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    Enertopia Corporation: CORRESP - Filed by newsfilecorp.com

    February 27, 2024

    VIA EDGAR

    Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7410

    Attention: John Coleman

    Dear Sirs:

                    Re: Enertopia Corp. ("we", "us", "our", the "Company")
 Form 10-K for the Fiscal Year Ended August 31, 2023

                     File No. 000-51866

                     Filed November 29, 2023, as amended filed February 1, 2024

    We write in response to your letter of February 16, 2024 regarding the above referenced annual report.  For your ease of reference, our responses to your comments are numbered in a corresponding manner:

    Form 10-K/A for the Fiscal Year ended August 31, 2023

    Properties, page 12

    1. We note your response to prior comment one, indicating that you believe you have complied with Items 1303, 1304, and 1305 of Regulation S-K, in the February 1, 2024 amendment to your Form 10-K, although you also indicate that you do not consider your mining property interest to be material. However, your amendment does not include all of the required information and given the various activities, disclosures and reports referenced in our prior comment, notwithstanding the considerations described in your response, we continue to believe that you are subject to the disclosure requirements in Subpart 1300 due to having material mining operations, based on the definition and assessment provisions in Item 1301(a) and (c) of Regulation S-K.

    Please address the additional comments in this letter by submitting the proposed disclosure revisions that are necessary to provide all of the required information.

    Response: The proposed revisions to the property disclosure are attached hereto.

    2. The following additional information should be provided for the West Tonopah Lithium Exploration Project to comply with Item 1304(b) of Regulation S-K:

    • the location, accurate to within one mile using an easily recognizable coordinate system;

    • the conditions that must be met to retain your mineral property, such as annual payments or fees;

    • a brief summary of the the work completed by the company on the property;

    • the total cost or book value of the property;

    • a brief history of previous operations, including the names of previous operators, insofar as known; and

    • a brief description of any significant encumbrances to the property, including current and future permitting requirements.

    Response: The above additional information has been included in the attached revised disclosure.

    3. Given that you have included estimates of mineral resources in your February 1, 2024 amendment, you will need to obtain and file the technical report summary that supports the disclosure to comply with Item 1302(b)(1) of Regulation S-K.

    Please ensure that the qualified persons engaged to provide the technical report summary are aware of the requirements in Item 601(b)(96) of Regulation S-K, which describes all of the information that must be provided within the report.

    Response: Confirmed

    4. We note that you present a range of mineral resource estimates based on different cut-off grades. Ordinarily, you would need to report mineral resources based on a specific cut-off grade and price, consistent with the guidance pertaining to the work of the qualified person in Item 1302(d) of Regulation S-K, and your disclosures should be consistent with the technical report summary provided by the qualified persons.

    Please modify your disclosures as necessary to remove estimates of resources other than the specific estimates for which the qualified persons have a reasonable basis for establishing the prospects of economic extraction. The qualified persons may retain the incremental analyses of resources at different cut-off grades as part of the disclosures required to address uncertainties by Item 601(b)(96)(iii)(B)(11)(v) of Regulation S-K.

    Your disclosures should be expanded to include the cut-off grade and cut-off grade calculation, point of reference in which the estimates of mineral resources were calculated, the assumptions regarding mineral prices, and the metallurgical recovery factors, to comply with Item 1304(d)(1) of Regulation S-K.

    Please ensure that all material assumptions relating to the modifying factors, price estimates, and scientific and technical information, including the selected cut-off grade and cut-off grade calculation, are current as of the end of your fiscal year, consistent with the guidance in Item 1304(f) of regulation S-K.

    Response: The above revisions and additional information has been included in the attached revised disclosure.

    Yours truly,

    ENERTOPIA CORP.

    Per:   /s/ Robert McAllister

     Robert McAllister

     Chief Executive Officer

    Item 2. Properties

    Executive Offices

    The address of our executive office is #18 1873 Spall Rd., Kelowna, British Columbia V1Y 4R2. Our main telephone number is (250) 870-2219. Our current location provides adequate office space for our purposes at this stage of our development.

