Enertopia Corporation - Exhibit -10.3 - Filed by newsfilecorp.com






THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE WARRANTS WERE ISSUED 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”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE 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 IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN 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 ACCORDANCE
WITH THE 1933 ACT.” 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER 28, 2012 

WARRANTS TO PURCHASE COMMON SHARES 

OF 

ENERTOPIA CORPORATION.
(incorporated under the laws of
the State of Nevada) 


	Warrant Number: 2012- • • •	Number of Warrants represented by this certificate:
      •


THIS CERTIFIES THAT, for value received, z of z (the “Holder”),
  being the registered holder of these non-transferable warrants (the “Warrants”)
  is entitled, at any time prior to 4:30 p.m. (Vancouver time) on August 24, 2015
  (the “Expiry Day”), to subscribe for and purchase the number
  of common shares (the “Warrant Shares”) of Enertopia Corporation
  (the “Company”) set forth above on the basis of one Warrant
  Share at a price of US$0.10 in the first year and at a price of US$0.20
  in the second and third year (the “Exercise Price”) for each
  Warrant exercised, subject to adjustment as set out herein and only in accordance
  with the provisions hereof, by surrendering to the Company at its principal
  office, 950 – 1130 West Pender Street, Vancouver, British Columbia V6E
  4A4, Canada, this Warrant certificate (the “Warrant Certificate”),
  with a completed and executed subscription form attached hereto, and payment
  in full for the Warrant Shares being purchased.

	1. 	
      Definitions: In this Warrant
      Certificate, unless there is something in the subject matter or context
      inconsistent therewith, the following expressions shall have the following
      meanings namely:

	 	 	 
		(a) 	
      “Adjustment Period” means the period commencing on
      the date hereof and ending at the Expiry Time;

	 	 	 
		(b) 	
      “Business Day” means any day other than a
      Saturday, Sunday, legal holiday or a day on which banking institutions are
      closed in Toronto, Ontario or Vancouver, British Columbia;

	 	 	 
		(c) 	
      “CNSX” means the Canadian National Stock
      Exchange;

	 	 	 
		(d) 	
      “Common Shares” means the common shares of the
      Company as such shares are constituted on the date hereof, as the same may
      be reorganized, reclassified or otherwise changed pursuant to any of the
      events set out in Section 11 hereof;

	 	 	 
		(e) 	
      “Company” means Enertopia Corporation, a company
      incorporated under the laws of the State of Nevada and its successors and
      assigns;

	 	 	 
		(f) 	
      “Exercise Price” means US$0.10 per Warrant Share
      in the first year and US$0.20 per Warrant Share
in the second and third year, subject to adjustment in
      accordance with Section 11 hereof;








	 	(g) 	
      “Expiry Day” means August 24, 2015;

	 	 	 
	 	(h) 	
      “Expiry Time” means 4:30 p.m. (Vancouver time), on
      the Expiry Day;

	 	 	 
	 	(i) 	
      “Holder” shall have the meaning ascribed thereto
      on the face page hereof;

	 	 	 
	 	(j) 	
      “person” means an individual, corporation,
      partnership, unincorporated syndicate, unincorporated organization, trust,
      trustee, executor, administrator, or other legal representative, or any
      group or combination thereof or any other entity whatsoever;

	 	 	 
	 	(k) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(l) 	
      “Trading Day” with respect to a stock exchange,
      market or over-the-counter market means a day on which such stock exchange
      or over-the-counter market is open for business;

	 	 	 
	 	(m) 	
      “United States” means the United States of
      America, its territories and possessions, any State of the United States
      and the District of Columbia;

	 	 	 
	 	(n) 	
      “U.S. Person” means U.S. person as that term is
      defined in Regulation S under the U.S. Securities Act;

	 	 	 
	 	(o) 	
      “U.S. Securities Act” means the United States
      Securities Act of 1933, as amended;

	 	 	 
	 	(p) 	
      “Warrant” means a warrant exercisable to purchase
      one Warrant Share at the Exercise Price until the Expiry Time;
  and

	 	 	 
	 	(q) 	
      “Warrant Share” means the Common Share issuable
      upon the exercise of the Warrant.




