Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

SHARE PURCHASE AGREEMENT 

THIS AGREEMENT dated for reference the 6th day of
January 2012. 

AMONG: 

ROBERT RILEY., an individual
with an office at 3rd Floor – 905 West Pender 
Street, Vancouver,
BC, Canada. 

(herein called the "Purchaser") 

AND: 

ENERTOPIA CORP., a corporation
existing under the laws of the State of 
Nevada with its executive office at
950 – 1130 W Pender St, Vancouver, British 
Columbia, Canada. 

(herein called the "Vendor") 

WHEREAS: 

A.     The Vendor owns 499,893 common
shares of Lexaria Corporation, and warrants to purchase 499,893 additional
common shares of Lexaria Corporation at a price of US$0.20 each prior to May 31,
2012, ( "The Vendor Assets") and proposes to sell these Vendor Assets as per the
terms of this agreement;

B.     The Vendor has agreed to sell and
the Purchaser has agreed to purchase The Vendor Assets as per the terms of this
agreement. 

NOW THEREFORE in consideration of the premises and the
respective covenants, agreements representations, warranties and indemnities of
the parties herein contained and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged) the parties hereto
covenant and agree as follows: 

	1. 	
      DEFINED TERMS

	 	 	 
	1.1 	
      For the purposes of this Agreement, unless the context
      otherwise requires, the following terms will have the respective meanings
      set out below and grammatical variations of such terms will have
      corresponding meanings:

	 	 	 
		(a) 	
      "Affiliate" has the meaning given to that term in the
      Securities Act of 1933, as amended, and the Rules and Regulations of the
      Securities and Exchange Commission promulgated thereunder;

	 	 	 
		(b) 	
      "Associate" has the meaning given to that term in the
      Securities Act of 1933, as amended, and the Rules and Regulations of the
      Securities and Exchange Commission promulgated thereunder;

	 	 	 
		(c) 	
      "Business Day" means any day which is not a Saturday,
      Sunday or statutory holiday in the United States or Canada;

	 	 	 
		(d) 	
      "Closing" means the completion of the transactions
      contemplated in this Asset Purchase Agreement;

	 	 	 
		(e) 	
      "Closing Date" means January 6, 2012, or such other date
      as the Vendor and the Purchaser may mutually
determine;








		(f) 	
      "Effective Closing Date" means January 2nd, 2012 at 11:00
      A.M. PST, at which time the commercial terms contemplated in this Asset
      and Purchase Agreement shall take full force and effect:

	 	 	 
		(g) 	
      "Contract" means any agreement, indenture, contract,
      lease, deed of trust, license, option, instrument or other commitment,
      whether written or oral;

	 	 	 
		(h) 	
      "Encumbrance" means any encumbrance, lien, charge,
      hypothec, pledge, mortgage, title retention agreement, security interest
      of any nature, adverse claim, exception, reservation, easement, right of
      occupation, any matter capable of registration against title, option,
      right of pre-emption, privilege or any Contract to create any of the
      foregoing;

	 	 	 
		(i) 	
      "Losses" means, in respect of any matter, all claims,
      demands, proceedings, losses, damages, liabilities, deficiencies, costs
      and expenses (including, without limitation, all legal and other
      professional fees and disbursements, interest, penalties and amounts paid
      in settlement) arising directly or indirectly as a consequence of such
      matter and actually incurred by a party entitled to be indemnified
      hereunder, net of (i) any tax adjustments, benefits, savings or reductions
      to which such indemnified party is entitled resulting from such matter,
      and (ii) any insurance proceeds, in either case to which such indemnified
      party is entitled by virtue of such claims, demands, proceedings, losses,
      damages, liabilities, deficiencies, costs and expenses;

	 	 	 
		(j) 	
      "Purchase Price" means the aggregate sum payable by the
      Purchaser to the Vendor for The Vendor Assets.

	 	 	 
	1.2 	
      Currency. Unless otherwise indicated, all dollar
      amounts in this Agreement are expressed in United States funds.

