Enertopia Corporation - Exhibit -10.2 - Filed by newsfilecorp.com






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"1933 ACT").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

SUBSCRIPTION AGREEMENT 

UNITS 
(Common Share and One Warrant) 

	To: 	Enertopia Corporation (the "Issuer")
  
	 	 
	Re: 	Purchase and Sale of Units of the Issuer
  



	Dated For
      Reference: 	July
      16, 2012 


The undersigned (the "Purchaser") hereby irrevocably
subscribes for and agrees to purchase from the Issuer, subject to the terms and
conditions set forth in Schedule "A" to this subscription (which, together with
all appendices (the "Appendices") attached hereto, shall be deemed to
form a part of this subscription), that number of units (the "Units") of
the Issuer set out on page 3 hereof at a price of US$0.05 per Unit. 

Each Unit is comprised of: 

	
  one (1) common share of the Issuer (the "Shares"); and 

  
	
  one share purchase warrant, each warrant (a "Warrant") entitling the
  holder thereof to acquire one (1) common share (a "Warrant Share") of
  the Issuer for a period of thirty-six (36) months after the date of issuance.
  The Warrants are exercisable at a price of US$0.10 per Warrant Share if
  exercised at any time up to twelve (12) months after the date of issuance and
  at a price of US$0.20 per Warrant Share if exercised anytime after
  twelve (12) months from the date of issuance until thirty-six (36) months
  after the date of issuance. 



The offering of Units is subject to a maximum overall
subscription of 20,000,000 Units for gross proceeds of US$1,000,000 (the
“Maximum Subscription”). 

A currency conversion rate of CDN$1.00 x US$1.00 is used and
the Issuer will accept both CDN and US funds at par. 

The Purchaser and the Issuer hereby agree that the Units, and
the subsequent offering thereof, shall have and be conducted on the terms and
conditions specified in Schedule "A" hereto. The Purchaser hereby makes, on its own behalf and, if applicable, on behalf of
others for whom it is contracting hereunder, the acknowledgments,
representations and warranties set out in Schedule "A" hereto, and agrees that
the Issuer can rely on such acknowledgments, representations and warranties
should this subscription offer be accepted. 




2

	Note: 	The Purchaser must either be:




	 	(a) 	
      purchasing the securities offered hereunder as principal
      or;

	 	 	 	 
	 	(b) 	
      deemed to be purchasing such securities as principal, by
      virtue of being:

	 	 	 	 
	 		(i) 	
      a trust company or trust corporation described in
      paragraph (p) of the definition of "accredited investor" in Appendix I
      (other than a trust company or trust corporation registered under the laws
      of Prince Edward Island that is not registered or authorized under the
      Trust and Loan Companies Act (Canada) or under comparable legislation in
      another jurisdiction of Canada); or

	 	 	 	 
	 		(ii) 	
      a person described in paragraph (q) of the definition of
      "accredited investor" in Appendix I.





  	 
         INSTRUCTIONS FOR COMPLETING THIS SUBSCRIPTION PRIOR
        TO DELIVERY TO 
	   THE ISSUER 
	  	 	 
	1.
        	All
          Purchasers must complete (i) the information required on page 3
          with respect to subscription amounts and registration and delivery particulars;
          (ii) the information required on page 5 with respect to information
          regarding the Purchaser; and (iii) Appendix III – "Acknowledgement
          and Direction". 

	  	 
	 

	2.
        	 Complete
          the applicable Appendices at the end of Schedule "A": 

	  	 
	 

	 
        	(a)
	Appendix I –
          "Certificate of Purchasers". 

	  	 
	 

		(b)
          
	All Purchasers that complete
          “Category 4 – Offering Memorandum” in Appendix I and
          are relying on the "Offering Memorandum" exemption contained in Part
          2 of National Instrument 45-106, must complete Appendix IIA –
          “Risk Acknowledgement”. Appendix III Acknowledgement and
          Direction 





Return this subscription and all Appendices to the Issuer's
solicitors, Macdonald Tuskey, Corporate and Securities Lawyers at 4th Floor -
570 Granville Street, Vancouver BC V6C 3P1. Purchasers can submit subscription
funds by certified cheque, money order or bank draft drawn on a Canadian
chartered bank and made payable to Macdonald Tuskey in Trust, Corporate and
Securities Lawyers in Trust for Enertopia Corporation. in same day
freely transferable United States or Canadian funds in Vancouver in the amount
of the subscription funds hereby subscribed for. 




3

SUBSCRIPTION AMOUNTS 

No. of Units to be purchased at US$0.05 each:  
  ___________________________________________

Total Subscription Funds for Units:    
US$                                                                                           
 

Dated this _______day of ______________________________, 2012


PURCHASER INFORMATION 

	 	 	 
	(Name of Purchaser – please print) 	 	Purchaser's Address 
	  	 	  
	By: 
    _________________________________________________	 	 
    
	           (Official Capacity
      or Title – please print) 	 	  
	  	 	  
	  	 	(Telephone Number) 
	Authorized Signature
____________________________________	 	  
	  	 	  
	  	 	(Facsimile Number) 
	Please print name of individual whose signature appears 	 	  
	above if different than the name of the Purchaser printed
    	 	  
	above 	 	  


Details of Beneficial Purchaser If Not Same as Subscriber

	 	 	 
	(Name – please print) 	 	Beneficial Purchaser's Address 
	  	 	 
	  	 	 
	(if space is inadequate, please attach a schedule	 	 
	containing the necessary information. 	 	 



	Registration Instructions 	 	Delivery Instructions 
	 	 	 
	 	 	 
	(Name 	 	Name 
	 	 	 
	 	 	 
	Account Reference, if applicable 	 	Account Reference, if applicable 
	 	 	 
	 	 	 
	Address 	 	Contact Name 
	 	 	 
	 	 	 
	  	 	Address 
	 	 	 
	 	 	 
	  	 	(Telephone Number) 






4

Execution by the Purchaser above shall constitute an
irrevocable offer and agreement by the Purchaser to subscribe for the securities
described herein on the terms and conditions herein. The Issuer shall be
entitled to rely on the delivery of a facsimile copy of this subscription, and
acceptance by the Issuer of such facsimile subscription shall be legally
effective to create a valid and binding agreement between the Purchaser and the
Issuer in accordance with the terms and conditions hereof. 

ACCEPTANCE

	This subscription is accepted and agreed to by the 	)	ENERTOPIA CORPORATION 
	Issuer as of the day of _____________, 2012. 	)	
	 	)	
	 	)	
	 	)	
	 	)	
	 		Per:        
      __________________________________________
	 		                Authorized
      Signatory 






5

INFORMATION REGARDING THE PURCHASER 

Please check the appropriate box (and complete the required
information, if applicable) in each section: 

	1. 	
      Security Holdings. The Purchaser and all persons
      acting jointly and in concert with the Purchaser own, directly or
      indirectly, or exercises control or direction over (provide additional
      detail as applicable):




	 	[  ]	_______________________common
      shares of the Issuer and/or the following other kinds of shares and
      convertible securities (including but not limited to convertible debt,
      warrants and options) entitling the Purchaser to acquire additional common
      shares or other kinds of shares of the Issuer: 
	 	 	  
	 	 	  
	 	 	  
	 	 	 
	 	 	  
	 	[  ]	No shares of the Issuer or
      securities convertible into shares of the Issuer. 



