Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






ENERTOPIA CORPORATION. 

April 21, 2016 

S P W INC (“Vendor”) 

PO Box 18453 
Reno NV 89521 

Attention: Foster Wilson 

	Re: 	Proposed Terms of Acquisition of certain Placer Mining
      Claims Nevada, USA 


This offer letter (the “Offer”) sets out certain basic
terms and conditions by which Enertopia Corporation (“Enertopia”)
proposes to enter into negotiations to effect the optional acquisition of
certain placer mining claims (the “Claims”) in Nevada covering
approximately 2,560 acres (see Schedule A) from S P W Inc. S P W Inc. holds the
Claims directly (“Underlying Owner”). Upon the closing date of the
transaction (the “Effective Date”) S P W Inc. will have the right to
transfer, option, sell or assign the Claims to Enertopia. The Placer mining
claims and any underlying agreements will be acquired by Enertopia through a
mineral property option agreement, an assignment agreement or an asset
acquisition (the “Transaction”) on the terms set forth below. 

Upon acceptance of this Offer by S P W Inc. both S P W Inc. and
Enertopia are obligated to use their best efforts to complete the Transaction
contemplated herein which is subject to the negotiation of definitive
documentation (the “Transaction Document”) which shall contain the terms
and conditions as set out in this Offer together with all schedules and such
other terms and conditions as are customary for transactions of the nature
contemplated herein. This Offer is intended to bind the parties, and it is
further intended that the terms set forth below will provide the basis upon
which Enertopia and S P W Inc. will negotiate in good faith the Transaction
Documents. The Transaction Document will supersede this Offer and shall include
definitive schedules describing the Placer mining claims and any underlying
agreements. All documentation shall be in a form and content satisfactory to
each of S P W Inc. and Enertopia and is subject to receiving the approval of
their respective boards of directors prior to signing, and in the case of
Enertopia the receipt of any necessary regulatory approval(s). When used in this
Offer capitalized terms not otherwise defined herein but defined in any of
Policy 1 or Policy 8 of the Canadian National Stock Exchange (the
“Exchange”) will have the meanings ascribed thereto in such applicable
Exchange Policy. Each of Enertopia and S P W Inc. acknowledges that the initial
3,500,000 Enertopia shares (as defined below) to be received by persons or
companies who become shareholders of Enertopia following completion of the
Transaction may be subject to a legend restricting trading of these shares as
required by the applicable regulatory authorities. 

	1. 	
      Transaction
Description




	 	(a) 	
      The Transaction may be effected in one of several
      different ways including a, mineral property option agreement, assignment
      agreement or an asset acquisition.

	 	 	 
	 	(b) 	
      The parties will jointly determine the optimum structure
      for the Transaction in order to best satisfy tax planning, regulatory and
      other considerations. Prior to the Transaction S P W Inc. shall confirm
      that it owns or controls the Claims.




	2. 	
      Purchase Price for the
Claims



The consideration payable by Enertopia to S P W Inc. pursuant
to this Offer shall consist of: 




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	 	(a) 	
      paying $7,000 on signing the Offer; such payment is
      refundable by S P W Inc. if S P W Inc. fails to deliver 1,280 acres the
      Claims to Enertopia co-incidental with signing of Transaction Documents as
      described above,

	 	 	 
	 	(b) 	
      paying $7,000 on signing of the definitive agreement (the
      Agreement); such payment is refundable by S P W Inc. if S P W Inc. fails
      to deliver 1,280 acres the Claims to Enertopia co-incidental with signing
      of Transaction Documents as described above,

	 	 	 
	 	(c) 	
      paying $12,000 on signing of the definitive agreement
      (the “Agreement”) and issuing 3,500,000 common shares in the capital stock
      of Enertopia as soon as practicable following the execution of the
      Agreement,

	 	 	 
	 	(d) 	
      paying an optional $12,000 on or before the six month
      anniversary of the definitive agreement (the “Agreement”),

	 	 	 
	 	(a) 	
      paying an optional $22,500 on or before the one year
      anniversary of the definitive agreement (the “Agreement”),

	 	 	 
	 	(e) 	
      issuing an optional 1,000,000 shares in the capital stock
      of Enertopia per project outlined in the definitive agreement based on
      certified well results showing a minimum average of 300 ppm Li over 100
      feet as long as the Agreement is in good standing. Enertopia is
      responsible to keep the Placer mineral claims and any underlying
      agreements in good standing during the currency of the
  Transaction.




