findlay<SUP>(18)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">202,000<SUP>(19)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">200,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">2,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">*
    </TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Joe
        Sandberg<SUP>(20)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">150,000<SUP>(21)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">150,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">-
  </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">*
    </TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Greg
        Dawson<SUP>(22)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">250,000<SUP>(23)</SUP> </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">250,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">-
  </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center width="20%">*
    </TD></TR>
    <TR vAlign=top>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left>Totals </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="20%">&nbsp;
      </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=center
        width="20%">3,260,000 </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="20%">&nbsp;
      </TD>
      <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="20%">&nbsp;
      </TD></TR></TABLE></DIV>
  <P align=justify><B><U>Notes</U></B> </P>
  <P align=justify>* Less than 1%. </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%"><SUP>(1) </SUP></TD>
      <TD>
        <P align=justify>Beneficial ownership is determined in accordance with
        Securities and Exchange Commission rules and generally includes voting or
        investment power with respect to shares of common stock. Shares of common
        stock subject to options, warrants and convertible preferred stock
        currently exercisable or convertible, or exercisable or convertible within
        60 days, are counted as outstanding for computing the percentage of the
        person holding such options, warrants or convertible preferred stock but
        are not counted as outstanding for computing the percentage of any other
        person.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(2) </SUP></TD>
      <TD>
        <P align=justify>We have assumed that the selling stockholders will sell
        all of the shares being offered in this offering.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(3) </SUP></TD>
      <TD>
        <P align=justify>Based on 24,643,865 shares of our common stock issued and
        outstanding as of June 24, 2011. Shares of our common stock being offered
        pursuant to this reoffer prospectus by a selling stockholder are counted
        as outstanding for computing the percentage of that particular selling
        stockholder but are not counted as outstanding for computing the
        percentage of any other person.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(4) </SUP></TD>
      <TD>
        <P align=justify>Mr. McAllister is our President and a director of our
        company.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(5) </SUP></TD>
      <TD>
        <P align=justify>Represents 2,570,000 shares of common stock and 705,000
        stock options to acquire an aggregate of 705,000 shares of common stock,
        of which 150,000 are exercisable at $0.20 per share until December 14,
        2012, 100,000 are exercisable at $0.10 per share until October 22, 2014,
        200,000 are exercisable at $0.10 per share until December 30, 2014, and
        255,000 are exercisable at $0.15 per share until February 14,
    2016.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(6) </SUP></TD>
      <TD>
        <P align=justify>Mr. Bunka is our Chief Executive Officer a director of
        our company.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(7) </SUP></TD>
      <TD>
        <P align=justify>Represents 800,000 shares of common stock held directly
        by Mr. Bunka, 2,304,333 shares held in the name of C.A.B. Financial
        Services and 333,333 warrants held in the name of C.A.B. Financial
        Services and 200,000 shares held in 0743608 BC Ltd., for which Chris Bunka
        is the sole beneficiary of both companies. Mr. Bunka also holds 705,000
        stock options to acquire an aggregate of 705,000 shares of common stock,
        of which 150,000 are exercisable at $0.20 per share until December 14,
        2012, 100,000 are exercisable at $0.10 per share until October 22, 2014,
        200,000 are exercisable at $0.10 per share until December 30, 2014,
        255,000 are exercisable at $0.15 per share until February 14,
    2016.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(8) </SUP></TD>
      <TD>
        <P align=justify>Dr. Gerald Carlson is a director of our
  company.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(9) </SUP></TD>
      <TD>
        <P align=justify>Represents 342,740 shares of common stock and 300,000
        stock options to acquire an aggregate of 350,000 shares of common stock,
        of which 100,000 are exercisable at $0.20 per share until December 14,
        2012, 100,000 are exercisable at $0.10 per share until October 22, 2014,
        50,000 are exercisable at $0.10 per share until December 30, 2014, 100,000
        are exercisable at $0.15 per share until February 14, 2016.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(10) </SUP></TD>
      <TD>
        <P align=justify>Ms. Bhullar is our Chief Financial
    Officer.</P></TD></TR></TABLE>
  <P align=center>15<BR>
  </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_16></A><BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left ><SUP>(11) </SUP></TD>
      <TD align=left width="95%">Represents 1,000 shares of common stock, 1,000
        warrants and 500,000 stock options to acquire an aggregate of 500,000
        shares of common stock, of which 100,000 are exercisable at $0.10 per
        share until October 22, 2014, 100,000 are exercisable at $0.10 per share
        until December 30, 2014, 300,000 are exercisable at $0.15 per share until
        February 14, 2016. </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(12) </SUP></TD>
      <TD align=left width="95%">Mr. Snyder is our Chief Technical Officer.
    </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(13) </SUP></TD>
      <TD align=left width="95%">Represents 500,000 shares of common stock and
        200,000 stock options to acquire an aggregate of 200,000 shares of common
        stock, of which 100,000 are exercisable at $0.10 per share until October
        22, 2014 and 100,000 are exercisable at $0.10 per share until December 30,
        2014.. </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(14) </SUP></TD>
      <TD align=left width="95%">Mr. Woods is an Advisor to our Company. </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(15) </SUP></TD>
      <TD align=left width="95%">Represents 0 shares of common stock and 100,000
        stock options to acquire 100,000 shares of common stock, which 100,000 are
        exercisable at $0.20 per share until November 8, 2015. </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(16 </SUP></TD>
      <TD align=left width="95%">Mr. Ihrke is an advisor of our company. </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(17) </SUP></TD>
      <TD align=left width="95%">Represents 140,625shares of common stock and
        150,000 stock options to acquire an aggregate of 150,000 shares of common
        stock, of which 150,000 are exercisable at $0.20 per share until August
        23, 2015. </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(18) </SUP></TD>
      <TD align=left width="95%">Mr. Findlay is a Director of our Company </TD></TR>
    <TR>
      <TD align=left  ><SUP>&nbsp;</SUP></TD>
      <TD align=left width="95%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left ><SUP>(19) </SUP></TD>
      <TD align=left width="95%">Represents 1,000 shares of common stock, 1,000
        warrants and 200,000 stock options to acquire 200,000 shares of common
        stock, of which 150,000 are exercisable at $0.15 per share until March 10,
        2016 and 50,000 are exercisable at $0.25 per share until June 2, 2016.
    </TD></TR></TABLE>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%" >&nbsp;</TD>
      <TD >&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(20) </SUP></TD>
      <TD>
        <P align=justify>Mr. Sandberg is an Advisor of our Company.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(21) </SUP></TD>
      <TD>
        <P align=justify>Represents 0 shares of common stock and 150,000 stock
        options to acquire 150,000 shares of common stock, which 150,000 are
        exercisable at $0.18 per share until March 16, 2016.
  </P></TD></TR></TABLE>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%" >&nbsp;</TD>
      <TD >&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(22) </SUP></TD>
      <TD>
        <P align=justify>Mr. Dawson is a Director of our Company.</P></TD></TR>
    <TR>
      <TD width="5%"><SUP>&nbsp;</SUP></TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD vAlign=top width="5%"><SUP>(23) </SUP></TD>
      <TD>
        <P align=justify>Represents 0 shares of common stock and 250,000 stock
        options to acquire 250,000 shares of common stock , of which 250,000 are
        exercisable at $0.25 per share until June 2, 2016.