	2. 	
      Expiry Time: At the Expiry Time, all
      rights under the Warrants evidenced hereby, in respect of which the right
      of subscription and purchase herein provided for shall not theretofore
      have been exercised, shall expire and be of no further force and
      effect.

	 	 	 
	3. 	
      Exercise Procedure:

	 	 	 
		(a) 	
      The Holder may exercise the right to subscribe and
      purchase the number of Warrant Shares herein provided, by delivering to
      the Company prior to the Expiry Time at its principal office this Warrant
      Certificate, with the subscription form attached hereto duly completed and
      executed by the Holder or its legal representative or attorney, duly
      appointed by an instrument in writing in form and manner satisfactory to
      the Company, together with a certified cheque or bank draft payable to or
      to the order of the Company in an amount equal to the aggregate Exercise
      Price in respect of the Warrants so exercised. Any Warrant Certificate so
      surrendered shall be deemed to be surrendered only upon delivery thereof
      to the Company at its principal office set forth herein (or to such other
      address as the Company may notify the Holder).

	 	 	 
		(b) 	
      Upon such delivery as aforesaid, the Company shall cause
      to be issued to the Holder hereof the Warrant Shares subscribed for not
      exceeding those which such Holder is entitled to purchase pursuant to this
      Warrant Certificate and the Holder hereof shall become a shareholder of
      the Company in respect of the Warrant Shares subscribed for with effect
      from the date of such delivery and shall be entitled to delivery of a
      certificate evidencing the Warrant Shares and the Company shall cause such
      certificates to be mailed to the Holder hereof at the address or addresses
      specified in such subscription as soon as practicable, and in any event
      within ten (10) Business Days of such delivery.

	 	 	 
		(c) 	
      The certificate or certificates representing Warrant
      Shares issued before December 25, 2012 upon exercise of the Warrants
      represented hereby shall be impressed with a legend substantially in the
      following form (and any other legends as required by the Canadian
      regulatory authorities or the Canadian stock exchanges):








	 	(d) 	
      For Non-U.S. Persons, the certificate or certificates
      representing Warrant Shares issued upon exercise of the Warrants
      represented hereby shall be impressed with a legend substantially in the
      following form:




  
    
      
        
          “UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
            THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER
            25, 2012. 

          THESE SECURITIES WERE ISSUED 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”). ACCORDINGLY, NONE OF THE SECURITIES TO
            WHICH THIS CERTIFICATE 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 IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY,
            TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
            REGISTRATION STATEMENT OR PURSUANT TO AN 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 ACCORDANCE WITH THE 1933 ACT.” 

        

      

    

  



	 	(d) 	
      For U.S. Persons, the certificate or certificates
      representing Warrant Shares issued upon exercise of the Warrants
      represented hereby shall be impressed with a legend substantially in the
      following form:

	 	 	 
	 		
      U.S. LEGEND:




  
    
      
        
          “UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
            THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE
            FABRUARY 25, 2013. 

          THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
            THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
            OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
            REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
            ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES
            LAWS.” 

        

      

    

  






	 	 	
       
	 	(e) 	
      (A) These Warrants may not be exercised in the United
      States or by, or on behalf of, a U.S. Person and (B) no Warrant Shares
      issued upon exercise of these Warrants may be delivered to any address in
      the United States unless an exemption is available from the registration
      requirements of the U.S. Securities Act and applicable state securities
      laws and (i) the Holder has delivered to the Company a completed and duly
      executed copy of the U.S. Accredited Investor Status Certificate attached
      to the subscription form as Schedule “A” or (ii) if the Holder cannot
      satisfy clause (i) hereof, the Holder has contacted the Company, and if
      requested by the Company, the Holder has delivered to the Company, in a
      form acceptable to the Company and its counsel acting reasonably, an
      opinion of counsel to the effect that an exemption from the registration
      requirements of the U.S. Securities Act for the exercise of the Warrants
      and the issuance of the Warrant Shares is available. For clarity, it will
      be reasonable, if deemed necessary by the Company, for the Company to
      obtain an independent legal opinion from its own counsel, at its own
      expense, to this effect.




