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






NOTE REGARDING FORWARD LOOKING STATEMENTS 

Certain information in this Offering Memorandum is “forward
looking information” within the meaning of applicable securities laws. Forward
looking information is frequently characterized by words such as “plan”,
“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” or other
similar words, or statements that certain events or conditions “may” or “will”
occur. Forward looking information involves significant known and unknown risks
and uncertainties. A number of factors, many of which are beyond the control of
the Issuer, could cause actual results to differ materially from the results
discussed in the forward looking information. Although the forward looking
information contained in this Offering Memorandum is based upon assumptions
which management of the Issuer believes to be reasonable, the Issuer cannot
assure investors that actual results will be consistent with this forward
looking information. Because of the risks, uncertainties and assumptions
inherent in forward looking information, prospective investors in the Issuer’s
securities should not place undue reliance on this forward looking information.


In particular, this Offering Memorandum contains forward
looking information pertaining to business development plans, mineral
exploration and other expectations, beliefs, plans, goals, objectives,
assumptions, information. Undue reliance should not be placed on forward-looking
information. Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks which could cause
actual results to vary and, in some instances to differ materially from those
anticipated by the Issuer and described in the forward-looking information
contained in this Offering Memorandum.

Some but not all of the factors affecting forward-looking
statements include: the speculative nature of mining exploration, production and
development activities; changes in reserve estimates; the productivity of the
Issuer's proposed properties; changes in the operating costs; changes in
economic conditions and conditions in the resource, foreign exchange and other
financial markets; changes of the interest rates on borrowings; hedging
activities; changes in commodity prices; changes in the investments and
exploration expenditure levels; litigation; legislation; environmental,
judicial, regulatory, political and competitive developments in areas in which
the Issuer operates; technological, and mechanical and operational difficulties
encountered in connection with the Issuer's exploration and development
activities. The foregoing list of risk factors is not exhaustive. Prospective
investors should refer to the risk disclosures set out in the periodic reports
and other disclosure documents filed by the Issuer from time to time with
regulatory authorities. 

Forward-looking information is based on the estimates and
opinions of the Issuer at the time the information is presented. The Issuer
assumes no obligation to update forward-looking information should circumstances
or the Issuer’s estimates or opinions change, except as required by law. 

PROSPECTIVE INVESTORS SHOULD THOROUGHLY REVIEW THIS OFFERING
MEMORANDUM AND ARE ADVISED TO CONSULT WITH THEIR OWN LEGAL AND TAX ADVISORS
CONCERNING THIS INVESTMENT. 




2

ENERTOPIA CORPORATION 

 

OFFERING MEMORANDUM 
Form 45-10GF3 

 

July 16, 2012




Form 45-106F3 – Offering Memorandum for
Qualifying Issuers 


  	Date: 	 July 16, 2012. 

	The Issuer: 
	           Name: 	 Enertopia Corp. (the "Issuer"
          or the “Company”) 

	           Head
        Office: 
 
	 950 – 1130 West Pender
          Street 

          Vancouver, British Columbia 

          Canada, V6E 4A4 

	           Issuer’s
        Solicitors: 
 
	 Macdonald Tuskey, Corporate
          and Securities Lawyers 

          4th Floor - 570 Granville Street, 

          Vancouver BC V6C 3P1 

	           Phone Number:
        	 604-602-1033 

	           E-mail address:
        	 kameo300@gmail.com 

	           Fax Number: 	 604-685-1602 

	           Current Listing
        and/or 	 The Issuer is quoted for trading
          on the Over-the-Counter Bulletin Board and listed for trading on the
          Canadian 

	           Quotation: 	 National Stock Exchange. 

	           Reporting Jurisdictions:
        	 The Issuer is reporting in
          the Provinces of British Columbia and Ontario and in the United States.
        

	The Offering: 
	           Securities
        Offered: 	 Up to 20,000,000 units (the
          "Units"), each Unit to consist of one common share of the Issuer (each,
          a “Share”) and one Share purchase warrant (each, a “Warrant”).
          Each Warrant will be exercisable into one further Share (a “Warrant
          Share”) at a price of US$0.10 per Warrant Share for a period of
          twelve (12) months following closing; or at a price of US$0.20 per warrant
          share for a period that is twelve months and one day to thirty-six (36)
          months following closing. See Item 5. 

	           Price per Security:
        	 US$0.05 per Unit. 

	Maximum Offering 
 
	 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”). 

          

          Funds available under the offering may not be sufficient to accomplish
          our proposed objectives. 

	           Minimum
        Subscription 
            Amount:
        
	 Each investor must invest a
          minimum of US$1,000. 

          

        

	           Payment
        terms: 	 The subscription proceeds must
          accompany the form of subscription agreement attached to and forming
          a part of this Offering Memorandum, and shall be paid by immediately
          available good funds in either Canadian or US currency, drawn on a Canadian,
          or other chartered bank reasonably acceptable to the Issuer, made payable
          by certified cheque and/or bank draft and made payable and delivered
          to the Issuer’s Solicitors, Macdonald Tuskey, Corporate and Securities
          Lawyers, at 4th Floor - 570 Granville Street, Vancouver BC V6C 3P1.
          Alternatively, payment of the subscription proceeds can be made by wire
          transfer of funds to a bank account of the Issuer, the particulars of
          which will be provided to investors. 

	           Proposed Closing
        Date: 	 Closings will occur periodically
          on a "first come, first served" basis. See Item 5. 

	           Income Tax Consequences:
        	 There are important tax consequences
          to these securities. See item 6. 

	           Selling Agent:
        	 Yes. See item 7. 

	Resale Restrictions: 
 
	 You will be restricted from
          selling your securities for 4 months and a day. See item 10. 

          

          There are also United States resale restrictions on the securities.
        

	Purchaser’s Rights: 	 You have two business days
          to cancel your agreement to purchase these securities. If there is a
          misrepresentation in this Offering Memorandum, you have the right to
          sue either for damages or to cancel the agreement. See item 11. 





No securities regulatory authority or regulator has assessed
the merits of these securities or reviewed this Offering Memorandum. Any
representation to the contrary is an offence. This is a risky investment. See
item 8. 