  </P></TD></TR></TABLE>
  <P align=center><B>Plan of Distribution</B> </P>
  <P align=justify>The selling stockholders may, from time to time, sell all or a
  portion of the shares of our common stock on any market upon which our common
  stock may be listed or quoted (currently Financial Industry Regulatory
  Authority&#146;s OTC Bulletin Board and the Canadian National Stock Exchange), in
  privately negotiated transactions or otherwise. Such sales may be at fixed
  prices prevailing at the time of sale, at prices related to the market prices or
  at negotiated prices. The shares of our common stock being offered for resale
  pursuant to this reoffer prospectus may be sold by the selling stockholders by
  one or more of the following methods, without limitation: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%"  >&nbsp;</TD>
      <TD vAlign=top width="5%">1. </TD>
      <TD>
        <P align=justify>block trades in which the broker or dealer so engaged
        will attempt to sell the shares of our common stock as agent but may
        position and resell a portion of the block as principal to facilitate the
        transaction;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">2. </TD>
      <TD>
        <P align=justify>purchases by broker or dealer as principal and resale by
        the broker or dealer for its account pursuant to this reoffer
        prospectus;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">3. </TD>
      <TD>
        <P align=justify>an exchange distribution in accordance with the rules of
        the exchange or quotation system;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">4. </TD>
      <TD>
        <P align=justify>ordinary brokerage transactions and transactions in which
        the broker solicits purchasers;</P></TD></TR></TABLE>
  <P align=center>16<BR>
  </P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_17></A><BR>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%"  >&nbsp;</TD>
      <TD vAlign=top width="5%">5. </TD>
      <TD>
        <P align=justify>privately negotiated transactions;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">6. </TD>
      <TD>
        <P align=justify>market sales (both long and short to the extent permitted
        under the federal securities laws);</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">7. </TD>
      <TD>
        <P align=justify>at the market to or through market makers or into an
        existing market for the shares;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">8. </TD>
      <TD>
        <P align=justify>through transactions in options, swaps or other
        derivatives (whether exchange listed or otherwise); and</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD width="5%">&nbsp;</TD>
      <TD>&nbsp;</TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">9. </TD>
      <TD>
        <P align=justify>a combination of any aforementioned methods of
      sale.</P></TD></TR></TABLE>
  <P align=justify>In the event of the transfer by any of the selling stockholders
  of his shares of our common stock or stock options to any pledgee, donee or
  other transferee, we will amend this reoffer prospectus and the registration
  statement of which this reoffer prospectus forms a part by the filing of a
  post-effective amendment in order to have the pledgee, donee or other transferee
  in place of the selling stockholder who has transferred his shares. </P>
  <P align=justify>In effecting sales, brokers and dealers engaged by the selling
  stockholders may arrange for other brokers or dealers to participate. Brokers or
  dealers may receive commissions or discounts from a selling stockholder or, if
  any of the broker-dealers act as an agent for the purchaser of such shares, from
  a purchaser in amounts to be negotiated which are not expected to exceed those
  customary in the types of transactions involved. Broker-dealers may agree with a
  selling stockholder to sell a specified number of the shares of our common stock
  at a stipulated price per share. Such an agreement may also require the
  broker-dealer to purchase as principal any unsold shares of our common stock at
  the price required to fulfill the broker-dealer commitment to the selling
  stockholder if such broker-dealer is unable to sell the shares on behalf of the
  selling stockholder. Broker-dealers who acquire shares of our common stock as
  principal may thereafter resell the shares of our common stock from time to time
  in transactions which may involve block transactions and sales to and through
  other broker-dealers, including transactions of the nature described above. Such
  sales by a broker-dealer could be at prices and on terms then prevailing at the
  time of sale, at prices related to the then-current market price or in
  negotiated transactions. In connection with such resale, the broker-dealer may
  pay to or receive from the purchasers of the shares commissions as described
  above. </P>
  <P align=justify>The selling stockholders and any broker-dealers or agents that
  participate with the selling stockholders in the sale of the shares of our
  common stock may be deemed to be &#147;underwriters&#148; within the meaning of the
  Securities Act of 1933 in connection with these sales. In that event, any
  commissions received by the broker-dealers or agents and any profit on the
  resale of the shares of common stock purchased by them may be deemed to be
  underwriting commissions or discounts under the Securities Act of 1933. </P>
  <P align=justify>From time to time, any of the selling stockholders may pledge
  shares of our common stock pursuant to the margin provisions of customer
  agreements with brokers. Upon a default by a selling stockholder, his broker may
  offer and sell the pledged shares of our common stock from time to time. Upon a
  sale of the shares of our common stock, we believe that the selling stockholders
  will satisfy the prospectus delivery requirements under the Securities Act of
  1933. We will file any amendments or other necessary documents in compliance
  with the Securities Act of 1933 which may be required in the event any of the
  selling stockholders defaults under any customer agreement with brokers. </P>
  <P align=justify>To the extent required under the Securities Act of 1933, a
  post-effective amendment to the registration statement of which this reoffer
  prospectus forms a part will be filed disclosing the name of any broker-dealers,
  the number of shares of our common stock involved, the price at which our common
  stock is to be sold, the commissions paid or discounts or concessions allowed to
  such broker-dealers, where applicable, that such broker-dealers did not conduct
  any investigation to verify the information set out or incorporated by reference
  in this reoffer prospectus and other facts material to the transaction. </P>
  <P align=justify>We and the selling stockholders will be subject to applicable
  provisions of the Securities Exchange Act of 1934 and the rules and regulations
  under it, including, without limitation, Rule 10b-5 and, insofar as a selling
  stockholder is a distribution participant and we, under certain circumstances,
  may be a distribution participant, under Regulation M. All of the foregoing may
  affect the marketability of our common stock. </P>
  <P align=center>17</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_18></A>
  <P align=justify>All expenses for this reoffer prospectus and related
  registration statement including legal, accounting, printing and mailing fees
  are and will be borne by us. Any commissions, discounts or other fees payable to
  brokers or dealers in connection with any sale of the shares of common stock
  will be borne by the selling stockholders, the purchasers participating in such
  transaction, or both. </P>
  <P align=justify>Any shares of our common stock being offered pursuant to this
  reoffer prospectus which qualify for sale pursuant to Rule 144 under the
  Securities Act of 1933, may be sold under Rule 144 rather than pursuant to this
  reoffer prospectus. </P>
  <P align=center><B>Experts and Counsel</B> </P>
  <P align=justify>Our financial statements for the years ended August 31, 2010
  and 2009 incorporated in this reoffer prospectus by reference from our annual
  report on Form 10-K for the year ended August 31, 2010 filed with the Securities
  and Exchange Commission on November 29, 2010 have been audited by Chang Lee LLP
  Chartered Accountants which are incorporated herein by reference, and have been
  so incorporated in reliance upon such report given upon the authority of said
  firm as experts in auditing and accounting. </P>
  <P align=justify>On June 1, 2011 Chang Lee LLP amalgamated MNP LLP, of Suite
  2300 &#150; 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1J1. </P>
  <P align=justify>W.L. Macdonald Law Corporation, of Suite 400 &#150; 570 Granville
  Street, Vancouver, British Columbia V6C 3P1, Canada has provided an opinion on
  the validity of the shares of our common stock being offered pursuant to this
  reoffer prospectus. </P>
  <P align=center><B>Interest of Named Experts and Counsel</B> </P>
  <P align=justify>No expert named in the registration statement of which this
  reoffer prospectus forms a part as having prepared or certified any part thereof
  (or is named as having prepared or certified a report or valuation for use in
  connection with such registration statement) or counsel named in this reoffer
  prospectus as having given an opinion upon the validity of the securities being
  offered pursuant to this reoffer prospectus or upon other legal matters in
  connection with the registration or offering such securities was employed for
  such purpose on a contingency basis. Also at the time of such preparation,
  certification or opinion or at any time thereafter, through the date of
  effectiveness of such registration statement or that part of such registration
  statement to which such preparation, certification or opinion relates, no such
  person had, or is to receive, in connection with the offering, a substantial
  interest, direct or indirect, in our company or any of its parents or
  subsidiaries. Nor was any such person connected with our company or any of its
  parents or subsidiaries as a promoter, managing or principal underwriter, voting
  trustee, director, officer or employee. </P>
  <P align=center><B>Material Changes</B> </P>
  <P align=justify>There have been no material changes to the affairs of our
  company since August 31, 2010 which have not previously been described in a
  report on Form 10-Q or Form 8-K filed with the Securities and Exchange
  Commission. </P>
  <P align=center><B>Incorporation of Certain Information by Reference</B> </P>
  <P align=justify>The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this reoffer prospectus
  by reference: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%"  >&nbsp;</TD>
      <TD vAlign=top width="5%">1. </TD>
      <TD>
        <P align=justify>Our annual report on Form 10-K for the year ended August
        31, 2010 filed on November 29, 2010;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">2. </TD>
      <TD>
        <P align=justify>Our quarterly reports on Form 10-Q filed on January 14,
        2011 and April 14, 2011;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">3. </TD>
      <TD>
        <P align=justify>Our current reports on Form 8-K filed on February 2,
        2011, February 15, 211, March 3, 2011, March 10, 2011, March 16, 2011,
        April 6, 2011, April 12, 2011, April 21, 2011, April 28, 2011, June 6,2011
        and June 23, 2011;</P></TD></TR>
    <TR>
      <TD width="5%" >&nbsp;</TD>
      <TD vAlign=top width="5%">4. </TD>
      <TD>
        <P align=justify>Our proxy statement on Schedule 14A filed on March 9,
        2011; and</P></TD></TR></TABLE>
  <!--$$/page=-->
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD width="5%"  >&nbsp;</TD>
      <TD vAlign=top width="5%">5. </TD>
      <TD>
        <P align=justify>The description of our common stock contained in our
        registration statement on Form SB-2/A filed on March 21, 2006, as amended
        by our current reports on Form 8-K filed on September 25, 2009 and March
        4, 2010, including any amendments or reports filed for the purpose of
        updating such description.</P></TD></TR></TABLE>
  <P align=center>18</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <P align=justify>In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to the
  registration statement of which this reoffer prospectus forms a part have been
  sold or deregistering all securities then remaining unsold, will be deemed to be
  incorporated by reference into this reoffer prospectus and to be part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference in this reoffer prospectus will be deemed to be
  modified or superseded for purposes of this reoffer prospectus to the extent
  that a statement contained in this reoffer prospectus or in any subsequently
  filed document that is also incorporated by reference in this reoffer prospectus
  modifies or supersedes such statement. Any statement so modified or superseded
  will not be deemed, except as so modified or superseded, to constitute a part of
  this reoffer prospectus. </P>
  <P align=center><B>Where You Can Find More Information </B></P>
  <P align=justify>We will provide to each person, including any beneficial owner,
  to whom this reoffer prospectus is delivered, a copy of any or all of the
  information that has been incorporated by reference into this reoffer prospectus
  but not delivered with this reoffer prospectus, upon written or oral request of
  such person at no cost to such person. Please send us such request by writing or
  calling at Enertopia Corporation, #950 &#150; 1130 West Pender Street, Vancouver,
  British Columbia V6E 4A4, Canada; telephone: (604) 602-1633. </P>
  <P align=justify>We file annual, quarterly and current reports, proxy statements
  and other information with the Securities and Exchange Commission. Such filings
  are available to the public over the internet at the Securities and Exchange
  Commission&#146;s website at http://www.sec.gov. The public may also read and copy
  any materials we file with the Securities and Exchange Commission at its public
  reference room at 100 F Street, N.E. Washington, D.C. 20549. The public may
  obtain information on the operation of the public reference room by calling the
  Securities and Exchange Commission at 1-800-SEC-0330. </P>
  <P align=justify>We have filed with the Securities and Exchange Commission a
  registration statement on Form S-8 under the Securities Act of 1933 with respect
  to the securities offered under this reoffer prospectus. This reoffer
  prospectus, which forms a part of that registration statement, does not contain
  all information included in the registration statement. Certain information is
  omitted and you should refer to the registration statement and its exhibits.