	2. 	
      Insider Status. The Purchaser
  either:




	 	[  ]	Is an "Insider" of the Issuer as
      defined in the BC Act, by virtue of being: 



	 	(a) 	
      a director or senior officer of the Issuer;

	 	 	 
	 	(b) 	
      a director or senior officer of a company that is an
      Insider or subsidiary of the Issuer;

	 	 	 
	 	(c) 	
      a person that beneficially owns or controls, directly or
      indirectly, voting shares of the Issuer carrying more than 10% of the
      voting rights attached to all the Issuer's outstanding voting
    shares;

	 	 	 
	 	(d) 	
      the Issuer itself if it holds any of its own
      securities.




	 	[  ]	Is not an Insider of the Issuer.
    






SCHEDULE "A" 

1.                    
DEFINITIONS 

1.2                  
In this Agreement, the following words have the following meanings unless
otherwise indicated: 

	 	(a) 	
      "1933 Act" means the United States Securities Act
      of 1933 , as amended;

	 	 	 
	 	(b) 	
      "Acts" means, collectively, the BC Act and the
      Alberta Act;

	 	 	 
	 	(c) 	
      "Agreement" means this Agreement, including
      Schedule "A" and all Appendices;

	 	 	 
	 	(d) 	
      "Alberta Act" means the Securities Act
      (Alberta), as amended, the regulations and rules made thereunder and
      all administrative policy statements, rules, instruments, blanket orders,
      notices, directions, and orders issued by the Alberta Securities
      Commission;

	 	 	 
	 	(e) 	
      "BC Act" means the Securities Act (British
      Columbia), as amended, the regulations and rules made thereunder and all
      administrative policy statements, rules, instruments, blanket orders,
      notices, directions, and orders issued by the BC Securities
    Commission;

	 	 	 
	 	(f) 	
      "Business Day" means any day except Saturday,
      Sunday, or a statutory holiday in Vancouver, British Columbia;

	 	 	 
	 	(g) 	
      "Closing" means the closing on the Closing Date of
      the transaction of purchase and sale in respect of the Units as
      contemplated by this Subscription Agreement;

	 	 	 
	 	(h) 	
      "Closing Date" means the day on which the Issuer
      issues the Units to the Purchaser;

	 	 	 
	 	(i) 	
      "Commissions" means the United States Securities
      Commission, the British Columbia Securities Commission and the Alberta
      Securities Commissions;

	 	 	 
	 	(j) 	
      "Disclosure Record" means, without limitation, the
      prospectuses, annual information forms, material change reports, press
      releases and other documents or reports filed by the Issuer with any
      applicable securities regulatory authority in Canada during the 12 months
      preceding the date hereof;

	 	 	 
	 	(k) 	
      "NI 45-102" means the National Instrument 45-102
      entitled "Resale of Securities" published by the Canadian Securities
      Administrators;

	 	 	 
	 	(l) 	
      "NI 45-106" means the National Instrument 45-106
      entitled "Prospectus and Registration Exemptions" published by the
      Canadian Securities Administrators;

	 	 	 
	 	(m) 	
      "Offering" means the offering of the Units by way
      of private placement;

	 	 	 
	 	(n) 	
      "Regulation S" means Regulation S promulgated
      under the 1933 Act;

	 	 	 
	 	(o) 	
      "Regulatory Authorities" means the
    Commissions;

	 	 	 
	 	(p) 	
      "Securities" means the Shares, Warrants and
      Warrant Shares;

	 	 	 
	 	(q) 	
      "Shares" means the previously unissued common
      shares of the Issuer comprising part of the
Units;







2

	 	(r) 	
      "Unit" means a unit of the Issuer consisting of
      one Share and one Warrant to be offered under the Private
  Placement;

	 	 	 
	 	(s) 	
      "United States" means the United States of
      America, its territories and possessions and any State of the United
      States and the District of Columbia;

	 	 	 
	 	(t) 	
      "U.S. Person" means a U.S. Person as that term is
      defined in Rule 902(o) of Regulation S, and includes (i) any natural
      person resident in the United States and (ii) any partnership or
      corporation organized or incorporated under the laws of United States,
      among other persons specified in such Rule;

	 	 	 
	 	(u) 	
      "Warrant Shares" means the previously unissued
      common shares of the Issuer, which will be issued on the exercise of the
      Warrants; and

	 	 	 
	 	(v) 	
      "Warrants" means the share purchase warrants
      comprising part of the Units.



2.                   
 PURCHASE AND SALE OF SHARES 

2.1                  
The Issuer is offering up to 20,000,000 Units at US$0.05 per Unit. Each Unit is
comprised of one Share and one Warrant entitling the holder thereof to acquire
one (1) Warrant Share of the Issuer for a period of twenty-four (24) months
after the date of issuance. The Warrants are exercisable at a price of US$0.10
per Warrant Share if exercised at any time up to twelve (12) months after the
date of issuance and at a price of US$0.20 per Warrant Share if exercised
anytime after twelve (12) months from the date of issuance until thirty-six (36)
months after the date of issuance. The offering price of the Units was
determined by the Issuer with regard to the market for our stock, as listed for
trading on the Canadian National Securities Exchange ("CNSX"). 

2.2                  
The Purchaser agrees to deliver to the Issuer as soon as possible and, in any
event, not later than 12:00 noon (Vancouver time) on the date which is two days
prior to the Closing Date, the following: 

	 	(a) 	
      a completed and duly executed copy of this
    Agreement;

	 	 	 
	 	(b) 	
      a completed and duly executed Appendix I Certificate of
      Purchasers;

	 	 	 
	 	(a) 	
      a completed and duly executive Appendix II –
      “Acknowledgement and Direction”; and

	 	 	 
	 	(b) 	
      all other documents as may be
required.



2.3                  
On the Closing Date, the Purchaser will deliver to the Issuer a certified
cheque, money order, bank draft or wire transfer drawn on a Canadian chartered
bank and made payable to the Issuer's solicitors Macdonald Tuskey in Trust,
Corporate and Securities Lawyers in Trust for Enertopia Corporation in the same
day freely transferable United States or Canadian funds in Vancouver
representing the total purchase price of the Units subscribed for by the
Purchaser under this Agreement. The Issuer will then issue and sell the
Purchaser’s Units and cause definitive certificates representing the number of
Purchaser’s Shares and Warrants so issued and registered in accordance with this
Subscription Agreement to be delivered in accordance with this Subscription
Agreement. 

