Enertopia Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

STOCK OPTION AGREEMENT 

ENERTOPIA CORP. 

THIS AGREEMENT is entered into as of the 11th day of
March 11, 2014 (the “Date of Grant”) 

BETWEEN: 

		
      ENERTOPIA CORP., a company incorporated pursuant
      to the laws of the State of Nevada, of Suite 950 1130 West Pender,
      Vancouver, BC V6E 4A4 

	  	  
	  	(the “Company”) 
	  	  
	AND: 	ROBERT CHADWICK 
	  	7065 Mershon Street 
	  	Mission, BC V2V-2Y6 
	  	  
	  	  
	  	(the “Optionee”) 


WHEREAS: 

A.        The Board of
Directors of the Company (the “Board”) has approved and adopted the 2011 Stock
Option Plan (the “Plan”), pursuant to which the Board is authorized to grant to
employees and other selected persons stock options to purchase common shares of
the Company (the “Common Stock”); 

B.        The Plan provides
for the granting of stock options that either (i) are intended to qualify as
“Incentive Stock Options” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify under
Section 422 of the Code (“Non-Qualified Stock Options”); and 

C.        The Board has
authorized the grant to the Optionee of options to purchase a total of
100,000 shares of Common Stock (the “Options”), which Options are
intended to be (select one): 

	 	[     ] 	Incentive Stock Options; 
	 	 	 
	 	[ X ] 	Qualified Stock Options 


NOW THEREFORE, the Company agrees to offer to the Optionee the
option to purchase, upon the terms and conditions set forth herein and in the
Plan, 100,000 shares of Common Stock. Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Plan. 

ITEM 1        Exercise
price. The exercise price of the options shall be us $0.68 per share. 




- 2 – 

ITEM 2        Limitation on
the number of shares. If the options granted hereby are incentive stock options,
the number of shares which may be acquired upon exercise thereof is subject to
the limitations set forth in section 5.1 of the plan. 

ITEM 3        Vesting
schedule. The options shall vest in accordance with exhibit a. 

ITEM 4        Options not
transferable. The options may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other than
by will, by applicable laws of descent and distribution or, in the case of a
non-qualified stock option, pursuant to a qualified domestic relations order,
and shall not be subject to execution, attachment or similar process;
provided, however, that if the options represent a non-qualified stock
option, such option is transferable without payment of consideration to
immediate family members of the optionee or to trusts or partnerships
established exclusively for the benefit of the optionee and optionee’s immediate
family members. Upon any attempt to transfer, pledge, hypothecate or otherwise
dispose of any option or of any right or privilege conferred by the plan
contrary to the provisions thereof, or upon the sale, levy or attachment or
similar process upon the rights and privileges conferred by the plan, such
option shall thereupon terminate and become null and void. 

ITEM 5        Investment
intent. By accepting the options, the optionee represents and agrees that none
of the shares of common stock purchased upon exercise of the options will be
distributed in violation of applicable federal and state laws and regulations.
In addition, the company may require, as a condition of exercising the options,
that the optionee execute an undertaking, in such a form as the company shall
reasonably specify, that the stock is being purchased only for investment and
without any then-present intention to sell or distribute such shares. 

ITEM 6        Termination of
employment and options. Vested options shall terminate, to the extent not
previously exercised, upon the occurrence of the first of the following events:


	 	(A) 	
      Expiration. Five (5) years from the date of
  grant.

	 	 	 
	 	(B) 	
      Termination for cause. The date of the first discovery by
      the company of any reason for the termination of an optionee’s employment
      or contractual relationship with the company or any related company for
      cause (as determined in the sole discretion of the plan administrator),
      and, if an optionee’s employment is suspended pending any investigation by
      the company as to whether the optionee’s employment should be terminated
      for cause, the optionee’s rights under this agreement and the plan shall
      likewise be suspended during the period of any such
  investigation.

	 	 	 
	 	(C) 	
      Termination due to death or disability. The expiration of
      one (1) year from the date of the death of the optionee or cessation of an
      optionee’s employment or contractual relationship by reason of disability
      (as defined in section 5.1(g) of the plan). If an optionee’s employment or
      contractual relationship is terminated by death, any option held by the
      optionee shall be exercisable only by the person
or persons to whom such optionee’s rights under such option
      shall pass by the optionee’s will or by the laws of descent and
      distribution.