  </P>
  <P align=justify>You should only rely on the information incorporated by
  reference or provided in this reoffer prospectus or any supplement. We have not
  authorized anyone else to provide you with different information. This reoffer
  prospectus does not constitute an offer to sell or a solicitation of an offer to
  buy any of the securities offered hereby by anyone in any jurisdiction in which
  such offer or solicitation is not authorized or in which the person making such
  offer or solicitation is not qualified to do so or to any person to whom it is
  unlawful to make such offer or solicitation. You should not assume that the
  information in this reoffer prospectus or any supplement is accurate as of any
  date other than the date of this reoffer prospectus. </P>
  <P align=center>19</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_20></A>
  <P align=center><B>3,260,000 </B></P>
  <P align=center><B>Enertopia Corporation </B></P>
  <P align=center><B>Common Stock</B></P>
  <P align=center>_________________________________ </P>
  <P align=center><B>Prospectus</B></P>
  <P align=center>_________________________________ </P>
  <P align=center>June<B> </B>28, 2011 </P>
  <P align=center>&nbsp;</P>
  <P align=center>20</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_21></A>
  <P align=center><B>Part II</B> </P>
  <P align=center><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B> </P>
  <P align=justify><B>Item 3. Incorporation of Documents by Reference.</B> </P>
  <P align=justify>The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this registration
  statement by reference: </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0 BCLLIST>
  
    <TR>
      <TD vAlign=top width="5%">1. </TD>
      <TD>
        <P align=justify>Our annual report on Form 10-K for the year ended August
        31, 2010 filed on November 29, 2010;</P></TD></TR>
    <TR>
      <TD vAlign=top width="5%">2. </TD>
      <TD>
        <P align=justify>Our quarterly reports on Form 10-Q filed on January 14,
        2011 and April 14, 2011;</P></TD></TR>
    <TR>
      <TD vAlign=top width="5%">3. </TD>
      <TD>
        <P align=justify>Our current reports on Form 8-K filed on February 2,
        2011, February 15, 211, March 3, 2011, March 10, 2011, March 16, 2011,
        April 6, 2011, April 12, 2011, April 21, 2011, April 28, 2011, June 6,2011
        and June 23, 2011;</P></TD></TR>
    <TR>
      <TD vAlign=top width="5%">4. </TD>
      <TD>
        <P align=justify>Our proxy statement on Schedule 14A filed on March 9,
        2011; and</P></TD></TR>
    <TR>
      <TD vAlign=top width="5%">5. </TD>
      <TD>
        <P align=justify>The description of our common stock contained in our
        registration statement on Form SB-2/A filed on March 21, 2006, as amended
        by our current reports on Form 8-K filed on September 25, 2009 and March
        4, 2010, including any amendments or reports filed for the purpose of
        updating such description.</P></TD></TR></TABLE>
  <P align=justify>In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to this
  registration statement have been sold or deregistering all securities then
  remaining unsold, will be deemed to be incorporated by reference into this
  registration statement and to be part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated by reference in
  this registration statement will be deemed to be modified or superseded for
  purposes of this registration statement to the extent that a statement contained
  in this registration statement or in any subsequently filed document that is
  also incorporated by reference in this registration statement modifies or
  supersedes such statement. Any statement so modified or superseded will not be
  deemed, except as so modified or superseded, to constitute a part of this
  registration statement. </P>
  <P align=justify><B>Item 4. Description of Securities.</B> </P>
  <P align=justify>Not applicable. </P>
  <P align=justify><B>Item 5. Interests of Named Experts and Counsel.</B> </P>
  <P align=justify>No expert named in this registration statement as having
  prepared or certified any part thereof (or is named as having prepared or
  certified a report or valuation for use in connection with this registration
  statement) or counsel named in this registration statement as having given an
  opinion upon the validity of the securities being offered pursuant to this
  registration statement or upon other legal matters in connection with the
  registration or offering such securities was employed for such purpose on a
  contingency basis. Also at the time of such preparation, certification or
  opinion or at any time thereafter, through the date of effectiveness of such
  registration statement or that part of such registration statement to which such
  preparation, certification or opinion relates, no such person had, or is to
  receive, in connection with the offering, a substantial interest, direct or
  indirect, in our company or any of its parents or subsidiaries. Nor was any such
  person connected with our company or any of its parents or subsidiaries as a
  promoter, managing or principal underwriter, voting trustee, director, officer
  or employee. </P>
  <P align=center>21</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  
  
  <P align=justify><B>Item 6. Indemnification of Directors and Officers.</B> </P>
  <P align=justify>Nevada Revised Statutes provide that: </P>
  
  <UL style="text-align:justify;">
  <LI>
  <p style="margin-bottom: 12">a corporation may indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys&rsquo; fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his or her conduct was unlawful;</LI> </LI>
  <LI>
  <p style="margin-bottom: 12">a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact
  that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
  enterprise against expenses, including amounts paid in settlement and attorneys&rsquo; fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a
  manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent
  jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of
  competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and</LI>
  <LI>
  <p style="margin-bottom: 12">to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must
  indemnify him or her against expenses, including attorneys&rsquo; fees, actually and reasonably incurred by him or her in connection with the defense.</LI>
  </UL>
  <P align="justify">
  Nevada Revised Statutes provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The
  determination must be made: </P>
  <UL style="text-align:justify;">
  <LI>
  <p style="margin-bottom: 12">by our stockholders;</LI>
  <LI>
  <p style="margin-bottom: 12">by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;</LI>
  <LI>
  <p style="margin-bottom: 12">if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;</LI>
  <LI>
  <p style="margin-bottom: 12">if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or</LI>
  <LI>
  by court order.</LI>
  </UL>
  <P align="justify">
  Nevada Revised Statutes provide that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a
  director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. </P>
  <P align=center>22</P>
  
  <HR noshade align="center" width="100%" size=5 color="black" style="page-break-after:always;">
  
  <P align="justify">
  Our bylaws provide that: </P>
  
  <UL style="TEXT-ALIGN: justify">
    <LI>
    <p style="margin-bottom: 12">our directors must cause our company to indemnify a director or former
    director of our company and our directors may cause our company to indemnify a
    director or former director of a corporation of which our company is or was a
    shareholder and the heirs and personal representatives of any such person
    against all costs, charges and expenses, including an amount paid to settle an
    action or satisfy a judgment, actually and reasonably incurred by him or them
    including an amount paid to settle an action or satisfy a judgment inactive
    criminal or administrative action or proceeding to which he is or they are
    made a party by reason of his or her being or having been a director of our
    company or a director of such corporation, including an action brought by us
    or another corporation. Each director of our company on being elected or
    appointed is deemed to have contracted with our company on the terms of the
    foregoing indemnity;
    <LI>
    <p style="margin-bottom: 12">our directors may cause our company to indemnify an officer, employee or
    agent of our company or of a corporation of which our company is or was a
    shareholder (notwithstanding that he is also a director of our company), and
    his or her heirs and personal representatives against all costs, charges and
    expenses incurred by him or them and resulting from his or her acting as an
    officer, employee or agent of our company or another corporation. In addition
    we must indemnify the Secretary or an Assistance Secretary of our company (if
    he is not a full time employee of our company and notwithstanding that he is
    also a director of our company), and his or her respective heirs and legal
    representatives against all costs, charges and expenses incurred by him or
    them and arising out of the functions assigned to the Secretary by the Nevada
    corporate law, or our articles of incorporation and each such Secretary and
    Assistant Secretary, on being appointed is deemed to have contracted with our
    company on the terms of the foregoing indemnity; and </LI></UL>
  <P align=justify>Our directors may cause our company to purchase and maintain
  insurance for the benefit of a person who is or was serving as a director,
  officer, employee or agent of our company or as a director, officer, employee or
  agent of a corporation of which our company is or was a shareholder and his or
  her heirs or personal representatives against a liability incurred by him as a
  director, officer, employee or agent. </P>
  <P align=justify><B>Item 7. Exemption from Registration Claimed.</B> </P>
  <P align=justify>Not applicable. </P>
  <P align=justify><B>Item 8. Exhibits.</B> </P>
  <TABLE
  style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
  cellSpacing=0 cellPadding=0 width="100%" border=0>
  
    <TR vAlign=top>
      <TD align=left >Exhibit </TD>
      <TD align=left width="90%">&nbsp; </TD></TR>
    <TR vAlign=top>
      <TD align=left >Number </TD>
      <TD align=left width="90%">Description </TD></TR>
    <TR>
      <TD align=left >&nbsp;</TD>
      <TD align=left width="90%" >&nbsp;</TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><B>(4)</B> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><B>Instruments Defining the
        Rights of Security Holders, including Indentures</B> </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="exhibit4-1.htm">4.1* </a> </TD>
      <TD align=left width="90%"><a href="exhibit4-1.htm">2011 Stock Option Plan
      </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><B>(5)</B> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><B>Opinion regarding
        Legality</B> </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="exhibit5-1.htm">5.1* </a> </TD>
      <TD align=left width="90%"><a href="exhibit5-1.htm">Opinion of W.L. Macdonald Law Corporation
        regarding the legality of the securities being registered </a> </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><B>(23)</B> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><B>Consents of Experts and
        Counsel</B> </TD></TR>
    <TR vAlign=top>
      <TD align=left ><a href="exhibit23-1.htm">23.1* </a> </TD>
      <TD align=left width="90%"><a href="exhibit23-1.htm">Consent of Chang Lee LLP Chartered Accountants
      </a>
      </TD></TR>
    <TR vAlign=top>
      <TD align=left bgColor=#eeeeee ><a href="exhibit5-1.htm">23.2* </a> </TD>
      <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit5-1.htm">Consent of W.L. Macdonald Law
        Corporation (included in Exhibit 5.1) </a> </TD></TR></TABLE>
  <P align=justify>*Filed herewith. </P>
  <P align=center>23</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <!--$$/page=--><A name=page_24></A>
  <P align=justify><B>Item 9. Undertakings.</B> </P>
  <P align=justify>The undersigned registrant hereby undertakes: </P>
  <P style="MARGIN-LEFT: 5%" align=justify>1. To file, during any period in which
  offers or sales are being made, a post-effective amendment to this registration
  statement: </P>
  <P style="MARGIN-LEFT: 10%" align=justify>i. To include any prospectus required
  by section 10(a)(3) of the Securities Act of 1933; </P>
  <P style="MARGIN-LEFT: 10%" align=justify>ii. To reflect in the prospectus any
  facts or events arising after the effective date of the registration statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information in the
  registration statement. Notwithstanding the foregoing, any increase or decrease
  in volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Securities and Exchange Commission pursuant to Rule
  424(b) if, in the aggregate, the changes in volume and price represent no more
  than 20% change in the maximum aggregate offering price set forth in the
  &#147;Calculation of Registration Fee&#148; table in the effective registration statement;
  and </P>
  <P style="MARGIN-LEFT: 10%" align=justify>iii. To include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change to such information in the
  registration statement; </P>
  <P style="MARGIN-LEFT: 10%" align=justify>Provided however, that paragraphs
  (1)(i) and (1)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in reports filed with
  or furnished to the Securities and Exchange Commission by the registrant
  pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in the registration statement </P>
  <P style="MARGIN-LEFT: 5%" align=justify>2. That, for the purpose of determining
  any liability under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and </P>
  <P style="MARGIN-LEFT: 5%" align=justify>3. To remove from registration by means
  of a post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering. </P>
  <P align=justify>The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof. </P>
  <P align=justify>Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue. </P>
  <P align=center>24</P>
  <HR style="PAGE-BREAK-AFTER: always" align=center width="100%" color=black
  noShade SIZE=5>
  <A name=page_25></A>
  <P align=center><B>SIGNATURES </B></P>
  <P align=justify>Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Vancouver, Province of British Columbia, Canada,
  on June 29, 2011. </P>
  <P align=justify><B>Enertopia Corporation </B></P>
  <P align=justify>By: </P>
  <P align=justify><u><I>/s/ </I>Robert McAllister<br>
  </u>Robert McAllister
  <BR>President and Director<BR>(Principal Executive Officer) <BR></P>
  <P align=justify>Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities and on the date indicated. </P>
  <P align=justify><u><I>/s/ </I>Robert McAllister</u><BR>Robert McAllister
  <BR>President and Director<BR>(Principal Executive Officer) <BR>Date:
  June 29, 2011 </P>
  <P align=justify><u><i>/s/ </i>Bal Bhullar </u><BR>Bal Bhullar <BR>Chief
  Financial Officer <BR>(Principal Financial Officer) <BR>Date: June 29,
  2011 <BR></P>
  <P align=justify><u><i>/s/ </i>Christopher Bunka </u><BR>Christopher Bunka
  <BR>Chief Executive Officer and Director<BR>Date: June 29, 2011
  <BR></P>
  <P align=justify><u><I>/s/ </I>Dr. Gerald Carlson <br>
  </u>Dr. Gerald Carlson
  <BR>Director<BR>Date: June 29, 2011 </P>
  <A name=page_26></A>
  <P align=justify><u><i>/s/ </i>Don Findlay </u><BR>Don Findlay
  <BR>Director<BR>Date: June 29, 2011 <BR></P>
  <P align=justify><u><em>/s/ </em>Greg Dawson </u><BR>Greg Dawson
  <BR>Director<BR>Date: June 29, 2011 </P>
  <P align=center>25<BR> </P>
  <HR align=center width="100%" color=black noShade SIZE=5>
  
  </BODY>
  
  </HTML>
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metadata_filer: {"company-data": {"conformed-name": "Enertopia Corp.", "cik": "0001346022", "assigned-sic": "1000", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-175387", "film-number": "11956167"}, "business-address": {"phone": "604 602-1633"}, "mail-address": {"street1": "950-1130 WEST PENDER STREET", "city": "VANCOUVER", "state": "A1", "zip": "V6E 4A4"}, "former-company": {"former-conformed-name": "Golden Aria Corp.", "date-changed": "20051205"}}
text: Enertopia Corporation: Form S-8 - Filed by newsfilecorp.com
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
  FORM S-8
  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  ENERTOPIA CORPORATION
  (Exact
  name of registrant as specified in its charter)
  Nevada
  20-1970188
  (State or other jurisdiction of incorporation or
  (I.R.S. Employer Identification No.)
