Enertopia Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Enertopia Corporation 
950-1130 West Pender Street

British Columbia, Canada V6E 4A4 

CONFIDENTIAL 

June 10, 2014 

SHAXON Enterprises ltd. 

Donald Shaxon 
3129 Centennial Dr. 
Burlington ON

L7M1B8 

Burlington, Ontario 

Dear Sirs/Madam: 

Re:        Letter of Intent

This binding Letter of Intent ("LOI") shall set forth
the basic terms of the recent discussions between Enertopia Corporation
("Enertopia") and Lexaria Corporation (“Lexaria”) (together, the
“Sellers”); and SHAXON Enterprises ltd. ("Buyer") with regard
to the acquisition (the "Acquisition") by SHAXON Enterprises of Thor
Pharma Corp (“Thor”), which is wholly owned by Enertopia Corporation.


Buyer and Sellers agree that the only asset that will be held
by Thor at the time of Acquisition is MMPR (Medical Marihuana Procedures and
Regulations Program) Application number 10QMM0610. Based on these discussions
the Buyer agrees to assume all responsibility and liabilities and expenses to
fulfill the obligations required under the MMPR application from May 25, 2015
and onwards. 

	1. 	
      Acquisition Structure. In accordance with the
      terms of a formal and definitive agreement to be entered into between the
      Sellers and the Buyer (the “Definitive Agreement"), Buyer shall be
      entitled to acquire 100% Thor Pharma Corp including MMPR application
      10QMM0610 (the “Assets”). The terms of the Acquisition will be as
      follows:




	 	(a) 	
      Upon the execution of this LOI, Buyer shall pay to the
      Sellers the sum of $10,000 which is due on or before June 10, 2015 which
      amount shall be non-refundable unless any of the board of directors of
      Thor Pharma Corp, Enertopia Corp or Lexaria Corp refuse to sign the
      definitive agreement before June 25 in which case the $10,000 is entirely
      refundable. This and all payments referred to below in Section 1(b) to be
      delivered as per Sellers instructions to the Buyer.

	 	 	
       

	 	(b) 	
      Upon closing, which is to occur on or before June 30,
      2015 or such other date as the Parties may agree, acting reasonably (the
      "Closing"), Buyer shall nominate two directors to the board of Thor
      Pharma Corp and the two current directors of Thor Pharma will resign and
      step down from Thor Pharma Corp and the MMPR application
  10QMM0610.

	 	 	
       

	 	(c) 	
      Upon closing, which is to occur on or before June 30,
      2015 or such other date as the Parties may agree, acting reasonably (the
      "Closing"), Buyer shall pay to Sellers, the sum of $1,500,000, in
      installments as set forth below. All payments under this section are due
      and payable to Sellers regardless of whether or not the Buyer remains
      involved in license application 10QMM0610 at the time of all or any of the
      performance thresholds being reached: 








	 	(i) 	
      $200,000 dollars to be paid within 30 days of “Inspection
      Letter” from Health Canada; and

	 	 	 
	 	(ii) 	
      $200,000 dollars to be paid within 30 days of “License to
      Grow Letter” from Health Canada; and

	 	 	 
	 	(iii) 	
      $100,000 dollars to be paid within 30 days of “License to
      Grow and Sell Letter” from Health Canada; and

	 	 	 
	 	(iv) 	
      $100,000 dollars to be paid within 30 days of selling
      $5,000,000 in product; and

	 	 	 
	 	(v) 	
      $100,000 dollars to be paid within 30 days of selling
      $10,000,000 in product; and

	 	 	 
	 	(vi) 	
      $200,000 dollars to be paid within 30 days of selling
      $20,000,000 in product; and

	 	 	 
	 	(vii) 	
      $300,000 dollars to be paid within 30 days of selling
      10,000g of product; and

	 	 	 
	 	(viii) 	
      $100,000 dollars to be paid within 30 days on the first
      anniversary of Health Canada license renewal to grow and sell;
  and

	 	 	 
	 	(ix) 	
      $100,000 dollars to be paid within 30 days on the second
      anniversary of Health Canada license renewal to grow and sell;
  and

	 	 	 
	 	(x) 	
      $100,000 dollars to be paid within 30 days on the third
      anniversary of Health Canada license renewal to grow and
  sell.




	2. 	
      Definitive Agreement and Closing. Acceptance of
      this LOI shall be followed by the negotiation and acceptance of the
      Definitive 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. This LOI does not set forth all of the matters
      upon which agreement must be reached in order for the proposed acquisition
      to be consummated. Completion of the Definitive Agreement shall be
      followed with Closing of the Acquisition on or before June 30, 2015, or
      such other date as the Parties may agree, acting reasonably.

	 	 
	3. 	
      Joint Venture Agreement. Enertopia and Lexaria
      have previously entered into a Joint Venture Agreement dated May 27, 2014
      (the “JV Agreement”) in regards to the development and operation of the
      Assets. The parties hereby agree that upon the Closing of the Definitive
      Agreement the JV Agreement shall be cancelled and considered terminated
      and of no further force or effect.

	 	 
	4. 	
      Binding Nature. This LOI is intended to
      create binding obligations between the Parties, to be replaced and
      superseded by the Definitive Agreement.

