Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 1st day of
December, 2011. 

BETWEEN: 

Enertopia Corporation., a body corporate duly
incorporated under the laws of the State of Nevada, and having its Registered
Office at 950-1130 West Pender, in the City of Vancouver, in the Province/State
of British Columbia, V6E 4A4 

(hereinafter called the "Company") 

OF THE FIRST PART 

AND: 

Tom Ihrke, an individual in the State of South Carolina
residing at 38 Krier Lane, Mount Pleasant, SC 29464. Phone 843.884.4358 

(hereinafter called the "Consultant," or, “Ihrke”) 

OF THE SECOND PART 

WHEREAS: 

A.                Ihrke has served as a Senior Vice President – Business
Development to the Company since August 23, 2010; 

B.                The Company is desirous of retaining the consulting services
of Ihrke as a Senior Vice President – Business Development, on a continuing
basis and the Consultant has agreed to serve the Company as an independent
contractor upon the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.                 The Consultant shall provide corporate consulting services
to the Company, such duties and responsibilities to include; 




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	 	a) 	
      Capital Raising. The Consultant will attempt to introduce
      capital to, and for use by the Company. This includes capital for mining
      exploration and development; equity shares of the Company; and/or debt
      financing. All contacts that the Consultant discusses Company business
      with, will thereafter be the property of the Company and all contact
      information must be provided to the Company on an ongoing basis.

	 	 	 
	 	b) 	
      Business Development. The Consultant will develop and use
      his network of contacts that could lead to new business opportunities in
      the mining exploration sector; JV’s; Partnerships; or any other
      arrangement that could lead to new or expanded business opportunities. All
      contacts that the Consultant discusses Company business with, will
      thereafter be the property of the Company and all contact information must
      be provided to the Company on an ongoing basis.

	 	 	 
	 	c) 	
      General Operations. The Consultant shall serve the
      Company (and/or such subsidiary or subsidiaries of the company as the
      Company may from time to time require) in such consulting capacity or
      capacities as may from time to time be determined by resolution of the
      Board of Directors or senior management of the Company and shall perform
      such duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company. Financial modeling;
      presentation creation and delivery; meetings and more may all be
      considered to be General Operations.



2.                By virtue of this Agreement, the Company is expecting, and Ihrke is accepting, the responsibility of working, on average, 20 hours a week,
on behalf of the Company. Some weeks Ihrke may be required to work more than 20
hours and some weeks Ihrke may be required to work less than 20 hours in order
to fulfill the terms of this Agreement. The Consultant shall not act in any
capacity whatsoever, directly or indirectly for or for the betterment of any
other oil & gas company, oil & gas partnership, oil & gas project or
oil & gas venture.

3.                The basic remuneration of the Consultant for its services
hereunder shall be at the rate of ten United States dollars (US$10.00) per
month, together with any such increments thereto as the Board of Directors of the Company may from time to time
determine, payable on the last business day of each calendar month. In the event
the Company and Ihrke mutually agree to such, the basic remuneration may instead
by paid through the issuance of restricted common shares. The basic compensation
covers that time required by the Consultant to fulfill his tasks. Opportunities
to earn additional compensation shall be as follows: 




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	 	a) 	
      If Ihrke introduces capital for the company, then at the
      time the Company receives such capital the Company shall pay an amount, in
      US Dollars, of up to 5% of the amount of capital raised by the Consultant.
      If the source of capital demands a fee itself of more than 5%, then the
      total combined cost of capital shall not exceed 10%, with the Ihrke
      agreeing to adjust the fee on whatever sliding scale is necessary to not
      exceed the 10% overall cap.

	 	 	 
	 	b) 	
      If the Ihrke arranges a business combination, merger,
      takeover or other material business development that is accepted by the
      Board of Directors of the Company, then Ihrke shall be paid an amount, in
      US Dollars, of up to 5% of the amount of the business transaction arranged
      by Ihrke. If the source of the business transaction demands a fee itself
      of more than 5%, then the total combined cost of the business transaction
      shall not exceed 10%, with the Ihrke agreeing to adjust its fee on
      whatever sliding scale is necessary to not exceed the 10% overall
    cap.



4.                The Consultant shall be eligible to receive stock options,
of a quantity and with a strike price to be determined at the time of granting
and in accordance with the Company’s stock option plan and all regulations,
granted by the Company. Further details of the stock options, including vesting,
will be included within a separate stock option agreement. 

5.                The Consultant shall be responsible for the payment of its
income taxes and other remittances including but not limited to any form of
insurance as shall be required by any governmental entity with respect to
compensation paid by the Company to the Consultant. 

6.                The terms "subsidiary" and "subsidiaries" as used herein
mean any corporation or company of which more than 50% of the outstanding shares
carrying voting rights at all times (provided that the ownership of such shares
confers the right at all times to elect at least a majority of the Board of Directors of such corporation or company) are for
the time being owned by or held for the Company and/or any other corporation or
company in like relation to the Company and include any corporation or company
in like relation to a subsidiary. 




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7.                The Consultant shall not, either during the continuance of
its contract hereunder or at any time thereafter, disclose the private affairs
of the Company and/or its subsidiary or subsidiaries, or any secrets of the
Company and/or its subsidiary or subsidiaries, to any person other than the
Directors of the Company and/or its subsidiary or subsidiaries or for the
Company's purposes and shall not (either during the continuance of its contract
hereunder or at any time thereafter) use for its own purposes or for any purpose
other than those of the Company any information it may acquire in relation to
the business and affairs of the Company and/or its subsidiary or subsidiaries,
unless required by law. 

8.                The Consultant shall well and faithfully serve the Company
or any subsidiary as aforesaid during the continuance of its contract hereunder
and use its best efforts to promote the interests of the Company. 

9. The Consultant agrees with the Company that it will during
the term of his contract hereunder, so long as the Board of Directors of the
Company and Ihrke may so desire, request Ihrke to serve the Company as an
officer and director without additional remuneration other than normal
director's fees, if any, payable by virtue of the office of director and the
provisions of the Articles of the Company. 

10.               This Agreement may be terminated forthwith by the Company
or Ihrke without prior notice if at any time: 

	 	(a) 	
      The Company or Ihkre shall commit any material breach of
      any of the provisions herein contained; or

	 	 	 
	 	(b) 	
      The Company or Ihkre shall be guilty of any misconduct or
      neglect in the discharge of its duties hereunder;
or







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	 	(c) 	
      The Company or Ihkre shall become bankrupt or make any
      arrangements or composition with its creditors; or

	 	 	 
	 	(d) 	
      The Principals of the Company or Ihrke shall become of
      unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	(e) 	
      The Company or Ihrke shall be convicted of any criminal
      offence other than an offence which, in the reasonable opinion of the
      Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
thirty (30) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 10(a), 10(b), 10(c), 10(d), or 10
(e), Ihrke will be entitled to any all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 9
months after the date of his termination. 

11.               In the event this Agreement is terminated by reason of
default on the part of the Consultant or the written notice of the Company, then
at the request of the Board of Directors of the Company, the Consultant shall
cause Ihrke to forthwith resign any position or office which he then holds with
the Company or any subsidiary of the Company. The provisions of paragraph 9
shall survive the termination of this Agreement for a period of 2 years
thereafter. 

12.               The Company is aware that the Consultant has now and will
continue to have financial interests in other companies and properties and the
Company recognizes that these companies and properties will require a certain
portion of the Consultant's time. The Company agrees that the Consultant may
continue to devote time to such outside interests, PROVIDED THAT such interests
do not conflict with or hinder Ihrke’s ability to perform its duties under this
Agreement. 

13.               The services to be performed by the Consultant pursuant
hereto are personal in character, and neither this Agreement nor any rights or
benefits arising thereunder are assignable by the Consultant without the
previous written consent of the Company. 




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14.               With the express exception of outstanding options granted
to Ihrke as a result of Advisory Services previously performed, and any prior
investment made by Ihrke in the Company, any and all previous agreements,
written or oral, between the parties hereto or on their behalf relating to the
agreement between the Consultant and the Company are hereby terminated and
cancelled and each of the parties hereto hereby releases and forever discharges
the other party hereto of and from all manner of actions, causes of action,
claims and demands whatsoever under or in respect of any such previous
agreements. 

15.               Any notice in writing or permitted to be given to the
Consultant hereunder shall be sufficiently given if delivered to the Consultant
personally or mailed by registered mail, postage prepaid, addressed to the
Consultant as its last residential address known to the Company. Provided any
such notice is mailed via guaranteed overnight delivery, as aforesaid shall be
deemed to have been received by the Consultant on the first business day
following the date of mailing. Any notice in writing required or permitted to be
given to the Company hereunder shall be given by registered mail, postage
prepaid, addressed to the Company at the address shown on page 1 hereof. Any
such notice mailed as aforesaid shall be deemed to have been received by the
Company on the first business day following the date of mailing provided such
mailing is sent via guaranteed overnight delivery. Any such address for the
giving of notices hereunder may be changed by notice in writing given hereunder.


16.               The provisions of this Agreement shall enure to the benefit
of and be binding upon the Consultant and the successors and assigns of the
Company. For this purpose, the terms "successors" and "assigns" shall include
any person, firm or corporation or other entity which at any time, whether by
merger, purchase or otherwise, shall acquire all or substantially all of the
assets or business of the Company. 

17.                Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the provisions of this
Agreement. 




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18.               This Agreement is being delivered and is intended to be
managed from the Province of British Columbia and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of such Province. Similarly no provision within this contract is deemed
valid should it conflict with the current or future laws of the United States of
America or current or future regulations set forth by the United States
Securities and Exchange Commission. This Agreement may not be changed orally,
but only by an instrument in writing signed by the party against whom or which
enforcement of any waiver, change, modification or discharge is sought. 

19.               This Agreement and the obligations of the Company herein
are subject to all applicable laws and regulations in force at the local, State,
Province, and Federal levels in both Canada and the United States. In the event
that there is an employment dispute between the Company and Ihrke, Ihrke agrees
to allow it to be settled according to applicable Canadian law in an applicable
British Columbia jurisdiction. 

20.               This Agreement is in effect on a month to month basis
unless otherwise terminated as noted above. 

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

SIGNED by: 

/s/ Robert McAllister                    
 
Robert
McAllister,
President and Director, 
Enertopia Corporation. 






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SIGNED by: 

Chris Bunka                                    
 
Chris Bunka,
CEO and
Director, 
Enertopia Corporation. 


SIGNED by: 

Tom Ihrke                                        
 
Tom Ihrke 
Consultant