  organization)
  #950 – 1130 West Pender Street,
  Vancouver, British
  Columbia V6E 4A4, Canada
  Telephone: (604) 602-1633
  (Address of Principal Executive Offices) (Zip Code)
  2011 Stock Option Plan
  (Full title of the
  plan)
  Nevada Agency and Transfer Company
  50 West Liberty
  Street, Suite 880
  Reno, Nevada 89501
  Telephone: (775)
  322-5623
  (Name and address of agent for service)
  (775) 322-5623
  (Telephone number, including area
  code, of agent for service)
  Copies of all communications to:
  W.L. Macdonald Law Corporation
  Attention: William
  L. Macdonald
  Suite 400 – 570 Granville Street
  Vancouver,
  British Columbia V6C 3P1, Canada
  Telephone: (604) 689-1022
  Facsimile: (604) 681-4760
  Indicate by check mark whether the registrant is a large
  accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
  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 [ ]
  (Do not check if a smaller reporting company)
  Smaller reporting company [X]
  CALCULATION OF REGISTRATION FEE
  Proposed
  Proposed
  maximum
  maximum
  Amount of
  Title of securities to
  Amount to be
  offering
  aggregate
  registration
  be registered
  registered
  (1)
  price per share
  (4),(5)
  offering price
  (4),(5)
  fee
  (5)
  Common Stock
  4,720,348
  (2)(3)
  $
  0.27
  $
  1,274,493.96
  $
  147.97
  Total
  4,720,348
  $
  0.27
  $
  1,274,493.96
  $
  147.97
  (1)
  An indeterminate number of additional shares of common
        stock shall be issuable pursuant to Rule 416 under the Securities Act of
        1933 to prevent dilution resulting from stock splits, stock dividends or
        similar transactions and in such an event the number of shares registered
        shall automatically be increased to cover the additional shares in
        accordance with Rule 416.
  (2)
  Consists of up to 4,720,348 shares of our common stock
        issued or issuable pursuant to our 2011 stock option plan. Our 2011 stock
        option plan provides for the grant of stock options to acquire a maximum
        of 4,720,348 shares of our common stock. All of the shares issued or
        issuable under our 2011 stock option plan are being registered under this
        registration statement on Form S-8.
  (3)
  Effective April 14, 2011, our stockholders approved the
        consolidation of our 2008 Stock Option Plan and our 2010 Equity
        Compensation Plan into one plan referred to as the 2011 Stock Option Plan.
        At such time our stockholders also approved the terms of the 2011 Stock
        Option Plan.
  (4)
  Estimated in accordance with Rule 457(h) under the
        Securities Act of 1933 solely for the purpose of computing the amount of
        the registration fee.
  (5)
  Based on the average of the last reported bid and ask
        price per share ($0.27 bid; $0.27 ask) for the registrant's common stock
        on June 24, 2011, as reported by Yahoo Finance.
  EXPLANATORY NOTE
  We prepared this registration statement in accordance with the
  requirements of Form S-8 under the Securities Act of 1933, to register an
  aggregate of 4,720,348 shares of our common stock that are issued or issuable
  pursuant to stock options granted and to be granted under our 2011 stock option
  plan. The purpose of our 2011 stock option plan is to furnish directors,
  officers, consultants, and employees with an opportunity to invest in our
  company in a simple and cost effective manner and to better aligning the
  interests of our directors, officers, consultants, and employees with those of
  our company and our shareholders through the ownership of common shares of our
  company.
  Under cover of this registration statement on Form S-8 is our
  reoffer prospectus prepared in accordance with Part I of Form S-3 under the
  Securities Act of 1933 (in accordance with Section C of the General Instructions
  to Form S-8). The reoffer prospectus may be used for reoffers and resales of up
  to an aggregate of 3,260,000
  "restricted securities" and/or "control
  securities" (as such terms are defined in Form S-8) issued or issuable upon
  exercise of the stock options granted pursuant to our 2011 stock option plan on
  a continuous or delayed basis in the future.
  2
  Part I
  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  Item 1. Plan Information.*
  Item 2. Registrant Information and Employee Plan Annual
  Information.*
  * The document(s) containing the information specified in Part
  I of Form S-8 will be sent or given to participants in our 2011 stock option
  plan as specified by Rule 428(b)(1) under the Securities Act of 1933. Such
  documents are not being filed with the Securities and Exchange Commission, but
  constitute, along with the documents incorporated by reference into this
  registration statement, a prospectus that meets the requirements of Section
  10(a) of the Securities Act of 1933.
  3
  Reoffer Prospectus
  3,260,000
  Enertopia Corporation
  Common Stock
  _________________________________
  The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 3,260,000 of our common stock issued or issuable upon
  exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2011 stock option plan.
  The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices.
  The selling stockholders and any brokers executing selling
  orders on their behalf may be deemed to be "underwriters" within the meaning of
  the Securities Act of 1933, in which event commissions received by such brokers
  may be deemed to be underwriting commissions under the Securities Act of 1933.
  We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. We will pay for
  expenses of this offering, except that the selling stockholders will pay any
  broker discounts or commissions or equivalent expenses and expenses of their
  legal counsel applicable to the sale of their shares.
  Our common stock is quoted on the Financial Industry Regulatory
  Authority's OTC Bulletin Board under the symbol "ENRT" and on the Canadian
  National Stock Exchange under the symbol "TOP". On June 24, 2011, the closing
  price of our common stock on the OTC Bulletin Board was $0
  .
  27 per share
  and on the Canadian National Stock Exchange was $0.23.
  _________________________________
  Investing in our common stock involves risks. See "Risk
  Factors" beginning on page 7.
  _________________________________
  Neither the Securities and Exchange Commission nor any state
  securities commission has approved or disapproved of these securities or
  determined if this prospectus is truthful or complete. Any representation to the
  contrary is a criminal offense.
  _________________________________
  The date of this reoffer prospectus is June 28, 2011.
  4
  Table of Contents
  Page
        Number
  Prospectus Summary
  6
  Risk
        Factors
  7
  Risks Associated With Mining
  8
  Risks
        Associated with Renewable Energy
  9
  Risks Associated with Our Company
  12
  Risks Associated with Our Common Stock
  12
  Forward-Looking Statements
  13
  The
        Offering
  14
  Use of Proceeds
  14
  Determination of
        Offering Price
  14
  Selling Stockholders
  14
  Plan of
        Distribution
  16
  Experts and Counsel
  18
  Interest of Named
        Experts and Counsel
  18
  Material Changes
  18
  Incorporation of
        Certain Information by Reference
  18
  Where You Can Find More Information
  19
  5
  In this reoffer prospectus, unless otherwise specified, all
  dollar amounts are expressed in United States dollars and all references to
  "common shares" refer to the common shares in our capital stock. As used in this
  reoffer prospectus, unless otherwise specified, the terms "we", "us", "our" mean
  Enertopia Corporation, a Nevada corporation and/or our wholly-owned
  subsidiaries, where applicable.
  Prospectus Summary
  Our Business
  We are a development/exploration stage company that has not yet
  generated or realized significant revenues from our business operations. To
  date, we have only generated nominal revenues from our renewable energy
  operations and our previously owned oil and gas assets.