	4. 	
      Partial Exercise: The Holder may
      subscribe for and purchase a number of Warrant Shares less than the
      maximum number the Holder is entitled to purchase pursuant to the full
      exercise of this Warrant Certificate. In the event of any such
      subscription prior to the Expiry Time, the Holder shall be entitled to
      receive, without charge, a new Warrant Certificate (with or without
      legends as may be appropriate) in respect of the balance of the Warrant
      Shares which the Holder was entitled to subscribe for pursuant to this
      Warrant Certificate and which were then not purchased.

	 	 	 
	5. 	
      No Fractional Shares:
      Notwithstanding any adjustments provided for in Section 11 hereof or
      otherwise, the Company shall not be required upon the exercise of any
      Warrants to issue fractional Warrant Shares in satisfaction of its
      obligations hereunder and, in any such case, the number of Warrant Shares
      issuable upon the exercise of any Warrants shall be rounded down to the
      nearest whole number, without any payment or consideration
  therefor.

	 	 	 
	6. 	
      Exchange of Warrant Certificates:
      This Warrant Certificate may be exchanged for Warrant Certificates
      representing in the aggregate the same number of Warrants and entitling
      the Holder thereof to subscribe for and purchase an equal aggregate number
      of Warrant Shares at the same Exercise Price and on the same terms as this
      Warrant Certificate (with or without legends as may be
  appropriate).

	 	 	 
	7. 	
      Transfer of Warrants: These Warrants
      are NOT transferable.

	 	 	 
	8. 	
      Not a Shareholder: Nothing in this
      Warrant Certificate or in the holding of a Warrant evidenced hereby shall
      be construed as conferring upon the Holder any right or interest
      whatsoever as a shareholder of the Company.

	 	 	 
	9. 	
      No Obligation to Purchase: Nothing
      herein contained or done pursuant hereto shall obligate the Holder to
      subscribe for or the Company to issue any shares except those shares in
      respect of which the Holder shall have exercised its right to purchase
      hereunder in the manner provided herein.

	 	 	 
	10. 	
      Covenants:

	 	 	 
		(a) 	
      The Company covenants and agrees that so long as any
      Warrants evidenced hereby remain outstanding, it shall reserve and there
      shall remain unissued out of its authorized capital a sufficient number of
      Warrant Shares to satisfy the right of purchase herein provided for, it
      will cause the Warrant Shares subscribed for and purchased in the manner
      herein provided to be issued and delivered as directed and such Warrant
      Shares shall be issued as fully paid and non-assessable Common Shares and
      the holders thereof shall not be liable to the Company or to its creditors
      in respect thereof.

	 	 	 
		(b) 	
      The Company covenants and agrees that until the Expiry
      Time, while the Warrants (or remaining portion thereof) shall be
      outstanding, the Company shall use its commercially reasonable efforts to
      preserve and maintain its corporate existence, to remain a reporting
      issuer not in default of the requirements of the applicable securities laws in the
      Canadian jurisdictions in which the Company is currently a reporting
      issuer and to ensure that the Company shall make all requisite filings
      necessary to remain a reporting issuer not in default of the requirements
      of the applicable securities laws in the Canadian jurisdictions in which
      the Company is currently a reporting issuer.








	 	 	 
	 	(c) 	
      The Company will do, execute, acknowledge and deliver or
      cause to be done, executed, acknowledged and delivered, all other acts,
      deeds and assurances in law as may be reasonably required for the better
      accomplishing and effecting of the intentions and provisions of this
      Warrant Certificate.




	11. 	
      Adjustments:

	 	 	 	 
		(a) 	
      In the event of any alteration of the Shares, including
      any subdivision, consolidation or reclassification, or in the event of any
      form of reorganization of the Company, including any amalgamation, merger
      or arrangement (collectively, a “Reorganization”), an adjustment will be
      made to the terms of the Warrants such that the Holder, upon exercise of
      any Warrants following the completion of the Reorganization, will be
      entitled to receive the same number and kind of securities that it would
      have been entitled to receive as a result of the Reorganization had it
      exercised its Warrants immediately prior to the Reorganization.

