Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






Enertopia Corporation 
950-1130 West
Pender Street 
British Columbia, Canada V6E 4A4 

CONFIDENTIAL 

March 4, 2016 

xxxxxxx 
xxxxxxxxx 
xxxxxxxxx 
xxxxxxxx 

Attention: XXXXX 

Dear: XXXX 

	Re: 	Letter of Intent 


This Letter of Intent ("LOI") dated March 4, 2016,
supersedes Letter of Intent dated February 29, 2016, shall set forth the basic
terms and understanding of the recent discussions between Enertopia Corporation
and/or its wholly-owned subsidiary ("Enertopia" or the
“Purchaser”) and XXXXX ("XXX" or the “Seller”)
(collectively, the "Parties") with regard to the acquisition (the
"Acquisition") by Enertopia of a 100% interest in the business of XXX
being all assets pertaining to the business of producing, manufacturing,
importing/exporting, testing, researching and developing, intellectual property,
inventory, all equipment, permits, files and records containing technical
support and all other information and contents pertaining to the operation of
the business of XXX’s vitamin/nutritional supplement products listed in Schedule
A hereto (the "Business"). The parties intend this LOI to be binding and
enforceable, and that it will insure the benefit of the parties and their
respective successors and assigns. 

	 	1. 	
      Purchased Assets. At the closing, the Purchaser
      will purchase substantially all of the assets associated with the
      Business, including all inventories, all intellectual property, all
      accounts and notes receivable, all contracts and agreements, all
      equipment, all legally assignable government permits, and certain
      documents, files and records containing technical support and other
      information pertaining to the operation of the Business.

	 	 	 
	 	2. 	
      Assumed Liabilities. The Purchaser will assume as
      of the closing date only those liabilities and obligations (i) arising in
      connection with the operation of the Business by the Purchaser after the
      closing date of the Acquisition, and (ii) arising after the closing date
      in connection with the performance by the Purchaser of the contracts and
      agreements associated with the Business. For greater certainty the
      Purchaser will not assume any liabilities of the Business incurred prior
      to the closing of the Acquisition. For further clarity, the Seller will
      bear no responsibility whatsoever after the closing date of the
      Acquisition for the future operation of the Business by the Purchaser or
      future success or financial results or liabilities for that matter, where
      the Purchaser is buying the Business entirely as it is and assumes total
      control of its operations.

	 	 	 
	 	3. 	
      Financials. The Seller will assume the
      responsibility for providing financials for the Purchaser with the
      necessary due diligence needed under the Definitive Purchase Agreement (as
      hereinafter defined) and in order to satisfy the Purchaser’s regulatory
      obligations in regards to the acquisition of the Business. Such financial statements may be
      required to be audited or reviewed pursuant to applicable regulatory
      requirements. Purchaser will pay the fees on the review of the financial
  statements.








	 	4. 	
      Marketing Plan. The Seller will assume the
      responsibility of providing its detailed marketing plan on all operations
      relating to XXX.

	 	 	 
	 	5. 	
      Intellectual Property. The Seller will provide all
      documentation on all current and in development and future development of
      XXX products.

	 	 	 
	 	6. 	
      Purchase Price. The purchase price will be for a
      total consideration of $350,000 (the "Purchase Price") payable as
      set forth in Section 7 below.

	 	 	 
	 	7. 	
      Acquisition Structure. In accordance with the
      terms of a Definitive Purchase Agreement to be entered into between
      Purchaser and Seller (the "Definitive Purchase Agreement"),
      Purchaser will acquire a 100% ownership interest and operations in the
      Business (the "Ownership Interest") upon the signing of the
      Definitive Purchase Agreement. The Purchase Price shall be payable as
      follows:




	 	a. 	
      Purchaser will pay to Seller, on the date of closing of
      the Definitive Purchase Agreement (the "Closing Date"), the amount
      of $300,000 in cash;

	 	 	 
	 	b. 	
      On or before six months after the closing of the
      Definitive Purchase Agreement Purchaser shall make a cash payment of
      $25,000;

	 	 	 
	 	c. 	
      On or before the first anniversary of the closing of the
      Definitive Purchase Agreement, Purchaser shall make a final cash payment
      for $25,000




	 	8. 	
      Pre-Closing Covenants. The Parties will use their
      reasonable best efforts to obtain all necessary third-party and government
      consents (including all certificates, permits and approvals required in
      connection with the Sellers’ operation of the Business). The Seller will
      continue to operate the Business consistent with past practice. The
      Parties agree to prepare, negotiate and execute the Definitive Purchase
      Agreement which will reflect the terms set forth in this letter agreement,
      and will contain customary representations and warranties.