	3. 	
      NSR




	 	(a) 	
      There is a 1.5% Net Smelter Return (“NSR”) payable on all
      Placer mining claims from commercial production to be paid according to
      the terms and conditions as set forth in the Transaction Documents. The
      NSR can be re purchased for $500,000 per every
0.5%.




	4. 	
      Terms and Conditions in Favour of
  Enertopia

	 	 
	5. 	
      Enertopia’s obligation to complete the Transaction
      described herein will be subject to the following conditions (the
      “Enertopia Closing Conditions”):




	 	(a) 	
      execution of Transaction Documents on substantially the
      same terms described herein, together with such other terms as are
      customary in a transaction of this nature,

	 	 	 
	 	(b) 	
      receipt by Enertopia of all required regulatory approvals
      in form and substance satisfactory to Enertopia,

	 	 	 
	 	(c) 	
      any underlying agreements being assigned to Enertopia,
      upon terms and conditions satisfactory to Enertopia,

	 	 	 
	 	(d) 	
      Enertopia being satisfied acting reasonably as to its due
      diligence investigations of the business, assets and affairs of S P W Inc.
      and that that no material adverse change in the condition, business,
      properties or financial affairs of S P W Inc. has occurred prior to the
      Effective Date

	 	 	 
	 	(e) 	
      if required, the receipt of shareholder approval by S P W
      Inc. shareholders to the Transaction,

	 	 	 
	 	(f) 	
      if required, the receipt of shareholder approval by
      Enertopia shareholders to the Transaction,







- 3 - 

	 	(g) 	
      all of the representations and warranties of S P W Inc.
      set forth in the Transaction Documents will be true and correct in all
      material respects as at the date made and as at the Effective
  Date;

	 	 	 
	 	(h) 	
      all of the obligations, covenants and requirements of S P
      W Inc. described in this Offer and the Transaction Documents will have
      been met and complied with, and

	 	 	 
	 	(i) 	
      the Effective Date shall have occurred on or before May
      31, 2011 (the “Outside Date”), or such other date as Enertopia and
      S P W Inc. shall agree in writing.



The Enertopia Closing Conditions are for the exclusive benefit
of Enertopia and may be waived in whole or in part by it at any time. 

	6. 	
      Terms and Conditions in Favour of S P W Inc. SP W
      Inc.’s obligation to complete the Transaction will be subject to the
      following conditions (the “S P W Inc. Closing
  Conditions”):




	 	(a) 	
      execution of the Transaction Documents on substantially
      the same terms described herein, together with such other terms as are
      customary in a transaction of this nature,

	 	 	
       

	 	(b) 	
      receipt by Enertopia of all required regulatory approvals
      in form and substances satisfactory to S P W Inc.

	 	 	
       

	 	(c) 	
      if required, the receipt of shareholder approval by S P W
      Inc. shareholders to the Transaction,

	 	 	
       

	 	(d) 	
      if required, the receipt of shareholder approval by
      Enertopia’s shareholders to the Transaction,

	 	 	
       

	 	(e) 	
      S P W Inc. being satisfied acting reasonably as to its
      due diligence investigations of the business, assets and affairs of
      Enertopia and that that no material adverse change in the condition,
      business, properties or financial affairs of Enertopia has occurred prior
      to the Effective Date

	 	 	
       

	 	(f) 	
      all of the representations and warranties of Enertopia
      which are set forth in the Transaction Documents will be true and correct
      in all material respects as at the date made and as at the Effective
      Date;

	 	 	
       

	 	(g) 	
      the Effective Date shall have occurred by the Outside
      Date, or such other date as Enertopia and S P W  Inc. shall agree in
      writing and

	 	 	
       

	 	(h) 	
      all of the covenants, obligations and requirements of
      Enertopia described in the Transaction Documents will have been met and
      complied with.