	 	 	 	 
		(b) 	
      The Company will not effect any Reorganization which
      could result in a successor to the Company unless prior to or
      simultaneously with the consummation thereof, the entity succeeding the
      Company acknowledges in writing that it is bound by and will comply with
      the provisions set forth in this Warrant Certificate.

	 	 	 	 
		(c) 	
      If, in case at any time:

	 	 	 	 
			(a) 	
      the Company pays any dividend payable in stock upon the
      Shares or makes any distribution to the holders of the Shares;

	 	 	 	 
			(b) 	
      the Company offers for subscription pro rata to the
      holders of its Shares any additional shares of stock of any class or other
      rights;

	 	 	 	 
			(c) 	
      there is a voluntary or involuntary dissolution,
      liquidation or winding-up of the Company; or

	 	 	 	 
			(d) 	
      in case of any Reorganization;



then, and in any one or more of such
cases, the Company will give to the Holder at least 20 days’ prior written
notice of the date on which the books of the Company will close or a record will
be taken for such dividend, distribution or offer of subscription rights, or for
determining rights to vote with respect to such dissolution, liquidation or
winding-up or Reorganization and, in the case of such dissolution, liquidation
or winding-up or Reorganization, at least 20 days’ prior written notice of the
date when the same will take place. Such notice in accordance with the foregoing
clause will also specify, in the case of any such dividend, distribution or
offer of subscriptions rights, the date on which the holders of the Shares will
be entitled thereto, and such notice in accordance with the foregoing will also
specify the date on which the holders of the Shares will be entitled to exchange
the Shares for securities or other property deliverable upon such dissolution,
liquidation or winding-up or Reorganization, as the case may be. Each such
written notice will be given by first class registered mail, postage prepaid,
addressed to the Holder at the address of such Holder, as shown on the books of
the Company.

	 	(d) 	
      In accordance with this certificate, the Company will
      make adjustments as it considers necessary and equitable acting in good
      faith, subject to any approvals required by the CNSX (or such other
      Canadian stock exchange where the Company is then listed). If at any time
      a dispute arises with respect to adjustments provide for herein, such
      dispute will be conclusively determined by the auditors of the Company or
      if they are unable or unwilling to act, by such other firm of independent
      chartered accountants as may be selected by the directors of the Company
      and any such determination, absent manifest error, will be binding upon
the Company, the Holder and shareholders of the Company. The Company will
provide such auditors or accountants with access to all necessary records of the
Company and fees payable to such accountants or auditors will be paid by the
Company. 







	 	
       
	12. 	
      Limitation on Exercise of Warrants:
      Notwithstanding anything contained herein to the contrary, the
      rights represented by these Warrants shall not be exercisable by the
      Holder, in whole or in part, and the Company shall not give effect to any
      such exercise, if, after giving effect to such exercise, the Holder,
      together with any person or company acting jointly or in concert with the
      Holder (the “Joint Actors”) would in the aggregate beneficially
      own, or exercise control or direction over, that number of voting
      securities of the Company which is twenty percent (20%) or greater of the
      total issued and outstanding voting securities of the Company, immediately
      after giving effect to such exercise. For greater certainty, the rights
      represented by these Warrants shall not be exercisable by the Holder, in
      whole or in part, and the Company shall not give effect to any such
      exercise, if, after giving effect to such exercise, the Holder, together
      with its Joint Actors, would be deemed to hold a number of voting
      securities sufficient to materially affect the control of the Company. In
      connection with the exercise of these Warrants, the Holder shall provide
      the Company with a duly completed and executed subscription form attached
      hereto in which the Holder represents, warrants and certifies that the
      exercise of these Warrants shall not result in the Holder or its Joint
      Actors holding more than 20% of the issued and outstanding voting
      securities or holding a number of voting securities sufficient to
      materially affect the control of the Company, and the Company shall be
      entitled to rely thereon

	 	 
	13. 	
      Representation and Warranty: The
      Company hereby represents and warrants with and to the Holder that the
      Company is duly authorized and has all corporate and lawful power and
      authority to create and issue these Warrants and the Warrant Shares
      issuable upon the exercise hereof and perform its obligations hereunder
      and that this Warrant Certificate represents a valid, legal and binding
      obligation of the Company enforceable in accordance with its
  terms.