Currency 

In this Offering Memorandum, unless otherwise noted, all dollar
amounts are expressed in US dollars. An exchange rate of 1.00 is used in this
Offering Memorandum when discussing the conversion of United States dollars to
Canadian dollars and an exchange rate of 1.00 is used for conversion of Canadian
dollars to United States dollars. 

ITEM 1: USE OF AVAILABLE FUNDS 

Available Funds 

Upon completion of the Offering, the Issuer anticipates that
the following funds will be available to it for the next twelve mon1th period:



	
	
	Assuming max.
      
Offering 
	A 	Amount to be raised by this
      offering 	$1,000,000 
	B 	Selling commissions and fees 	$100,000 
	C 	Estimated offering costs (e.g.,
      legal, accounting, audit) 	$25,000 
	D 	Available funds: D = A – (B + C)
    	$875,000 
	E 	Additional sources of funding
      required 	$0 
	F 	Working capital deficiency (May
      31, 2012) 	($149,070) 
	G 	Total: G = (D + E) – F 	$725,930








Use of Available Funds 

The Issuer anticipates that up to $875,000 will be available to
it upon conclusion of the Maximum Subscription. The principal purposes for which
these funds will be used over the next twelve months are as follows: 


	

Description 	Amount
      
Maximum 
PP 
	Property Payments (US $120,000) (1) 	$120,000 
	Phase IA Drilling Copper Hills (US $300,000) (1)
    	$300,000 
	Surface Exploration Mildred Peak (US$50,000) (1)
    	$50,000 
	General and administrative expenses 
	$155,000 

	As a reserve for unallocated working capital 	$250,000 
	Total: 	$875,000




Note:

	(1) 	
      Based upon an exchange rate of
1.0.



Reallocation 

We intend to spend the available funds as stated. We will
reallocate funds only for sound business reasons. 

Insufficient Funds 

The funds available as a result of the Offering may not be
sufficient to accomplish the Issuer’s proposed objectives and there is no
assurance that alternative financing will be available. 

ITEM 2: INFORMATION ABOUT THE ISSUER 

General 

The Issuer is a mineral resource and renewable energy company
that is pursuing business opportunities in mineral resource exploration and
several clean technology sectors. 

Reference is made to Item 1. (Business) in the Issuer’s Form
10-K (Annual Information Form), filed on SEDAR on November 29, 2011, for
disclosure relating to the Issuer’s business history and current business.










Mineral Resource Division 

 The Issuer's mineral resource properties are currently in
  the exploration stage. The Issuer holds the rights, through two separate mineral
  property option agreements, to acquire the rights to two properties, known as
  the Copper Hills Project in New Mexico and the Mildred Peak Project in Arizona.



The Issuer has and intends to conduct exploration activities on its Copper Hills Project in New Mexico in the search for base metals, specifically copper and silver. 


Project Description and Location: 

 The following information with respect to the Copper Hills
  Project is derived from a National Instrument 43-101 compliant report entitled
  "Technical Repot on the Copper Hills Property Cat Mountain Mining District,
  Socorra County, New Mexico, USA". The full text of the Technical Report is available
  for review at the office of the Company at 950 - 1130 West Pender Street, Vancouver,
  British Columbia, Canada V6E 4A4 and may also be accessed online, under the
  Company's SEDAR profile at www.sedar.com.



Property Description and Location  


Location

 The Copper Hills property is located in Socorro County, New
  Mexico, approximately 15 km west of the village of Magdalena. The Copper Hills
  property consists of a group of 76 contiguous unpatented lode mining claims.
  Access is via US Hwy 60 from the city of Socorro, some 60 km to the east. The
  property straddles two United States Geological Survey 7.5' quadrangle map sheets
  (Tres Montosas, New Mexico [west] and Arroyo Landavaso, New Mexico [east]).
  The claims cover parts of: Meridian 23 Township 3S Range 5W Sections 6, 7 Meridian
  23 Township 3S Range 6W Sections 1,12 


Property Description  


The Copper Hills property consists of 76 contiguous unpatented lode mining claims (COPPER HILLS #1, Wildhorse 1-15; 21-24; 30-75 and Timberwolf 16-20; 25-29). All of the claims are owned or controlled by Wildhorse Copper (AZ), Inc., an Arizona
corporation. Wildhorse Copper (AZ), Inc. is a wholly owned subsidiary of Wildhorse Copper, Inc., a British Columbia, Canada corporation. The combined area of the landholdings represents approximately 603 hectares (~1,550 acres). The property has not
been legally surveyed.


The Bureau of Land Management (United States Federal government) holds the surface rights. There is no privately held land on the Copper Hills property. 

 The 66 Wildhorse claims and 10 Timber Wolf claims were located
  with the use of a global positioning system ("GPS") and tied to section
  corners and geodetic control points. The claim staking work was carried out
  on behalf of Wildhorse by Environmental Field Services, LLC, of Oracle, Arizona,
  a firm specializing in land surveying and claim staking. This work was completed
  between February 28 and October 1, 2011.

 A yearly maintenance fee of US$140 per claim must be paid
  to the Bureau of Land Management on or before September 1 of each year to maintain
  the title to the claims in good standing. In addition an annual "Notice
  of Intent to Hold" for each claim must be filed with the Socorro County
  Recorder. The county recordation filing fee per claim is $9.00 per document
  page plus $2.00 per each additional page.











Maintenance and recordation fees through the 2011 maintenance year have been paid to the Bureau of Land Management and the Socorro County Recorder's office.

 To the author's knowledge the property interest is subject
  only to the normal environmental regulations and liabilities as stipulated under
  the laws of New Mexico and the United States of America and the sufficiency
  of rights for exploration and mining operations on the property is subject only
  to the normal procedures and permits under the laws of the United States of
  America.

 Prior to the commencement of any activity that may produce
  a disturbance to the surface (i.e. drilling), Enertopia will need to provide
  the Bureau of Land Management a financial guarantee under an approved "Plan
  of Operations". The "bond" amount must cover the estimated cost
  to contract a third party to reclaim the disturbance due to operations. The
  Bureau of Land Management State office will authorize and maintain the bond
  instrument. Permits will then be needed to required construct drill sites and
  drainage sumps.


At the time of this report Enertopia had not made application for any permits nor had posted a financial assurance bond. Reclamation of some disturbances by previous owners has occurred. The author understands that the Bureau of Land Management
covered and secured at least one site (a shallow shaft) on the property in late 2007. 


Enertopia Corporation has entered into a definitive mineral property option agreement dated April 11, 2011 with Wildhorse Copper Inc. and its wholly owned subsidiary Wildhorse Copper (AZ) Inc. respecting an option to earn a 100% interest, subject to
a 1% NSR capped to a maximum of $2,000,000 on one claim, in the Copper Hills property. The Copper Hills property is comprised of 56 located mining claims covering a total of 1,150 acres (468 hectares) located in Socorro County, New Mexico, USA.
Wildhorse Copper Inc. holds the Copper Hills property directly and indirectly through property purchase agreements between Wildhorse Copper (AZ) Inc. and third parties (collectively, the "Indirect Agreements"). Pursuant to the option agreement
between Enertopia Corporation and Wildhorse Copper Inc., Wildhorse has assigned the Indirect Agreements to Enertopia Corporation.


In order to earn the interest in the Copper Hills property, Enertopia Corporation is required to make aggregate cash payments of $591,650 over an eight year period and issue an aggregate of 1,000,000 shares of its common stock over a three year
period. As of April 11, 2011, Enertopia Corporation has made aggregate cash payments of $69,150 to the respective claim owners and issued 650,000 shares to Wildhorse Copper Inc. 150,000 of the securities issued in the acquisition are subject to
a hold period in Canada expiring on July 30, 2012. These securities are also restricted for United States securities laws purposes and are subject to the applicable hold periods.


Geological Setting 


The property is located within the physiographic province known as the Datil-Mogollon Section, locally characterized by volcanic highlands.

 The geology of the project area was described by Wilkinson
  (1976). A northerly trending fault separates volcanic rocks to the west from
  younger piedmont gravels, alluvium and basalt to the east. Volcanic rocks are
  dominantly Oligocene "Spears Formation" andesitic volcaniclastics.
  The important "Nipple Mountain" tuff member is an interbedded lithic
  and variably welded tuff with deposition controlled by northeast and east-northeast
  trending, partly fault bounded paleovalleys. The overlying "Hells Mesa
  Formation" and the "A-L Peak Tuff" represents a change to ash
  flow volcanism related to the Mt. Withington caldera collapse. The caldera margin
  is situated 7 1⁄2 km south of the Copper Hills prospect.










 Structurally the property is situated within a north-northwest
  trending uplifted block bounded to the east by the "Mulligan Gulch"
  graben. Three major structural trends are present at Copper Hills. The west-northwest
  trending "Capitan" lineament is a pre-volcanic feature that was reactivated
  in the Oligocene. The northeast to east-northeast trending "Morenci-Magdalena"
  lineament is also a basement feature that in part controlled deposition of the
  Nipple Mountain tuff. The north to 335° trend reflects the monoclinal eastern
  edge of the uplifted block and controlled the emplacement of intrusive stocks
  and later Basin and Range faulting. Convergence of the three structural trends
  in the vicinity of the Copper Hills prospect resulted in an intense shattering
  of the rocks.


Mineralization 


Mineralization at Copper Hills includes fracture controlled and disseminated copper oxides (plus silver) at the Copper Hills prospect and epithermal gold-silver veins. Wilkinson (1976) describes previous work conducted on the property. Various
stakeholders held mining claims in the area almost continuously between 1950 and 2007. During the 1950’s minor copper oxide production from the Copper Hills main outcrop took place and five short holes were drilled. In 1968 the Banner Mining
Company reportedly drilled a deeper hole to 1,622 ft (494.5 m) and intersected pervasive propylitic alteration with abundant fresh and oxidized pyrite throughout the hole. Samples taken from the last 100 ft reportedly contained small amounts of
pyrite plus chalcopyrite, sphalerite and galena. Numerous other prospecting pits and shafts are found on the property and most appear to be related to exploration and minor extraction of minerals associated with epithermal vein type systems. The
Banner hole is on the eastern edge of a strong IP-chargeability anomaly defined by the IP survey completed by Wright geophysics, on behalf of the Company in August, 2011.


The deposit model being investigated by Enertopia for economic potential at the Copper Hills project is that of epigenetic supergene Cu-Ag deposits, with potential for deeper porphyry-style mineralization.


The most recent exploration work done at Copper Hills was by Coyote Copper in the early part of 2008 which included a ground magnetics geophysical survey, followed by a reconnaissance and field verification mapping and rock chip sampling program and
a soil sampling geochemical survey. Enertopia engaged Wright geophysical to manage an IP geophysical survey conducted in August, 2011. Wright also interpreted the results and provided a technical report. The original author of this report (Wiese)
visited the Copper Hills project in early February, 2008 on behalf of Coyote Copper. The present author (Cleary) visited the property on August 31, 2011, on behalf of Enertopia Corp.


Compilation of historical information on the Copper Hills prospect combined with the outcome of the above mentioned exploration work, as carried out by Coyote Copper and its consultants, have herein resulted in a recommendation for further work to
be performed by Enertopia Corporation.

 This report has been prepared in accordance with Canadian
  National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI
  43-101"). The original report was prepared in April, 2011 by Claus Wiese,
  P.Eng., of Tucson, Arizona, USA, an independent Qualified Person (as defined
  within the connotation of NI 43-101). This subsequent update to the report was
  prepared in September, 2011 by John G. Cleary, CPG & RG of Reno, Nevada,
  USA, also an independent Qualified Person (as defined within the connotation
  of NI 43-101). The material change to the project during that time interval
  was the completion of the ground IP-Resistivity survey, which Wiese recommended
  in the original report.


Accessibility, Climate, Local Resources, Infrastructure and Physiography


The Copper Hills project area is located within Socorro County, New Mexico, approximately 15 km west of the village of Magdalena (pop. 900). The City of Socorro (pop. 9,000) located about 60 km west of the
property offers a broad range of services. Albuquerque, New Mexico (pop.+500,000) is approximately 150 km north-northeast of the property, and is a major center for equipment, supplies, labor, logistics and services.











There is easy access to the property from Socorro (through Magdalena) along US Hwy 60, which crosses the property. Electric power and fiber optic telecommunications parallel Hwy 60. There are numerous unimproved ranch roads and trails that provide
good access to the remainder of the area.

 The property is located within the physiographic province
  known as the Datil-Mogollon Section, locally characterized by volcanic highlands
  (Hawley, 1986). The claim group is situated between the Gallinas Mountains to
  the north and the San Mateo Mountains in the south. Local terrain is flat to
  rolling hills with elevations between 2,125 m (6,970 ft) and 2,260 m (7,410
  ft). The area is part of New Mexico's woodland rangelands; vegetation is classified
  as belonging to the Juniper Savanna ecotone. Juniper, cedar and some pinon bushes
  are common atop grassy surface growth.

 The climate is considered semi-arid with precipitation between
  1-2 cm per month and 5 cm per month average during summer monsoon season (July
  - September). The temperature is mild to moderate. Ambient temperatures for
  this region range from -5°C to +10°C (fall/winter) and +5°C to +30°C
  (spring/summer).


The physiography and climate pose no significant difficulties to exploration and mining activities in the area. The property has ample room for potential mine and mill operations and facilities. 


History 

 Mining History - Socorro County


The following mining history for the area is summarized from Padilla (2001).


In 1866 lead was discovered in the Magdalena district, and in 1867 silver was found in the Socorro Peak district. By the 1880's, the mining boom in Socorro County was in full swing, with crowded camps and tent cities dotting the land. In a six-month
period in 1880-81, nearly 3,000 different mineral deposits were located and dozens of new towns developed including Kelly (population 5,000) and Magdalena, the two principal boom towns in Socorro County. Magdalena, which had begun as a collection of
tents, grew substantially with the development of a railroad line from Socorro. A smelting plant erected in 1881 near Socorro treated ore from the Kelly and other mines until 1893. In 1896, a new smelter was constructed in Magdalena which then
became the smelting town for the mine operations in both Magdalena and Kelly districts. 


In a forty-year period, from the 1880's to the 1920's, Magdalena district production was valued at some $60 million. In addition, coal mines were opened near Carthage between 1880 and 1885 to supply fuel for locomotives, mills, and smelters.
This further increased the mineral production level during Socorro County's boom years.










 In the early 1900's, as lead and silver were being mined,
  a zinc carbonate mineral, smithsonite, was discovered at Kelly. Smithsonite
  was previously discarded as waste rock.. Kelly's second wind of prosperity started
  as smithsonite was recovered from tailings piles and other leased properties.
  The mines of the Kelly area became New Mexico's leading zinc producers and were
  known for the high quality smithsonite mined from the area. By 1931 the smithsonite
  deposits were exhausted and mining throughout the district decreased. 


Previous Work  


Prior to Coyote acquiring its land position in the Copper Hills area, various stake holders had actively held mining claims there continuously between 1950 and 2007. The most active period occurred between 1950 and 1995 in which a core part of the
property was held by a consortium of partners for as many as 45 years.


Previous work in and surrounding the Copper Hills project area was focused on the epithermal gold-silver vein mineralization in the Cat Mountain Mining district and disseminated copper (+/- silver) mineralization at the Copper Hills prospect.
Wilkinson (1976) provides an overview of known historical work and previous operators.


Cat Mountain


The Cat Mountain gold mining district, 1.5 miles (2.4 km) south of the Copper Hills property, was active around 1900. A 20-stamp amalgamating mill was erected in 1902. The mill operated for a short time until 1903 when it was closed down. It was
reported (Jones, 1904) that the gold mineralization at Cat Mountain was mainly refractory in nature. Hence, recovery was poor owing to the technology of the time. Production figures are not documented. The author is not aware of any other
particulars including names of the operators.


Copper Hills prospect

 The Copper Hills prospect is located in Township 3S, Range
  5W and Section 6, approximately 1600 ft (about 490 m) south of US Hwy 60. It
  is an oxide copper body with mineralization disseminated in a highly silicified
  and fractured Tertiary volcanic tuff unit. Workings consist of a shaft and several
  excavations, one of which is 130 m in length. It is thought this work was carried
  out in the early 1950's, but details are not confirmed at this time. The author
  is not specifically aware of who all the individual operators were and has relied
  on Wilkinson's (1976) report for these descriptions. Total production was said
  to be 356 tons which averaged 3.01 oz. silver per ton and 0.81% copper. Trace
  amounts of gold and up to 1.33% lead have also been reported.


Historic Drilling

 On the ridge above the excavation at the Copper Hills prospect,
  5 short drill holes were completed, oriented along a northeast-southwest line.
  It is thought this drilling was done during the early 1950's. Wilkinson (1976)
  reports that the drill holes, apparently completed during the 1950's, all intersected
  copper mineralization.











In 1968, Banner Mining Company drilled a vertical diamond drill hole to 1,622 ft. (494.5 m.). It was located approximately 10 m south of the Copper Hills prospect. Copper, lead and zinc sulphide mineralization was encountered towards the bottom of
the hole. The author has not seen the original report by Banner and has relied on Wilkinson (1976). 


Sampling and Security 


Mayor undertook to sample selected mineralized outcrops. A total of 55 samples were collected as follows: 21 from the Copper Hills prospect, 18 from vein prospects and 16 of the Nipple Mountain tuff. The material was broken using a rock hammer and
the pieces were packed in heavy cloth sample bags, tied with cloth laces, and marked with a unique sample identification number. The sample location was taken using a handheld GPS device (setup in UTM Zone 13N coordinates and using the NAD27 datum).
The sample was geologically described and together with the location information recorded into a field book. Sample weights ranged from 1.5 to 6 kg.

 All samples were taken back to Tucson, Arizona by Mayor from
  where he shipped them to ALS Chemex Laboratories in Elko, Nevada for preparation
  and subsequent analysis in Vancouver, Canada.


Other Work


Numerous prospecting pits and shafts are found on the property north of Hwy. US 60. Most appear to be related to exploration and extraction of minerals associated with epithermal vein type systems. It is unclear when, or over what period of time
this work was carried out, or by whom.


Mineral Resource and Mineral Reserves


NONE 


Mining Operations


NONE 


Exploration Proposal 


A two phase exploration program has been proposed. Phase 1A & 1B would commence with 3 core drill holes to an average depth of 550 meters designed to test the strong IP-chargeability anomalies defined by the geophysical survey completed in
August, 2011. In addition, reverse circulation drilling will be undertaken to verify the grade and extent of the copper (+silver) mineralization as documented by previous operators, within and peripheral to the Copper Hills Prospect. This is will
require about 750 m of drilling in 10 reverse circulation holes each about 75 m in depth spaced on a 50 m x 50 m grid. This phase 1A is estimated to consist of 10 to 15 shallow RC or Diamond drill holes depending on rig availability under our
proposed budget estimate of $300,000.The total Phase 1 program will cost $720,000. Contingent upon Phase 1 providing positive results it is recommended for Phase 2 that additional drilling be undertaken to add to the grade and extent of the
copper (+silver) mineralization as documented by previous operators, within and peripheral to the Copper Hills Prospect. This is will require about 1,500 m of drilling in 20 reverse circulation holes each about 75 m in depth designed to extend the a
50 m x 50 m grid.











An additional 2,500 m of core drilling is recommended to offset the two core holes into the IP anomaly. Other facets of a Phase 2 program include conducting additional geological mapping, prospecting and sampling of priority targets based on
geophysical and geochemical survey interpretations. The cost of Phase 2 will be about $1,210,000. The total for both phases is US$1,930,000.


Additionally, the Issuer intends to conduct exploration activities on its Mildred Peak Project in Arizona in the search for precious metals, specifically gold and silver.

 Reference is made to Item 1. (Business) in the Issuer's
  Form 10-K (Annual Information Form), filed on SEDAR on November 29, 2011, for
  disclosure relating to the mineral property agreements for each of the Copper
  Hills Project and the Mildred Peak Project. 

 Reference is made to the Issuer's Technical Report (NI
  43-101), filed on SEDAR on November 2, 2011, for disclosure relating to the
  Copper Hills Project. 


Clean Technology Division 


The Issuer is currently involved in the following clean technology sectors, Solar Thermal (Hot Water), Energy Retrofits and Recovery and Solar powered Filtered Drinking Water.

 The Issuer's involvement in the clean technology sector is
  indirect through equity holdings in companies that are involved in each respective
  sector. 


The Issuer currently owns an 8.25% equity investment into Pro Eco Energy USA Ltd., a clean tech energy company involved in designing, developing and installing solar energy solutions for commercial and residential customers. 

 Additionally, the Issuer, as of November 30, 2011, held an
  8.56% interest in Global Solar Water Power Systems Inc., ("GSWPS")
  a private company beneficially owned by Mark Snyder, our company's Chief Technical
  Officer. GSWPS owns certain technology invented and developed by Mark Snyder
  for the design and manufacture of certain water filtration equipment, and is
  pursuing other clean energy opportunities. Current products offered by GSWPS
  include a portable solar powered trailer mounted water purification unit that
  can be delivered and operated nearly anywhere in the world and can provide a
  village, resort, or remote work-camps with all their drinking water and domestic
  water requirements. 

 Reference is made to Item 1. (Business) in the Issuer's
  Form 10-K (Annual Information Form), filed on SEDAR on November 29, 2011, for
  disclosure relating to the Issuer's clean technology division. 


Existing Documents Incorporated by Reference 


Information has been incorporated by reference into this Offering Memorandum from documents listed in the table below, which have been filed with securities regulatory authorities or regulators in Canada. The documents incorporated by reference are
available for viewing on the SEDAR website at www.sedar.com. In addition, copies of the documents may be obtained on request without charge from the Issuer, c/o Macdonald Tuskey Corporate and Securities Lawyers,
Suite 400-570 Granville Street, Vancouver, BC V6C 3P1 Attention: William L. Macdonald. 


Documents listed in the table and information provided in those documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement in this Offering Memorandum or in any other subsequently filed
document that is also incorporated by reference in this Offering Memorandum. 








	

Description of Document 	Date of 
Document
      and/or 
SEDAR Filing 
	Interim Financial Statements (Form 10-Q) (includes May 31,
      2012 Financial Statements and MD&A) 	July 10, 2012 
	News Release of the Issuer, announcing Mildred Peak and
      Copper Hills update 	June 12, 2012 
	News Release of the Issuer, Announcing $1,000,000 giveaway
    	June 7, 2012 
	News Release of the Issuer, announcing Mildred Peak
      drilling update 	May 24, 2012 
	News Release of the Issuer, announcing terms of the
      Offering 	May 14, 2012 
	Material Change Report relating to the dissemination of the
      Presidents Report 	April 23, 2012 
	Interim Financial Statements (Form 10-Q) (includes February
      29, 2012 Financial Statements and MD&A) 	April 16, 2012 
	Material Change Report relating to the closing of a
      $208,000 first tranche of a equity financing 	April 16, 2012 
	Material Change Report relating to the dissemination of
      news regarding shareholder votes cast at the recent Annual General Meeting
    	April 16, 2012 
	Material Change Report relating to the settlement of debt
      for equity 	April 11, 2012 
	Notice of Annual General Meeting 	April 11, 2012 
	News Release of the Issuer, Mildred Peak ROFR property to
      be diamond- drilled 	April 4, 2012 
	Material Change Report relating to annual property payment
    	March 30, 2012 
	Material Change Report relating to entry into agreement
      with Coal Harbor Communications 	March 27, 2012 
	Material Change Report relating to one new Director and two
      new Advisors 	March 19, 2012 
	Amended Form 10-K (includes August 31, 2011 Financial
      Statements & MD&A) 	March 14, 2012 
	News Release of the Issuer, announcing terms of the
      Offering 	February10, 2012 
	News Release of the Issuer, announcing terms of the
      Director’s Loan 	February 9, 2012 
	News Release, staking of additional claims Copper Hills 	February 2, 2012










	

Description of Document 	Date of 
Document
      and/or 
SEDAR Filing 
	Interim Financial Statements (Form 10-Q) (includes November
      30, 2011 Financial Statements and MD&A) 	January 17, 2012 
	Annual Information Form (Form 10-K) (includes August 31,
      2011 Financial Statements & MD&A) 	November 29, 2011 
	Material Change Report relating to entry into agreement
      with Trident Financial 	November 15, 2011 
	News Release of the Issuer, Copper Hills 43-101 	November 2, 2011 
	News Release of the Issuer, Mildred Peak Aquisition 	October 11, 2011 
	Material Change Report relating to Mildred Peak Aquisition
    	October 11, 2011 
	Material Change Report relating to entry into agreement
      with Peter Grandich 	October 3, 2011 
	News Release of the Issuer, IP/Res Survey Copper Hills 	September 12, 2011
  



Existing Documents Not Incorporated by Reference 

Other documents available on the SEDAR website (for example,
most press releases, take-over bid circulars, prospectuses and rights offering
circulars) are not incorporated by reference into this Offering Memorandum
unless they are specifically referenced in the table above. Your rights as
described in Item 11 of this Offering Memorandum apply only in respect of
information contained in this Offering Memorandum and documents or information
incorporated by reference. 

