Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com





Enertopia Corporation 
950-1130 West Pender
Street
British Columbia, Canada V6E 4A4

CONFIDENTIAL

February 7, 2014

Green Canvas Ltd. 
2923 Dewdney Ave 
Regina, SK
S4T
0Y1

Attention: Mr. Tim Selenski President 

Dear: Tim

	Re: 	 Letter of Intent 
	  	  	  
	
      This Letter of Intent ("LOI") shall set forth the
      basic terms of the recent discussions between Enertopia Corporation
      ("Enertopia") and Green Canvas Ltd. ("GCL") (collectively,
      the "Parties") with regard to the acquisition (the
      "Acquisition") by Enertopia of up a 75% interest in the business of
      GCL (the "Business"), being the business of legally producing,
      manufacturing, propagating, importing/exporting, testing, researching and
      developing, and selling marihuana for medical purposes. 

	  	  	  
	1.   	
      Acquisition Structure. In accordance
      with the terms of a formal and definitive Agreement to be entered into
      between Enertopia and GCL (the "Definitive Agreement"), Enertopia
      shall be entitled to acquire up to 75% ownership interest in the Business
      (an "Ownership Interest") as follows: 

	  	  	  
		(a) 	
      Upon the execution of this LOI, Enertopia shall pay to
      GCL the sum of $100,000 which shall be non-refundable. 

	  	  	  
		(b) 	
      Immediately following entry into the Definitive Agreement
      with GCL, Enertopia shall issue to GCL an aggregate of 10,000,000 common
      shares of Enertopia ("Definitive Agreement Shares") and
      shall in turn be granted and vested with a 49% Ownership Interest. At such
      time the Parties will be deemed to have formed a joint venture for the
      operation and further development of the Business (the "Joint
      Venture"). A total of 5,000,000 of the Definitive Agreement Shares
      shall be held in escrow (the "Escrow Shares") by Enertopia's
      solicitors until such date as the License (as hereinafter defined) has
      been obtained by GCL (the "Effective Date"). Upon occurrence of the
      Effective Date, the Escrow Shares will be released from escrow. In the
      event the Effective Date does not occur within 12 months of the date of
      the Definitive Agreement (the "Execution Date"), the
      Definitive Agreement Shares shall be cancelled and returned to treasury.
      

	  	  	
       

		(c) 	
      Over a period of 60 days immediately following the
      Execution Date, Enertopia shall pay the sum of $500,000 to GCL in
      accordance with a payment schedule to be set forth in the Definitive
      Agreement which funds shall be used by GCL to upgrade the Business as may be necessary pursuant to the Canadian Medical Marihuana
      Purposes Regulations ("MMPR") requirements or as may otherwise be
      required to advance the Business.
      








		
      (d) 
	
      On or before the first anniversary of the Execution Date,
      Enertopia shall pay the sum of $250,000 to GCL and issue 3,000,000 common
      shares of Enertopia to GCL, in return for which Enertopia will be granted
      and vested with an additional 2% Ownership Interest for a total Ownership
      Interest of 51% at such time. 

	 	 	
       

		
      (e) 
	
      On or before the second anniversary of the Execution
      Date, pay the sum of $150,000 to GCL and issue 3,000,000 common shares of
      Enertopia to GCL, in return for which Enertopia will be granted and vested
      with an additional 9% Ownership Interest for a total Ownership Interest of
      60% at such time. 

	 	 	
       

		
      (f) 
	
      Upon earning a 60% Ownership Interest on or before the
      second anniversary of the Execution Date, Enertopia shall have the option
      to acquire an additional 15% Ownership Interest through the issuance of an
      additional 3,000,000 common shares of Enertopia to GCL in accordance with
      a schedule to be set forth in the Definitive Agreement. 

	 	 	 
	2.   	
      Warranties.

	 	 	 
		a. 	
      GCL warrants that it is a company duly incorporated and
      in good standing under the laws of the Province of Saskatchewan.

	 	 	 
		b. 	
      GCL warrants that the Business possesses all requisite
      eligibility attributed and components to make an application to Health
      Canada to obtain a license to designate GCL as a "Licensed Producer" under
      MMPR (the "License").

	 	 	 
	3.   	
      Definitive Agreement. Acceptance of this LOI shall
      be followed by the negotiation and acceptance of the Definitive Agreement
      which shall incorporate the terms and conditions of this LOI and such
      other terms, conditions, representations and warranties as are customary
      for transactions of this nature or as may be reasonably requested by the
      Parties including provisions relating to the transfer, sale or other
      disposition of an ownership interest by a Party and governance and
      operation of the Joint Venture. This LOI does not set forth all of the
      matters upon which agreement must be reached in order for the proposed
      transaction to be consummated.

	 	 	 
	4.   	
      Management Agreements. The Definitive Agreement
      will provide for the implementation of management agreements for certain
      employees or consultants of GCL pursuant to which such individuals will
      receive compensation of $5,000 per month for a period of three years (the
      "Management Compensation"). The Management Compensation shall be
      payable out of the net profits of the Business provided however that any
      shortfall due to insufficient net profits shall be covered by
      Enertopia.