	 	 
	14. 	
      If Share Transfer Books Closed: The
      Company shall not be required to deliver certificates for Warrant Shares
      while the share transfer books of the Company are properly closed, prior
      to any meeting of shareholders or for the payment of dividends or for any
      other purpose and in the event of the surrender of any Warrant in
      accordance with the provisions hereof and the making of any subscription
      and payment for the Warrant Shares called for thereby during any such
      period delivery of certificates for Warrant Shares may be postponed for a
      period not exceeding three (3) Business Days after the date of the
      re-opening of said share transfer books provided that any such
      postponement of delivery of certificates shall be without prejudice to the
      right of the Holder, if the Holder has surrendered the same and made
      payment during such period, to receive such certificates for the Warrant
      Shares called for after the share transfer books shall have been
      re-opened.

	 	 
	15. 	
      Lost Certificate: If the Warrant
      Certificate evidencing the Warrants issued hereby becomes stolen, lost,
      mutilated or destroyed the Company shall issue and countersign a new
      Warrant Certificate of like denomination, tenor and date as the Warrant
      Certificate so stolen, lost mutilated or destroyed provided that the
      Holder shall bear the reasonable cost of the issue thereof and in case of
      loss, destruction or theft, shall, as a condition precedent to the issue
      thereof, furnish to the Company such evidence of ownership and of the
      loss, destruction or theft of the Warrant Certificate as shall be
      satisfactory to the Company, in its sole discretion acting reasonably, and
      the Holder may also be required to furnish an indemnity in form
      satisfactory to the Company, in its sole discretion acting reasonably, and
      shall pay the reasonable charges of the Company in connection
      therewith.

	 	 
	16. 	
      Governing Law: This Warrant
      Certificate shall be governed by, and construed in accordance with, the
      laws of the Province of British Columbia and the laws of Canada applicable
      therein but the reference to such laws shall not, by conflict of laws,
      rules or otherwise, require the application of the law of any jurisdiction
      other than the Province of British Columbia.

	 	 
	17. 	
      Severability: If any one or more of
      the provisions or parts thereof contained in this Warrant Certificate
      should be or become invalid, illegal or unenforceable in any respect in
      any jurisdiction, the remaining provisions or parts thereof contained
      herein shall be and shall be conclusively deemed to be, as to such
      jurisdiction, severable therefrom.








	18. 	
      Amendments: Subject to the approval of the
      CNSX (or such other Canadian stock exchange where the Company is then
      listed), the provisions of these Warrants may from time to time be
      amended, modified or waived, if such amendment, modification or waiver is
      in writing and consented to in writing by the Company and the Holder,
      provided that, in the event that any amendment, modification or waiver
      results in terms that are more favourable to the Holder hereof, the
      Company shall offer to make such amendment, modification or waiver
      applicable to all Holders under the Warrants issued on the date
    hereof.

	 	 	 
	19. 	
      Modification of Provisions for Certain Purposes:
      Notwithstanding Section 18 hereof, the Company may from time to
      time modify the provisions of this Warrant Certificate to the extent that
      such modifications do not alter any material terms of this Warrant
      Certificate and are not prejudicial to the rights of the Holder hereof,
      including for the following purposes:

	 	 	 
		(a) 	
      making such provisions not inconsistent herewith as may
      be necessary or desirable with respect to matters or questions arising
      hereunder or for any other purpose not inconsistent with the terms hereof,
      including the correction or rectification of any ambiguities, defective
      provisions, errors or omissions herein;

	 	 	 
		(b) 	
      making any modification in the form of the Warrants which
      does not affect the substance thereof; and

	 	 	 
		(c) 	
      to evidence any successions of any corporation and the
      assumption of any successor of the covenants of the Company herein and in
      the Warrants contained as provided herein.

	 	 	 
	20. 	
      Headings: The headings of the
      articles, sections, subsections and clauses of this Warrant Certificate
      have been inserted for convenience and reference only and do not define,
      limit, alter or enlarge the meaning of any provision of this Warrant
      Certificate.