  We currently have two business divisions:
  1.
  our mineral property exploration division is focused on
        natural resource acquisitions and exploration; and
  2.
  our renewable energy division is pursuing business
        opportunities in several cleantech sectors, including: Solar PV
        (Photovoltaic), Solar Thermal (Hot Water), Energy Retrofits and Recovery,
        and Solar powered Filtered Drinking Water.
  Mineral Property Exploration and Acquisition Division
  We currently hold an interest in a mineral property known as
  the Copper Hills property located in the State of New Mexico, USA. A brief
  description of the option agreement follows.
  On January 31, 2011, we entered into a letter of intent with
  Wildhorse Copper Inc. and its wholly owned subsidiary Wildhorse Copper (AZ) Inc.
  (collectively, the "Optionors") and paid a US$7,500 deposit to the Optionors. On
  April 11, 2011, we entered into a Mineral Purchase Option Agreement with the
  Optionors respecting an option to earn a 100% interest, subject to a 1% NSR
  capped to a maximum of $2,000,000 on one claim, in a property known as the
  Copper Hills property. The Copper Hills property is comprised of 56 located
  mining claims covering a total of 1,150 acres located in New Mexico, USA. The
  Optionors hold the Copper Hills property directly and indirectly through
  property purchase agreements between the Optionors and third parties. Pursuant
  to the mineral purchase option agreement, the Optionors have assigned the
  indirect agreements to our company. In order to earn the interest in the Copper
  Hills property, we are required to make aggregate cash payments of $591,650 over
  an eight year period and issue an aggregate of 1,000,000 shares of our common
  stock over a three year period. On April 11, 2011, we made aggregate cash
  payments of $54,150 and issued 500,000 shares to the Optionors.
  We have not determined whether our property contains any
  mineral reserve. A mineral reserve is defined by the Securities and Exchange
  Commission in its Industry Guide 7 (which can be viewed over the Internet at
  http://www.sec.gov/about/forms/industryguides.pdf
  ) as that part of a
  mineral deposit which could be economically and legally extracted or produced at
  the time of the reserve determination.
  We have not begun significant operations and are considered an
  exploration stage company, as that term is defined in Industry Guide 7.
  Renewable Energy Division
  We currently hold minority equity investments in Pro Eco Energy
  USA Ltd. and Global Solar Water Power Systems Inc.
  6
  Pro Eco Energy USA Ltd., a clean technology energy company
  involved in designing, developing and installing solar energy solutions for
  commercial and residential customers.
  One of Global Solar Water Power Systems Inc.'s business lines
  is the business of developing and manufacturing a portable solar powered trailer
  mounted water purification units that can be delivered and operated nearly
  anywhere in the world and can provide a village, resort, or remote work-camps
  with all their drinking water and domestic water requirements.
  We have generated nominal revenues from operations since our
  inception. Such revenues were derived from our renewable energy operations and
  our previously owned oil and gas assets. We incurred a net loss of $2,995,141
  during the year ended August 31, 2010 and a net loss of $451,549 during the
  six-month period ended February 28, 2011. From inception through February 28,
  2011, we have incurred a net loss of $4,670,163. We anticipate that we will
  continue to incur losses without generating any significant revenues from
  operations unless and until we are able to increase our clean energy operations
  or we are able to identify a mineral resource in a commercially exploitable
  quantity on our mineral property and build and operate a mine, and there can be
  no assurance that we will ever be able to do so. In their report on our
  financial statements for the year ended August 31, 2010, our independent
  auditors included an explanatory paragraph expressing concern about our ability
  to continue as a going concern.
  Our principal offices are located at Suite 950, 1130 West
  Pender Street, Vancouver, British Columbia V6E 4A4. Our telephone number is
  (604) 602-1633.
  The Offering
  The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 3,260,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2011 stock option plan.
  The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices.
  Number of Shares Outstanding
  There were 24,643,865 shares of our common stock issued and
  outstanding as at June 28, 2011.
  Use of Proceeds
  We will not receive any proceeds from the sale of any shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options by the selling stockholders. If we receive
  proceeds upon exercise of these stock options, we intend to use these proceeds
  for working capital and general corporate purposes.
  Risk Factors
  An investment in our common stock involves a number of very
  significant risks. You should carefully consider the following risks and
  uncertainties in addition to other information in this prospectus in evaluating
  our company and our business. Our business, operating results and financial
  condition could be seriously harmed as a result of the occurrence of any of the
  following risks. You could lose all or part of your investment due to any of
  these risks. You should invest in our common stock only if you can afford to
  lose your entire investment.
  7
  Risks Associated With Mining
  Our property is in the exploration stage. There is no assurance that we can establish the existence of any mineral reserve on our property. Unless and until we can do so, we cannot earn any revenues from operations and if we do not do so we
  may lose all of the funds that we have spent on exploration. If we do not discover any mineral reserve, our business may fail.
  Despite commencing exploration work on our mineral property, we have not established that it contains any mineral reserve, nor can there be any assurance that we will be able to do so. If we do not, our business may fail.
  A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at
  http://www.sec.gov/about/forms/industryguides.pdf
  ) as that part of a mineral deposit which could be
  economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's
  Industry Guide 7 is extremely remote; in all probability none of our mineral resource properties contains any 'reserve' and any funds that we spend on exploration will probably be lost.
  The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a
  smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.
  Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral
  resource. If we cannot exploit any mineral resource that we discover on our property, our business may fail.
  Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development,
  mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or
  maintain any of the permits required for the continued exploration of our mineral property or for the construction and operation of a mine on our property at an economically viable cost. If we cannot accomplish these objectives, our business could
  fail. Although we believe that we are in compliance with all material laws and regulations that currently apply to our activities, we can give no assurance that we can continue to remain in compliance. Current laws and regulations could be amended
  and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To
  the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral property.
  If we establish the existence of a mineral reserve on our property, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the
  reserve and our business could fail.
  If we do discover a mineral reserve on our property, we will be required to expend substantial sums of money to establish the extent of the reserve, develop processes to extract it and develop extraction and processing facilities and infrastructure.
  Although we may derive substantial benefits from the discovery of a reserve, there can be no assurance that any reserve established will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise
  the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.
  Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an
  adverse impact on our company.
  8
  Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all of the hazards and risks inherent in
  these activities and, if we discover a mineral reserve, our operations could be subject to all of the hazards and risks inherent in the development and production of a mineral reserve, including liability for pollution, cave-ins or similar hazards
  against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these
  operating hazards. The payment of any liabilities that may arise from any such occurrence would likely have a material adverse impact on our company.
  Mineral prices are subject to dramatic and unpredictable fluctuations and the economic
  viability of our exploration property cannot be accurately predicted.
  We expect to derive revenues, if any, either from the sale of our mineral property or from the extraction and sale of base metals such copper. The price of this commodity has fluctuated widely in recent years and is affected by numerous factors
  beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to
  new extraction developments and improved extraction and production methods. The effect of these factors are based on the price of base metals and therefore the economic viability of our exploration property cannot accurately be predicted.
  The mining industry is highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce
  or cease operations.
  The mineral exploration, development, and production industry is largely unintegrated. We may compete with other exploration companies looking for mineral resource properties. Some of these other companies possess greater financial resources and
  technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties
  that might yield reserves or result in commercial mining operations. While we may compete with other exploration companies in the effort to locate and acquire mineral resource properties, we do not believe that we will compete with them for the
  removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral
  products. Therefore, we will likely be able to sell any mineral products that we identify and produce.
  Risks Associated With Renewable Energy
  Changing consumer preferences may negatively affect our operations and financial condition
  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 ethical consideration is also a material factor, there 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.
  A downturn in general economic conditions could have a material adverse effect on our business, financial condition or results of operations
  The willingness of businesses to spend time and money on energy efficiency may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of businesses incurring expenditures on energy efficiency which could
  have a material adverse effect on our business, financial condition or results of operations.
  9
  An increase in competition could have a material adverse affect on our business.
  There are virtually no barriers to entry in the solar PV, solar thermal and energy recovery business sectors. As it is largely unregulated, we may face growing competition from any number of persons or firms who are, or who hold themselves out to
  be, competitors in this field. An increase in competition could have a material adverse effect on our business, financial condition or results of operations.
  A decrease in our quality of service or in industry practices could have a material adverse affect on our financial condition and results of operations
  Demand for our services may be adversely affected if consumers lose confidence in the quality of our services or the industry's practices. Adverse publicity may discourage businesses from buying our services and could have a material adverse
  effect on our financial condition and results of operations.
  Unethical Business Practices
  We may suffer negative publicity if we, any third party contractors we may engage, or any of our customers for whom we have implemented changes, are found to engage in any environmentally insensitive practices or other business practices that are
  viewed as unethical.
  We currently do not have any significant customers
  We currently have no long-term agreements with any customers. Many of our services may be provided on a "onetime" basis. Accordingly, we will require new customers on a continuous basis to sustain our operations.
  We currently offer most of our services on a fixed price contract. Fixed price contracts can expose us to significant risks with could have a material adverse effect on our business, financial condition or results of operations
  Fixed price contracts require the service provider to perform all agreed services for a specified lump-sum amount. We anticipate a material percentage of our services will be performed on a fixed price basis. Fixed price contracts expose us to some
  significant risks, including under-estimation of costs, ambiguities in specifications, unforeseen costs or difficulties, and delays beyond our control. These risks could lead to losses on contracts which may be substantial and which could adversely
  affect the results of our operations.
  Effectiveness and Efficiency of Advertising and Promotional Expenditures
  The future growth and profitability of our clean energy business sectors will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our
  services, (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 margins. 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 ability to hire and retain personnel will be an important factor in the success of our business and a failure to hire and retain personnel may result in our inability to manage and implement our business plan.
  We will depend on our ability to attract, retain and motivate our management team, consultants and other employees. There is strong competition for qualified technical and management personnel in the renewable energy sector, and it is expected that
  such competition will increase. Our planned growth will place increased demands on our existing 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. Failure to retain or attract such personal could have a material adverse affect on our business.
  10
  We will require additional financing to develop our business plan and a failure to do so could result in our business failing.
  Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful 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.
  Our failure to obtain all of the licenses necessary to operate our business could have a material adverse affect on our business.
  Our operations may require licenses and permits from various governmental authorities to build and install alternative energy systems or to conduct energy retrofits. We believe that we will be able to obtain all necessary licenses and permits under
  applicable laws and regulations for our operations and believe we will be able to comply in all material respects with the terms of such licenses and permits. 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. Our inability to obtain such licenses could have a material adverse affect on our business.