3.                    
CONDITIONS OF PURCHASE 

3.1                  
The Purchaser acknowledges that the Issuer’s obligation to sell the Securities
to the Purchaser is subject to, among other things, the conditions that: 

	 	(a) 	
      the Purchaser duly completes, signs, and delivers to the
      Issuer a copy of this Agreement, together with all documents required by
      applicable securities legislation for delivery
on the Purchaser’s behalf, including without limitation the
      documents described in section 2.2 hereof;







3

	 	(b) 	
      the Issuer has received all necessary regulatory
      approvals to the Offering;

	 	 	 
	 	(c) 	
      the Issuer accepts this subscription;

	 	 	 
	 	(d) 	
      the sale of the Securities is exempt from prospectus
      requirements under the BC Act and any other applicable securities
      legislation relating to the sale of the Securities or all appropriate
      securities regulators issue all orders, consents, or approvals required to
      permit the sale without the Issuer having to register or file a
      prospectus;

	 	 	 
	 	(e) 	
      the Purchaser’s representations and warranties remain
      true and correct as at the Closing Date; and

	 	 	 
	 	(f) 	
      the Issuer being a "reporting issuer" as that term is
      defined in NI 45-102 at the Closing Date and for the four months preceding
      the date thereof in a jurisdiction of Canada.



4.                    
OFFERING DOCUMENTS

4.1                  
The offering is being made pursuant to exemptions (the "Exemptions") from
the registration and prospectus requirements of the applicable Acts. The use of
a particular Exemption may or may not require the delivery of an offering
memorandum to a Purchaser. Purchasers hereby acknowledge and agree that unless a
Purchaser is only able to purchase the Securities offered hereby pursuant to an
Exemption which requires the delivery of an offering memorandum (the "OM
Exemption") and they have completed and returned Appendix IIA, they will not
be entitled to a copy of the Offering Memorandum (as defined below) in
connection with their subscription and, notwithstanding any delivery or other
receipt of the Offering Memorandum, they are not entitled to the contractual
rights of the action provided therein or under any securities laws with respect
to any potential misrepresentations in the Offering Memorandum. 

4.2                  
  Purchasers purchasing the securities described herein pursuant to the OM Exemption
  acknowledge the receipt of the Issuer's offering memorandum dated July 16, 2012
  (the "Offering Memorandum"). Such Purchasers may cancel their subscription
  to purchase the Securities offered hereby and have their subscription funds
  returned without interest or deduction by sending a written notice to the Issuer
  by midnight of the second (2nd) business day after executing their subscription
  agreement. Once this period has elapsed, subscriptions are irrevocable. The
  Offering Memorandum contains statutory rights of rescission available only to
  those Subscribers who are purchasing the Units pursuant to an OM Exemption.
  See the Offering Memorandum for further de

5.                    
PURCHASER’S REPRESENTATIONS AND WARRANTIES 

5.1                  
The Purchaser acknowledges, represents, warrants and covenants to and with (on
its own behalf and, if applicable, on behalf of those for whom the Purchaser is
contracting hereunder) the Issuer that, as at the date of this Agreement and at
the Closing Date: 

	 	(a) 	
      The Issuer has not filed a prospectus with any of the
      Commissions or any other securities commission or similar authority in
      connection with the offering of the Securities and that:

	 	 	 	 
	 		(i) 	
      the Purchaser is restricted from using most of the civil
      remedies available under the Acts;

	 	 	 	 
	 		(ii) 	
      the Purchaser may not receive information that would
      otherwise be required to be provided to him under the
  Acts;







4

	 	(iii) 	
      the Issuer is relieved from certain obligations that it
      would otherwise be required to give if it provided a prospectus under the
      Acts; and

	 	 	 
	 	(iv) 	
      the issuance and sale of the Securities to the Purchaser
      is subject to the sale being exempt from the prospectus requirements of
      the Acts.




	 	(b) 	
      If the Purchaser is a resident of British Columbia or
      Alberta, then the Purchaser is purchasing the Securities as principal and
      is either:

	 	 	 	 
	 		(i) 	
      an "accredited investor" as defined in NI 45-106 and was
      not created or used solely to purchase or hold securities as an accredited
      investor as described in paragraph (m) of the definition of "accredited
      investor" in NI 45-106

	 	 	 	 
	 	(c) 	
      The Purchaser, if not a resident of British Columbia,
      certifies that it is not resident in British Columbia and acknowledges
      that:

	 	 	 	 
	 		(i) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 	 
	 		(ii) 	
      there is no government or other insurance covering the
      Securities;

	 	 	 	 
	 		(iii) 	
      there are risks associated with the purchase of the
      Securities;

	 	 	 	 
	 		(iv) 	
      there are restrictions on the Purchaser’s ability to
      resell the Securities and it is the responsibility of the Purchaser to
      find out what those restrictions are and to comply with them before
      selling the Securities; and

	 	 	 	 
	 		(v) 	
      the Issuer has advised the Purchaser that the Issuer is
      relying on an exemption from the requirements to provide the Purchaser
      with a prospectus and to sell securities through a person registered to
      sell securities under the Acts and, as a consequence of acquiring
      Securities pursuant to this exemption, certain protections, rights and
      remedies provided by the Acts, including statutory rights of rescission or
      damages, will not be available to the Purchaser.

	 	 	 	 
	 	(d) 	
      If the Purchaser is resident outside of Canada but not in
      the United States, the Purchaser:

	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to the applicable securities laws of the securities regulatory authorities
      (the "Authorities") having application in the jurisdiction in which
      the Purchaser is resident (the "International Jurisdiction") which
      would apply to the acquisition of the Securities, if any;

	 	 	 	 
	 		(ii) 	
      is purchasing the Securities pursuant to exemptions from
      the prospectus and registration requirements under the applicable
      securities laws of the Authorities in the International Jurisdiction or,
      if such is not applicable the Purchaser is permitted to purchase the
      Securities under the applicable securities laws of the Authorities in the
      International Jurisdiction without the need to reply on any
    exemption;

	 	 	 	 
	 		(iii) 	
      the applicable securities laws of the Authorities in the
      International Jurisdiction do not require the Issuer to make any filings
      or seek any approvals of any nature whatsoever from any Authority of any
      kind whatsoever in the International Jurisdiction in connection with the
      issue and sale or resale of the Securities; and

	 	 	 	 
	 		(iv) 	
      the purchase of the Purchaser's Securities by the
      Purchaser does not trigger:







5

	 	(A) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 
	 	(B) 	
      any continuous disclosure reporting obligation of the
      Issuer in the International Jurisdiction; and



the Purchaser will, if requested by
the Issuer, deliver to the Issuer a certificate or opinion of local counsel from
the International Jurisdiction which will confirm the matters referred to in
subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer,
acting reasonably; 

	 	(e) 	
      The Issuer is entitled to rely on the representations and
      warranties and the statements and answers of the Purchaser contained in
      this Agreement and the Appendices and the Purchaser will hold harmless the
      Issuer from any loss or damage it may suffer as a result of the
      Purchaser's failure to correctly complete this Agreement and the
      Appendices;

	 	 	 	 
	 	(f) 	
      The purchase of the Securities has not been made through
      or as a result of, and the distribution of the Securities has not been
      accompanied by, an advertisement in printed media of general and regular
      paid subscription, radio, or television.

