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






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT made as of the  _____ day of  ________
2015. 

BETWEEN: 

SHAXON ENTERPRISES LTD. 
of Burlington, Ontario

(hereinafter called the "Purchaser") 

OF THE FIRST PART

 -and- 

ENERTOPIA CORP. 
of the State of Nevada 
(hereinafter
called the "Vendor") 

OF THE SECOND PART 

and- 

LEXARIA CORP. 
of the State of Nevada 
(hereinafter called
"Lexaria") 

OF THE THIRD PART 

THIS AGREEMENT WITNESSETH that in consideration of the
covenants, agreements, warranties and payments herein set forth and provided
for, the parties hereto respectively covenant and agree as follows: 

SECTION 1 

INTERPRETATION 

	1.1 	
      Definitions



In this Agreement, unless there is something in the subject
matter or context inconsistent therewith: 

(a)      "Agreement" means this Agreement to, inter alia,
purchase and sell 100% of the issued and outstanding capital stock of Thor
Pharma Corp. a Canadian federal corporation, that is the subsidiary of the
Vendor (hereinafter called the "Corporation"); 

(b)      "Closing Date" means the time and date that is the moment
in time immediately prior to when the closing of the Share Purchase Agreement
will occur no later than June 30, 2015 and following the date on which all of
the closing conditions have been satisfied or waived, subject to extension by
mutual agreement of the Vendor and the Purchaser, or on such other date as the
parties mutually agree. 

(c)      "Common Shares" means all the issued and outstanding shares
without par value in the capital of the Corporation; 




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(d)      "License" means license application 10-MM0610 under the
MMPR, which is in the name of the Corporation and is beneficially held 51% by
the Vendor and 49% by Lexaria; 

(e)      "MMPR" means Medical Marihuana Procedures and Regulations
Program; 

(f)      "Purchased Share" means all the issued and outstanding
Common Shares of the Corporation, which is represented by the Vendor to be one
Common Share; 

(g)      "Time of Closing" means the time on the Closing Date when
the closing of the purchase and sale herein provided for shall be completed.


	1.2 	
      Extended Meaning



In this Agreement, words importing the singular number include
the plural and vice-versa and words importing the masculine gender include the
feminine and neuter genders. 

	1.3 	
      Entire Agreement



This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof and supersedes all prior
and contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties and there are no warranties,
representations or other agreements between the parties in connection with the
subject matter hereof, except as specifically set forth herein. No supplement,
modification, waiver or termination of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. 

SECTION 2 

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR


	2.1 	
      Representations, Warranties and
  Covenants



To induce the Purchaser to enter into this Agreement, the
Vendor represents, warrants and covenants to and in favor of the Purchaser now
and as at the Closing Date as provided in this Section 2 in respect of the
Corporation. 

	2.2 	
      Purchased Share



The Vendor beneficially owns the Purchased Share and at the
Time of Closing such shares shall be free of all mortgages, charges, liens and
other encumbrances ("Liens") and no person, firm or corporation has or shall
have any agreement or option or right capable of becoming an agreement for the
purchase from the Vendor of the Purchased Share except as provided herein, and
the Vendor is and will be entitled to sell and assign the Purchased Share as
provided in this Agreement. 

	2.3 	
      Canadian Non-Residence



The Vendor is a non-resident of Canada for the purpose of Part
1 of the Income Tax Act (Canada) as amended. 





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	2.4 	
      Representations and Warranties True on Closing
      Date




All representations and warranties contained in this Section 2
shall be true on and as of the Closing Date with the same effect as if made on
and as of such date except due to changes in circumstances between the date
hereof and the Time of Closing of which the Vendor shall have advised the
Purchaser in writing at or before the Time of Closing. 

	2.5 	
      Representations, Warranties and Covenants Surviving
      Closing Date



The representations, warranties and covenants of the Vendor
contained in this Section 2 shall survive the Closing Date. 

SECTION 3 

PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS


	3.1 	
      Representations, Warranties and
  Covenants



To induce the Purchaser to enter into this Agreement, the
Purchaser represents, warrants and covenants to and in favor of the Purchaser
now and as at the Closing Date as provided in this Section 3. 

	3.2 	
      Execution and Delivery of Agreement;
      Enforceability



The execution and delivery of this Agreement by the Purchaser
and the consummation of the transactions contemplated hereby (a) do not
constitute a breach or a default under the terms of any agreement, license or
other instrument or document to which the Purchaser is a party or by which he is
bound, (b) will not violate any judgment, decree, order, writ, law, rule,
statute, or regulation applicable to Purchaser or his properties and (c) will
not result in the creation of any Lien on or with respect to the Purchaser
Shares. This Agreement has been duly and validly authorized by all necessary
action of the Purchaser and is legally binding upon the Purchaser in accordance
with its terms.