- 3 – 

	 	(D) 	
      Termination for any other reason. The expiration of
      ninety (90) days from the date of an optionee’s termination of employment
      or contractual relationship with the company or any related corporation
      for any reason whatsoever other than termination of service as a director,
      cause, death or disability (as defined in section 5.1(g) of the
    plan).



Each unvested Option granted pursuant hereto shall terminate
immediately upon termination of the Optionee’s employment or contractual
relationship with the Company for any reason whatsoever, including Disability
unless vesting is accelerated in accordance with Section 5.1(f) of the Plan.


ITEM 7        Stock.
In the case of any stock split, stock dividend or like change in the nature of
shares of stock covered by this agreement, the number of shares and exercise
price shall be proportionately adjusted as set forth in section 5.1(m) of the
plan. 

ITEM 8        Exercise of
option. Options shall be exercisable, in full or in part, at any time after
vesting, until termination; provided, however, that any optionee who is
subject to the reporting and liability provisions of section 16 of the
securities exchange act of 1934 with respect to the common stock shall be
precluded from selling or transferring any common stock or other security
underlying an option during the six (6) months immediately following the grant
of that option. If less than all of the shares included in the vested portion of
any option are purchased, the remainder may be purchased at any subsequent time
prior to the expiration of the option term. No portion of any option for less
than fifty (50) shares (as adjusted pursuant to section 5.1(m) of the plan) may
be exercised; provided, that if the vested portion of any option is less than
fifty (50) shares, it may be exercised with respect to all shares for which it
is vested. Only whole shares may be issued pursuant to an option, and to the
extent that an option covers less than one (1) share, it is unexercisable. 

Each exercise of the Option shall be by means of delivery of a
notice of election to exercise (which may be in the form attached hereto as
Exhibit B) to the President of the Company at its principal executive
office, specifying the number of shares of Common Stock to be purchased and
accompanied by payment in cash by certified check or cashier’s check in the
amount of the full exercise price for the Common Stock to be purchased. In
addition to payment in cash by certified check or cashier’s check, an Optionee
or transferee of an Option may pay for all or any portion of the aggregate
exercise price by complying with one or more of the following alternatives: 

	 	(A) 	
      By delivering to the company shares of common stock
      previously held by such person, duly endorsed for transfer to the company,
      or by the company withholding shares of common stock otherwise deliverable
      pursuant to exercise of the option, which shares of common stock received
      or withheld shall have a fair market value at the date of exercise (as
      determined by the plan administrator) equal to the aggregate purchase
      price to be paid by the optionee upon such exercise;
or







- 4 – 

	 	(B) 	
      By complying with any other payment mechanism approved by
      the plan administrator at the time of exercise.



It is a condition precedent to the issuance of shares of Common
Stock that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with Section 5.1 of the Plan. 

ITEM 9        Holding
period for incentive stock options. In order to obtain the tax treatment
provided for incentive stock options by section 422 of the code, the shares of
common stock received upon exercising any incentive stock options received
pursuant to this agreement must be sold, if at all, after a date which is later
of two (2) years from the date of this agreement is entered into or one (1) year
from the date upon which the options are exercised. The optionee agrees to
report sales of shares prior to the above determined date to the company within
one (1) business day after such sale is concluded. The optionee also agrees to
pay to the company, within five (5) business days after such sale is concluded,
the amount necessary for the company to satisfy its withholding requirement
required by the code in the manner specified in section 5.1(l) of the plan.
Nothing in this section 9 is intended as a representation that common stock may
be sold without registration under state and federal securities laws or an
exemption therefrom or that such registration or exemption will be available at
any specified time. 

ITEM 10        Resale
restrictions may apply. Any resale of the shares of common stock received
upon exercising any options will be subject to resale restrictions contained in
the securities legislation applicable to the optionee. The optionee acknowledges
and agrees that the optionee is solely responsible (and the company is not in
any way responsible) for compliance with applicable resale restrictions. 

ITEM 11        Subject to
2011 stock option plan. The terms of the options are subject to the
provisions of the plan, as the same may from time to time be amended, and any
inconsistencies between this agreement and the plan, as the same may be from
time to time amended, shall be governed by the provisions of the plan, a copy of
which has been delivered to the optionee, and which is available for inspection
at the principal offices of the company. 