	 	 	 
	1.3 	
      Sections and Headings. The division of this
      Agreement into Articles, sections and subsections and the insertion of
      headings are for convenience of reference only and will not affect the
      interpretation of this Agreement. Unless otherwise indicated, any
      reference in this Agreement to an Article, section, subsection or Schedule
      refers to the specified Article, section or subsection of or Schedule to
      this Agreement.

	 	 	 
	1.4 	
      Entire Agreement. This Agreement constitutes the
      entire agreement between the parties with respect to the subject matter
      hereof and supersedes all prior agreements, understandings, negotiations
      and discussions, whether written or oral. There are no conditions,
      covenants, agreements, representations, warranties or other provisions,
      express or implied, collateral, statutory or otherwise, relating to the
      subject matter hereof except as herein provided.

	 	 	 
	1.5 	
      Time of Essence. Time will be of the essence of
      this Agreement.

	 	 	 
	1.6 	
      Applicable Law. This Agreement will be construed,
      interpreted and enforced in accordance with, and the respective rights and
      obligations of the parties will be governed by, the laws of the Province
      of British Columbia and the federal laws of Canada applicable therein, and
      each party irrevocably and unconditionally submits to the non-exclusive
      jurisdiction of the courts of such state and all courts competent to hear
      appeals there from and waives, so far as is legally possible, its right to
      have any legal action relating to this Agreement tried by a
jury.

	 	 	 
	1.7 	
      Amendments and Waivers. No amendment or waiver of
      any provision of this Agreement will be binding on either party unless
      consented to in writing by such party. No waiver of any provision of this
      Agreement will constitute a waiver of any other provision, nor will any
      waiver constitute a continuing waiver unless otherwise provided.

	 	 	 
	2. 	
      PURCHASE PRICE AND ALLOCATION

	 	 	 
	2.1 	
      Purchase Price payable by the Purchaser to Vendor for
      Vendor Assets is as follows:








		(a) 	
      Purchaser shall pay a total of US $100,000 as
    follows;

	 	 	 	 
			(i) 	
      US$37,500 on the Effective Closing Date, (the "Initial
      Payment") which will purchase 250,000 shares of Lexaria and 250,000
      warrants to purchase an additional 250,000 shares from the Lexaria
      treasury at a price of US$0.20 each payable directly to Lexaria Corp,
      prior to May 31, 2012, and

	 	 	 	 
			(ii) 	
      An option, at the sole discretion of the
      Purchaser, to pay US$62,473.25 on or before March 2nd, 2012, (the
      "Final Payment"), which will purchase 249,893 shares of Lexaria and
      249,893 warrants to purchase an additional 249,893 shares from the Lexaria
      treasury at a price of US$0.20 each payable directly to Lexaria Corp.
      prior to May 31, 2012.

	 	 	 	 
	2.2 	
      Vendor will take no steps to inhibit or prevent the
      common shares being issued to Purchaser from becoming tradeable in
      accordance with all securities regulations.

	 	 	 	 
	2.3 	
      Vendor shall assist with all steps necessary in order for
      a share certificate to be issued to the Purchaser free of all trading
      restrictions, in the Purchasers’ name, for the required numbers of
      shares.

	 	 	 	 
	2.4 	
      Purchaser shall pay all amounts referenced in 2.1, above,
      in trust with Macdonald Tuskey until the time of Closing.

	 	 	 	 
	3. 	
      CLOSING, POSSESSION, AND NO
    ADJUSTMENTS



EFFECTIVE CLOSE DATE OF THIS AGREEMENT SHALL BE 11:00 A.M. PST,
JANUARY 6, 2012 WITHOUT FURTHER ADJUSTMENTS. 

	3.1 	
      The physical Closing will take place on or before January
      6, 2012 at 11:00AM (PST), on the Closing Date at the offices of Macdonald
      Tuskey, or at such other place, date, and time as may be mutually agreed
      upon by the parties hereto.