	 	 	 	 
	 	(g) 	
      No person has made to the Purchaser any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of the
      Securities;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 	 
	 		(iv) 	
      that the Securities will be listed and posted for trading
      on a stock exchange or that an application has been made to list and post
      the Securities for trading on a stock exchange.

	 	 	 	 
	 	(h) 	
      The Purchaser is not a "control person" of the Issuer as
      defined in the BC Act, will not become a "control person" by virtue of the
      purchase of any of the Securities, and does not intend to act in concert
      with any other person to form a control group of the Issuer.

	 	 	 	 
	 	(i) 	
      The Purchaser, on its own behalf and on behalf of any
      disclosed principal, represents, warrants and agrees that:

	 	 	 	 
	 		(i) 	
      none of the Subscription Funds are being tendered on
      behalf of a person or entity who has not been identified as the Subscriber
      or the disclosed principal;

	 	 	 	 
	 		(ii) 	
      to the best of its knowledge, none of the Subscription
      Funds have been or will be derived from or related to any activity that is
      deemed criminal under the laws of Canada, the United States or any other
      jurisdiction;

	 	 	 	 
	 		(iii) 	
      without limiting the foregoing, none of the Subscription
      Funds will represent proceeds of crime for the purposes of the Proceeds of
      Crime (Money Laundering) and Terrorism Financing Act (Canada) (the
      "PCMLA"); and

	 	 	 	 
	 		(iv) 	
      it shall promptly notify the Issuer if the Subscriber
      discovers that any of such representations and warranties are or cease to
      be true, and shall promptly thereafter provide the Issuer with the
      appropriate information in connection
therewith.







6

	 	(j) 	
      The Subscriber acknowledges and agrees that the
      Securities have not been registered under the United States Securities Act
      of 1933 (the "1933 Act"), as amended, or any applicable State
      securities laws, and that the Securities will be deemed "Restricted
      Securities" as that term is defined under Rule 144 of the 1933 Act, and
      that the Securities may not be offered and sold, directly or indirectly,
      in the United States or by or to U.S. Persons (as defined in Regulation S
      promulgated under the 1933 Act) without registration under the 1933 Act
      and any applicable State securities laws, unless an exemption from
      registration is available. The Issuer is not obligated under any
      circumstances to register the Securities or to take any other actions to
      facilitate or permit any proposed resale or transfer thereof in the United
      States or otherwise by or to a U.S. Person, unless the transferee provides
      the Issuer with a legal opinion stating that the sale of the Securities is
      being made in compliance with (i) Rule 904 of Regulation S under the 1933
      Act and all applicable State securities laws, (ii) Rule 144 of the 1933
      Act and all applicable State securities laws, or (iii) another applicable
      exemption from the registration requirements of the 1933 Act and all
      applicable State securities laws. The Purchaser further acknowledges that
      the certificates representing the Securities will contain a legend
      prohibiting transfer of the Securities in the United States or by or to
      U.S. Persons (as defined in Regulation S promulgated under the 1933 Act),
      except in accordance with Regulation S.

	 	 	 	 
	 	(k) 	
      The Subscriber acknowledges and agrees that the Warrants
      may not be exercised in the United States or otherwise by or to or for the
      account or benefit of a U.S. Person without registration under the 1933
      Act and any applicable State securities laws, unless an exemption from
      registration is available and the holder of such Warrant furnishes the
      Issuer with a legal opinion of counsel satisfactory to the Issuer to that
      effect.

	 	 	 	 
	 	(l) 	
      With respect to compliance with the 1933 Act:

	 	 	 	 
	 		(i) 	
      the Purchaser is not a U.S. Person and the Securities are
      not being acquired by it for or on behalf of a U.S. Person;

	 	 	 	 
	 		(ii) 	
      no offers to sell the Securities were made by any person
      to the Purchaser while the Purchaser was in the United States, and the
      Subscriber was outside the United States at the time of execution and
      delivery of this subscription;

	 	 	 	 
	 		(iii) 	
      any person who acquires Securities will be required to
      provide the Issuer with written certification that it is not a U.S. Person
      or person in the United States and that the Securities are not being
      acquired by it for or on behalf of a U.S. Person or person in the United
      States; The Purchaser is not an underwriter and is acquiring the
      Securities solely for investment purposes for his or her own account and
      not with a view to, or for, resale in connection with any distribution
      within the United States or by or to U.S. Persons (as defined in
      Regulation S promulgated under the 1933 Act);

	 	 	 	 
	 		(iv) 	
      the Purchaser acknowledges that it has not acquired the
      Units as a result of, and will not itself engage in, any "directed selling
      efforts" (as defined in Regulation S under the 1933 Act) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Shares or the
      Warrant Shares pursuant to registration of any of the Shares or the
      Warrant Shares pursuant to the 1933 Act and any applicable state
      securities laws or under an exemption from such registration requirements and as
      otherwise provided herein; and







7

	 	(v) 	
      The Purchaser understands the speculative nature and
      risks of investment in the Securities and confirms that the Securities
      would be suitable and consistent with his or her investment program and
      that his or her financial position enable him or her to bear the risks of
      such investment.




	 	(m) 	
      The Purchaser has no knowledge of a "material fact" or
      "material change" (as those terms are defined in the Acts) in the Issuer’s
      affairs that has not been generally disclosed to the public, save
      knowledge of this particular transaction.

	 	 	 
	 	(n) 	
      If the Purchaser is an individual, the Purchaser has
      attained the age of majority and is legally competent to enter into and
      sign this Agreement and to take all actions required pursuant hereto, and
      if the Purchaser is a corporation, the Purchaser is duly incorporated and
      validly subsisting under the laws of its jurisdiction of incorporation,
      and its directors, shareholders, and others have given all necessary
      approvals to authorize the signing of this Agreement on the Purchaser’s
      behalf.

	 	 	 
	 	(o) 	
      The entering into of this Agreement and the transactions
      contemplated hereby will not result in the violation of any of the terms
      and provisions of any law applicable to, or the constating documents of,
      the Purchaser or of any agreement, written or oral, to which the Purchaser
      may be a part or by which it is or may be bound.

	 	 	 
	 	(p) 	
      The Purchaser has duly signed and delivered this
      Agreement and this Agreement constitutes a legal, valid, and binding
      agreement of the Purchaser enforceable against the Purchaser in accordance
      with its terms.