The S P W Inc. Closing Conditions are for the exclusive benefit
of S P W Inc. and may be waived in whole or in part by it at any time. 

	7. 	
      Standstill



During the period from the satisfactory completion of due
diligence until this Offer is either superseded by the Transaction Documents or
May 31, 2016 or such other date agreed upon by the parties, S P W Inc. agrees
that it will: 

not solicit offers or have discussion with any third parties
regarding the sale of the Concessions. 




- 4 - 

	8. 	
      Transactional Support

	 	
       

	9. 	
      The parties acknowledge that the Transaction Documents
      will provide that Enertopia and S P W Inc. shall use their best efforts to
      ensure that the transactions contemplated in this Offer receive all
      applicable regulatory, shareholder and director approvals.

	 	
       

	10. 	
      Access to Information



Upon acceptance of this Offer and until the completion of the
transactions contemplated by this Offer or the termination of the negotiations
contemplated herein, each party will allow the other and its respective
authorized representatives, including legal counsel and financial advisors,
access to all information, books or records relevant for the purpose of the
transactions contemplated herein. Each party hereto agrees that all information
and documents so obtained will be kept confidential and the contents thereof
will not be disclosed to any person without the prior written consent of the
disclosing party. 

	11. 	
      Expenses and Commission



Each of Enertopia and S P W Inc. shall be responsible for their
own expenses and costs related to the transactions contemplated herein
including, without limitation, all costs and charges incurred prior to the date
of this Offer and all legal, advisory and accounting fees and disbursements
relating to the transactions contemplated herein. 

	12. 	
      Other Items



The Transaction Documents shall also contain such other terms,
conditions and agreements to which the parties hereto may reasonably request and
agree in order to complete the transactions contemplated in this Offer. 

	13. 	
      Use and Confidentiality



All of the information and other data to which the each party
and/or their respective representatives are given access as set forth above will
be used by such party solely for the purpose of analyzing the other party hereto
and will be treated on a confidential basis. The terms, conditions and existence
of this Offer and all further discussions between the parties will also be
treated on a confidential basis, subject to appropriate disclosure to regulatory
authorities and as otherwise required by the requirements of any regulatory
authorities or securities exchanges which may be applicable. 

All announcements pertaining to the contemplated transaction
will be subject to approval by the other party before public disclosure, subject
to a party's need to immediately comply with the requirements of any regulatory
authority (in which case best efforts will be made to obtain the other party's
approval). S P W Inc. acknowledges the requirement for Enertopia to issue a
press release announcing the entering into of the Offer, a draft of which will
be made available for review and comment by S P W Inc., prior to dissemination.





- 5 - 

If this Offer is acceptable, please communicate your acceptance
by executing the duplicate copy hereof in the appropriate space below and
returning such executed copy to us, marked "STRICTLY CONFIDENTIAL" prior
to 1:00 p.m. on April 21, 2016, or such other
date as Enertopia and S P W Inc. may agree in writing. This offer maybe
signed in as many counterparts as may be necessary, each of which so
signed shall be deemed to be an original ( and each signed copy sent by email or
electronic facsimile transmission shall be deemed to be an original), and
such counterparts together shall constitute one and the same instrument
and notwithstanding the date of execution shall be deemed to bear the date
as set forth above. 

ENERTOPIA CORPORATION. 


	Per: 	 
		Robert McAllister, President




THIS OFFER is hereby accepted on the terms and
c
onditions set forth herein as of the 21st day of April, 2016. 

S P W Inc. 


	Per: 	 
		Foster Wilson