	 	 
	5. 	
      Conditions Precedent. Execution of the Definitive
      Agreement shall be conditional upon:








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

	 	 	 
	 	b. 	
      Board Approval. Approval by the board of directors
      of the Sellers prior to execution of the Definitive Agreement;
  and

	 	 	 
	 	c. 	
      Buyer Approval. Approval by the Buyer prior to the
      execution of the Definitive Agreement.




	6. 	
      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 Definitive Agreement or
      otherwise relating to the Acquisition.

	 	 
	7. 	
      Access to Information. Upon acceptance of this LOI
      and until the earlier of completion of the Acquisition or June 30, 2015 or
      such other date as agreed to between the parties each of the Buyer and
      Sellers 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 for the purpose of the
      transactions contemplated herein. Each of the Sellers and Buyers 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 8
      hereof, provided however, that Buyer acknowledges that the Sellers have
      certain disclosure obligations pursuant to securities regulatory
      requirements and the policies of the Canadian Securities Exchange and the
      Securities and Exchange Commission. Upon such disclosure by the Sellers,
      the Buyer shall be entitled to make disclosure of a similar
  nature.

	 	 
	8. 	
      Confidentiality.




	 	a. 	
      Each of the Sellers and Buyer acknowledge that each will
      be providing to the other information that is non-public, confidential,
      and proprietary in nature (the "Confidential Information"). Each of
      the Sellers and Buyer (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 of 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 Acquisition
      will not be consummated, each Party will return to the other all
      Confidential Information.








	9. 	
      Conduct of Business. During the period during
      which this LOI remains in effect, Buyer 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.

	 	 
	10. 	
      Standstill. During the period from Closing until
      the completion of the payments specified in Section 1 are completed, the
      Buyer agrees that, without the prior written consent of the Sellers (such
      consent not to be unreasonably withheld) they will not dispose of, sell,
      transfer, assign or otherwise encumber the Assets, license application
      10QMM0610 or any resulting license and not take any action in regards to
      the Assets, license application 10QMM0610 or any resulting license except
      in the usual, ordinary and regular course of business and as may be
      required to maintain and advance the Assets, license application 10QMM0610
      and any resulting license UNLESS ONE OF THE TWO CONDITIONS HERIN IS
      MET:




	 	a. 	
      The Sellers shall have the right to approve any potential
      acquirer of the Assets to ensure their ability of meet the financial
      conditions contained herein and to be contained in the Definitive
      Agreement.

	 	b. 	
      If no Seller approval is sought, then the potential
      acquirer of the Assets must make all payments due from the Buyer to the
      Seller at the time of the potential transaction, prior to or upon closing
      of any potential transaction.




	11. 	
      Ownership of Intellectual Property. Until such
      time as all payments in Section 1 are received by Sellers, Sellers shall
      continue to have beneficial ownership of the Assets and/or license
      application and/or resulting license, including but not limited to full
      right to utilize any and all intellectual property gained, learned or
      otherwise obtained up to the date of May 25, 2015 in the pursuit of
      license 10QMM0610, for any purposes they elect.

	 	 
	12. 	
      Indemnification. Buyer shall hold harmless and
      indemnify Sellers, its subsidiaries, officers, employees and directors
      from and against any claims, demands, or causes of action whatsoever,
      including without limitation those arising on account of any financial
      loss, injury or death of persons or damage to property caused by, or
      arising out of, or resulting from, the pursuit, exercise, or practice of
      the license granted hereunder by the Assets.

	 	 
	13. 	
      Termination. In the event that this LOI is not
      superseded by the Definitive Agreement and/or Closing or before June 30,
      2015, or such other date as the Parties may agree, acting reasonably, the
      terms of this LOI will be of no further force or effect except for
      Sections 1(a), 6 and 13. If the Definitive Agreement is not entered into
      by Buyer through no material fault or failure on the part of the Sellers,
      then the sum $10,000 advanced by the Buyer pursuant to Section 1(a) hereof
      shall be considered non refundable. Further all Burlington project
      information, Quality Assurance, Security, Building plans and all data
      submitted in application number 10QMM0610 in possession of the buyer and
      other parties will be returned to the Sellers or
  destroyed.








	14. 	
      Governing Law. This LOI shall be construed in all
      respects under and be subject to the laws of the Province of British
      Columbia and the laws of Canada applicable therein which are applicable to
      agreements entered into and performed within the Province of British
      Columbia.

	 	 
	15. 	
      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 this LOI is acceptable, please communicate your acceptance
by signing below and returning such executed copy to the Sellers. 

Yours very truly, 

	ENERTOPIA CORPORATION 	 
	 	 
	 	 
	Per: 	 
	
                  
      Authorized Signatory 
	 
	 	 
	 	 
	
      LEXARIA CORPORATION 
	 
	 	 
	 	 
	
      Per: 
	 
	
                  
      Authorized Signatory 
	 
	 	 
	 	 
	
      THOR PHARMA CORP 
	 
	 	 
	 	 
	
      Per: 
	 
	
                 
      Authorized Signatory 
	 


THIS LETTER OF INTENT is hereby accepted on the terms
and conditions set forth herein this ___ day of June, 2015: 

	SHAXON ENTERPRISES LTD. 	 
	  	 
	  	 
	Per: 	 
	           Authorized
      Signatory