	 	 	 
	 	(q) 	
      The Purchaser has obtained independent advice as to the
      applicable hold period imposed on the Securities by NI 45-102 and the 1933
      Act, and other securities legislation, and confirms that the Issuer has
      made no representations regarding the applicable hold periods for the
      Securities, and the Purchaser is aware of the risks and other
      characteristics of the Securities and of the fact that the Purchaser may
      not be able to resell the Securities except in accordance with NI 45-102,
      the 1933 Act, and other applicable securities legislation.

	 	 	 
	 	(r) 	
      If required by applicable securities legislation, policy,
      or order or by any securities commission, stock exchange or other
      regulatory authority, the Purchaser will sign, deliver, file, and
      otherwise assist the Issuer in filing all reports, undertakings, and other
      documents required with respect to the issue of the Securities.

	 	 	 
	 	(s) 	
      the Purchaser is capable of assessing and evaluating the
      risks and merits of this investment as a result of the Purchaser’s
      financial, investment or business experience or as a result of advice
      received from a registered person other than the Issuer or an affiliate
      thereof, and the Purchaser or, where it is not purchasing as principal,
      each beneficial purchaser is able to bear the economic loss of its
      investment.

	 	 	 
	 	(t) 	
      the Purchaser (or, if applicable, others for whom it is
      contracting hereunder) has been advised to consult its own legal and tax
      advisors with respect to applicable resale restrictions and tax
      considerations, and it (or, if applicable, others for whom it is
      contracting hereunder) is solely responsible for compliance with
      applicable resale restrictions and applicable tax
  legislation.







8

	 	(u) 	
      The Purchaser makes the representations, warranties,
      covenants, and acknowledgements contained in this Agreement and in any
      other Appendices, documents, or materials signed and delivered by the
      Purchaser hereunder, with the intent that the Issuer and its professional
      advisors may rely on them in determining the Purchaser’s eligibility or,
      if applicable, the eligibility of others on whose behalf the Purchaser is
      contracting to purchase the Securities, and the Purchaser agrees to
      indemnify the Issuer against all losses, claims, costs, expenses, and
      damages or liabilities which the Issuer may suffer or incur caused by or
      arising from its reliance thereon.

	 	 	 
	 	(v) 	
      The Purchaser agrees that the above representations,
      warranties, covenants, and acknowledgements will be true and correct both
      as of the signing date of this Agreement and as of the Closing Date and
      that they will survive the Purchaser’s purchase of the Securities and will
      continue in full force and effect even if the Purchaser subsequently
      disposes of any of the Securities. The Purchaser undertakes to notify the
      Issuer immediately of any change in any representation, warranty, or other
      information relating to the Purchaser set forth herein which takes place
      before the Closing Date.

	 	 	 
	 	(w) 	
      it has no intention to distribute, either directly or
      indirectly, any of the Securities in the United States or to U.S.
      Persons.

	 	 	 
	 	(x) 	
      the current structure of this transaction and all
      transactions and activities contemplated hereunder, and the Purchaser's
      participation therein, is not a scheme to avoid the registration
      requirements of the 1933 Act.



6.         
           ISSUER’S
COVENANTS 

6.1                  
The Issuer covenants and agrees with the Purchaser as follows: 

	 	(a) 	
      on the Closing Date, the Issuer will have taken all
      necessary steps to duly and validly create and issue the Securities as
      fully paid and non-assessable;

	 	 	 
	 	(b) 	
      the Issuer has been duly incorporated and organized and
      is a valid and subsisting company under the laws of the State of
      Nevada;

	 	 	 
	 	(c) 	
      the Issuer has the full corporate right, power and
      authority to execute this Subscription Agreement, and to issue the
      Securities to the Purchaser pursuant to the terms of this Subscription
      Agreement; and

	 	 	 
	 	(d) 	
      this Subscription Agreement constitutes a binding and
      enforceable obligation of the Issuer, enforceable in accordance with its
      terms.



7.                    
RESALE RESTRICTIONS AND LEGENDING OF SECURITIES 

7.1                  
The Purchaser acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that none of the
Securities have been registered under the 1933 Act or the securities laws of any
state of the United States. None of the Securities may be offered or sold in the
United States unless registered in accordance with federal securities laws and
all applicable state securities laws or exemptions from such registration
requirements are available 

7.2                  
The Purchaser further acknowledges that the Securities will be subject to
restrictions on resale imposed by NI 45-102, which in Canada will be four months
and one day from the Closing Date. 

7.3                  
The Purchaser agrees to consult his own legal advisors regarding the statutory
resale restrictions applicable to the Securities before the resale of any of the
Securities. 




9

7.4                  
The certificates representing the Securities will bear a legend denoting the
resale restrictions imposed by NI 45-102, the 1933 Act and other applicable
securities legislation. The Purchaser agrees to sell, assign, or transfer the
Securities only in accordance with these legends. 

7.5                  
The Purchaser acknowledges and agrees that: 

	 	(a) 	
      the Securities have not been and will not be registered
      under the United States Securities Act of 1933, as amended (the "1933
      Act"), or any State securities laws, and may not be offered and sold,
      directly or indirectly, in the United States or by or to or for the
      account or benefit of a U.S. Person (as defined in Regulation S
      ("Regulation S") promulgated under the 1933 Act) without registration
      under the 1933 Act and any applicable State securities laws, unless an
      exemption from registration is available;

	 	 	 
	 	(b) 	
      the Issuer has no present intention and is not obligated
      under any circumstances to register the Securities, or to take any other
      actions to facilitate or permit any proposed resale or transfer thereof in
      the United States or otherwise by or to or for the account or benefit of a
      U.S. Person, and in particular, the Subscriber and the Issuer further
      acknowledge and agree that the Issuer is hereby required to refuse to
      register any transfer of the Securities not made in accordance with the
      provisions of Regulation S, pursuant to registration under the 1933 Act,
      or pursuant to an available exemption from registration; and

	 	 	 
	 	(c) 	
      the Warrants may not be exercised in the United States or
      otherwise by or to or for the account or benefit of a U.S. Person without
      registration under the 1933 Act and any applicable State securities laws,
      unless an exemption from registration is available and the holder of such
      Warrant furnishes the Issuer with a legal opinion of counsel satisfactory
      to the Issuer to that effect.



7.6                  
The foregoing discussion on hold periods and resale restrictions is a general
summary only and is not intended to be comprehensive or exhaustive, or to apply
in all circumstances. Purchasers are advised to consult with their own
advisors concerning their particular circumstances and the particular nature of
the restrictions on transfer, the extent of the applicable hold period and the
possibilities of utilizing any further exemptions or the obtaining of a
discretionary order to transfer any Securities. Subscribers are further advised
against attempting to resell or transfer any Securities until they have
determined that any such resale or transfer is in compliance with the
requirements of all applicable securities laws, including but not limited to
compliance with restrictions on certain pre-trade activities and the filing with
the appropriate regulatory authority of reports required upon any resale of the
Securities. 