	3.3 	
      Documents and Information



The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and the performance by
Purchaser of this Agreement, in accordance with its terms and conditions will
not require the approval or consents of any government or regulatory body or the
approval or consent of any other person or entity. 

Until such time as all the payments in Section 4.1 of this
Agreement have been received by the Vendor and Lexaria, the Purchaser shall
immediately provide to the Vendor copies of all correspondence pertaining to the
License and Health Canada. 

	3.4 	
      Consents and Approvals



The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and the performance by
Purchaser of this Agreement, in accordance with its terms and conditions are not
known to require the approval or consent of any governmental or regulatory body
or the approval or consent of any other person or entity. 





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	3.5 	
      Representations and Warranties True on Closing
      Date




All representations and warranties contained in this Section 3
shall be true on and as of the Closing Date with the same effect as if made on
and as of such date except due to changes in circumstances between the date
hereof and the Time of Closing of which the Purchaser shall have advised the
Vendor in writing at or before the Time of Closing. 

	3.6 	
      Representations, Warranties and Covenants Surviving
      Closing Date



The representations, warranties and covenants of the Purchaser
contained in this Section 3 shall survive the Closing Date. 

	3.7 	
      Purchase for Investment



Purchaser is financially able to bear the economic risks of
acquiring the Purchased Share and the other transactions contemplated hereby,
and has no need for liquidity in this investment. Purchaser has such knowledge
and experience in financial and business matters in general, and with respect to
businesses of a nature similar to the business of the Corporation, so as to be
capable of evaluating the merits and risks of, and making an informed business
decision with regard to, the acquisition of the Purchased Share. 

Purchaser is acquiring the Purchased Share solely for his own
account and not with a view to or for resale in connection with any distribution
or public offering thereof, within the meaning of any applicable securities laws
and regulations, unless such distribution or offering is registered under the
Securities Act of 1933, as amended (the "Securities Act"), or an exemption from
such registration is available. Purchaser has (i) received all the information
he has deemed necessary to make an informed investment decision with respect to
the acquisition of the Purchased Share; (ii) had an opportunity to make such
investigation as he has desired pertaining to the Corporation and the
acquisition of an interest therein, and to verify the information which is, and
has been, made available to him; and (iii) had the opportunity to ask questions
of Vendor concerning the Corporation. 

	3.8 	
      Liabilities



Following the Closing, Vendor will have no liability for any
debts, liabilities or obligations of the Corporation or its business or
activities, and there are no outstanding guaranties, performance or payment
bonds, letters of credit or other contingent contractual obligations that have
been undertaken by Vendor directly or indirectly in relation to the Corporation
or its business and that may survive the Closing. 

SECTION 4 

PURCHASE OF SHARES AND STATUS OF LICENSE 

	4.1 	
      Purchase Price for Purchased
  Share



Based upon the representations, warranties, undertakings and
covenants set forth in Sections 2 and 3, the Purchaser shall purchase and the
Vendor and Lexaria shall sell to the Purchaser the Purchased Share and their
interests in the License for an aggregate purchase price of $1,510,000 payable
pursuant to instructions from the Vendor (with 49% to be allocated to Lexaria
and 51% to be allocated the Vendor) in the following installments following the
Time of Closing, which are individually due and payable to the Vendor and Lexaria, at the time each individual performance
milestone is achieved, regardless of whether or not the Purchaser has retained
the License in whole or in part, at the time of all or any of the below
performance thresholds being reached: 




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	 	(a) 	
      $10,000, which has been paid, as a non-refundable
      deposit;

	 	 	 
	 	(b) 	
      $200,000 dollars to be paid within 30 days of "Inspection
      Letter" from Health Canada;

	 	 	 
	 	(c) 	
      $200,000 dollars to be paid within 30 days of "License to
      Grow Letter" from Health Canada;

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

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

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

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

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

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

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

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



All payments due in this Section 4.1 are null and void from
that point in time if/when Health Canada gives a final and uncontestable denial
of MMPR license application 10-MM0610 and the Purchaser shall be relieved of all
obligations otherwise due by this Section 4.1 in that event. 

	4.2 	
      Delivery of Shares



Subject to the receipt of payment under Section 4.1, (a), and
the fulfillment of all the terms and conditions hereof (unless waived as herein
provided), specifically not including the payments under Section 4.2, (b)
through 4.2, (k) the Vendor shall deliver to the Purchaser a certificate or
certificates representing all the Purchased Share, duly endorsed in blank for
transfer, and/or will cause the transfer of such shares to be duly and regularly
recorded on the books of the Corporation in the name of the Purchaser. All share
certificates representing the Purchased Share shall be fully transferable on the
books of the Corporation and endorsed in blank for transfer in a manner
satisfactory to counsel for the Purchaser, subject to applicable law.