	 	 	 
	 	9. 	
      Warranties.




	 	a. 	
      XXX warrants that it is a company duly incorporated and
      in good standing under the laws of the State of Delaware.

	 	 	 
	 	b. 	
      XXX warrants that the Business possesses all requisite
      authorizations and approvals to operate lawfully in the
      vitamin/nutritional supplement products business
sector.




	 	10. 	
      Indemnification. The Seller represents and
      warrants to the Purchaser that it will not incur any liability in
      connection with the consummation of the acquisition of the Business to any
      third party with whom the Seller or its agents have had discussions
      regarding the disposition of the Business, and the Seller agrees to
      indemnify, defend and hold harmless the Purchaser, its officers,
      directors, stockholders, lenders and affiliates from any claims by or
      liabilities to such third parties, including any legal or other expenses
      incurred in connection with the defense of such claims. The covenants
      contained in this Section 10 will survive the termination of this
    LOI.








	 	11. 	
      Definitive Purchase Agreement. Acceptance of this
      LOI shall be followed by the negotiation and acceptance of the Definitive
      Purchase Agreement which shall incorporate the terms and conditions of
      this LOI and such other terms, conditions, representations and warranties
      as are customary for transactions of this nature or as may be reasonably
      requested by the Parties including provisions relating to the transfer,
      sale or other disposition of an ownership interest by a Party and
      governance and operation of the Business. This LOI does not set forth all
      of the matters upon which agreement must be reached in order for the
      proposed transaction to be consummated.

	 	 	 
	 	12. 	
      Transition Training. The Definitive Purchase
      Agreement will provide for the implementation of transition
      training/handover period for up to ninety (90) days for a certain
      consultant of XXX.

	 	 	 
	 	13. 	
      Non-compete Agreement. XXX agrees as a part of the
      Definitive Purchase Agreement, the authorized partners will permanently
      restrict into infinity the continued use of the private label vitamin
      supplement brands marketed by the business and further restrict for two
      years the supplier of these private label vitamin supplement branded
      products from providing any product to the Seller and/or authorized
      partners.

	 	 	 
	 	14. 	
      Binding Nature. It is understood that the
      execution of this LOI will create legal obligations and liabilities of the
      Parties.

	 	 	 
	 	15. 	
      Conditions to Obligation. The Purchaser and the
      Seller will be obligated to consummate the acquisition of the Business
      unless the Purchaser has failed to obtain, despite the parties' reasonable
      best efforts, all certificates, permits, financing and approvals that are
      required in connection with Purchaser's operation of the
  Business.

	 	 	 
	 	16. 	
      Conditions Precedent. Execution of the Definitive
      Purchase Agreement shall be conditional upon:




	 	a. 	
      Due Diligence. Completion of a satisfactory due
      diligence review by each of Enertopia and XXX which due diligence review
      shall be completed or this condition waived on or before execution of the
      Definitive Purchase Agreement; and

	 	 	 
	 	b. 	
      Board Approval. Approval by the board of directors
      of Enertopia prior to execution of the Definitive Purchase
    Agreement.




	 	17. 	
      Exclusive Dealing. During the period commencing on
      the closing date, March 9, 2016, of this LOI until April 15, 2016 (the
      "Exclusivity Period"), the Seller will not enter into any
      agreement, discussion, or negotiation with, or provide information to, or
      solicit, encourage, entertain or consider any inquiries or proposals from,
      any other corporation, fire or other person with respect to (a) the
      possible disposition of a material portion of the Business, or (b) any
      business combination involving the Business, whether by way of merger,
      consolidation, share exchange or other transaction. Exclusivity period may
      be extended for an additional 15 days by the Purchaser pending financial
      review completion.

	 	 	 
	 	18. 	
      Expenses. Each Party shall be responsible for such
      Party's own costs and charges incurred with respect to the transactions
      contemplated herein including, without limitation, all costs and charges
      incurred prior to the date of this LOI and all legal and accounting fees
      and disbursements relating to preparing the Agreement or otherwise
      relating to the Acquisition.








