Enertopia Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






JOINT AGREEMENT AND MUTUAL RELEASE 

KNOW ALL MEN BY THESE PRESENTS that Enertopia Corp.
(“Enertopia”) and Green Canvas Ltd. and Tim Selenski (collectively referred to
as “Green Canvas”) are parties to an Acquisition and Joint Venture Agreement
(the “Agreement”) dated February 28, 2014 for the operation of a Joint Venture
Business (as such terms are defined in the Agreement). The parties have agreed
cancel the Agreement and enter into this mutual release. As a result, for
retention of 1,800,000 shares of common stock of Enertopia by Green Canvass, and
the cancellation of 6,400,000 shares of common stock of Enertopia held in
escrow, issued pursuant to the terms of the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
each party, Enertopia and Green Canvas agree as follows: 

1.        The Parties agree and warrant as between themselves that
they shall have no cost, expense, or liability for any operations conducted
under the Agreement or arising out of any other contractual or business
relations between the parties.

2.        The Parties hereby additionally acknowledge that the
Agreement is effectively terminated as of the 10th day of June, 2015.


3.        Each party hereby remises, releases and forever discharges
each other and their respective assigns, agents, employees and servants, and,
where applicable, the heirs, executors, administrators, successors and assigns
of each other from any and all manner of action and actions, cause and causes of
action, suits, debts, dues, sums of money, claims, demands and obligations
whatsoever, at law or in equity, which each party may have had or now have or
which their assigns, receivers, receiver-managers, trustees, affiliates, and,
where applicable, the heirs, executors, administrators, successors and assigns
of each other hereafter can, shall or may have existing up to the present time
by reason of any matter cause or thing whatsoever relating to or arising out of
the relationship between the parties relating to, arising out of or in
connection with the Agreement, and any and all dealings between the parties to
the date hereof. 

4.        Green Canvas agrees to provide all reasonable assistance for
completing and signing documentation required by Enertopia in order to cancel
the shares currently held in escrow under the terms of the Agreement, including
but not limited to the provision of a Medallion signature guaranteed stock
transfer power of attorney for such cancellation. 

5.        If any provision of this Release or any part of any
provision of this Release is held under any circumstances to be invalid or
unenforceable in any jurisdiction, then: (a) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent, (b) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (c) such
invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Release. Each
provision of this Release is separable from every other provision of this
Release, and each provision of this Release is separable from every other part
of such provision. 




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6.        The parties, and each of them, hereby represent that they
are the only parties entitled to the consideration expressed in this Release,
and that they have not assigned any right of action released hereby to any other
firm, corporation or person. 

7.        Each of the parties to this Release acknowledges that such
party has read this document and fully understands the terms of this Release,
and acknowledges that this Release has been executed voluntarily after either
receiving independent legal advice, or having been advised to obtain independent
legal advice and having elected not to do so. 

8.        This Release is governed by the laws of Province of British
Columbia, and the parties attorn to the jurisdiction of the Courts of Province
of British Columbia with regard to any dispute arising out of this Release.

9.        It is understood and agreed that this Release does not
constitute an admission of liability on the part of any party. 

10.        This Release may be signed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same document. Execution and delivery of this
document by fax shall constitute effective execution and delivery. Execution of
this document by a corporation shall be effective notwithstanding that its
corporate seal is not affixed hereto. 

DATED for reference this _______day of
__________________, 2015. 

	                                                                                                                         	 	By: 	 
    
	Witness 	 	 	Tim Selenski 



	GREEN CANVAS LTD. 	 
	  	 
	Per: 	 
	               
         Authorized Signatory 	 
	  	 
	ENERTOPIA CORP. 	 
	 	 
	Per: 	 
	               
         Authorized Signatory