  Changes in environmental regulations.
  We believe that we currently comply with existing environmental laws and regulations affecting our proposed operations. While there are no currently known proposed changes in these laws or regulations, significant changes have affected the industry
  in the past and additional changes may occur in the future.
  Our operations may be subject to environmental laws, regulations and rules promulgated from time to time by government. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental
  legislation is evolving in a manner that means stricter standards and enforcement. Fines and penalties for non-compliance are 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.
  If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price.
  Our success depends in large part on the continued services of our executive officers and third party relationships. We 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 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.
  11
  Risks Associated with Our Company
  We have a limited operating history with losses and we expect the losses to continue, which raises concerns about our ability to continue as a going concern.
  We have generated minimal revenues since our inception and will, in 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 be able to ever become profitable. These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage.
  We will require additional financing to develop our business plan.
  Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful 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.
  Because the majority of our officers and directors are located outside of the United States, you may have no effective recourse against them for misconduct and you may not be able to enforce judgment and civil liabilities against them.
  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 their 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 officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
  Risks Associated with Our Common Stock
  Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and the FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.
  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 share, subject to certain exceptions. Our securities are covered by the penny stock rules, which 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 with a net worth in excess of $1,000,000 or annual income exceeding
  $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 SEC 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 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. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.
  12
  In addition to the "penny stock" rules promulgated by the
  Securities and Exchange Commission, the Financial Industry Regulatory Authority
  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, the Financial Industry Regulatory Authority believes that there
  is a high probability that speculative low-priced securities will not be
  suitable for at least some customers. The Financial Industry Regulatory
  Authority 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.
  Forward-Looking Statements
  This reoffer prospectus contains forward-looking statements.
  Forward-looking statements are projections of events, revenues, income, future
  economic performance or management's plans and objectives for future operations.
  In some cases, you can identify forward-looking statements by the use of
  terminology such as "may", "should", "expect", "plan", "anticipate", "believe",
  "estimate", "predict", "potential" or "continue" or the negative of these terms
  or other comparable terminology. Examples of forward-looking statements made in
  this prospectus include statements about:
  Our future exploration programs and results,
  Our future plans with respect to our renewable energy division;
  Our future plans with respect to our mining division;
  Our future capital expenditures, and
  Our future investments in and acquisitions of mineral resource properties.
  These statements are only predictions and involve known and
  unknown risks, uncertainties and other factors, including:
  General economic and business conditions,
  Exposure to market risks in our financial instruments,
  Fluctuations in worldwide prices and demand for minerals,
  Fluctuations in the levels of our exploration and development activities,
  Risks associated with mineral resource exploration and development
    activities,
  Risks associated with renewable energy,
  Competition for resource properties and infrastructure in the mineral
    exploration industry,
  Competition in the renewable energy industry,
  Technological changes and developments in the mineral exploration and
    mining industry,
  Technological changes and developments in the renewable energy industry,
  Regulatory uncertainties and potential environmental liabilities, and
  The risks in the section of this prospectus entitled "Risk Factors",
  any of which may cause our company's 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.
  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. Except as required by applicable
  law, including the securities laws of the United States and Canada, we do not
  intend to update any of the forward-looking statements to conform these
  statements to actual results.
  13
  The Offering
  The selling stockholders identified in this reoffer prospectus
  may offer and sell up to 3,260,000 shares of our common stock issued or issuable
  upon exercise of stock options. We granted the stock options to such selling
  stockholders pursuant to our 2011 stock option plan.
  Use of Proceeds
  We will not receive any proceeds from the sale of the shares of
  our common stock by the selling stockholders. We may, however, receive proceeds
  upon exercise of the stock options granted to the selling stockholders. If we
  receive proceeds upon exercise of stock options, we intend to use these proceeds
  for working capital and general corporate purposes.
  Determination of Offering Price
  The selling stockholders may sell all or a portion of the
  shares being offered pursuant to this reoffer prospectus at fixed prices, at
  prevailing market prices at the time of sale, at varying prices or at negotiated
  prices.
  Selling Stockholders
  The selling stockholders may offer and sell, from time to time,
  any or all of shares of our common stock issued or issuable upon exercise of the
  stock options granted pursuant to our 2011 stock option plan.
  The following table sets forth certain information regarding
  the beneficial ownership of shares of common stock by the selling stockholders
  as of June 24, 2011 and the number of shares of our common stock being offered
  pursuant to this reoffer prospectus. We believe that the selling stockholders
  have sole voting and investment powers over their shares.
  Because the selling stockholders may offer and sell all or only
  some portion of the 3,260,000 shares of our common stock being offered pursuant
  to this reoffer prospectus, the numbers in the table below representing the
  amount and percentage of these shares of our common stock that will be held by
  the selling stockholders upon termination of the offering are only estimates
  based on the assumption that each selling stockholder will sell all of his
  shares of our common stock being offered in the offering.
  None of the selling stockholders is a broker-dealer or an
  affiliate of a broker-dealer. We may require the selling stockholders to suspend
  the sales of the shares of our common stock being offered pursuant to this
  reoffer prospectus upon the occurrence of any event that makes any statement in
  this reoffer prospectus or the related registration statement untrue in any
  material respect or that requires the changing of statements in those documents
  in order to make statements in those documents not misleading.
  Name of
  Selling
        Stockholder
  Shares Owned
  by the
  Selling
  Stockholder
  before
        the
  Offering
  (1)
  Total Shares
  Offered
  in the Offering
  Number of Shares
        to Be Owned
  by Selling Stockholder
  and Percent
  of
  Total Issued
  and Outstanding
  Shares
  After the Offering
  (1)
  # of
  Shares
  (2)
  % of
  Class
  (2),(3)
  Robert McAllister
  (4)
  3,275,000
  (5)
  705,000
  2,570,000
  10.43%
  Christopher Bunka
  (6)
  4,342,666
  (7)
  705,000
  3,637,666
  14.76%
  Dr. Gerald Carlson
  (8)
  642,740
  (9)
  300,000
  342,740
  1.39%
  14
  Bal
        Bhullar
  (10)
  502,000
  (11)
  500,000
  2,000
  *
  Mark
        Snyder
  (12)
  700,000
  (13)
  200,000
  500,000
  2.03%
  Randy
        Woods
  (14)
  100,000
  (15)
  100,000
  -
  *
  Tom
        Ihrke
  (16)
  290,625
  (17)
  150,000
  140,625
  *
  Don
        Findlay
  (18)
  202,000
  (19)
  200,000
  2,000
  *
  Joe
        Sandberg
  (20)
  150,000
  (21)
  150,000
  -
  *
  Greg
        Dawson
  (22)
  250,000
  (23)
  250,000
  -
  *
  Totals
  3,260,000
  Notes
  * Less than 1%.
  (1)
  Beneficial ownership is determined in accordance with
        Securities and Exchange Commission rules and generally includes voting or
        investment power with respect to shares of common stock. Shares of common
        stock subject to options, warrants and convertible preferred stock
        currently exercisable or convertible, or exercisable or convertible within
        60 days, are counted as outstanding for computing the percentage of the
        person holding such options, warrants or convertible preferred stock but
        are not counted as outstanding for computing the percentage of any other
        person.
  (2)
  We have assumed that the selling stockholders will sell
        all of the shares being offered in this offering.
  (3)
  Based on 24,643,865 shares of our common stock issued and
        outstanding as of June 24, 2011. Shares of our common stock being offered
        pursuant to this reoffer prospectus by a selling stockholder are counted
        as outstanding for computing the percentage of that particular selling
        stockholder but are not counted as outstanding for computing the
        percentage of any other person.
  (4)
  Mr. McAllister is our President and a director of our
        company.
  (5)
  Represents 2,570,000 shares of common stock and 705,000
        stock options to acquire an aggregate of 705,000 shares of common stock,
        of which 150,000 are exercisable at $0.20 per share until December 14,
        2012, 100,000 are exercisable at $0.10 per share until October 22, 2014,
        200,000 are exercisable at $0.10 per share until December 30, 2014, and
        255,000 are exercisable at $0.15 per share until February 14,
    2016.
  (6)
  Mr. Bunka is our Chief Executive Officer a director of
        our company.
  (7)
  Represents 800,000 shares of common stock held directly
        by Mr. Bunka, 2,304,333 shares held in the name of C.A.B. Financial
        Services and 333,333 warrants held in the name of C.A.B. Financial
        Services and 200,000 shares held in 0743608 BC Ltd., for which Chris Bunka
        is the sole beneficiary of both companies. Mr. Bunka also holds 705,000
        stock options to acquire an aggregate of 705,000 shares of common stock,
        of which 150,000 are exercisable at $0.20 per share until December 14,
        2012, 100,000 are exercisable at $0.10 per share until October 22, 2014,
        200,000 are exercisable at $0.10 per share until December 30, 2014,
        255,000 are exercisable at $0.15 per share until February 14,
    2016.
  (8)
  Dr. Gerald Carlson is a director of our
  company.
  (9)
  Represents 342,740 shares of common stock and 300,000
        stock options to acquire an aggregate of 350,000 shares of common stock,
        of which 100,000 are exercisable at $0.20 per share until December 14,
        2012, 100,000 are exercisable at $0.10 per share until October 22, 2014,
        50,000 are exercisable at $0.10 per share until December 30, 2014, 100,000
        are exercisable at $0.15 per share until February 14, 2016.
  (10)
  Ms. Bhullar is our Chief Financial
    Officer.
  15
  (11)
  Represents 1,000 shares of common stock, 1,000
        warrants and 500,000 stock options to acquire an aggregate of 500,000
        shares of common stock, of which 100,000 are exercisable at $0.10 per
        share until October 22, 2014, 100,000 are exercisable at $0.10 per share
        until December 30, 2014, 300,000 are exercisable at $0.15 per share until
        February 14, 2016.
  (12)
  Mr. Snyder is our Chief Technical Officer.
  (13)
  Represents 500,000 shares of common stock and
        200,000 stock options to acquire an aggregate of 200,000 shares of common
        stock, of which 100,000 are exercisable at $0.10 per share until October
        22, 2014 and 100,000 are exercisable at $0.10 per share until December 30,
        2014..