	 	19. 	
      Access to Information. Upon acceptance of this LOI
      and until the earlier of completion of the Transaction or the Termination
      Date, each of Enertopia and XXX will allow the other and their authorized
      representatives, including legal counsel and consultants, full, free and
      unfettered access to all information, books or records of such party
      including, but not limited to, all existing data regarding the Business in
      the possession of XXX, for the purpose of the transactions contemplated
      herein. Each of Enertopia and XXX agree that all information and documents
      so obtained will be kept confidential and the contents thereof will not be
      disclosed to any person without the prior written consent of the other,
      all as further set out in Section 20 hereof, provided however, that XXX
      acknowledges that Enertopia has certain disclosure obligations pursuant to
      securities regulatory requirements and the policies of the Canadian
      Securities Exchange.

	 	 	 
	 	20. 	
      Confidentiality.




	 	a. 	
      Each of Enertopia and XXX acknowledge that each will be
      providing to the other information that is non-public, confidential, and
      proprietary in nature (the "Confidential Information"). Each of
      Enertopia and XXX (and their respective affiliates, representative, agents
      and employees) will keep the Confidential Information confidential and
      will not, except as otherwise provided below, disclose such information or
      use such information for any purpose other than for negotiation of the
      Definitive Agreement and the evaluation and consummation of the
      Acquisition provided however that this provision shall not apply to
      information that: (i) becomes generally available to the public absent any
      breach of this provision; (ii) was available on a non-confidential basis
      to a Party prior to its disclosure pursuant to this LOI; or (iii) becomes
      available on a non-confidential basis from a third party who is not bound
      to keep such information confidential.

	 	 	 
	 	b. 	
      Each Party hereto agrees that it will not make any public
      disclosure except in the case of regulatory compliance due to the public
      reporting requirements for the existence of this LOI or of any of its
      terms without first advising the other party of the proposed disclosure,
      unless such disclosure is required by applicable law or regulation, and in
      any event the Party contemplating disclosure will inform the other Party
      of and obtain its consent to the form and content of such disclosure,
      which consent shall not be unreasonably withheld or delayed.

	 	 	 
	 	c. 	
      Each Party hereto agrees that immediately upon any
      discontinuance of activities by either party such that the Transaction
      will not be consummated, each Party will return to the other all
      Confidential Information.




	 	21. 	
      Conduct of Business. During the period during
      which this LOI remains in effect, XXX will conduct its business in a
      reasonable and prudent manner in accordance with past practices, preserve
      its existing business organization and relationships, preserve and protect
      its properties and conduct its business in compliance with all applicable
      laws and regulations.

	 	 	 
	 	22. 	
      Termination. In the event that this LOI is not
      superseded by the Agreement on or before April 15, 2016, or such other
      date the Parties may agree to, the terms of this LOI will be of no further
      force or effect except for Section 18 and 20.








	 	23. 	
      Governing Law. This LOI shall be construed in all
      respects under and be subject to the laws of the State of Nevada and the
      laws of the United States applicable therein which are applicable to
      agreements entered into and performed within the state of
Nevada.

	 	 	 
	 	24. 	
      Execution. This LOI may be executed in one or more
      counterparts and a facsimile or PDF counterpart of this LOI bearing the
      signature of a Party hereto shall be effective for all purposes and
      binding on each Party hereto.



If you are in agreement with the foregoing, please confirm that
this letter accurately sets forth your understanding of the terms of the
proposed Acquisition and the other matters set forth herein, by signing a copy
of this letter below and returning it to us prior to 5:00 p.m. (Pacific Standard
Time) on March 9, 2016 failing which this letter will be null and void.

Yours very truly, 

ENERTOPIA CORPORATION 


	Per: 	 
		Authorized Signatory 



THIS LETTER OF INTENT is hereby accepted on the terms
and conditions set forth herein this 9th day of March, 2016: 

XXXXX


	Per: 	 
	Authorized Signatory 
	  
	  
	Per: 	 
	Authorized Signatory








Schedule A 

All assets pertaining to XXXXX plus any other products under
development, including but not limited to the following: 

INVENTORY
All XXXXX inventory 

FURNITURE/FIXTURES & EQUIPMENT 
Website 

Domains 
Need complete list 

PRODUCTS 
Includes all current products listed plus all
products under development itemized under the Definitive 
Purchase Agreement.


INTELLECTUAL PROPERTY 
Need complete list of trademarks if
any 
Patent applications if any 
Formulations 
Marketing plan if any

Trademarks & design if any 
Domains + Social Media
Properties 
Proprietary Software if any 

Existing customers + emails 
-All current XXXXX
customers 
-All emails in database (existing customers + prospects) if any