	 	 	 
	5.   	
      Binding Nature. Except for Sections 7, 8, 9 and
      10, which are intended to create binding obligations, it is understood
      that no legal obligation or liability will be created by this LOI and that
      the legal obligations and the liabilities of the Parties will arise only
      upon the duly authorized execution and delivery of the Agreement and the
      approval of the board of directors of each of the Parties. In the event
      that either Party is not satisfied with its due diligence investigations
      of the other Party, it may terminate this LOI upon written notice to the
      other Party and, in such event, neither Party shall have any further
      liability to the other Party, save for obligations set forth in Section 7
      and 9.








	6.   	
      Conditions Precedent. Execution of the Agreement
      shall be conditional upon:

	 	 	 
		a. 	
      Due Diligence. Completion of a satisfactory due
      diligence review by each of Enertopia and GCL which due diligence review
      shall be completed or this condition waived on or before execution of the
      Agreement; and

	 	 	 
		b. 	
      Board Approval. Approval by the board of directors
      of Enertopia prior to execution of the Agreement.

	 	 	 
	7.   	
      Expenses. Each Party shall be responsible for such
      Party's own costs and charges incurred with respect to the transactions
      contemplated herein including, without limitation, all costs and charges
      incurred prior to the date of this LOI and all legal and accounting fees
      and disbursements relating to preparing the Agreement or otherwise
      relating to the Acquisition.

	 	 	 
	8.   	
      Access to Information. Upon acceptance of this LOI
      and until the earlier of completion of the Transaction or the Termination
      Date, each of Enertopia and GCL will allow the other and their authorized
      representatives, including legal counsel and consultants, full, free and
      unfettered access to all information, books or records of such party
      including, but not limited to, all existing data regarding the Business in
      the possession of GCL, for the purpose of the transactions contemplated
      herein. Each of Enertopia and GCL agree 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 other,
      all as further set out in Section 9 hereof, provided however, that GCL
      acknowledges that Enertopia has certain disclosure obligations pursuant to
      securities regulatory requirements and the policies of the Canadian
      Securities Exchange.

	 	 	 
	9.   	
      Confidentiality.

	 	 	 
		a. 	
      Each of Enertopia and GCL acknowledge that each will be
      providing to the other information that is non-public, confidential, and
      proprietary in nature (the "Confidential Information"). Each of
      Enertopia and GCL (and their respective affiliates, representative, agents
      and employees) will keep the Confidential Information confidential and
      will not, except as otherwise provided below, disclose such information or
      use such information for any purpose other than for negotiation of the
      Definitive Agreement and the evaluation and consummation of the
      Acquisition provided however that this provision shall not apply to
      information that: (i) becomes generally available to the public absent any
      breach of this provision; (ii) was available on a non-confidential basis
      to a Party prior to its disclosure pursuant to this LOI; or (iii) becomes
      available on a non-confidential basis from a third party who is not bound
      to keep such information confidential.

	 	 	 
		b. 	
      Each Party hereto agrees that it will not make any public
      disclosure of the existence of this LOI or of any of its terms without
      first advising the other party of the proposed disclosure, unless such
      disclosure is required by applicable law or regulation, and in any event
      the Party contemplating disclosure will inform the other Party of and
      obtain its consent to the form and content of such disclosure, which
      consent shall not be unreasonably withheld or delayed.

	 	 	 
		c. 	
      Each Party hereto agrees that immediately upon any
      discontinuance of activities by either party such that the Transaction
      will not be consummated, each Party will return to the other all
      Confidential Information.








	10.   	
      Conduct of Business. During the period during
      which this LOI remains in effect, GCL will conduct its business in a
      reasonable and prudent manner in accordance with past practices, preserve
      its existing business organization and relationships, preserve and protect
      its properties and conduct its business in compliance with all applicable
      laws and regulations.

	 	 
	11.   	
      Termination. In the event that this LOI is not
      superseded by the Agreement on or before February 21, 2014, or such other
      date the Parties may agree to, the terms of this LOI will be of no further
      force or effect except for Section 7 and 9.

	 	 
	12.   	
      Governing Law. This LOI shall be construed in all
      respects under and be subject to the laws of the Province of British
      Columbia and the laws of Canada applicable therein which are applicable to
      agreements entered into and performed within the Province of British
      Columbia.

	 	 
	13.   	
      Execution. This LOI may be executed in one or more
      counterparts and a facsimile or PDF counterpart of this LOI bearing the
      signature of a Party hereto shall be effective for all purposes and
      binding on each Party hereto.



If this LOI is acceptable, please communicate your acceptance
by signing below and returning such executed copy to Enertopia. Upon receipt of
a signed copy, Enertopia will cause to be paid to GLC, in such manner as you may
direct, the sum of $100,000. 

Yours very truly,

ENERTOPIA CORPORATION

	Per:                                                                                                         
      
	             
       Authorized Signatory 


THIS LETTER OF INTENT is hereby accepted on the terms
and conditions set forth herein this 7 day of February, 2014:

GREEN CANVAS LTD.

	Per:                                                                                                          
      
	             
       Authorized Signatory 


TIM SELENSKI.

	Per:                                                                                                          
      
	             
       Authorized Signatory