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







 

THIS ONLINE MARKETING AGREEMENT made as of the
27th Day Of February, 2014 

BETWEEN: 

Enertopia Corp. a company
subsisting under the laws of the State of Nevada and having its head office at
950-1130 West Pender Street, Vancouver, British Columbia, V6E 4A4 

(“Advertiser”) 

AND: 

AGORA Internet Relations
Corp, a company incorporated in the province of Ontario, with head
office at 155 East Beaver Creek Road, Unit 24, Suite 304, Richmond Hill, ON L4B
2N1 

(“AGORA”) 

CONTRACT DETAILS 

Ad Placement and Deliverables


	10,000,000 Ads Embedded Within
  AGORACOM.com Discussion Forums
  
	4 Week Exclusive Sponsorship
  AGORACOM.com Front Page
  
	4 Week Exclusive Sponsorship AGORACOM /
  YouTube Small-Cap TV
  
	4 Week Exclusive Sponsorship AGORACOM
  Twitter Account
  
	4 Week Exclusive Sponsorship AGORACOM
  Member Account Profiles
  
	4 Skype / In Camera Interviews –
  Distributed Through Network, YouTube, iTunes and All Majors
  
	3 Feature Webcasts – Powerpoint + Voice
  Over Presentation
  
	12 Months Search Engine Awareness Program
  Target Online Investors Via Google, Bing, Yahoo
  
	Unlimited Front Page Featured News For All Material
  News, Updates, Events, etc.
  
	Unlimited News Flash For All Material News,
  Updates, Events, etc.
  
	Unlimited AGORACOM Webcast TV For All Material
  News, Updates, Events etc. 


Guaranteed Exposure 

AGORA guarantees to the Advertiser that their ad(s) will be
placed in such a way that the number of exposures ordered in the contract will
be achieved in the ordered timeframe if no external interference such as war,
revolution, natural or man-made disasters, acts of God or other third party
intervention. 

In the event there is or will be a shortfall in impressions,
such shortfall shall not be considered a breach of this Insertion Order by
AGORA. Rather, AGORA will provide Advertiser, with additional or comparable (in
value) “make good” impressions. AGORA reserves the right to alter Advertiser
traffic to accommodate trafficking needs or other operational needs.
Advertiser shall be entitled to a pro rata refund of its fees for any under
delivery. 

	Proud Providers of Small-Cap News
      to our Partners: 
	
    	
    	
    

 
 



Additional Free Exposure 

AGORA may provide the Advertiser with additional ad impressions
beyond the contracted amount when excess inventory is available. Any such
additional ad impressions will happily be free to the Advertiser. 

Ad Creative 

AGORA is willing and able to produce creative needed for the
different advertising placements. AGORA shall receive final approval from
advertiser prior to publishing any creative. 

If the advertiser provides ad creative, AGORA will have the
right to refuse or request changes to any advertising for any reason including
but not limited to: ad materials, improper links or improper format. 

Advertiser Internet Presence


Advertiser agrees to maintain a web site for the purpose of
linking to their ad(s). It is the Advertisers’ responsibility to submit a
suitable alternative counter page if they expect outages at their main site.


Truth In Advertising / Indemnification
For Liability 

The Advertiser is solely responsible for any legal liability
arising out of or relating to the Advertisement and/or any material to which
users can link through the Advertisement. The Advertiser warrants that the use,
reproduction, distribution, or transmission of the Advertisement for the purpose
of this Agreement will not violate any criminal laws, securities laws or any
rights of any third parties, including, but not limited to, such violations as
infringement or misappropriation of any copyright, patent, trademark, trade
secret, image, or other proprietary or property right, false advertising, unfair
competition, defamation, violation of any antidiscrimination law or regulation,
or any other right of any person or entity. Advertiser agrees to indemnify AGORA
and to hold AGORA harmless from any and all liability, loss, damages, claims, or
causes of action, including reasonable legal fees and expenses that may be
incurred by AGORA arising out of or related to a breach of any of the foregoing
representations and warranties or any other dispute or claim which may arise in
relation to the advertising campaign.

Term and Compensation 

Term and Compensation 

	TERM: 	February 27, 2014 – February 27, 2015 
	FEES: 	$CDN 50,000 + GST * 


	$50,000 + GST to be paid via Shares For Services 


	
  $12,500 + GST Shares For Services Upon Commencement February 27, 2014




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  $12,500 + GST Shares For Services at end of Third Month May 27, 2014
  

	
  $12,500 + GST Shares For Services at end of Sixth Month August 27, 2014
  

	
  $12,500 + GST Shares For Services at end of Ninth Month November 27, 2014
  



The deemed price of the securities to be issued will be
determined after the date services are provided to advertiser in each period. In
any case, the price of the securities must be in accordance with the
requirements of the CSE at the time of issuance (Policy 6 –
Distributions) 

General 

All references to currency herein are to currency of
Canada.

The rights and interests of the parties under this Agreement
are not assignable.

Time is of the essence of this Agreement.

This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors, personal
representatives, heirs and assigns.

If any one or more of the provisions contained in this
Agreement should be invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such provision or
provisions will not in any way be affected or impaired thereby in any other
jurisdiction and the validity, legality and enforceability of the remaining
provisions contained herein will not in any way be affected or impaired thereby,
unless in either case as a result of such determination this Agreement would
fail in its essential purpose.

The heading and section numbers appearing in this Agreement or
any schedule hereto are inserted for convenience of reference only and shall not
in any way affect the construction or interpretation of this Agreement.

This Agreement shall be construed and enforced in accordance
with, and the rights of the parties to this Agreement shall be governed by, the
laws of Ontario and each of the parties hereby irrevocably attorn to the
jurisdiction of the courts of Ontario.

This Agreement does not establish any partnership, joint
venture, or other business entity or association between the parties. 

This Agreement does not establish an investor relations
relationship. This Agreement solely represents an online advertising agreement.


This Agreement shall supersede and replace any other agreement
or arrangement, whether oral or written, heretofore existing between the parties
in respect of the subject matter of this Agreement.

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The parties shall promptly execute or cause to be executed all
documents, deeds, conveyances and other instruments of further assurance which
may be reasonably necessary or advisable to carry out fully the intent of this
Agreement.

This Agreement may be executed in as many counterparts as may
be necessary and by facsimile or e-mail, each of such counterparts so executed
will be deemed to be an original and such counterparts together will constitute
one and the same instrument and, notwithstanding the date of execution, will be
deemed to bear the date as of the day and year first above written.

IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written. 

Enertopia Corp. 

_____________________ 

Authorized Signatory 
Position: 

AGORA Internet Relations Corp. 

George Tsiolis 

President 

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