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	4.3 	
      Board Representation




At the Time of Closing, the Purchaser shall nominate two
directors to the board of the Corporation and the two current directors of the
Corporation will resign and step down from the Corporation and shall be removed
from the License. 

	4.4 	
      Standstill



During the period from Closing until the completion of the
payments specified in Section 4.1 are completed, the Purchaser agrees that,
without the prior written consent of the Vendor and Lexaria (such consent not to
be unreasonably withheld) they will not dispose of, sell, transfer, assign or
otherwise encumber the License or any resulting license and not take any action
in regards to the License or any resulting license except in the usual, ordinary
and regular course of business and as may be required to maintain and advance
the License application 10-MM0610 and any resulting license UNLESS ONE OF THE
FOLLOWING TWO CONDITIONS HEREIN IS MET: 

	 	1. 	
      The Vendor and Lexaria shall have the right to approve
      any potential acquirer of the License to ensure their agreement and
      ability of meet the financial conditions contained herein; or

	 	 	 
	 	2. 	
      If no Vendor/Lexaria approval is obtained, then the
      potential acquirer of the License must make all payments due from the
      Purchaser to the Vendor and Lexaria at the time of the potential
      transaction, prior to or upon closing of any potential transaction, as a
      condition of the closing of such transaction.




	4.5 	
      Ownership of License



Until such time as the payment in Section 4.1, (a) is received
by the Vendor and this Agreement is fully executed and agreed to by all parties,
the Vendor and Lexaria shall continue to have beneficial ownership of the
License and/or license application and/or resulting license. 

	4.6 	
      Intellectual Property
Rights



Until such time as all payments in Section 4.1 are received by
the Vendor, the Vendor and Lexaria shall continue to have full right(s) 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 10-MM0610, for any
purposes they elect. 

SECTION 5 

INDEMNIFICAITON 

	5.1 	
      Indemnity by Vendor



Vendor agrees to indemnify and hold harmless the Purchaser and
his affiliates (collectively, the "Purchaser Indemnified Parties"), from and
against, and to reimburse the Purchaser Indemnified Parties with respect to, any
and all loss, damage, liability, claims, cost and expense, including reasonable
attorneys’ and accountants’ fees, (each, a "Loss", or collectively, "Losses")
incurred by the Purchaser Indemnified Parties by reason of or arising out of or
in connection with (i) the breach of any representation or warranty contained in
Section 2 hereof or (ii) the failure of the Vendor to perform any agreement
required by this Agreement to be performed by it. The Purchaser agrees to give
prompt written notice to Vendor of the allegation by any third party of the
existence of any liability, obligation, contract, other commitment or state of
facts referred to in this Section 5.1. Vendor shall be entitled to control the
contest, defense, settlement or compromise of any such claim (including
engagement of counsel in connection therewith), at its own cost and expense,
including the cost and expense of reasonable attorneys’ fees in connection with
such contest, defense, settlement or compromise, and the Purchaser shall have
the right to participate in the contest, defense, settlement or compromise of
any such claim at its own cost and expense, including the cost and expense of
attorneys’ fees in connection with such participation. Notwithstanding the
foregoing, Vendor shall not settle or compromise any such claim without the
prior written consent of the Purchaser, which consent shall not be unreasonably
withheld, provided, that such consent shall not be required in the event that
the settlement or compromise includes an unconditional and complete release of
the Purchaser Indemnified Parties and does not provide for any ongoing
obligations of the Purchaser.




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	5.2 	
      Indemnity by the Purchaser



Purchaser covenants and agrees to indemnify, defend, protect
and hold harmless Vendor, and its officers, directors, employees, stockholders,
agents, representatives and affiliates (collectively, together with Vendor, the
"Vendor Indemnified Parties") at all times from and after the date of this
Agreement from and against all losses, liabilities, damages, claims, actions,
suits, proceedings, demands, assessments, adjustments, costs and expenses
(including specifically, but without limitation, reasonable attorneys’ fees and
expenses of investigation), whether or not involving a third party claim and
regardless of any negligence of any Vendor Indemnified Party (collectively,
"Losses") incurred by any Vendor Indemnified Party as a result of or arising
from (i) any breach of the representations and warranties of Purchaser set forth
herein or in certificates delivered in connection herewith, (ii) any breach or
nonfulfillment of any payment, covenant or agreement (including any other
agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the
part of Purchaser under this Agreement or on the part of any third party that is
transferred an interest in the License by the Purchaser, (iii) any debt,
liability or obligation of the Corporation, (iv) the conduct and operations of
the business of the Corporation whether before or after Closing, (v) claims
asserted against the Corporation whether before or after Closing, or (vi) any
federal or state income tax payable by Vendor and attributable to the
transaction contemplated by this Agreement. 