Future Documents Not Incorporated by Reference 

Documents filed after the date of this Offering Memorandum are
not deemed to be incorporated into this Offering Memorandum. However, if you
subscribe for securities and an event occurs, or there is a change in the
Issuer's business or affairs, that makes the Certificate to this Offering
Memorandum no longer true, the Issuer will provide you with an update of this
Offering Memorandum, including a newly dated and signed Certificate, and will
not accept your subscription until you have re-signed the subscription
agreement. 




ITEM 3: INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND PRINCIPAL HOLDERS 

To the knowledge of the Issuer, the following persons or
company beneficially owns, directly or indirectly, or exercises control or
direction over, Common Shares carrying more than 10% of the voting rights
attached to the outstanding Common Shares of the Issuer. 


	
Name and Address of Beneficial
      Owner 	Position with the 
Issuer
	Amount and Nature of 
Beneficial
      Ownership 	Percentage 
of Class 
	Chris Bunka 
Kelowna, British Columbia,
      Canada 
	Chairman, Director 
and Chief Executive
      
Officer 	4,238,833(1) 

	15.26% 


	Robert McAllister 
Kelowna, British
      Columbia, Canada 	President and Director 
	3,587,000(2) 
	12.92% 

	Bal Bhullar 
Vancouver, British Columbia,
      Canada 	Chief Financial 
Officer 	501,000(3) 
	1.82% 

	Mark Snyder 
San Diego, California, USA
	Chief Technical 
Officer 	700,000(4) 
	2.57% 

	Donald Findlay 
Calgary, Alberta, Canada
    	Director 
	202,000(5) 
	0.74% 

	Greg Dawson 
Vancouver, British Columbia,
      Canada 	Director 
	250,000(6) 
	0.92% 

	Tom Ihrke 
Charleston, South Carolina, USA
    	Senior Vice President 
	290,625(7) 
	1.07% 

	John Thomas 
Vancouver, British Columbia,
      Canada 	Director 
	250,000(8) 
	0 92% 




Notes: (1) Consists of beneficial ownership of an
aggregate of 4,238,833 shares of common stock of the Issuer broken down as
follows: (i) 999,500 shares of common stock held directly by Mr. Bunka, (ii)
705,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days of the date hereof; (iii) 200,000 shares of common stock
registered in the name of Kelowna Resource Group Ltd., Mr. Bunka beneficially
owns all of the voting shares of Kelowna Resource Group Ltd.; and (iv) 2,334,333
shares of common stock registered in the name of C.A.B. Financial Service Ltd.,
Mr. Bunka beneficially owns all of the voting shares of C.A.B. Financial Service
Ltd. 

(2) Consists of beneficial ownership of an aggregate
of 3,587,000 shares of common stock of the Issuer broken down as follows: (i)
2,882,000 shares of common stock held directly by Mr. McAllister, and (ii)
705,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days of the date hereof. 

(3) Consists of beneficial ownership of an aggregate
of 501,000 shares of common stock of the Issuer broken down as follows: (i)
1,000 shares of common stock held directly by Ms. Bal Bhullar, and (ii) 500,000
shares of common stock acquirable on exercise of outstanding stock options
within 60 days hereof. 

(4) Consists of beneficial ownership of an aggregate
of 700,000 shares of common stock of the Issuer broken down as follows: (i)
500,000 shares of common stock held directly by Mr. Mark Snyder; (ii) 200,000
shares of common stock acquirable on exercise of outstanding stock options
within 60 days hereof. 

(5) Consists of beneficial ownership of an aggregate
of 202,000 shares of common stock of the Issuer broken down as follows: (i)
1,000 shares of common stock held directly by Mr. Donald Findlay; (ii) 1,000
shares of common stock acquirable on the exercise of outstanding warrants within
60 days of the date hereof; (iii) 200,000 shares of common stock acquirable on
exercise of outstanding stock options within 60 days hereof. 

(6) Consists of beneficial ownership of an aggregate
of 250,000 shares of common stock of the Issuer broken down as follows: (i)
250,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days hereof.




(7) Consists of beneficial ownership of an aggregate
of 290,625 shares of common stock of the Issuer broken down as follows: (i)
140,625 shares of common stock held directly by Mr. Tom Ihrke; and (ii) 150,000
shares of common stock acquirable on the exercise f outstanding stock option
within 60 days of the date hereof. 

(8) Consists of beneficial ownership of an aggregate
of 250,000 shares of common stock of the Issuer broken down as follows: (i)
250,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days hereof. 

You can obtain further information about directors and
executive officers from the Issuer’s Form 10-K (Annual Information Form) filed
on SEDAR on November 29, 2011. 

Current information regarding the securities held by directors,
executive officers and principal holders can be obtained from the SEDI website
at www.sedi.ca and from the U.S. Securities
and Exchange Commission’s EDGAR system at www.sec.gov. The Issuer cannot
guarantee the accuracy of this information. 

Loans 

A loan exists in the form of a CDN $50,000 non secured loan
bearing 10%, repayable at any time by the Company and currently on a month to
month basis. The lender is President and a Director of the Company. 