7.7                  
The Purchaser hereby acknowledges that upon the issuance thereof, and until such
time as the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the Shares, the Warrants or
the Warrant Shares will bear a legend in substantially the following form: 


  
    
      
        THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED
          IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
          DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES
          ACT OF 1933, AS AMENDED (THE "1933 ACT"). 

        NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
          REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
          UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
          IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS
          EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
          ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
          ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
          NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
          EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
          IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
          CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND
          "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

      

    

  






10


  
    
      
        UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
          HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE
          THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]. 

      

    

  



8.                    
FINDERS FEE 

8.1                  
The Purchaser acknowledges that the Issuer may pay finder's fees to certain
arm's length parties (the "Finders") in connection with the completion of
the Private Placement equal to 10% of the aggregate subscription proceeds
realized from the sale of the Units by the respective Finder, payable in cash or
shares, and broker’s warrants ("Broker Warrants") equal to 10% of the
aggregate subscription proceeds. The Broker Warrants shall have the same terms
as the Warrants. 

9.                    
SUBSCRIPTION 

9.1                  
This subscription is irrevocable, subject to section Error! Reference source
not found. and to acceptance hereof by the Issuer.

9.2                  
The Purchaser hereby authorizes and directs the Issuer to deliver certificates
representing the Shares and Warrants to be issued to such Purchaser pursuant to
this Subscription Agreement to the residential or business address indicated in
this subscription. 

9.3                  
 This subscription may be accepted in whole or in part by the Issuer at its
sole discretion and the right is reserved to the Issuer at its sole discretion
to allot to any Purchaser less than the amount of Units subscribed for.
Confirmation of acceptance or rejection of this subscription will be forwarded
to the Purchaser promptly after the acceptance or rejection of the subscription
by the Issuer.

10.                   
CLOSING DATE 

10.1                 
The Closing Date will take place on a date to be determined by the Issuer.

10.2                 
On the Closing Date, subject to section 3.1, the Issuer will issue and deliver
to the Purchaser the certificates representing the Shares and Warrants purchased
by the Purchaser registered as instructed on page 2 of this Agreement. 

11.                  
 COLLECTION OF PERSONAL INFORMATION 

11.1                 
The Purchaser (on its own behalf and, if applicable, on behalf of any person for
whose benefit the Purchaser is subscribing) acknowledges and consents to the
collection by the Issuer of the Purchaser's (and any beneficial purchaser’s)
personal information for the purpose of completing the Purchaser’s subscription. The Purchaser (on its own behalf and,
if applicable, on behalf of any person for whose benefit the Purchaser is
subscribing) acknowledges and consents to the Issuer retaining the personal
information for as long as permitted or required by applicable law or business
practices. The Purchaser (on its own behalf and, if applicable, on behalf of any
person for whose benefit the Purchaser is subscribing) further acknowledges and
consents to the Issuer disclosing as required by applicable securities laws,
stock exchange rules, and IDA rules to regulatory authorities, or to other
authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorism
Financing Act (Canada), any personal information provided by the Purchaser
respecting itself (and any beneficial purchaser). The Purchaser represents and
warrants that it has the authority to provide the consents and acknowledgements
set out in this paragraph on behalf of all beneficial purchasers. 




11

11.2                 
Furthermore, the Purchaser is hereby notified that: 

	 	(i) 	
      the Issuer may deliver to the Ontario Securities
      Commission certain personal information pertaining to the Purchaser,
      including such Purchaser’s full name, residential address and telephone
      number, the number of Securities purchased by the Purchaser and the total
      purchase price paid for such Securities, the prospectus exemption relied
      on by the Issuer and the date of distribution of the Securities,

	 	 	 
	 	(ii) 	
      such information is being collected indirectly by the
      Ontario Securities Commission under the authority granted to it in
      securities legislation,

	 	 	 
	 	(iii) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Ontario, and

	 	 	 
	 	(iv) 	
      the Purchaser may contact the following public official
      in Ontario with respect to questions about the Ontario Securities
      Commission’s indirect collection of such information at the following
      address and telephone number:

	 	 	 
	 		
      Administrative Assistant to the Director of Corporate
      Finance Ontario Securities Commission Suite 1903, Box 55, 20 Queen Street
      West Toronto, Ontario, M5H 3S8 Telephone: (416)
593-8086



12.                   
NOTICE 

12.1        
         Any notice under this Agreement
will be given in writing and must be delivered, sent by facsimile transmission,
or mailed by prepaid post and addressed to the party to which notice is to be
given at the address indicated above, or at another address designated by the
party in writing. 

12.2                 
If notice is sent by facsimile transmission or is delivered, it will be deemed
to have been given at the time of transmission or delivery. 

12.3                 
If notice is mailed, it will be deemed to have been received 48 hours following
the date of mailing of the notice. 

12.4                 
If there is an interruption in normal mail service due to strike, labour unrest,
or other cause at or prior to the time a notice is mailed, the notice will be
sent by facsimile transmission or will be delivered. 




12

13.                   
MISCELLANEOUS 

13.1                 
A party may not assign this Agreement without the other party’s written consent.


13.2                 
All references to currency refer to United States dollars. 

13.3                 
Time is of the essence of this Agreement and will be calculated in accordance
with the provisions of the Interpretation Act (British Columbia). 

13.4                 
Except as expressly provided in this Agreement and in the agreements,
instruments, and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties regarding the
Securities and there are no other terms, conditions, representations, or
warranties, whether expressed, implied, oral, or written, by statute, by common
law, by the Issuer, or by anyone else. 

13.5                 
The parties to this Agreement may amend this Agreement only in writing. 

13.6                 
This Agreement enures to the benefit of and is binding on the parties to this
Agreement and their successors and permitted assigns. 

13.7                 
This Agreement is to be read with all changes in gender or number required by
the context. 

13.8                 
This Agreement will be governed by and construed in accordance with the laws of
British Columbia and the parties irrevocably attorn and submit to the
jurisdiction of the court of British Columbia with respect to any dispute
related to this Agreement. 

13.9                 
The parties may sign this Agreement in any number of counterparts and may
deliver this Agreement by facsimile, all of which, when taken together, will be
deemed to be one and the same document. 

13.10               
All costs and expenses incurred by the Purchaser (including any fees and
disbursements of any special counsel obtained by the Purchaser) relating to the
sale of the Units to the Purchaser shall be borne by the Purchaser. 




APPENDIX I 

CERTIFICATE OF 
PURCHASERS 

All Purchasers need to complete this Certificate. 

TO:    ENERTOPIA CORPORATION

In addition to the covenants, representations and warranties
contained in the Subscription Agreement, to which this Appendix II – Certificate
of Purchasers is attached, the undersigned Purchaser (or the Purchaser on behalf
of one or more beneficial purchasers for whom the Purchaser is purchasing as
principal) covenants, represents and warrants to the Issuer that the Purchaser
(or one or more beneficial purchasers for whom the Purchaser is purchasing as
principal) either (i) qualifies under Category 1 – Accredited Investor as an
"accredited investor" as defined in NI 45-106 and has checked the appropriate
box below.

