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






Olibri Acquisitions 
4432 Merrick Run Ln

Valrico, FL 33596 
813-438-5225 

CONSULTING SERVICES AGREEMENT 

THIS AGREEMENT is made as of the 4th Day of October 2013. 

BETWEEN: 

Olibri Acquisitions, with
offices at 4432 Merrick Run Ln, Valrico, FL 33596 (the “service provider”), 

AND: 

Enertopia Corporation (ENRT), a
Nevada corporation, with offices at #950 - 1130 West Pender Street, Vancouver,
BC V6E 4A4 Canada (the “Company”), 

WHEREAS:

(A) The Company wishes to retain the Service Provider, on a
non-exclusive basis, to perform certain services for, and on behalf of, the
Company; and 

(B) The parties have mutually agreed to evidence the terms of
service to be provided by the Service Provider to the Company by this Agreement;


WITNESSES that in consideration of the respective covenants and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each party, the
parties mutually agree as follows: 

1. Engagement 

	1.1 	
      The company hereby retains the Service Provider to
      provide services to the company and the Service Provider agrees to be so
      retained, upon and subject to the terms and conditions hereinafter set
      forth for the duration of this Agreement for the term of 6 months
      commencing on the Date of this Agreement;



2. Duties of the Service Provider 

	2.1 	
      In consideration of the Company’s payment of the Service
      Provider’s remuneration, the Service Provider agrees to perform the duties
      and responsibilities outlined in this Agreement in accordance with the
      general directions of the Chairman, Chief Executive Officer and officers
      of the Company.

	 	 
	2.2 	
      The Service Provider will perform the following services
      (the “Services”):







(a) develop and maintain professional
relationships for the Company which will allow the Company to effectively
communicate with potential acquisition targets including but not limited to
natural gas and crude oil producing properties. 

(b) assist in the locating and
presenting of oil and gas exploration targets, lands, projects, partnering, etc,
whether by email or web-links, through existing or new relationships, or by any
other means; and 

(c) such other similar services that
the Company and the Service Provider may mutually agree upon from time to time.


	2.3 	
      The Service Provider covenants that all Services provided
      pursuant to this Agreement will adhere to relevant securities legislation,
      regulations and policies of all appropriate and relevant regulatory
      Bodies.

	 	 
	2.4 	
      The Service Provider acknowledges that flexibility is
      required with regards to the duties assigned from time to time. The
      Service Provider agrees that duties may be modified by the Company from
      time to time and that changes in the Service Provider’s assigned duties
      shall not constitute constructive dismissal hereunder, further, the
      execution of those new duties may and can generate increased monthly fees
      or one-time “a-la-carte” duties outside the scope of this document as
      agreed to by both parties.

	 	 
	3. 	
      Remuneration

	 	 
	3.1 	
      In consideration for the services the Company will pay to
      the Service Provider a one-time payment of seven hundred and fifty
      thousand shares (750,000) of restricted common stock in Enertopia
      Corporation. The shares will be placed under the name of “Stewart Briggs
      Smith”. The company agrees that upon execution of the Agreement, the
      shares will be considered earned in full by Stewart Briggs Smith. The
      Company agrees that the shares were issued as payment for the Service
      Provider's agreement to consult to the Company, and are non-refundable,
      non- cancellable, non-apportion able and the shares are not and shall not
      be construed as a prepayment for future services. The Company also agrees
      that if the Agreement is terminated for any reason, the shares cannot and
      will not be requested to be returned to the Company.

	 	 
	3.2 	
      Should the Company request, or the Service Provider’s
      workload necessitates, a change in the scope of services, the parties
      shall meet and confer in a good faith attempt to modify this agreement and
      provide commensurate compensation for any changes in workload service
      level, and will result in the amendment of this, or other sections, of
      this document to reflect the mutually agreed modifications.

	 	 
	3.3 	
      The Service Provider hereby acknowledges that he is
      responsible for remitting his own taxes and any contributions required by
      law to be remitted, and the Company will have no responsibility in respect
      of any failure by the Service Provider to properly remit such amounts when
      due, and the Service Provider agrees to indemnify and save the Company
      harmless from and against assessments, losses or penalties actually
      incurred by the Company in this respect.