ITEM 4: CAPITAL STRUCTURE 


	

Description 
of security 	
Number 
authorized
      
to be issued 	
Price per 
security 	Number 
outstanding as at
      
July 16, 2012 	Number 
outstanding after
      
max. offering 
	Common Shares 	200,000,000 	N/A(1) 	27,067,615
    	47,067,615 
	Offering Warrants(2) 	22,000,000 	US$0.10 – US$0.20 	0 	22,000,000 
	Warrants(3) 	11,442,500 	CDN $0.20 - US$0.30 	11,442,500 	11,442,500 
	Options(4) 	4,225,000 	US$0.10 – US$0.25 	4,225,000 	4,225,000 
	TOTAL 	  	  	42,735,115 	84,735,115




Notes: 

	(1)  	
      Common shares of the Issuer have been issued from
      treasury at prices ranging from US$0.02 per share to US$0.50 per
      Share.

	 	 
	(2)  	
      Represents the Warrants to be issued under this
      Offering (including broker warrants), exercisable to acquire common shares
      at an exercise price of US $0.10 per common share for
  a period of twelve months from the date of issuance and
      at an exercise price of US $0.20 thereafter for a period of 36 months from
      the date of issuance.








	(3)  	
      Represents an aggregate of 9,218,300 warrants
      exercisable at the price of CDN $0.20 until March 3, 2013, and an
      aggregate of 2,224,200 warrants exercisable at the price of US $0.15 until
      April 16, 2013 and US $0.20 from April 17 until April 16,
  2014.

	 	 
	(4)  	
      Represents incentive stock options granted pursuant to
      the Issuer’s former and current equity compensation and stock option
      plans.



ITEM 5: SECURITIES OFFERED 

Terms of Securities 

The Issuer is offering for sale by way of private placement
(the "Offering") up to 20,000,000 units (the "Units"), each Unit to consist of
one common share (each, a “Share”) of the Issuer and one Share purchase warrant
(each, a “Warrant”). Each Warrant will be exercisable into one further Share (a
“Warrant Share”) at a price of US$0.10 per Warrant Share for a period of twelve
(12) months following closing; or at a price of US$0.20 per warrant share for a
period that is twelve months and one day to thirty-six (36) months following
closing.

The holders of common shares are entitled to one vote at
meetings of shareholders for each share held and all common shares rank equally
with respect to the payment of dividends and on any distribution of the assets
of the Issuer on dissolution or winding up. 

Reference is also made to Item 7 (Compensation Paid to Sellers
and Finders) below for particulars with respect to commissions and finders' fees
payable in connection with the Offering. 

Subscription Procedure 

In order to subscribe for the Units, purchasers will be
required to complete and deliver the following documents to the Issuer or its
legal counsel on or before August 15 2012, or such other date as the Issuer may
determine. 

	1. 	
      a completed subscription agreement in the form attached
      hereto as Schedule "A", with such subscription agreement containing, among
      other things, representations by the subscriber that it is duly authorized
      to purchase the Units, that it is purchasing the Units for investment and
      not with a view for resale, and as to its status to purchase the Units on
      a private placement basis;

	 	 
	2. 	
      a completed copy of a Risk Acknowledgment (Form 45-106F4)
      in the form attached hereto as Schedule "B"; and

	 	 
	3. 	
      cash, solicitor's trust cheque, certified cheque, bank
      draft, money order in the amount of your investment payable to "Enertopia
      Corporation".



Your subscription funds will be held in trust until midnight on
the second business day after the day on which the Issuer or its legal counsel
received your signed subscription agreement and if the closing is after this
time, the Issuer and/or its legal counsel will hold the funds in trust pending
closing. We expect to close the first tranche of this Offering on or before
August 15 2012. 




The Issuer reserves the right to accept or reject subscriptions
in whole or in part at its discretion and to close the subscription books at any
time without notice. Any subscription funds or subscriptions that the Issuer
does not accept will be returned promptly after it has been determined not to
accept the funds. 

At the closing of the Offering, or as soon as practicable
thereafter, you will receive certificates representing the Shares and
certificates representing the Warrants, provided that the subscription price has
been paid in full. 

ITEM 6: INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY


The Issuer has not undertaken a study of potential income tax
consequences to investors. 

You should consult your own professional advisers to obtain
advice on the income tax consequences that apply to you. 

Not all securities are eligible for investment in a registered
retirement savings plan (“RRSP”) . You should consult your own professional
advisers to obtain advice on the RRSP eligibility of these securities. 

ITEM 7: COMPENSATION PAID TO SELLERS AND FINDERS 

The Issuer may pay finder's fees to certain arm's length
parties (the "Finders") in connection with the completion of the Offering 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
equal to 10% of the aggregate subscription proceeds. Each Broker’s Warrant will
be exercisable into one further Share (a “Warrant Share”) at a price of US$0.10
per Warrant Share for a period of twelve (12) months following closing; or at a
price of US$0.20 per warrant share for a period of thirty-six (36) months
following closing.

ITEM 8: RISK FACTORS 

Investment in the Units should only be made after consulting
with independent and qualified sources of investment and tax advice. Investment
in the Units at this time is highly speculative due to the stage of the Issuer’s
development and requirement to raise additional financing to carry out the
long-term business objectives of the Issuer. Any investment in the Issuer at
this stage involves a high degree of risk. 

Reference is made to Item 1A. (Risk Factors) in the Issuer’s
Form 10-K/A (Annual Information Form), filed on SEDAR on March 14, 2012, for a
discussion of the risks and uncertainties that the Issuer believes to be
material. 

Additional risk factors relating to the Offering include: 

	1. 	
      Purchasers of the Units will not have the benefit of a
      review of this Offering Memorandum by any regulatory authority.

	 	 
	2. 	
      Purchasers of Units have no individual legal
      representation in connection with the Offering. Accordingly, purchasers
      should consult with their own counsel prior to purchasing Units.

	 	 
	3. 	
      Purchasers of the Units offered hereby will experience an
      immediate and substantial dilution in the net tangible book value of the
      Units from the Offering Price of this
Offering.












	
4. 		
Purchasers of the Units must be aware of the long-term nature of their investment and be able to bear the economic risks of their investment. The right of any purchaser to sell, transfer, pledge or otherwise dispose of the Shares
or the Warrant Shares will be limited by applicable legislation, including a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the Securities unless you comply
with an exemption from prospectus and registration requirements under applicable securities legislation. The restriction on trading may be indefinite depending on the holder's jurisdiction of residence. Consequently, a holder of the Units may not be
able to readily liquidate his/her/its investment. Prospective purchasers should be able to afford the entire loss of their investment in the Issuer.