  (14)
  Mr. Woods is an Advisor to our Company.
  (15)
  Represents 0 shares of common stock and 100,000
        stock options to acquire 100,000 shares of common stock, which 100,000 are
        exercisable at $0.20 per share until November 8, 2015.
  (16
  Mr. Ihrke is an advisor of our company.
  (17)
  Represents 140,625shares of common stock and
        150,000 stock options to acquire an aggregate of 150,000 shares of common
        stock, of which 150,000 are exercisable at $0.20 per share until August
        23, 2015.
  (18)
  Mr. Findlay is a Director of our Company
  (19)
  Represents 1,000 shares of common stock, 1,000
        warrants and 200,000 stock options to acquire 200,000 shares of common
        stock, of which 150,000 are exercisable at $0.15 per share until March 10,
        2016 and 50,000 are exercisable at $0.25 per share until June 2, 2016.
  (20)
  Mr. Sandberg is an Advisor of our Company.
  (21)
  Represents 0 shares of common stock and 150,000 stock
        options to acquire 150,000 shares of common stock, which 150,000 are
        exercisable at $0.18 per share until March 16, 2016.
  (22)
  Mr. Dawson is a Director of our Company.
  (23)
  Represents 0 shares of common stock and 250,000 stock
        options to acquire 250,000 shares of common stock , of which 250,000 are
        exercisable at $0.25 per share until June 2, 2016.
  Plan of Distribution
  The selling stockholders may, from time to time, sell all or a
  portion of the shares of our common stock on any market upon which our common
  stock may be listed or quoted (currently Financial Industry Regulatory
  Authority's OTC Bulletin Board and the Canadian National Stock Exchange), in
  privately negotiated transactions or otherwise. Such sales may be at fixed
  prices prevailing at the time of sale, at prices related to the market prices or
  at negotiated prices. The shares of our common stock being offered for resale
  pursuant to this reoffer prospectus may be sold by the selling stockholders by
  one or more of the following methods, without limitation:
  1.
  block trades in which the broker or dealer so engaged
        will attempt to sell the shares of our common stock as agent but may
        position and resell a portion of the block as principal to facilitate the
        transaction;
  2.
  purchases by broker or dealer as principal and resale by
        the broker or dealer for its account pursuant to this reoffer
        prospectus;
  3.
  an exchange distribution in accordance with the rules of
        the exchange or quotation system;
  4.
  ordinary brokerage transactions and transactions in which
        the broker solicits purchasers;
  16
  5.
  privately negotiated transactions;
  6.
  market sales (both long and short to the extent permitted
        under the federal securities laws);
  7.
  at the market to or through market makers or into an
        existing market for the shares;
  8.
  through transactions in options, swaps or other
        derivatives (whether exchange listed or otherwise); and
  9.
  a combination of any aforementioned methods of
      sale.
  In the event of the transfer by any of the selling stockholders
  of his shares of our common stock or stock options to any pledgee, donee or
  other transferee, we will amend this reoffer prospectus and the registration
  statement of which this reoffer prospectus forms a part by the filing of a
  post-effective amendment in order to have the pledgee, donee or other transferee
  in place of the selling stockholder who has transferred his shares.
  In effecting sales, brokers and dealers engaged by the selling
  stockholders may arrange for other brokers or dealers to participate. Brokers or
  dealers may receive commissions or discounts from a selling stockholder or, if
  any of the broker-dealers act as an agent for the purchaser of such shares, from
  a purchaser in amounts to be negotiated which are not expected to exceed those
  customary in the types of transactions involved. Broker-dealers may agree with a
  selling stockholder to sell a specified number of the shares of our common stock
  at a stipulated price per share. Such an agreement may also require the
  broker-dealer to purchase as principal any unsold shares of our common stock at
  the price required to fulfill the broker-dealer commitment to the selling
  stockholder if such broker-dealer is unable to sell the shares on behalf of the
  selling stockholder. Broker-dealers who acquire shares of our common stock as
  principal may thereafter resell the shares of our common stock from time to time
  in transactions which may involve block transactions and sales to and through
  other broker-dealers, including transactions of the nature described above. Such
  sales by a broker-dealer could be at prices and on terms then prevailing at the
  time of sale, at prices related to the then-current market price or in
  negotiated transactions. In connection with such resale, the broker-dealer may
  pay to or receive from the purchasers of the shares commissions as described
  above.
  The selling stockholders and any broker-dealers or agents that
  participate with the selling stockholders in the sale of the shares of our
  common stock may be deemed to be "underwriters" within the meaning of the
  Securities Act of 1933 in connection with these sales. In that event, any
  commissions received by the broker-dealers or agents and any profit on the
  resale of the shares of common stock purchased by them may be deemed to be
  underwriting commissions or discounts under the Securities Act of 1933.
  From time to time, any of the selling stockholders may pledge
  shares of our common stock pursuant to the margin provisions of customer
  agreements with brokers. Upon a default by a selling stockholder, his broker may
  offer and sell the pledged shares of our common stock from time to time. Upon a
  sale of the shares of our common stock, we believe that the selling stockholders
  will satisfy the prospectus delivery requirements under the Securities Act of
  1933. We will file any amendments or other necessary documents in compliance
  with the Securities Act of 1933 which may be required in the event any of the
  selling stockholders defaults under any customer agreement with brokers.
  To the extent required under the Securities Act of 1933, a
  post-effective amendment to the registration statement of which this reoffer
  prospectus forms a part will be filed disclosing the name of any broker-dealers,
  the number of shares of our common stock involved, the price at which our common
  stock is to be sold, the commissions paid or discounts or concessions allowed to
  such broker-dealers, where applicable, that such broker-dealers did not conduct
  any investigation to verify the information set out or incorporated by reference
  in this reoffer prospectus and other facts material to the transaction.
  We and the selling stockholders will be subject to applicable
  provisions of the Securities Exchange Act of 1934 and the rules and regulations
  under it, including, without limitation, Rule 10b-5 and, insofar as a selling
  stockholder is a distribution participant and we, under certain circumstances,
  may be a distribution participant, under Regulation M. All of the foregoing may
  affect the marketability of our common stock.
  17
  All expenses for this reoffer prospectus and related
  registration statement including legal, accounting, printing and mailing fees
  are and will be borne by us. Any commissions, discounts or other fees payable to
  brokers or dealers in connection with any sale of the shares of common stock
  will be borne by the selling stockholders, the purchasers participating in such
  transaction, or both.
  Any shares of our common stock being offered pursuant to this
  reoffer prospectus which qualify for sale pursuant to Rule 144 under the
  Securities Act of 1933, may be sold under Rule 144 rather than pursuant to this
  reoffer prospectus.
  Experts and Counsel
  Our financial statements for the years ended August 31, 2010
  and 2009 incorporated in this reoffer prospectus by reference from our annual
  report on Form 10-K for the year ended August 31, 2010 filed with the Securities
  and Exchange Commission on November 29, 2010 have been audited by Chang Lee LLP
  Chartered Accountants which are incorporated herein by reference, and have been
  so incorporated in reliance upon such report given upon the authority of said
  firm as experts in auditing and accounting.
  On June 1, 2011 Chang Lee LLP amalgamated MNP LLP, of Suite
  2300 – 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1J1.
  W.L. Macdonald Law Corporation, of Suite 400 – 570 Granville
  Street, Vancouver, British Columbia V6C 3P1, Canada has provided an opinion on
  the validity of the shares of our common stock being offered pursuant to this
  reoffer prospectus.
  Interest of Named Experts and Counsel
  No expert named in the registration statement of which this
  reoffer prospectus forms a part as having prepared or certified any part thereof
  (or is named as having prepared or certified a report or valuation for use in
  connection with such registration statement) or counsel named in this reoffer
  prospectus as having given an opinion upon the validity of the securities being
  offered pursuant to this reoffer prospectus or upon other legal matters in
  connection with the registration or offering such securities was employed for
  such purpose on a contingency basis. Also at the time of such preparation,
  certification or opinion or at any time thereafter, through the date of
  effectiveness of such registration statement or that part of such registration
  statement to which such preparation, certification or opinion relates, no such
  person had, or is to receive, in connection with the offering, a substantial
  interest, direct or indirect, in our company or any of its parents or
  subsidiaries. Nor was any such person connected with our company or any of its
  parents or subsidiaries as a promoter, managing or principal underwriter, voting
  trustee, director, officer or employee.
  Material Changes
  There have been no material changes to the affairs of our
  company since August 31, 2010 which have not previously been described in a
  report on Form 10-Q or Form 8-K filed with the Securities and Exchange
  Commission.
  Incorporation of Certain Information by Reference
  The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this reoffer prospectus
  by reference:
  1.
  Our annual report on Form 10-K for the year ended August
        31, 2010 filed on November 29, 2010;
  2.
  Our quarterly reports on Form 10-Q filed on January 14,
        2011 and April 14, 2011;
  3.
  Our current reports on Form 8-K filed on February 2,
        2011, February 15, 211, March 3, 2011, March 10, 2011, March 16, 2011,
        April 6, 2011, April 12, 2011, April 21, 2011, April 28, 2011, June 6,2011
        and June 23, 2011;
  4.
  Our proxy statement on Schedule 14A filed on March 9,
        2011; and
  5.
  The description of our common stock contained in our
        registration statement on Form SB-2/A filed on March 21, 2006, as amended
        by our current reports on Form 8-K filed on September 25, 2009 and March
        4, 2010, including any amendments or reports filed for the purpose of
        updating such description.
  18
  In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to the
  registration statement of which this reoffer prospectus forms a part have been
  sold or deregistering all securities then remaining unsold, will be deemed to be
  incorporated by reference into this reoffer prospectus and to be part hereof
  from the date of filing of such documents. Any statement contained in a document
  incorporated by reference in this reoffer prospectus will be deemed to be
  modified or superseded for purposes of this reoffer prospectus to the extent
  that a statement contained in this reoffer prospectus or in any subsequently
  filed document that is also incorporated by reference in this reoffer prospectus
  modifies or supersedes such statement. Any statement so modified or superseded
  will not be deemed, except as so modified or superseded, to constitute a part of
  this reoffer prospectus.