CATEGORY 1 – Accredited Investor 

	 	 _____	(a) 	
      a Canadian financial institution, or a Schedule III
      bank;

	 	 	 	 
	 	 _____	(b) 	
      the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act
  (Canada);

	 	 	 	 
	 	 _____	(c) 	
      a subsidiary of any person referred to in paragraphs (a)
      or (b), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;

	 	 	 	 
	 	 _____	(d) 	
      a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador);

	 	 	 	 
	 	 _____	(e) 	
      an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (d);

	 	 	 	 
	 	 _____	(f) 	
      the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;

	 	 	 	 
	 	 _____	(g) 	
      a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de l'île de Montréal or an intermunicipal management board in
      Québec;

	 	 	 	 
	 	 _____	(h) 	
      any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or an agency of
      that government;







- 2 – 

	 	 _____	(i) 	
      a pension fund that is regulated by the Office of the
      Superintendent of Financial Institutions (Canada) a pension commission or
      similar regulatory authority of a jurisdiction of Canada;

	 	 	 	 
	 	 _____	(j) 	
      an individual who, either alone or with a spouse,
      beneficially owns financial assets having an aggregate realizable value
      that before taxes, but net of any related liabilities, exceeds
      $1,000,000;

	 	 	 	 
	 	 _____	(k) 	
      an individual whose net income before taxes exceeded
      $200,000 in each of the two most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the two most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar
    year;

	 	 	 	 
	 	 _____	(l) 	
      an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000;

	 	 	 	 
	 	 _____	(m) 	
      a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements and that was not created or used solely to
      purchase or hold securities as an accredited investor under this paragraph
      (m);

	 	 	 	 
	 	 _____	(n) 	
      an investment fund that distributes or has distributed
      its securities only to;




	 	(i) 	
      a person that is or was an accredited investor at the
      time of the distribution;

	 	 	 
	 	(ii) 	
      a person that acquires or acquired securities in the
      circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount
      investment], or 2.19 of NI 45-106 [Additional investment in
      investment funds], or

	 	 	 
	 	(iii) 	
      a person described in paragraph (i) or (ii) that acquires
      or acquired securities under section 2.18 of NI 45-106 [Investment fund
      reinvestment];




	 	 _____	(o) 	
      an investment fund that distributes or has distributed
      securities under a prospectus in a jurisdiction of Canada for which the
      regulator, or, in Québec, the securities regulatory authority has issued a
      receipt;

	 	 	 	 
	 	 _____	(p) 	
      a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may
    be;

	 	 	 	 
	 	 _____	(q) 	
      a person acting on behalf of a fully managed account
      managed by that person, if that person




	 	(i) 	
      is registered or authorized to carry on business as an
      adviser or the equivalent under the securities legislation of a
      jurisdiction of Canada or a foreign jurisdiction, and

	 	 	 
	 	(ii) 	
      in Ontario, is purchasing a security that is not a
      security of an investment fund;







- 3 – 

	 	 _____	(r) 	
      a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility adviser or an adviser registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded;

	 	 	 	 
	 	 _____	(s) 	
      an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function;

	 	 	 	 
	 	 _____	(t) 	
      a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;

	 	 	 	 
	 	 _____	(u) 	
      an investment fund that is advised by a person registered
      as an adviser or a person that is exempt from registration as an
      adviser;

	 	 	 	 
	 	 _____	(v) 	
      a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as an accredited investor.



CATEGORY 2 – NOT APPLICABLE 

CATEGORY 3 – NOT APPLICABLE 

CATEGORY 4 – Offering Memorandum 

	 	 _____	(a) 	
      The Purchaser does not meet any of the criteria set out
      in Category 1, and the Purchaser is purchasing the Units as principal and
      has received a copy of the Offering Memorandum of the Issuer prior to its
      execution of the Subscription Agreement for the Units. Please turn to
      and complete Appendix IIA attached hereto; AND

	 	 	 	 
	 	 _____	(b) 	
      If the Subscriber is resident in Alberta, Manitoba,
      Northwest Territories, Nunavut, Prince Edward Island, Quebec, Saskatchewan
      or Yukon, the aggregate acquisition cost to the Subscriber does not exceed
      $10,000 or the Subscriber falls within one of the categories of “ eligible
      investor” below:




	 	 _____	(a) 	
      a person whose




	 	(ii) 	
      net assets, alone or with a spouse, in the case of an
      individual, exceed $400 000,

	 	 	 
	 	(ii) 	
      net income before taxes exceeded $75 000 in each of the 2
      most recent calendar years and who reasonably expects to exceed that
      income level in the current calendar year, or

	 	 	 
	 	(iii) 	
      net income before taxes, alone or with a spouse, in the
      case of an individual, exceeded $125 000 in each of the 2 most recent
      calendar years and who reasonably expects to exceed that income level in
      the current calendar year,







- 4 – 

	 	 _____	(b) 	
      a person of which a majority of the voting securities are
      beneficially owned by eligible investors or a majority of the directors
      are eligible investors,

	 	 	 	 
	 	 _____	(c) 	
      a general partnership of which all of the partners are
      eligible investors,

	 	 	 	 
	 	 _____	(d) 	
      a limited partnership of which the majority of the
      general partners are eligible investors,

	 	 	 	 
	 	 _____	(e) 	
      a trust or estate in which all of the beneficiaries or a
      majority of the trustees or executors are eligible investors,

	 	 	 	 
	 	 _____	(f) 	
      an accredited investor,

	 	 	 	 
	 	 _____	(g) 	
      a person described in section 2.5 Family, friends and
      business associates of National Instrument 45-106, or

	 	 	 	 
	 	 _____	(h) 	
      a person that has obtained advice regarding the
      suitability of the investment and, if the person is resident in a
      jurisdiction of Canada, that advice has been obtained from an eligibility
      adviser;



"financial assets" means

	 	(a) 	
      cash,

	 	(b) 	
      securities, or

	 	(c) 	
      a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation



"fully managed account" means an account of a client for
which a person makes the investment decisions if that person has full discretion
to trade in securities for the account without requiring the client's express
consent to a transaction; 

"person" includes 

	 	(a) 	
      an individual,

	 	(b) 	
      a corporation,

	 	(c) 	
      a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and

	 	(d) 	
      an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;



"related liabilities" means 

	 	(a) 	
      liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or

	 	(b) 	
      liabilities that are secured by financial
  assets;



"spouse" means, an individual who, 

	 	(a) 	
      is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act (Canada),
      from the other individual, or

	 	(b) 	
      is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender; or

	 	(c) 	
      in Alberta, is an individual referred to in paragraph (a)
      or (b), or is an adult interdependent partner within the meaning of the
      Adult Interdependent Relationships Act
(Alberta);







- 5 -

The representations, warranties, statements and certification
made in this Certificate are true and accurate as of the date of this
Certificate and will be true and accurate as of the Closing. If any such
representation, warranty, statement or certification becomes untrue or
inaccurate prior to the Closing, the undersigned Purchaser shall give the Issuer
immediate written notice thereof. 