	 	 	 
	21. 	
      Numbering of Articles, etc.: Unless
      otherwise stated, a reference herein to a numbered or lettered article,
      section, subsection, clause, subclause or schedule refers to the article,
      section, subsection, clause, subclause or schedule bearing that number or
      letter in this Warrant Certificate.

	 	 	 
	22. 	
      Gender: Whenever used in this
      Warrant Certificate, words importing the singular number only shall
      include the plural, and vice versa, and words importing the masculine
      gender shall include the feminine gender.

	 	 	 
	23. 	
      Day not a Business Day: In the event
      that any day on or before which any action is required to be taken
      hereunder is not a Business Day, then such action shall be required to be
      taken on or before the requisite time on the next succeeding day that is a
      Business Day.

	 	 	 
	24. 	
      Binding Effect: This Warrant
      Certificate and all of its provisions shall enure to the benefit of the
      Holder, its successors, assigns and legal personal representatives and
      shall be binding upon the Company and its successors.

	 	 	 
	25. 	
      Notice: Unless herein otherwise
      expressly provided, a notice to be given hereunder will be deemed to be
      validly given if the notice is sent by facsimile or prepaid same day
      courier addressed as follows:

	 	 	 
		(a) 	
      If to the Holder at the latest address of the Holder as
      recorded on the books of the Company; and

	 	 	 
		(b) 	
      If to the Company at:

	 	 	 
			
      Enertopia Corporation 
950 – 1130 West Pender Street
      
Vancouver, British Columbia V6E 4A4

Canada







Attention:                
Ms. Bal Bhullar, Chief Financial Officer 

  Facsimile No.:          (604) 685-1602


	28. 	
      Time of Essence: Time shall be of
      the essence hereof.



         
   IN WITNESS WHEREOF the Company has caused this Warrant
Certificate to be signed by its duly authorized officer as of this
27th day of July, 2012.

ENERTOPIA CORPORATION

	 	Per:	
	 	 	Chris Bunka, CEO 
	 	 	Authorized Signing Officer
  






SUBSCRIPTION FORM

	TO: 	Enertopia Corporation 
	  	950 – 1130 West Pender Street 
	  	Vancouver, British Columbia V6E 4A4 
	  	Canada 


The undersigned holder of the within Warrant Certificate hereby
irrevocably subscribes for __________________Warrant Shares of Enertopia
Corporation (the “Company”) pursuant to the within Warrant Certificate and
tenders herewith a certified cheque or bank draft for US$
_____________________(US$0.10 per Warrant Share in the first year and US$0.20
per Warrant Share in the second and third year) in full payment therefor.

The undersigned holder hereby represents, warrants and
certifies as follows: (Please check the ONE box applicable):

	[   ] 	A 	
      The undersigned holder (i) at the time of exercise of the
      Warrants is not in the United States; (ii) is not a “U.S. person” as
      defined in Regulation S under the United States Securities Act of 1933, as
      amended (the “U.S. Securities Act”), (iii) is not exercising the Warrants
      on behalf of a “U.S. person”; and (iv) did not execute or deliver this
      subscription form in the United States. 

	  	  	
      

	[   ] 	B. 	
      The undersigned holder has delivered to the Company a
      completed and duly executed copy of the U.S. Accredited Investor Status
      Certificate attached hereto as Schedule “A”. 

	  	  	
      

	[   ] 	C. 	
      If the holder cannot check box (A) or box (B), the holder
      must contact the Company. If requested by the Company, the undersigned
      holder will deliver to the Company, in a form acceptable to the Company
      and its counsel acting reasonably, an opinion of counsel to the effect
      that an exemption from the registration requirements of the U.S.
      Securities Act for the exercise of the Warrants and the issuance of the
      Warrant Shares is available. For clarity, it will be reasonable, if deemed
      necessary by the Company, for the Company to obtain an independent legal
      opinion from its own counsel, at its own expense, to this effect.
  



The undersigned holder hereby further represents, warrants and
certifies that the exercise of these Warrants and the issuance of the Warrant
Shares hereunder will not result in the holder, together with any person or
company acting jointly or in concert with the holder, in the aggregate (i)
beneficially owning or exercising control or direction over 20% or more of the
total issued and outstanding voting securities of the Company, immediately after
giving effect to such exercise, or (ii) being deemed to hold a sufficient number
of voting securities to materially affect the control of the Company.