	3.4 	
      Any and all expenses paid by the consultant, which will
      be billed to the company must be approved ahead of time, in
  writing.

	 	 
	4. 	
      Confidential Information

	 	 
	4.1 	
      The Service Provider, in performing the Services, hereby
      covenants, agrees and acknowledges as follows:



(a) The Service Provider has and will
have access to and will participate in the development of or be acquainted with
confidential or proprietary information and trade secrets related to the
business of the Company, its subsidiaries and affiliates (collectively, the
“Companies”), including to but not limited to 

	 	(i) 	
      business plans, operating plans, marketing plans,
      financial reports, operating data, budgets, wage and salary rates, pricing
      strategies and information, terms of agreements with suppliers or
      customers and others, customer lists, patents, devices, reports,
      correspondence, tangible property and specifications owned by or used in
      the businesses of one or more of the Companies and

	 	 	 
	 	(ii) 	
      information pertaining to future developments such as,
      but not limited to, research and development, exploration, acquisitions,
      divestitures, future marketing, distribution, delivery plans or ideas, and
      potential new business strategies and

	 	 	 
	 	(iii) 	
      other tangible and intangible property, which are used in
      the business and operations of the Companies but not made publicly
      available.




	 	(b) 	
      The information and trade secrets relating to the
      business and operation fo the Companies described herein above in this
      section are hereinafter referred to collectively as the “Confidential
      Information”, provided that the term Confidential Information will not
      include any information (i) that is or becomes generally publicly
      available (other than as a result of violation of the Agreement by Service
      Provider) or (ii) that the Service Provider receives on a non-confidential
      basis from a source (other than the Company, its affiliates or
      representatives) that is not known by him to be bound by an obligation of
      secrecy or confidentiality to the Companies or any of them;

	 	 	 
	 	(c) 	
      The Service Provider will not disclose, use or continue
      to make known for its or another’s benefit any Confidential Information or
      use such Confidential Information in any way except in the best interests
      of the Company in the performance of the Service Provider’s duties under
      this Agreement. The Service Provider may disclose Confidential Information
      when required by applicable law or judicial process, but only after notice
      to the Company of the Service Provider’s intention to do so and
      opportunity for the Company to challenge or limit the scope of the
      disclosure;

	 	 	 
	 	(d) 	
      The Service Provider acknowledges and agrees that a
      remedy at law for any breach or threatened breach of the provisions of
      this section would be inadequate and, therefore, agrees that the Company
      will be entitled to injunctive relief in addition to any
  other available rights and remedies in case of any such breach
      or threatened breach; provided, however, that nothing contained herein
      will be construed as prohibiting the Company from pursuing any other
      rights and remedies available for such breach or threatened
  breach;








	 	(e) 	
      The Service Provider agrees that at the request of the
      Company, the Service Provider will forthwith return to the Company all
      Confidential Information, documents, correspondence, notebooks, reports,
      computer programs and all other materials and copies thereof (including
      computer discs and other electronic media) relating in any way to the
      business of the Company in any way developed or obtained by the Service
      Provider during the period of its engagement with the Company;

	 	 	 
	 	(f) 	
      the obligations of the Service Provider under this
      section will survive the expiration or termination of this Agreement and
      will terminate five years after the termination of this Agreement;
    and

	 	 	 
	 	(g) 	
      the Service Provider hereby expressly agrees that the
      foregoing provisions of this section will be binding upon the Service
      Provider’s successors and legal
representatives.




	5. 	
      Acknowledgement of Special
  Relationship



5.1 The Service Provider acknowledges that he is in a special
relationship with the Company and hence will be privy to the specific
confidential information about corporate developments. The Service Provider
agrees that he will not trade any securities of the company unless any material
information or changes have first been released to the public, and secondly that
in the event of termination of this agreement, the Service Provider will keep
confidential such information until it is publicly disclosed. Notwithstanding
the generality of the foregoing the Service Provider will ensure that any
trading which he does in the Company’s securities is done in compliance with all
applicable securities laws. 

	6. 	
      Term

	 	 
	6.1 	
      This Agreement will be for an initial term of six
      months.

	 	 
	7. 	
      Termination

	 	 
	7.1 	
      This Agreement may be terminated at any time, without
      prejudice to the right to claim damages, by the non-defaulting party of
      either the Company or the Service Provider.

	 	 
	7.2 	
      Upon notice of termination, the Service Provider will
      provide the Company with all such information and assistance as the
      Company reasonably requires (at the Company’s expense) to continue the
      operations of the Company which have been conducted by the Service
      Provider pursuant to this Agreement with the least disruption in the most
      efficient manner possible. Such information and assistance will include
      but not be limited to assisting the Company with the training of an
      employee of the Company who will perform services similar to the Service
      Provider, the Service Provider may receive fair compensation of any excess
      travel or time required to perform such transitional training.

	 	 
	8. 	
      Notice








	8.1 	
      Every notice, request, demand or direction (each, for the
      purposes of this section, a “notice”) to be given pursuant to this
      Agreement by any party to another will be in writing and will be delivered
      or sent by registered or certified mail postage prepaid and mailed in any
      government post office or by e-mail, telex, telegram, cable or other
      similar form of written communication, in each case, addressed as
      applicable as follows:

	 	 
		
      If to the Service Provider:

	 	 
		
      Stewart Briggs Smith, 4432 Merrick Run Lane, Valrico, FL
      33596, Email Info@olibrigroup.com

	 	 
		
      If to the Company:

	 	 
		
      Enertopia Corporation, #950 - 1130 West Pender Street,
      Vancouver, BC V6E 4A4 Canada Email mcallister@utopia2030.com

	 	 
		
      or to such other address as is specified by the
      particular party by notice to the other.

	 	 
	8.2 	
      Any notice delivered or sent in accordance with this
      section will be deemed to have been given and
received:




	 	(a) 	
      if delivered, on the day of delivery,

	 	 	 
	 	(b) 	
      if mailed, on the earlier of the day of receipt or the
      sixth business day after the day of mailing, or

	 	 	 
	 	(c) 	
      if sent by email, telex, telegram, cable or other similar
      form of written communication, on the first business day following the day
      of transmittal.



8.3 If a notice is sent by mail and mail service is interrupted
between the point of mailing and the destination by strike, slowdown, force
majeure or other cause within two days before or after the time of mailing, the
notice will not be deemed to be received until actually received, and the party
sending the notice will use any other service which has not been so interrupted
or will deliver the ntice in order to ensure prompt receipt. 

	9. 	
      General

	 	 
	9.1 	
      The parties hereby agree to comply with the provisions of
      the Securities Act and other applicable securities legislation and in no
      case will advise an investor to purchase or sell securities of the
      Company.

	 	 
	9.2 	
      This Agreement will ensure to the benefit of and be
      binding upon the respective legal representatives, successors and
      permitted assigns of both parties.

	 	 
	9.3 	
      Time is of the essence in the performance of each
      obligation under this Agreement.

	 	 
	9.4 	
      This Agreement shall be governed by and construed in
      accordance with the laws of the Commonwealth of
  Massachusetts.








	9.5 	
      The Service Provider shall not assign any right, benefit
      or interest in this Agreement without the written consent of the Company,
      and any purported assignment without such consent will be void.

	 	 
	9.6 	
      The Service Provider acknowledges and agrees that the
      Company may direct the Service Provider to provide the services to any of
      it subsidiaries, and the Company may direct that such other subsidiary or
      related companies pay the Service Provider directly.

	 	 
	9.7 	
      This agreement may be executed in any number of
      counterparts with the same effect as if all parties to this Agreement had
      signed the same document and all counterparts will be construed together
      and will constitute one and the same instrument.

	 	 
	9.8 	
      Each party hereto shall be responsible for its own
      expenses unless pre-approved by the Company.

	 	 
		
      IN WITNESS WHEREOF the parties hereto have
      executed this Agreement effective as of the day and year first above
      written.



The Company 

PER: ______________________________

PRINT:                                                        
TITLE: 

Service Provider 

PER:
______________________________
        
Stewart Briggs Smith 
         Olibri
Acquisitions 

Agreed and accepted this 4th day of October,
2013.