	 	 	 
	3.2 	
      Vendor will deliver possession of The Vendor Assets, free
      of any other claim to possession and any tenancies, and to the extent
      possible by law free of trading restrictions, to the Purchaser on the
      Closing Date.

	 	 	 
	3.3 	
      Provided that there has been no material
      misrepresentation on the part of the parties to this agreement and all of
      their respective obligations under this Agreement have been fulfilled,
      there will be no adjustment of the Purchase Price for any reason
      whatsoever.

	 	 	 
	4. 	
      REPRESENTATIONS AND WARRANTIES OF THE
      VENDOR

	 	 	 
	4.1 	
      Vendor represents and warrants to Purchaser, with the
      intent Purchaser will rely thereon in entering into this Agreement and in
      concluding the transactions contemplated hereby, as follows:

	 	 	 
		(a) 	
      the execution and delivery of this Agreement and the
      completion of the transaction contemplated hereby have been duly and
      validly authorized by all necessary limited liability company action on
      the part of Vendor, and this Agreement constitutes a valid and binding
      obligation of Vendor enforceable against Vendor in accordance with its
      terms; except as enforcement may be limited by bankruptcy, insolvency and
      other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 
		(b) 	
      except as will be remedied by the consents, approvals,
      releases, and discharges described in Schedule 3 - Consents attached
      hereto, neither the execution and delivery of this Agreement nor the
      performance of Vendor's obligations hereunder
will:












	 		
(i) 		
violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to Vendor, the Vendor Assets, or any contract, agreement, instrument, covenant, mortgage, or security,
to which Vendor is a party or which is binding upon Vendor,

	
	 	 	 	 
	 		
(ii) 		
to the knowledge of Vendor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by Purchaser under any sales tax legislation. .

	
	 	 	 	 
	
 	
(c) 		
Vendor owns and possesses and has good and marketable title to the The Vendor Assets free and clear of all Encumbrances of every kind and nature whatsoever;

	
	 	 	 	 
	
 	
(d) 		
no person other than the Purchaser have any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from
Vendor of the The Vendor Assets;

	



	
5. 		
REPRESENTATIONS OF PURCHASER

	
	 	 	 
	
5.1 		
Purchaser represents and warrants to Vendor as follows, with the intent that Vendor will rely thereon in entering into this Agreement and in concluding the purchase and sale contemplated hereby, that:

	
	 	 	 
		
(a) 		
Execution and delivery of this Agreement and the completion of the transactions contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of Purchaser, and this Agreement constitutes a
valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable
remedies may be granted only in the discretion of a court of competent jurisdiction;

	
	 	 	 
	
5.2 		
Purchaser will not hypothecate, lend, transfer or sell the Lexaria warrants without giving 10-day notice and requesting permission from Vendor, such permission not to be unreasonably withheld.

	



COVENANTS OF THE VENDOR 

	
5.2 		
Between the date of this Agreement and the Closing Date, The Vendor covenants and agrees that The Vendor:

	
	 	 	 
		
(a) 		
will not sell or dispose of any of the The Vendor Assets and will preserve The Vendor Assets intact without any further Encumbrances;

	



	
6. 		
COVENANTS OF PURCHASER

	
	 	 
		
Between the date of this Agreement and the Closing Date, Purchaser will make all reasonable efforts to obtain and procure in co-operation with the Vendor all consents, approvals, releases, and discharges required to effect the
transactions contemplated hereby.

	









	7. 	
      TRANSACTIONS OF VENDOR AT THE
  CLOSING

	 	 	 
	7.1 	
      At the Closing Date, Vendor will execute and deliver or
      cause to be executed and delivered a share certificate in the name of
      Robert Riley for 250,000 shares of Lexaria Corp, to the extent possible by
      law free of any restrictions; and a warrant document good for the purchase
      of 250,000 shares of Lexaria Corp at a price of $0.20 valid until May 31,
      2012; and an executed Board of Directors Resolution authorizing the
      transaction.