ITEM 12       
Professional advice. The acceptance of the options and the sale of common
stock issued pursuant to the exercise of options may have consequences under
federal and state tax and securities laws which may vary depending upon the
individual circumstances of the optionee. Accordingly, the optionee acknowledges
that he or she has been advised to consult his or her personal legal and tax
advisor in connection with this agreement and his or her dealings with respect
to options. Without limiting other matters to be considered with the assistance
of the optionee’s professional advisors, the optionee should consider: (a)
whether upon the exercise of options, the optionee will file an election with
the internal revenue service pursuant to section 83(b) of the code and the
implications of alternative minimum tax pursuant to the code; (b) the merits and
risks of an investment in the underlying shares of common stock; and (c) any
resale restrictions that might apply under applicable securities laws. 

ITEM 13        No
employment relationship. Whether or not any options are to be granted under
this plan shall be exclusively within the discretion of the plan administrator,
and nothing contained in this plan shall be construed as giving any person any
right to participate under this plan. The grant of an option shall in no way constitute any
form of agreement or understanding binding on the company or any related
company, express or implied, that the company or any related company will employ
or contract with an optionee, for any length of time, nor shall it interfere in
any way with the company’s or, where applicable, a related company’s right to
terminate optionee’s employment at any time, which right is hereby reserved. 




- 5 – 

ITEM 14        Entire
agreement. This agreement is the only agreement between the optionee and the
company with respect to the options, and this agreement and the plan supersede
all prior and contemporaneous oral and written statements and representations
and contain the entire agreement between the parties with respect to the
options. 

ITEM 15       Notices. Any
notice required or permitted to be made or given hereunder shall be mailed or
delivered personally to the addresses set forth below, or as changed from time
to time by written notice to the other: 

	The Company: 
	  
	                                                          Enertopia
      Corp. 
	               
                         
                         
         Suite 950 1130 West Pender Street 
	               
                         
                         
         Vancouver, BC V6E 4A4 
	               
                         
                         
         Attention: President 
	  
	With a copy to: 
	  
	               
                         
                         
         W.L. Macdonald Law Corporation 
	               
                         
                         
         400 – 570 Granville Street 
	               
                         
                         
         Vancouver, British Columbia V6C 3P1 
	               
                         
                         
         Attention: William Macdonald 
	  
	The Optionee: 
	  
	               
                         
                         
         ROBERT CHADWICK 
	               
                         
                         
         7065 Mershon Street 
	               
                         
                         
         Mission, BC V2V-2Y6 


ENERTOPIA CORP. 

	Per:          ______________________________________________
	               
         Authorized Signatory 
	 
	                 
    _____________________________________________
	                 
    [    ]






- 6 – 

EXHIBIT A 

TERMS OF THE OPTION 

	Name of the Optionee: 	RICAHRD CHADWICK 
	 	 
	Date of Grant: 	March 11, 2014 
	 	 
	Designation: 	Qualified Stock Options 
	 	 
	1. 	Number of Options granted: 	100,000 stock options 
	 	 	 
	2. 	Purchase Price: 	$0.68 per share 
	 	 	 
	3. 	Vesting Date: 	50,000 options on March 11, 2014; 
	  	  	50,000 options on September 11, 2014 
	 	 	 
	4. 	Expiration Date: 	March 11, 2019 






- 7 – 

EXHIBIT B 

To: 

Enertopia Corp. 
Suite 950
1130 West Pender 
Vancouver, BC V6E 4A4 
Attention: President 

Notice of Election to Exercise 

This Notice of Election to Exercise shall constitute proper
notice pursuant to Section 5.1(h) of Enertopia Corp.’s (the “Company”) 2011
Stock Option Plan (the “Plan”) and Section 8 of that certain Stock Option
Agreement (the “Agreement”) dated as of the _______day of __________________,
20___, between the Company and the undersigned. 

The undersigned hereby elects to exercise Optionee’s option to
purchase __________________shares of the common stock of the Company at a price
of US$0.68 per share, for aggregate consideration of US$__________, on the terms
and conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 8 of the Agreement, accompanies
this notice. 

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows: 

	
      Registration Information: 

       
	 	Delivery Instructions: 
	Name to appear on
      certificates 	 	
      Name 

       

	Address 	 	
      Address 

       

	  	 	
      

      Telephone Number 

	  	 	






- 8 – 

DATED at ____________________________________, the _______day
of ________________________, 20___. 

_______________________________
(Name of Optionee – Please
type or print)

 _______________________________
(Signature and, if
applicable, Office)

_______________________________
 (Address of
Optionee)

_______________________________
 (City, State, and Zip
Code of Optionee) 




STOCK OPTION AGREEMENT 

ENERTOPIA CORP. 

THIS AGREEMENT is entered into as of the 11th day of
March 11, 2014 (the “Date of Grant”) 

BETWEEN: 

	  	ENERTOPIA CORP., a company incorporated
      pursuant to the 
	  	laws of the State of Nevada, of Suite 950 1130
      West Pender, 
	  	Vancouver, BC V6E 4A4 
	  	  
	  	(the “Company”) 
	  	  
	AND: 	CLAYTON NEWBURY 
	  	31095 Kingfisher Drive 
	  	Abbottsford, BC V2T-5K4 
	  	  
	  	  
	  	(the “Optionee”) 


WHEREAS: 

A.           The
Board of Directors of the Company (the “Board”) has approved and adopted the
2011 Stock Option Plan (the “Plan”), pursuant to which the Board is authorized
to grant to employees and other selected persons stock options to purchase
common shares of the Company (the “Common Stock”); 

B.           The
Plan provides for the granting of stock options that either (i) are intended to
qualify as “Incentive Stock Options” within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), or (ii) do not qualify
under Section 422 of the Code (“Non-Qualified Stock Options”); and 

C.          
The Board has authorized the grant to the Optionee of options to purchase a
total of 100,000 shares of Common Stock (the “Options”), which Options
are intended to be (select one): 

	 	[    ] 	Incentive Stock Options; 
	 	 	 
	 	[ X ] 	Qualified Stock Options 


NOW THEREFORE, the Company agrees to offer to the Optionee the
option to purchase, upon the terms and conditions set forth herein and in the
Plan, 100,000 shares of Common Stock. Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Plan. 

ITEM
1           Exercise price.
The exercise price of the options shall be us $0.68 per share. 




- 2 – 

ITEM
2           Limitation on the
number of shares. If the options granted hereby are incentive stock options, the
number of shares which may be acquired upon exercise thereof is subject to the
limitations set forth in section 5.1 of the plan. 

ITEM
3           Vesting
schedule. The options shall vest in accordance with exhibit a. 

ITEM
4           Options not
transferable. The options may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other than
by will, by applicable laws of descent and distribution or, in the case of a
non-qualified stock option, pursuant to a qualified domestic relations order,
and shall not be subject to execution, attachment or similar process;
provided, however, that if the options represent a non-qualified stock
option, such option is transferable without payment of consideration to
immediate family members of the optionee or to trusts or partnerships
established exclusively for the benefit of the optionee and optionee’s immediate
family members. Upon any attempt to transfer, pledge, hypothecate or otherwise
dispose of any option or of any right or privilege conferred by the plan
contrary to the provisions thereof, or upon the sale, levy or attachment or
similar process upon the rights and privileges conferred by the plan, such
option shall thereupon terminate and become null and void. 

ITEM
5           Investment
intent. By accepting the options, the optionee represents and agrees that none
of the shares of common stock purchased upon exercise of the options will be
distributed in violation of applicable federal and state laws and regulations.
In addition, the company may require, as a condition of exercising the options,
that the optionee execute an undertaking, in such a form as the company shall
reasonably specify, that the stock is being purchased only for investment and
without any then-present intention to sell or distribute such shares. 

ITEM
6           Termination
of employment and options. Vested options shall terminate, to the extent not
previously exercised, upon the occurrence of the first of the following events:


	 	(A) 	
      Expiration. Five (5) years from the date of
  grant.

	 	 	 
	 	(B) 	
      Termination for cause. The date of the first discovery by
      the company of any reason for the termination of an optionee’s employment
      or contractual relationship with the company or any related company for
      cause (as determined in the sole discretion of the plan administrator),
      and, if an optionee’s employment is suspended pending any investigation by
      the company as to whether the optionee’s employment should be terminated
      for cause, the optionee’s rights under this agreement and the plan shall
      likewise be suspended during the period of any such
  investigation.

	 	 	 
	 	(C) 	
      Termination due to death or disability. The expiration of
      one (1) year from the date of the death of the optionee or cessation of an
      optionee’s employment or contractual relationship by reason of disability
      (as defined in section 5.1(g) of the plan). If an optionee’s employment or
      contractual relationship is terminated by death, any option held by the
      optionee shall be exercisable only by the person
or persons to whom such optionee’s rights under such option
      shall pass by the optionee’s will or by the laws of descent and
      distribution.







- 3 – 

	 	(D) 	
      Termination for any other reason. The expiration of
      ninety (90) days from the date of an optionee’s termination of employment
      or contractual relationship with the company or any related corporation
      for any reason whatsoever other than termination of service as a director,
      cause, death or disability (as defined in section 5.1(g) of the
    plan).



Each unvested Option granted pursuant hereto shall terminate
immediately upon termination of the Optionee’s employment or contractual
relationship with the Company for any reason whatsoever, including Disability
unless vesting is accelerated in accordance with Section 5.1(f) of the Plan.


ITEM
7           Stock. In
the case of any stock split, stock dividend or like change in the nature of
shares of stock covered by this agreement, the number of shares and exercise
price shall be proportionately adjusted as set forth in section 5.1(m) of the
plan. 

ITEM
8           Exercise of
option. Options shall be exercisable, in full or in part, at any time after
vesting, until termination; provided, however, that any optionee who is
subject to the reporting and liability provisions of section 16 of the
securities exchange act of 1934 with respect to the common stock shall be
precluded from selling or transferring any common stock or other security
underlying an option during the six (6) months immediately following the grant
of that option. If less than all of the shares included in the vested portion of
any option are purchased, the remainder may be purchased at any subsequent time
prior to the expiration of the option term. No portion of any option for less
than fifty (50) shares (as adjusted pursuant to section 5.1(m) of the plan) may
be exercised; provided, that if the vested portion of any option is less than
fifty (50) shares, it may be exercised with respect to all shares for which it
is vested. Only whole shares may be issued pursuant to an option, and to the
extent that an option covers less than one (1) share, it is unexercisable. 

Each exercise of the Option shall be by means of delivery of a
notice of election to exercise (which may be in the form attached hereto as
Exhibit B) to the President of the Company at its principal executive
office, specifying the number of shares of Common Stock to be purchased and
accompanied by payment in cash by certified check or cashier’s check in the
amount of the full exercise price for the Common Stock to be purchased. In
addition to payment in cash by certified check or cashier’s check, an Optionee
or transferee of an Option may pay for all or any portion of the aggregate
exercise price by complying with one or more of the following alternatives: 

	 	(A) 	
      By delivering to the company shares of common stock
      previously held by such person, duly endorsed for transfer to the company,
      or by the company withholding shares of common stock otherwise deliverable
      pursuant to exercise of the option, which shares of common stock received
      or withheld shall have a fair market value at the date of exercise (as
      determined by the plan administrator) equal to the aggregate purchase
      price to be paid by the optionee upon such exercise;
or







- 4 – 

	 	(B) 	
      By complying with any other payment mechanism approved by
      the plan administrator at the time of exercise.



It is a condition precedent to the issuance of shares of Common
Stock that the Optionee execute and/or deliver to the Company all documents and
withholding taxes required in accordance with Section 5.1 of the Plan. 

ITEM
9           Holding period
for incentive stock options. In order to obtain the tax treatment provided
for incentive stock options by section 422 of the code, the shares of common
stock received upon exercising any incentive stock options received pursuant to
this agreement must be sold, if at all, after a date which is later of two (2)
years from the date of this agreement is entered into or one (1) year from the
date upon which the options are exercised. The optionee agrees to report sales
of shares prior to the above determined date to the company within one (1)
business day after such sale is concluded. The optionee also agrees to pay to
the company, within five (5) business days after such sale is concluded, the
amount necessary for the company to satisfy its withholding requirement required
by the code in the manner specified in section 5.1(l) of the plan. Nothing in
this section 9 is intended as a representation that common stock may be sold
without registration under state and federal securities laws or an exemption
therefrom or that such registration or exemption will be available at any
specified time. 

ITEM
10           Resale
restrictions may apply. Any resale of the shares of common stock received
upon exercising any options will be subject to resale restrictions contained in
the securities legislation applicable to the optionee. The optionee acknowledges
and agrees that the optionee is solely responsible (and the company is not in
any way responsible) for compliance with applicable resale restrictions. 

ITEM
11           Subject
to 2011 stock option plan. The terms of the options are subject to the
provisions of the plan, as the same may from time to time be amended, and any
inconsistencies between this agreement and the plan, as the same may be from
time to time amended, shall be governed by the provisions of the plan, a copy of
which has been delivered to the optionee, and which is available for inspection
at the principal offices of the company. 

ITEM
12           Professional
advice. The acceptance of the options and the sale of common stock issued
pursuant to the exercise of options may have consequences under federal and
state tax and securities laws which may vary depending upon the individual
circumstances of the optionee. Accordingly, the optionee acknowledges that he or
she has been advised to consult his or her personal legal and tax advisor in
connection with this agreement and his or her dealings with respect to options.
Without limiting other matters to be considered with the assistance of the
optionee’s professional advisors, the optionee should consider: (a) whether upon
the exercise of options, the optionee will file an election with the internal
revenue service pursuant to section 83(b) of the code and the implications of
alternative minimum tax pursuant to the code; (b) the merits and risks of an
investment in the underlying shares of common stock; and (c) any resale
restrictions that might apply under applicable securities laws. 

ITEM
13           No employment
relationship. Whether or not any options are to be granted under this plan
shall be exclusively within the discretion of the plan administrator, and
nothing contained in this plan shall be construed as giving any person any right
to participate under this plan. The grant of an option shall in no way constitute any
form of agreement or understanding binding on the company or any related
company, express or implied, that the company or any related company will employ
or contract with an optionee, for any length of time, nor shall it interfere in
any way with the company’s or, where applicable, a related company’s right to
terminate optionee’s employment at any time, which right is hereby reserved. 




- 5 – 

ITEM
14           Entire
agreement. This agreement is the only agreement between the optionee and the
company with respect to the options, and this agreement and the plan supersede
all prior and contemporaneous oral and written statements and representations
and contain the entire agreement between the parties with respect to the
options. 

ITEM
15          Notices.
Any notice required or permitted to be made or given hereunder shall be
mailed or delivered personally to the addresses set forth below, or as changed
from time to time by written notice to the other: 

	The Company: 
	  
	                                                          
      Enertopia Corp. 
	               
                         
                         
         Suite 950 1130 West Pender Street 
	               
                         
                         
         Vancouver, BC V6E 4A4 
	               
                         
                         
         Attention: President 
	  
	With a copy to: 
	  
	               
                         
                         
         W.L. Macdonald Law Corporation 
	               
                         
                         
         400 – 570 Granville Street 
	               
                         
                         
         Vancouver, British Columbia V6C 3P1 
	               
                         
                         
         Attention: William Macdonald 
	  
	The Optionee: 
	  
	               
                         
                         
         CLAYTON NEWBURY 
	               
                         
                         
         31095 Kingfisher Drive 
	               
                         
                         
         Abbottsford, BC V2T-5K4 


ENERTOPIA CORP. 

Per:
___________________________
       
Authorized Signatory 

      
___________________________
      
[   ]





- 6 – 

EXHIBIT A 

TERMS OF THE OPTION 

	Name of the Optionee: 	Clayton Newbury 
	 	 
	Date of Grant: 	March 11, 2014 
	 	 
	Designation: 	Qualified Stock Options 
	 	 
	1. 	Number of Options granted: 	100,000 stock options 
	 	 	 
	2. 	Purchase Price: 	$0.68 per share 
	 	 	 
	3. 	Vesting Date: 	50,000 options on March 11, 2014; 
	  	  	50,000 options on September 11, 2014 
	 	 	 
	4. 	Expiration Date: 	March 11, 2019 






- 7 – 

EXHIBIT B 

To: 

Enertopia Corp. 
Suite 950 1130 West Pender

Vancouver, BC V6E 4A4 
Attention: President 


Notice of Election to Exercise 

This Notice of Election to Exercise shall constitute proper
notice pursuant to Section 5.1(h) of Enertopia Corp.’s (the “Company”) 2011
Stock Option Plan (the “Plan”) and Section 8 of that certain Stock Option
Agreement (the “Agreement”) dated as of the 
_______day of
__________________, 20___, between the Company and the undersigned. 

The undersigned hereby elects to exercise Optionee’s option to
purchase __________________shares of the common stock of the Company at a price
of US$0.68 per share, for aggregate consideration of US$__________, on the terms
and conditions set forth in the Agreement and the Plan. Such aggregate
consideration, in the form specified in Section 8 of the Agreement, accompanies
this notice. 

The Optionee hereby directs the Company to issue, register and
deliver the certificates representing the shares as follows: 

	
      Registration Information: 

       
	 	Delivery Instructions: 
	Name
      to appear on certificates 	 	
      Name 

       

	Address 	 	
      Address 

       

	 	 	
       

       

	  	 	Telephone Number

	 	 	 






- 8 – 

DATED at ____________________________________, the _______day
of ________________________, 20___. 

	 	
      ___________________________________________________________________________________________________

      (Name
      of Optionee – Please type or print) 

       

	 	
      (Signature and, if applicable, Office) 

       

	 	
      (Address of Optionee) 

       

	 	
      (City, State, and Zip Code of Optionee)