	
	 	 
	
5. 		
Publicly quoted securities are subject to a relatively high degree of price volatility. It may be anticipated that the quoted market for the Shares of the Issuer will be subject to market trends generally, notwithstanding any
potential success of the Issuer in creating revenue.

	
	 	 
	
6. 		
Shareholders of the Issuer may be unable to sell significant quantities of Shares into the public trading markets without a significant reduction in the price of their Shares, if at all. There can be no assurance that the Issuer
will continue to meet the listing requirements of the Canadian National Stock Exchange, the Over-The-Counter Bulletin Board or achieve listing on any other public listing exchange.

	



ITEM 9: REPORTING OBLIGATIONS 


Other than notices of annual and special meetings of the shareholders, and related information circulars, form of proxies, and financial statement request forms, the Issuer does not provide documents to its shareholders on an annual or ongoing
basis. 

 The Issuer is a reporting issuer (or equivalent) in British
  Columbia, Ontario and in the United States. You can obtain corporate and securities
  information about the Issuer from the SEDAR website at www.sedar.com, the SEDI
  website at www.sedi.ca, and from the U.S. Securities and Exchange Commission's
  EDGAR system at www.sec.gov. The Issuer cannot guarantee the accuracy of this
  information. Additionally, you can obtain quotations for the Issuer’s
  shares of common stock, under the symbol TOP, from the Canadian National Stock
  Exchange and/or under the symbol ENRT, from OTC Markets at www.otcmarkets.com.


ITEM 10: RESALE RESTRICTIONS 


Canadian Resale Restrictions 


These securities will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the securities unless you comply with an exemption from the prospectus
and registration requirements under securities legislation. 


Unless permitted under securities legislation, you cannot trade the securities before the date that is 4 months and a day after the distribution date. 


United States Resale Restrictions 


The Shares and Warrants to be issued to security holders will not be registered under the U.S. Securities Act or applicable state securities laws. Such securities will be issued in reliance upon the exemption from registration provided by Regulation
S of the U.S. Securities Act and pursuant to exemptions from applicable state securities laws.











Likewise, the Warrant Shares will not be registered under the U.S. Securities Act or applicable states securities laws, and accordingly may not be issued to U.S. Persons or persons in the United States, unless an exemption from registration under
the U.S. Securities Act and applicable states securities laws is available.


In addition, the Shares, the Warrants and the Warrant Shares issuable upon the exercise of the Warrants will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act, certificates representing such securities will bear
a legend to that effect, and such securities may be resold only pursuant to an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws. Subject to certain limitations, such securities may be
resold outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. 


Moreover, the Warrants may be exercised only pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. As a result, the Warrants may only be exercised by a holder who represents
that, at the time of exercise, the holder is not then located in the United States, is not a "U.S. person", as defined in Rule 902 of Regulation S under the U.S. Securities Act (a "U.S. Person"), and is not exercising the Warrants for the account or
benefit of a U.S. Person or a person in the United States, unless the holder provides a legal opinion or other evidence reasonably satisfactory to the Company to the effect that the exercise of the Warrants does not require registration under the
U.S. Securities Act or applicable state securities laws, or any other such documents that the Company may deem necessary. 


The foregoing discussion is only a general overview of certain requirements of United States securities laws applicable to the securities received upon completion of the Private Placement. All holders of such securities are urged to consult
with counsel to ensure that the resale of their securities complies with applicable securities legislation. 


ITEM 11: PURCHASERS’ RIGHTS 


If you purchase these securities you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer. 


Two-Day Cancellation Right 


You can cancel your agreement to purchase these securities. To do so, you must send a notice to the Issuer by midnight on the 2nd business day after you sign the subscription agreement to buy the securities. 


Statutory Rights of Action in the Event of a Misrepresentation 


If there is a misrepresentation in this Offering Memorandum, you have a statutory right to sue: 

	
(a) 		
the Issuer to cancel your agreement to buy these securities, or

	
	 	 
	
(b) 		
for damages against the Issuer, every person who was a director of the Issuer at the date of this Offering Memorandum, and every other person who signed this Offering Memorandum.

	



This statutory right to sue is available to you whether or not you relied on the misrepresentation. However, there are various defences available to the persons or companies that you have a right to sue. In particular, they have a defence if you
knew of the misrepresentation when you purchased the securities.








If you intend to rely on the rights described in (a) or (b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within180 days after you signed the subscription agreement to purchase the
securities.  You must commence your action for damages within the earlier of 180 days after learning of the misrepresentation and three years after you signed the subscription agreement to purchase the securities. 






ITEM 12: DATE AND CERTIFICATE 

Dated this 16th day of July, 2012. 

This Offering Memorandum does not contain a
misrepresentation. 

ENERTOPIA CORP. 

	 	 	 
	Robert McAllister 	 	Bal Bhullar 
	President 	 	Chief Financial Officer 
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	ON BEHALF OF THE
      BOARD OF DIRECTORS 	 	 
    
	Chris Bunka 	 	Donald Findlay 
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	Director, Promoter
    	 	Director 
	Greg Dawson 	 	John Thomas 
	Director 	 	Director 






Form 45-106F4 




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 Name and Address: 

Enertopia Corporation. 
Suite 950 1150 West Pender

Vancouver, British Columbia 
Canada, V6E 4A4 
Phone: 604-602-1675

Fax: 604-685-1602 

  E-mail: bbspa@hotmail.com 




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 or regulator.
    



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

You will receive an offering memorandum. Read the
offering memorandum carefully because it has important information about the
issuer and its securities. Keep the offering memorandum because you have rights
based on it. Talk to a lawyer for details about these rights. 

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

British Columbia Securities Commission
P.O. Box
10142, Pacific Centre 
701 West Georgia Street 
Vancouver, British
Columbia V7Y 1L2
Telephone: (604) 899-6500
Toll free in British Columbia
and Alberta 1-800-373-6393 
Facsimile: (604) 899-6506 

Alberta Securities Commission 
4th Floor, 300 – 5th
Avenue SW 
Calgary, Alberta T2P 3C4 
Telephone: (403) 297-6454

Facsimile: (403) 297-6156