  Where You Can Find More Information
  We will provide to each person, including any beneficial owner,
  to whom this reoffer prospectus is delivered, a copy of any or all of the
  information that has been incorporated by reference into this reoffer prospectus
  but not delivered with this reoffer prospectus, upon written or oral request of
  such person at no cost to such person. Please send us such request by writing or
  calling at Enertopia Corporation, #950 – 1130 West Pender Street, Vancouver,
  British Columbia V6E 4A4, Canada; telephone: (604) 602-1633.
  We file annual, quarterly and current reports, proxy statements
  and other information with the Securities and Exchange Commission. Such filings
  are available to the public over the internet at the Securities and Exchange
  Commission's website at http://www.sec.gov. The public may also read and copy
  any materials we file with the Securities and Exchange Commission at its public
  reference room at 100 F Street, N.E. Washington, D.C. 20549. The public may
  obtain information on the operation of the public reference room by calling the
  Securities and Exchange Commission at 1-800-SEC-0330.
  We have filed with the Securities and Exchange Commission a
  registration statement on Form S-8 under the Securities Act of 1933 with respect
  to the securities offered under this reoffer prospectus. This reoffer
  prospectus, which forms a part of that registration statement, does not contain
  all information included in the registration statement. Certain information is
  omitted and you should refer to the registration statement and its exhibits.
  You should only rely on the information incorporated by
  reference or provided in this reoffer prospectus or any supplement. We have not
  authorized anyone else to provide you with different information. This reoffer
  prospectus does not constitute an offer to sell or a solicitation of an offer to
  buy any of the securities offered hereby by anyone in any jurisdiction in which
  such offer or solicitation is not authorized or in which the person making such
  offer or solicitation is not qualified to do so or to any person to whom it is
  unlawful to make such offer or solicitation. You should not assume that the
  information in this reoffer prospectus or any supplement is accurate as of any
  date other than the date of this reoffer prospectus.
  19
  3,260,000
  Enertopia Corporation
  Common Stock
  _________________________________
  Prospectus
  _________________________________
  June
  28, 2011
  20
  Part II
  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  Item 3. Incorporation of Documents by Reference.
  The following documents filed by our company with the
  Securities and Exchange Commission are incorporated into this registration
  statement by reference:
  1.
  Our annual report on Form 10-K for the year ended August
        31, 2010 filed on November 29, 2010;
  2.
  Our quarterly reports on Form 10-Q filed on January 14,
        2011 and April 14, 2011;
  3.
  Our current reports on Form 8-K filed on February 2,
        2011, February 15, 211, March 3, 2011, March 10, 2011, March 16, 2011,
        April 6, 2011, April 12, 2011, April 21, 2011, April 28, 2011, June 6,2011
        and June 23, 2011;
  4.
  Our proxy statement on Schedule 14A filed on March 9,
        2011; and
  5.
  The description of our common stock contained in our
        registration statement on Form SB-2/A filed on March 21, 2006, as amended
        by our current reports on Form 8-K filed on September 25, 2009 and March
        4, 2010, including any amendments or reports filed for the purpose of
        updating such description.
  In addition to the foregoing, all documents that we
  subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, prior to the filing of a post-effective
  amendment indicating that all of the securities offered pursuant to this
  registration statement have been sold or deregistering all securities then
  remaining unsold, will be deemed to be incorporated by reference into this
  registration statement and to be part hereof from the date of filing of such
  documents. Any statement contained in a document incorporated by reference in
  this registration statement will be deemed to be modified or superseded for
  purposes of this registration statement to the extent that a statement contained
  in this registration statement or in any subsequently filed document that is
  also incorporated by reference in this registration statement modifies or
  supersedes such statement. Any statement so modified or superseded will not be
  deemed, except as so modified or superseded, to constitute a part of this
  registration statement.
  Item 4. Description of Securities.
  Not applicable.
  Item 5. Interests of Named Experts and Counsel.
  No expert named in this registration statement as having
  prepared or certified any part thereof (or is named as having prepared or
  certified a report or valuation for use in connection with this registration
  statement) or counsel named in this registration statement as having given an
  opinion upon the validity of the securities being offered pursuant to this
  registration statement or upon other legal matters in connection with the
  registration or offering such securities was employed for such purpose on a
  contingency basis. Also at the time of such preparation, certification or
  opinion or at any time thereafter, through the date of effectiveness of such
  registration statement or that part of such registration statement to which such
  preparation, certification or opinion relates, no such person had, or is to
  receive, in connection with the offering, a substantial interest, direct or
  indirect, in our company or any of its parents or subsidiaries. Nor was any such
  person connected with our company or any of its parents or subsidiaries as a
  promoter, managing or principal underwriter, voting trustee, director, officer
  or employee.
  21
  Item 6. Indemnification of Directors and Officers.
  Nevada Revised Statutes provide that:
  a corporation may indemnify any person who was or
  is a party or is threatened to be made a party to any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative or
  investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
  employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suit or proceeding if he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his or her conduct was unlawful;
  a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact
  that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
  enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a
  manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent
  jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of
  competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
  to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must
  indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense.
  Nevada Revised Statutes provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The
  determination must be made:
  by our stockholders;
  by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
  if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
  if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
  by court order.
  Nevada Revised Statutes provide that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a
  director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
  22
  Our bylaws provide that:
  our directors must cause our company to indemnify a director or former
    director of our company and our directors may cause our company to indemnify a
    director or former director of a corporation of which our company is or was a
    shareholder and the heirs and personal representatives of any such person
    against all costs, charges and expenses, including an amount paid to settle an
    action or satisfy a judgment, actually and reasonably incurred by him or them
    including an amount paid to settle an action or satisfy a judgment inactive
    criminal or administrative action or proceeding to which he is or they are
    made a party by reason of his or her being or having been a director of our
    company or a director of such corporation, including an action brought by us
    or another corporation. Each director of our company on being elected or
    appointed is deemed to have contracted with our company on the terms of the
    foregoing indemnity;
  our directors may cause our company to indemnify an officer, employee or
    agent of our company or of a corporation of which our company is or was a
    shareholder (notwithstanding that he is also a director of our company), and
    his or her heirs and personal representatives against all costs, charges and
    expenses incurred by him or them and resulting from his or her acting as an
    officer, employee or agent of our company or another corporation. In addition
    we must indemnify the Secretary or an Assistance Secretary of our company (if
    he is not a full time employee of our company and notwithstanding that he is
    also a director of our company), and his or her respective heirs and legal
    representatives against all costs, charges and expenses incurred by him or
    them and arising out of the functions assigned to the Secretary by the Nevada
    corporate law, or our articles of incorporation and each such Secretary and
    Assistant Secretary, on being appointed is deemed to have contracted with our
    company on the terms of the foregoing indemnity; and
  Our directors may cause our company to purchase and maintain
  insurance for the benefit of a person who is or was serving as a director,
  officer, employee or agent of our company or as a director, officer, employee or
  agent of a corporation of which our company is or was a shareholder and his or
  her heirs or personal representatives against a liability incurred by him as a
  director, officer, employee or agent.
  Item 7. Exemption from Registration Claimed.
  Not applicable.
  Item 8. Exhibits.
  Exhibit
  Number
  Description
  (4)
  Instruments Defining the
        Rights of Security Holders, including Indentures
  4.1*
  2011 Stock Option Plan
  (5)
  Opinion regarding
        Legality
  5.1*
  Opinion of W.L. Macdonald Law Corporation
        regarding the legality of the securities being registered
  (23)
  Consents of Experts and
        Counsel
  23.1*
  Consent of Chang Lee LLP Chartered Accountants
  23.2*
  Consent of W.L. Macdonald Law
        Corporation (included in Exhibit 5.1)
  *Filed herewith.
  23
  Item 9. Undertakings.
  The undersigned registrant hereby undertakes:
  1. To file, during any period in which
  offers or sales are being made, a post-effective amendment to this registration
  statement:
  i. To include any prospectus required
  by section 10(a)(3) of the Securities Act of 1933;
  ii. To reflect in the prospectus any
  facts or events arising after the effective date of the registration statement
  (or the most recent post-effective amendment thereof) which, individually or in
  the aggregate, represent a fundamental change in the information in the
  registration statement. Notwithstanding the foregoing, any increase or decrease
  in volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Securities and Exchange Commission pursuant to Rule
  424(b) if, in the aggregate, the changes in volume and price represent no more
  than 20% change in the maximum aggregate offering price set forth in the
  "Calculation of Registration Fee" table in the effective registration statement;
  and
  iii. To include any material
  information with respect to the plan of distribution not previously disclosed in
  the registration statement or any material change to such information in the
  registration statement;
  Provided however, that paragraphs
  (1)(i) and (1)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in reports filed with
  or furnished to the Securities and Exchange Commission by the registrant
  pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in the registration statement
  2. That, for the purpose of determining
  any liability under the Securities Act of 1933, each such post-effective
  amendment shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof; and
  3. To remove from registration by means
  of a post-effective amendment any of the securities being registered which
  remain unsold at the termination of the offering.
  The undersigned registrant hereby undertakes that, for purposes
  of determining any liability under the Securities Act of 1933, each filing of
  the registrant's annual report pursuant to section 13(a) or section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer or
  controlling person of the registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Securities
  Act of 1933 and will be governed by the final adjudication of such issue.
  24
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Vancouver, Province of British Columbia, Canada,
  on June 29, 2011.
  Enertopia Corporation
  By:
  /s/
  Robert McAllister
  Robert McAllister
  President and Director
  (Principal Executive Officer)
  Pursuant to the requirements of the Securities Act of 1933,
  this registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  /s/
  Robert McAllister
  Robert McAllister
  President and Director
  (Principal Executive Officer)
  Date:
  June 29, 2011
  /s/
  Bal Bhullar
  Bal Bhullar
  Chief
  Financial Officer
  (Principal Financial Officer)
  Date: June 29,
  2011
  /s/
  Christopher Bunka
  Christopher Bunka
  Chief Executive Officer and Director
  Date: June 29, 2011
  /s/
  Dr. Gerald Carlson
  Dr. Gerald Carlson
  Director
  Date: June 29, 2011
  /s/
  Don Findlay
  Don Findlay
  Director
  Date: June 29, 2011
  /s/
  Greg Dawson
  Greg Dawson
  Director
  Date: June 29, 2011
  25