	 	 	 
	8. 	
      TRANSACTIONS OF THE PURCHASER AT THE
      CLOSING

	 	 	 
	8.1 	
      Prior to Closing, Purchaser will deliver or cause to be
      delivered a certified cheque or bank wire payable to Enertopia Corp, in
      the amount of US$37,500.

	 	 	 
	9. 	
      TAXES

	 	 	 
	9.1 	
      All taxes payable in respect of the transactions arising
      out of the purchase of The Vendor Assets as contemplated hereby will be
      paid by Purchaser.

	 	 	 
	10. 	
      ASSIGNMENT

	 	 	 
	10.1 	
      This Agreement may not be assigned by any party hereto
      without the prior written consent of the other party hereto.

	 	 	 
	11. 	
      SUCCESSORS AND ASSIGNS

	 	 	 
	11.1 	
      This Agreement will enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 	 
	12. 	
      COUNTERPARTS

	 	 	 
	12.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 	 
	13. 	
      NOTICES

	 	 	 
	13.1 	
      Any notice required or permitted to be given under this
      Agreement will be in writing and may be given by personal service or by
      prepaid registered mail, and addressed to the proper party or transmitted
      by electronic facsimile generating proof of receipt of transmission at the
      address or facsimile number stated below:

	 	 	 
	 	(a) 	if to Purchaser:
	 	 	 
			
      Mr. Robert Riley

	 	 	Email : robriley@telus.net 
			
      3rd Floor – 905 West Pender Street 

	 	 	Vancouver, BC
			
      Canada

	 	 	 
	 	(b)	if to The Vendor:






ENERTOPIA CORP. 
950-1130 West
Pender Street 
Vancouver, British Columbia V6E 4A4 
Canada 


Facsimile No.: +1 (604) 685-1602 

with a copy to: 

Macdonald Tuskey 
Suite 400 – 570
Granville St 
Vancouver, British Columbia V6C 3P1 
Attention: William L.
Macdonald 


Facsimile No.: +1 (604) 681-4760 

or to such other address or facsimile
number as any party may specify by notice. Any notice sent by registered mail as
aforesaid will be deemed conclusively to have been effectively given on the
fifth business day after posting; but if at the time of posting or between the
time of posting and the third business day thereafter there is a strike, lockout
or other labour disturbance affecting postal service, then such notice will not
be effectively given until actually received. Any notice transmitted by
electronic facsimile will be deemed conclusively to have been effectively given
if evidence of receipt is obtained before 5:00 p.m. (recipient's time) on a
Business Day, and otherwise on the Business Day next following the date evidence
of receipt of transmission is obtained by the sender. 

	14. 	
      TENDER AND EXTENSIONS

	 	 
	14.1 	
      Tender may be made upon Vendors or Purchaser or upon the
      solicitors for Vendors or Purchaser and such solicitors are expressly
      authorized by their respective clients to confirm extensions of the
      Closing Date.

	 	 
	15. 	
      REFERENCE DATE

	 	 
	15.1 	
      This Agreement is dated for reference as of the date
      first above written, but will become binding as of the date of execution
      and delivery by all parties hereto and subject to compliance with the
      terms and conditions hereof, the transfer and possession of The Vendor
      Assets will be deemed to take effect as at the close of business on the
      Closing Date. References herein to the date of the Agreement or to the
      date hereof shall be deemed to mean the date set forth in the preamble to
      this Agreement.








	16. 	
      REFERENCES TO AGREEMENT

	 	 
	16.1 	
      The terms "this Agreement", "hereof', "herein", "hereby",
      "hereto", and similar terms refer to this Agreement and not to any
      particular clause, paragraph or other part of this Agreement. References
      to particular clauses are to clauses of this Agreement unless another
      document is specified.



IN WITNESS WHEREOF the parties have executed and delivered
these presents on the dates indicated below. 

ROBERT RILEY. 

 

Per:        
                                                       

            
   Authorized Signatory 

Dated:    
                                            
           

 

ENERTOPIA CORP. 

 

Per:      
                                                          
              
 Authorized Signatory 

Dated:    
                                                       


 

Per:                                                                

              
Authorized Signatory 

Dated: