Enertopia Corporation: Exhibit 10.2 - Filed by newsfilecorp.com











Exhibit 10.2



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; limited history of the new Canadian medical marihuana purposes regulations; 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 the industries and
areas in which the Issuer operates; inability to secure required financing; 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 45-106F3




 



 



January *, 2014



 












Form 45-106F3 – Offering Memorandum for Qualifying Issuers


	 Date: 	
      January 16, 2014. 

	  	
       

	 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: 	
      604-602-1675 

	   
             E-mail address: 	
      mcallister@enertopia.com 

	   
             Fax Number: 	
      604-685-1602 

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

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

	 The
      Offering: 	
       

	           Securities
      Offered: 	
      Up to 10,000,000 units (the "Units"), each Unit to
      consist of one common share of the Issuer (each, a “Share”) and one half
      (1/2) of one non-transferable Share purchase warrant (each whole warrant,
      a “Warrant”). Each Warrant will be exercisable into one further Share (a
      “Warrant Share”) at a price of US$0.15 per Warrant Share for a period of
      twenty- four (24) months following closing. See Item 5. 

	   
             Price per Security: 	
      US$0.10 per Unit 

	           Maximum
      Offering: 	
      The offering of Units is subject to a maximum overall
      subscription of 10,000,000 Units for gross proceeds of US$1,000,000 (the
      “Maximum Subscription”). There is no minimum. You may be the
      only purchaser. 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 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, at Suite 950 - 1130
      West Pender Street, Vancouver BC V6E 4A4. 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. 







2

	   
             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.

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 month period:



			Assuming
      Completion of the Maximum 
Subscription(1)
    
	A 	Amount to be raised by this offering 	$1,000,000 
	B 	Selling commissions and fees 	$80,000 
	C 	Estimated
      offering costs (e.g., legal, accounting, audit) 	$30,000 
	D 	Available funds: D = A – (B + C) 	$890,000 
	E 	Additional sources of funding required 	$0 
	F 	Working capital
      deficiency (As at December 31, 2013) 	($398,161)

	G 	Total: G = (D + E) – F 	$491,839 



(1) There is no minimum subscription in the Offering.




Use of Available Funds 

The Issuer anticipates that up to $890,000 will be available to
it upon completion of the Maximum Subscription. No funds will be applied towards
the Issuer’s working capital deficiency. The principal purposes for which these
funds will be used over the next twelve months are as follows: 


	Description 	Assuming
      Completion of the Maximum Subscription(1)
  
	
    Payments under Joint Venture
      Agreement dated January 16, 2014 and pursuit of similar opportunities in
      legal Marijuana 
	$575,000 
	
    General and Administrative Expenses 
	$315,000 
	
    Total: 
	$890,000
    



(1) There is no minimum amount for the Offering.

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 the Canadian medical marihuana sector
and clean technology sectors. 

Reference is made to Item 1. (Business) in the Issuer’s Form
10-Q (Quarterly Information Form), filed on SEDAR on January 14, 2014, for
disclosure relating to the Issuer’s business history and current business.


Canadian medical marihuana division 

On January 16, 2014, the Issuer entered into a joint venture
agreement (the "Joint Venture Agreement") with World of Marihuana Productions
Ltd. ("WOM") pursuant to which the Issuer may acquire up to a 51% interest in
the medical marihuana business of WOM (the "Business"). WOM is currently in the
process of applying to Health Canada to become a "Licensed Producer" pursuant to
Canada's new Medical Marihuana Purposes Regulations ("MMPR"). The new MMPR
regime is expected to streamline
the process for patients and health care practitioners, enabling patients to purchase quality-controlled medical marihuana directly from a Licensed Producer approved by Health Canada. 









Specifically, the terms of the Joint Venture Agreement provide that in order to earn its 51% interest, the Issuer is required to make aggregate cash payments of CDN$1,375,000 and issue an aggregate of 20,000,000 shares of its common stock all
over a four year period WOM. To date, the Issuer has issued 10,000,000 shares to WOM, which are subject to applicable hold periods under Canadian and United States securities laws. In the event WOM has not been designated as a Licensed Producer by
Health Canada by January 16, 2015, WOM will be entitled to retain the cash payments paid to it under the Joint Venture Agreement to that point but will be required to return all but 5,000,000 shares to the Issuer.


Reference is made to the Issuer's News Release dated January 16, 2014, Material Change Report dated 16, 2014 for further information regarding the Joint Venture Agreement.


Oil & Gas Division


On September 17, 2013 the Issuer signed an AMI for the option to drill up to 100 light oil wells in Venango and Warren Co, PA. 


Terms of the AMI: 


Issued to Downhole Energy LLC the 100,000 common shares in the capital stock of the Issuer as soon as practicable following the execution of the Agreement (PAID),


Drilling up to 10 wells in year one and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the first anniversary of this Agreement,


Drilling up to 20 wells in year two and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the second anniversary of this Agreement,


Drilling up to 30 wells in year three and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the third anniversary of this Agreement, and 


Drilling up to 40 wells in year four and issuing 10,000 common shares per producing well after 60 days of commercial production on or before the fourth anniversary of this Agreement. 


Oil Field History 


The oil field was first developed for commercial production by Quaker State Oil in the 1970’s.  Well spacing was conducted on 600 foot spacing with the Red Valley and 2nd Sands formations being the main formations that were targeted
and exploited. Formation depth was from 680’ to 980’ in depth. Recent work by the vendor has resulted in the successful exploitation for the deeper 3rd and 4th sands to depths of 1,300’ 











Proven and Probable Oil Reserves


None attributable to the Company today 


Current Oil Production


42 currently producing oil wells on the leases under the AMI but excluded from the AMI agreement. 


Oil Development Proposal 


Downhole Energy LLC. hereby grants to the Issuer the Participation right to acquire up to an undivided 100% gross, 75% net revenue interest to Downhole Energy, LLC right, title and interest in and to the 100 wells the Issuer funds, free and clear of
all charges, encumbrances, claims, liabilities and adverse interests of any nature or kind. 


Reference is made to Item 1. (Business) in the Issuer’s Form 10-Q (Quarterly Information Form), filed on SEDAR on January 14, 2014, for disclosure relating to the AMI property agreement for the Downhole Energy LLC agreement. 


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, as of November 30, 2013, held an 8.14% interest in Global Solar Water Power Systems Inc., (“GSWPS”) a private company beneficially owned by Mark Snyder, our company’s former Chief Technical Officer and now our clean
energy advisor.  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.



Note: On December 2, 2013 the Issuer sold its equity interest in Pro Eco Energy Ltd. as per disclosure on both EDGAR and SEDAR, and is listed in the Description of Document table below. 


Reference is made to Item 1. (Business) in the Issuer’s Form 10-Q (Quarterly Information Form), filed on SEDAR on January 14, 2014, 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 at
Suite 950, 1130 West Pender St, Vancouver, BC V6E-4A4 or from our Solicitors
Macdonald Tuskey, Corporate and Securities Lawyers at 4th Floor - 570 Granville
Street, Vancouver BC V6C 3P1

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 
	
    Material Change Report announcing entry into Joint Venture
      Agreement 
	January 16, 2014 
	
    News Release of the Issuer, announcing entry into Joint
      Venture Agreement 
	January 16, 2014 
	
    Quarterly Financial
      Statements ( Form 10-Q) ( includes November 30, 2013 Financial Statements
      and MD&A) 
	January 13, 2014
    
	
    Material Change Report announcing Corporate Development
      Consultant 
	January 13, 2014 
	
    News Release of the issuer, announcing terms of Offering
    
	January 10, 2014 
	
    Press Release of the Issuer announcing Social Media &
      Marketing Program 
	January 2, 2014 
	
    Material Change Report announcing Second Tranche Closing
    
	December 23, 2013 
	
    Press Release of the Issuer, Corporate update and MMJ
      Summary 
	December 18, 2013 
	
    Press Release of the Issuer, MMJ update 
	December 11, 2013 
	
    Annual Financial Statements
      (Form 10-K) (includes August 31, 2013 Financial Statements and MD&A)
    
	December 6, 2013
    
	
    Material Change Report announcing sale
      of Pro Eco Energy 
	December 2, 2013 
	
    Material Change Report of the Issuer,
      announcing First Tranche Closing 
	November 26, 2013 
	
    Material Change Report announcing IR
      Coal Harbor Communications 
	November 18, 2012 
	
    News Release of the Issuer, announcing
      terms of the Offering 
	November 12, 2013 
	
    Press Release relating to Medical
      Marijuana Update 
	November 7, 2013 
	
    Material Change Report for Medical
      Marijuana intent of Acquisition 
	November 4, 2013 
	
    Material Change Report announcing the
      signing of Olibri Consulting for acquisitions 
	October 4, 2013 
	
    Material Change Report relating to the
      dissemination of news regarding proposed financing for $1,070,000 for oil
      field development 
	September 24, 2013
  
	Material Change Report relating to AMI Participation
      Agreement 	September 19, 2013
  








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 as at January 14, 2014.



	Name and Address of Beneficial Owner 	Position with the
      
Issuer 	Amount and
      Nature of 
Beneficial Ownership 	Percentage of Class
  
	Robert McAllister
      
Kelowna, British Columbia, Canada 	President, CEO
      and Director 	4,295,000(1) 	6.47% 
	Bal Bhullar 
Vancouver,
      British Columbia, Canada 	Chief Financial
      Officer 	751,000(2) 	1.13% 
	Donald Findlay 
Calgary,
      Alberta, Canada 	Director 	3,652,000(3) 	5.50% 
	Greg Dawson 
Vancouver,
      British Columbia, Canada 	Director 	500,000(4) 	0.75% 
	John Thomas 
Vancouver,
      British Columbia, Canada 	Director 	900,000(5) 	1.36% 
	0984329 B.C. LTD 	10% Shareholder
    	15,000,000(6) 	22.61%
  



Notes: 
(1) Consists of beneficial ownership of
an aggregate of 4,295,000 shares of common stock of the Issuer broken down as
follows: (i) 3,210,000 shares of common stock held directly by Mr. McAllister,
and (ii) 280,000 shares of common stock acquirable on exercise of outstanding
warrants, and (iii) 805,000 shares of common stock acquirable on exercise of
outstanding stock options within 60 days of the date hereof. 

(2) Consists of beneficial ownership of an aggregate
of 751,000 shares of common stock of the Issuer broken down as follows: (i)
1,000 shares of common stock held directly by Ms. Bhullar, and (ii) 750,000
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 3,652,000 shares of common stock of the Issuer broken down as follows: (i)
1,702,000 shares of common stock held directly by Mr. Findlay, and (ii)
1,700,000 shares of common stock acquirable on exercise of outstanding warrants,
(iii) 250,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days hereof. 

(4) Consists of beneficial ownership of an aggregate
of 500,000 shares of common stock of the Issuer broken down as follows: (i)
100,000 shares of common stock held directly by Mr. Dawson, and (ii) 100,000
shares of common stock acquirable on exercise of outstanding warrants, (iii)
300,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days hereof. 

(5) Consists of beneficial ownership of an aggregate
of 900,000 shares of common stock of the Issuer broken down as follows: (i)
300,000 shares of common stock held directly by Mr. Thomas, and (ii) 300,000
shares of common stock acquirable on exercise of outstanding warrants, (iii)
300,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days hereof. 

(6) Consists of beneficial ownership of an aggregate
of 15,000,000 shares of common stock of the Issuer. 




You can obtain further information about directors and
executive officers from the Issuer’s Form 10-K (Annual Information Form) filed
on SEDAR on December 6, 2013. 

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 
January 16, 2014 	Number
      outstanding 
after completion of 
Maximum Subscription 
	Common Shares 	200,000,000 	N/A(1) 	51,862,415 	61,862,415
  
	Offering Warrants(2) 	5,400,000 	US$0.15 	5,400,000 	5,400,000

	Warrants(3) 	10,880,600 	US$0.10 - $0.20
    	10,880,600 	10,880,600
  
	Options(4) 	3,605,000 	US$0.06 –
      US$0.25 	3,605,000 	3,605,000

	TOTAL 			66,348,015 	81,748,015
  



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 $0.15 per common share for a period of 24
      months from the date of issuance.

	 	 
	(3)  	
      Represents an aggregate of 5,429,800 warrants
      exercisable at the price of US $0.20 until April 16, 2014, July 27, 2015,
      August 24, 2015, September 28, 2015, November 15, 2015 and exercisable at
      a price of US $0.10 until November 16, 2016 and December 23,
    2016.

	
 	
 
	

(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 10,000,000 units (the "Units"), each Unit to consist of one common share (each, a “Share”) of the Issuer and one half (1/2) of one non-transferable Share
purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one further Share (a “Warrant Share”) at a price of US$0.15 per Warrant Share for a period of twenty four (24) months following
closing.


The Warrants are subject to an early acceleration provision pursuant to which, in the event that the Company’s common shares at any time after 4 months and 1 day have elapsed from the closing of the Offering, as listed on a Principal Canadian
Market – currently the Canadian Securities Exchange with symbol TOP, has been at or above CDN$0.30 for a period of 20 consecutive trading days, the Company may, within five (5) days thereafter issue to the Subscribers a written notice
advising of the accelerated expiry of the Warrants.  Such written notice shall identify in reasonable detail the particulars of the acceleration event and identify the date (the "Warrant Accelerated Expiry Date") set for accelerated expiry, which in
no event shall be less than 30 days after the mailing date of the written notice.  For greater certainty, all Warrants shall expire and be of no further force or effect as of 4:30 pm (Pacific Time) on the Warrant Accelerated Expiry Date. 


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 January 31, 2014, 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 this Offering on or before Janaury 31, 2014. 


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 and in accordance with application securities laws. Such finder's fee will be equal to 8% 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 8% of the aggregate Units sold by the applicable Finder. Each broker’s Warrant will be
exercisable into one further Share (a “Warrant Share”) at a price of US$0.15 per Warrant Share for a period of twenty four (24) months following closing of the Offering.


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-Q (Quarterly Information Form), filed on SEDAR on January 14, 2014, 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.

	



Additional risk factors relating to the Joint Venture Agreement include the following: 

	
1. 		
The medical marihuana business of WOM and the new Canadian Medical Marihuana Purposes Regulations, or MMPR, are part of a new and emerging industry with accompanying risks and uncertainties. Among other things there can be no
assurance that WOM will ever obtain designation as a Licensed Producer under MMPR in which case the Issuer will not continue with the Joint Venture Agreement. Similarly, the Issuer may fail to obtain the necessary financing to meet its funding
obligations pursuant to the Joint Venture Agreement. There may also be changes to the MMPR framework as a result of legislative initiative or judicial rulings which could have an adverse impact on the Issuer.

	



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 Securities 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 of 1933, as amended.


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 as defined in Regulation S 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 *th day of January, 2014. 

This Offering Memorandum does not contain a
misrepresentation. 

ENERTOPIA CORP. 

	________________________	___________________________
	Robert McAllister 	Bal Bhullar 
	President, CEO 	Chief Financial Officer 


ON BEHALF OF THE BOARD OF DIRECTORS 

	__________________________
	Donald Findlay 
	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, 1130 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