The undersigned holder hereby directs that the Warrant Shares
be issued as follows: 


	
NAME(S) IN FULL 	
ADDRESS(ES) 	NUMBER OF 
WARRANT SHARES
  
	 	  

	 
	 	 	 


	 	 	 









DATED this ______________day of
_________________________________, 20_____.

	 	NAME: 	
	 	 	  
	 	 	  
	 	Signature: 	 
	 	 	Print name of individual whose signature 
	 	 	appears above if different than the name 
	 	 	printed above: 


________Please check if the certificates representing the
Warrant Shares are to be delivered at the Company’s principal office where this
Warrant Certificate is surrendered, failing which the certificates representing
the Warrant Shares will be mailed to the address in the registration
instructions set out above.

If any Warrants represented by this Warrant Certificate are not
being exercised, a new Warrant Certificate representing the unexercised Warrants
will be issued and delivered with the certificate representing the Warrant
Shares.

Notes: 

Certificates will not be registered or delivered to an address
in the United States unless Box B or Box C above is checked.

If Box C is to be checked, holders are encouraged to consult
with the Company in advance to determine that the legal opinion tendered in
connection with exercise will be reasonably satisfactory in form and substance
to the Company and its counsel.




SCHEDULE “A” 

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE 

If the undersigned is a U.S. Person or a person in the United
States or is exercising the Warrants on behalf of a U.S. Person or a person in
the United States, the undersigned hereby represents, warrants and certifies to
the Company that, at the time of the exercise of the Warrants, the undersigned
or the person for whom it is acting satisfies one or more of the categories of
“Accredited Investors”, as defined by Regulation D promulgated under the U.S.
Securities Act, indicated below: (Please initial in the space provide those
categories, if any, of an “Accredited Investor” which the undersigned
satisfies.)

	_________	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Warrant Shares, with total assets in excess of
      US$5,000,000. 

	 	
       

	_________	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase exceeds
      US$1,000,000. 

	 	
       

	_________	
      A natural person who had an individual income in excess
      of US$200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US$300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	
       

	_________	
      A “bank” as defined under Section (3)(a)(2) of the U.S.
      Securities Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act acting in its
      individual or fiduciary capacity; a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934 (United
      States); an insurance corporation as defined in Section 2(13) of the U.S.
      Securities Act; an investment corporation registered under the
      Investment Corporation Act of 1940 (United States) or a
      business development corporation as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Corporation licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of US$5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment decisions
      are made by a plan fiduciary, as defined in Section 3(21) of such Act,
      which is either a bank, savings and loan association, insurance
      corporation or registered investment adviser, or if the employee benefit
      plan has total assets in excess of US$5,000,000, or, if a self-directed
      plan, whose investment decisions are made solely by persons that are
      accredited investors. A private business development corporation as
      defined in Section 202(a)(22) of the Investment Advisers Act of
      1940 (United States). 

	 	
       

	_________	
      A trust with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the Warrant Shares, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the U.S. Securities Act. 

	 	
       

	_________	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




 

Note that the undersigned claiming to satisfy one of the above
categories of Accredited Investor may be required to supply the Company with a
balance sheet, prior years’ federal income tax returns or other appropriate
documentation to verify and substantiate the undersigned’s status as an
Accredited Investor.




If the undersigned is an entity which initialled the last
category in reliance upon the Accredited Investor categories above, state the
name, address, total personal income from all sources for the previous calendar
year, and the net worth (exclusive of home, home furnishings and personal
automobiles) for each equity owner of the said entity: 

____________________________________________________________________________________


The undersigned hereby certifies that the information contained
in this U.S. Accredited Investor Status Certificate is complete and accurate and
the undersigned will notify the Company promptly of any change in any such
information. If this U.S. Accredited Investor Status Certificate is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the undersigned represents that it has the authority to
execute and deliver this U.S. Accredited Investor Status Certificate on behalf
of such entity.

IN WITNESS WHEREOF, the undersigned has executed this U.S.
Accredited Investor Status Certificate as of _______________________,
20____.

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No. (if applicable)