    West Tonopah Lithium Exploration Project

    Property Introduction

    The West Tonopah Lithium Project consists of 88 unpatented Lode Mining Claims that are 100% owned by Enertopia and encompass a contiguous land position of approximately 1,818 acers. The Property encompasses all of Sections 19 and 30 Township 42N and Range 4E, and parts of Section 20 Township 42N and Range 4E and Sections 24 and 25 Township 3N Range 41E (Fig. 1). The centroid of the Property in Lambert Conformal projection is at Latitude 38.092867028 and Longitude -117.305668157. The claims were acquired directly from the United States Department of the Interior, Bureau of Land Management. Estimated respective yearly holding fees to the BLM $14,520 and $1,068 to Esmeralda County NV. To date $10,500 has been capitalized to the project and $677,013 in exploration and property expenses have been recorded as mineral exploration expenses.

    The lithium-claystone project occurs within the Big Smoky Valley basin of Esmeralda County, NV, approximately 4 miles (6.4 km) west of the Unincorporated Town of Tonopah. The Property can be accessed via the United States Highway Route 6, a well-maintained paved highway that divides the property into southern and northern portions. Additional road access within the property is via a paved two-lane road that extends north from US 6 and numerous trails located throughout the property. No written records have been located with respect to historic ownership or previous work on the project. However, several historic shallow pits believed to be from uranium exploration in the 1950's, 1960's exist on the project.

    Enertopia has obtained surface authorization rights in the form of a Notice of Intent through the Bureau of Land Management Tonopah Field Office and a current NOI bond for $13,990 is held by the State of Nevada Minerals Division. There are no royalties applicable to the West Tonopah Lode Claims. If mineral extraction were to occur in the future on these claims, the State of Nevada would impose taxes.

    Other State and Federal permits associated with an early exploration stage project include:

        In accordance with Nevada water law, the exploration company/individual must obtain a permit or waiver for the temporary use of water for mineral exploration prior to activities such as drilling. The acquisition of a water permit involves an application to the Nevada Division of Water Resources, which undergoes evaluation based on factors such as water availability, potential conflicts with existing rights, public interest, and impact on domestic wells (http://water.nv.gov).

        Plugging or exploration holes must usually begin within 30 days after data has been collected from the hole.

        Any mineral development or exploration activities conducted under the General Mining law of 1872 on National Forest System lands must be approved pursuant to the Surface management Regulations (36 CFR 228). An operator must provide information describing the proposed activity to the District Ranger (i.e., the approved Exploration Plan of Operations and bond).

        Road Use Permits and other Special Use Permits may be required for access and utilities.

    If the West Tonopah Lithium Project ever advances to the production stage, an updated Plan of Operations with all the construction and mining details needs to be submitted, and approved, by the BLM. A list of State and Federal permits and actions required during planning, development, construction, and before operation of Nevada mines and mills can take place has been summarized by the Nevada Bureau of Mines and Geology (2018).

    Environmental Liabilities

    With respect to environmental liabilities, the Company is subject to compliance with operating, reclamation, and monitoring measures outlined in the BLM's Notice NVN- 101244, and the general and specific performance standards outlined in 43 CFR subpart 3809.420.

    Enertopia is exploring the Miocene-aged Siebert Formation sedimentary and volcaniclastic rocks in the Big Smoky Valley basin for their lithium-claystone potential. During 2021-2023, Enertopia conducted 1) 2021 prospecting and a winkie drill program, and 2) 2022 and 2023 sonic drill programs  that collectively drilled 22 holes to a total depth of 4,913.0 feet (1,497.5 m). The Enertopia exploration program results demonstrate the Siebert Formation is enriched in lithium and that portions of the West Tonopah Lithium Project have a lithium inventory with reasonable prospects of eventual economic extraction. It is the Qualified Person's opinion that the exploration work conducted by Enertopia at the West Tonopah Lithium Project is reasonable and within the standard practices for the evaluation of lithium-claystone deposit type projects.

    Property Location and Access Map Fig 1:

    Claims Location Map Fig 2

    Geological Setting

    Tectonic extension, which began around 17 Ma, formed the Basin and Range Province physiography that is defined by alternating mountain ranges (horsts) and elongated valleys (grabens) attributed to crustal extension and faulting along the western margin of North America. Valleys and low-lying grabens in the Basin and Range Province are filled with sedimentary rocks eroded from nearby mountains, or accumulated evaporite deposits from playa lakes formed within the topographical lows. The Big Smoky Valley represents a drainage divide landform within the Tonopah Basin.

    The Miocene Siebert Formation (17-13 Ma) was derived from volcaniclastic fluvial and lacustrine deposits that include mudstone, siltstone, sandstone, and conglomerate with intercalated pyroclastic flows and tuff. The mineralisation belongs to the lithium-claystone deposit type. The Siebert Formation, and particularly the mudstone dominant horizons, at the Western Tonopah Lithium Project are enriched in lithium. Of 754 sonic drill core samples logged and analyzed by Enertopia, the minimum and maximum lithium values range from below the minimum limit of detection (20 ppm Li) to 1,520 ppm Li with an average value of 583.1 ppm Li.

    Mineral Resource Estimations

    The mineral resource estimation work was conducted in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum definition standards and best practice guidelines, National Instrument 43-101 Standards of Disclosure for Mineral Projects, and in accordance with the requirements of S-K 1300.

    The lithium-claystone resources defined in the technical report are constrained 1) stratigraphically to the Siebert Formation sedimentary and pyroclastic rock strata, and 2) are spatially split into the west and east resource areas divided by a Qualified Person-interpreted north-south trending fault.

    Critical steps in the determination of the lithium-claystone resource model and estimations included:

        Definition of the geology and geometry of the Siebert Formation sedimentary and pyroclastic rocks in the west and east resource areas utilizing a 10 m resolution Digital Elevation Model, and geological information from 5 winkie drillholes and 22 sonic drillholes.

        Lithium grade estimation of the Siebert Formation blocks utilizing 766 lithium assays including 12 and 754 assays from the winkie and Sonic drill programs, respectively. To ensure lithium metal grades were not overestimated, composites were capped to specified maximum values of 1,250 ppm and 670 ppm in the west and east resource areas.

        Based on the drillhole spacing and detail within the 3D geological model, a block model with a block size of 66 x 66 x 10 feet (or 20 m by 20 m in the horizontal directions and 3 m in the vertical direction was generated).

        The Ordinary Kriging (OK) technique was used to estimate the lithium at each parent block within the Siebert Formation wireframe. A two-pass method was employed that used two different search ellipses.

        The West Tonopah Lithium Project is a project of merit in that there is a concentration or occurrence of lithium-claystone in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. A conceptual pit shell based on theoretical, but reasonable, parameters (such as a lithium recovery of 80%) demonstrated that blocks contained within the conceptual pit satisfy the test of reasonable prospects for eventual economic extraction.

        A nominal density of 1.70 g/cm3 was applied to convert the Siebert Formation block volumes to tonnage based on analogous Tonopah- and Siebert Formation-based mineral resource studies.

        In determining the lower cutoff value, the Qualified Person reviewed the Enertopia drill core assay database in conjunction with several lithium-claystone early-and advanced-stage projects in Nevada, including those in the Tonopah region (Fayram et al., 2020; Loveday and Turner, 2020; Cukor et al., 2022; Roth et al., 2022; RESPEC, 2023; Riordan et al., 2023). The QP considers a lower cutoff of 400 ppm Li is reasonable based on publicly available comparative information.

In consideration of Canadian Institute of Mining, Metallurgy, and Petroleum definition standards and S-K 1300, the west resource area is classified as indicated and inferred mineral resources and the east resource area is classified as an inferred mineral resource (Tables 1,2,3 below). Based on a cutoff of 400 ppm Li and on blocks contained within the conceptual pit shell, the West Tonopah Lithium Project's mineral resource estimations are summarized as follows:

The west resource area has an indicated lithium-claystone resource estimate of 44,000 short tons (40,000 metric tonnes) of elemental Li (Table 1). The global (total) lithium carbonate equivalent (LCE) for the west indicated resource area, which is calculated by multiplying elemental lithium by a factor of 5.323, is 233,000 short tons (212,000 metric tonnes) LCE.

        The west resource area has an inferred lithium-claystone resource estimate of 87,000 short tons (79,000 metric tonnes) of elemental Li (Table 2).

        This translates to 463,000 short tons (420,000 metric tonnes) LCE.

        The east resource area has a lithium-claystone inferred resource estimate of 5,000 short tons (5,000 metric tonnes) of elemental Li (Table 2). This translates to 27,000 short tons (25,000 metric tonnes) LCE.

    Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no guarantee that all or any part of the mineral resource will be converted into a mineral reserve. The estimate of mineral resources may be materially affected by geology, environment, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. An inferred mineral