The Purchaser acknowledges that the Issuer will be relying on
this Certificate in connection with the Subscription Agreement. 

The statements made on this certificate are true. 

EXECUTED by the Purchaser at
___________________________this _____day of ___________________, 2012. 

	If a corporation, partnership or other entity: 	 	If an individual: 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Signature 
	 	 	 
	 	 	 
	Name and Position of Signatory 	 	Print Name 
	 	 	 
	 	 	 
	Name of Purchasing Entity 	 	Jurisdiction of Residence 
	 	 	 
	 	 	 
	Jurisdiction of Residence 	 	  






You are buying Exempt Market Securities


They are called exempt market securities because two
parts of securities law do not apply to them. If an issuer wants to sell
exempt market securities to you: 

	
  the issuer does not have to give you a prospectus (a document that
  describes the investment in detail and gives you some legal protections), and
  

  
	
  the securities do not have to be sold by an investment dealer registered
  with a securities regulatory authority. 



There are restrictions on your ability to resell exempt
market securities. Exempt market securities are more risky than other
securities. 

You will not receive advice

You will not get professional advice about whether the
investment is suitable for you. But you can still seek that advice from a
registered adviser or registered dealer. In Alberta, Manitoba, Northwest
Territories, Nunavut, Prince Edward Island, Québec, Saskatchewan and Yukon to
qualify as an eligible investor, you may be required to obtain that advice. 

* * * * * * * 

For more information on the exempt market, call your local
  securities regulatory authority

	Alberta Securities Commission 	British Columbia Securities Commission
    
	Telephone: (403) 297-6454 	Telephone: (604) 899-6500 
	Facsimile: (403) 297-6156 	Facsimile: (604) 899-6506 
	Website: www.albertasecurities.com 	Website: www.bcsc.bc.ca 


Instruction: 

The purchaser must sign 2 copies of this form. The
purchaser and the issuer must each receive a signed copy. 




APPENDIX II 

ACKNOWLEDGMENT AND DIRECTION 

	TO: 	Macdonald Tuskey, Corporate and Securities
      Lawyers 
	  	  
	RE: 	Enertopia Corporation (the
      "Issuer") 
	  	Private Placement of Units at a price of
      US$0.05 per Unit (the "Offering"). 
	 	 
	 	 


The undersigned (the "Subscriber") hereby confirms that
it shall, on the Closing Date, deposit $ __________________(the
"Deposited Funds") in trust with Macdonald Tuskey, Corporate and
Securities Lawyers ("MT") as deposit against the purchase of securities
of the Issuer under the Offering. 

The Subscriber hereby expressly acknowledges and agrees that it
shall be required to enter into a subscription agreement (the "Subscription
Agreement") with the Issuer which subscription agreement shall set forth the
terms upon which the Issuer will offer to sell securities to the Subscriber,
which terms shall be irrevocable and binding on the Subscriber upon acceptance
of the Subscriber's executed Subscription Agreement by the Issuer. 

The Subscriber acknowledges and agrees that MT in no way
represents the interests of the Subscriber in any manner or for any purpose
whatsoever. The Subscriber confirms that it has had the opportunity to consult
with its own legal counsel with respect to the purchase any potential resale of
the Securities. 

The Subscriber hereby expressly and irrevocably authorizes and
directs MT, to release and deliver the Deposited Funds to the Issuer against the
issuance of certificates representing the Shares and Warrants subscribed for by
the Subscriber under the Subscription Agreement. 

EXECUTED by the undersigned at ___________________________this
_____day of ___________________, 2012. 

	If a corporation, partnership or other entity: 	 	If an individual: 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Signature 
	 	 	 
	 	 	 
	Name of Entity 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	  
	 	 	 
	 	 	 
	Name and Position of Signatory 	 	  






APPENDIX IIA 

Each Subscriber relying on the "Offering Memorandum"
exemption contained in Part 2 of National Instrument 45-106 is required to
complete and execute the following acknowledgment 

FORM 45-106F4 

RISK ACKNOWLEDGMENT 


 

You have 2 business days to cancel your purchase. 

To do so, send a notice to Enertopia Corporation stating that
you want to cancel your purchase. You must send the notice before midnight on
the 2nd business day after you sign the agreement to purchase the securities.
You can send the notice by fax or email or deliver it in person to Enertopia
Corporation at its business address. Keep a copy of the notice for your records.


	Issuer and Address: 	Enertopia Corporation 
	  	950 – 1130 West Pender Street 
	  	Vancouver, British Columbia 
	  	Canada, V6E 4A4 
	  	  
	  	  
	Facsimile Number: 	(604) 685-1602 
	Email: 	bossbunka@gmail.com 


PLEASE REVIEW THE INFORMATION ON PAGE 2 OF THIS RISK
ACKNOWLEDGMENT 




FORM OF CLEARANCE LETTER 

TO:        Olympia Trust
Company, for the Shares of Enertopia Corporation (the “Company”). 

The undersigned (A) acknowledges that the sale of the common
shares represented by certificate number ________________, to which this
declaration relates, is being made in reliance on Rule 904 of Regulation S under
the United States Securities Act of 1933, as amended (the “1933 Act”), and (B)
certifies that (1) the undersigned is not an “affiliate” (as defined in Rule 405
under the 1933 Act) of the Company; (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believe that the buyer was outside the
United States, or (b) the transaction was executed on or through the facilities
of a designated offshore securities market within the meaning of Rule 902(b)
under the 1933 Act, and neither the seller nor any person acting on its behalf
knows that the transaction has been prearranged with a buyer in the United
States; (3) neither the seller nor any person acting on its behalf engaged in
any directed selling efforts in connection with the offer and sale of such
securities; and (4) the sale is bona fide and not for the purpose of “washing
off” the resale restrictions imposed because the securities are “restricted
securities” (as that term is defined in Rule 144(a)(3) under the 1933 Act); (5)
the seller does not intend to replace such securities with fungible unrestricted
securities; and (6) the contemplated sale is not a transaction, or part of a
series of transactions, which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the 1933
Act. Terms used herein have the meanings given to them by Regulation S under the
1933 Act. 

By: __________________________________  Dated:
____________________________
             
Signature 

______________________________________
Name (please print)


Affirmation by Seller’s Broker-Dealer 

We have read the foregoing representations of our customer,
_________________________(the “Seller”) dated _______________________, with
regard to the sale, for such Seller’s account, of the common shares represented
by certificate number_______ of the Company described therein, and we hereby
affirm that, to the best of our knowledge and belief, the facts set forth
therein are full, true and correct. 

__________________________________________
Name of Firm 

By: _______________________________________
                Authorized
officer 

Date: _____________________________________