Vendor agrees to give prompt written notice to the Purchaser of
the allegation by any third party of the existence of any liability, obligation,
contract, other commitment or state of facts referred to in this Section 5.2.
The Purchaser shall be entitled to control the contest, defense, settlement or
compromise of any such claim (including the engagement of counsel in connection
therewith), at his own cost and expense, including the cost and expense of
reasonable attorneys’ fees in connection with such contest, defense, settlement
or compromise, and Vendor shall have the right to participate in the contest,
defense, settlement or compromise of any such claim at its own cost and expense,
including the cost and expense of reasonable attorneys’ fees in connection with
such participation. Notwithstanding the foregoing, the Purchaser shall not
settle or compromise any such claim without the prior written consent of Vendor,
which consent shall not be unreasonably withheld, provided, that such consent
shall not be required in the event that the settlement or compromise includes an
unconditional and complete release of the Vendor Indemnified Parties and does
not provide for any ongoing obligations of Vendor.

SECTION 6 

GENERAL 

	6.1 	
      Governing Law



This Agreement shall be construed in accordance with the laws
of the Province of British Columbia and each of the parties agrees that all
actions shall be commenced and defended in the Province of British Columbia, without reference to the choice of law principles
thereof. Each party hereby irrevocably submits to the jurisdiction of the courts
of the Province of British Columbia, sitting in Vancouver. Each party
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court, any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient forum and
the right to object, with respect to any such suit, action or proceeding brought
in any such court, that such court does not have jurisdiction over such party.
In any such suit, action or proceeding, each party waives, to the fullest extent
it may effectively do so, personal service of any summons, complaint or other
process and agrees that the service thereof may be made by certified or
registered mail, addressed to such party at its address set forth in Section
6.3. Each party agrees that a final non-appealable judgment in any such suit,
action or proceeding brought in such a court shall be conclusive and binding.




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	6.2 	
      Counterparts



The Agreement may be executed in several counterparts bearing
original or facsimile signatures, each of which so executed shall be deemed to
be an original, and such counterparts together shall constitute one and the same
instrument and notwithstanding their date of execution shall be deemed to bear
date as of the date above written. 

	6.3 	
      Notices



Any notice of other instrument required or permitted to be
given under the provisions of this Agreement shall be in writing and may be
given via certified mail, return receipt requested, postage prepaid or via
prepaid overnight courier, or personally delivering the same addressed in the
case of the Vendor or Lexaria to: 

c/o W.L. Macdonald Law Corporation

Suite 400 – 570 Granville Street 
Vancouver, BC V6C 3P1 

and in the case of the Purchaser, to:


SHAXON ENTERPRISES LTD. 
3129
Centennial Drive 
Burlington, ON L7M 1B8 

Such notices, demands, claims and other communications shall be
deemed given when actually received or (a) in the case of delivery by overnight
courier with guaranteed next day delivery, the next day or the day designated
for delivery, (b) in the case of certified mail, five days after deposit in the
mail or (c) in the case of personal delivery, when actually delivered. 

	6.4. 	
      Successors and Assigns



This Agreement shall inure to the benefit of and be binding
upon the respective parties hereto and their respective heirs, executors,
administrators, successors and/or assigns, as the case may be. 





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	6.5 	
      Further Assurances




From and after the Time of Closing, each party shall, at any
time and from time to time, make, execute and deliver, or cause to be made,
executed and delivered, for no additional consideration but at the cost and
expense of the requesting party (excluding any internal costs incurred, such as
having any of the following reviewed by counsel) such assignments, deeds,
drafts, checks, stock certificates, returns, filings and other instruments,
agreements, consents and assurances and take or cause to be taken all such
actions as the other party or its counsel may reasonably request for the
effectual consummation and confirmation of this Agreement and the transactions
contemplated hereby. 

	6.6 	
      No Third Party Beneficiary



Nothing expressed or implied in this Agreement is intended, or
shall be construed, to confer upon or give any person or entity other than the
parties hereto and their respective successors and permitted assigns, any right
or remedies under or by reason of this Agreement. 

[SIGNATURE PAGE FOLLOWS] 




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IN WITNESS WHEREOF this Agreement has been executed by
the parties.

ENERTOPIA CORP. 

	Per: 	 	 
	                   	Authorized Signatory  	 


LEXARIA CORP. 

	Per: 	 	 
	                   	Authorized Signatory  	 


SHAXON ENTERPRISES LTD. 

	Per: 	 	 
	                   	Authorized Signatory