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






Exhibit 10.2

NOTICE OF ASSIGNMENT 
Twp 1 Rge 20
W2M 
Coteau Lake Area, Saskatchewan 
(for reference only; general land
description) 


WHEREAS by agreement (“Transfer Agreement”) dated
October 29, 2010, Target Energy Inc., as Assignor, transferred and conveyed
effective October 29, 2010 (“Transfer Date”) an interest in property as more
fully described below to Primrose Drilling Ventures Ltd.; and,

WHEREAS Assignor and one or more parties (“Third Party”)
are subject to and bound by that certain Participation Agreement dated November
25, 2007, pertaining in part to Saskatchewan Crown Leases No. PN59841, PN59842,
PN59843, PN61987, PN61989, PN61990 and PN61991, made between, by or among
Primrose Drilling Ventures Ltd. and Target Energy Inc., as may have been
amended, affecting the land or property therein described (“Master Agreement”);
and, 

WHEREAS in accordance with the terms and provisions of
the Master Agreement, Assignor and Assignee intend to serve notice to current
Third Party to the Master Agreement of the transfer and conveyance as described
in the Transfer Agreement. 

NOW THEREFORE, THIS NOTICE OF ASSIGNMENT WITNESSES THAT
in consideration of the mutual advantages and benefits accruing to the
parties hereto, notice is hereby given as follows: 

	1. 	Assignor: 
	 	 
		Target Energy Inc. 
	 	Suite 950, 1130 West Pender  
		Vancouver, BC, V6E 4A4 
	 	 
	2. 	Assignee: 
	 	 
		Primrose Drilling Ventures Ltd. 
	 	Suite 440, 333 5th Ave S.W. 
	 	Calgary, Alberta, T2P 3B6  
	 	 
	3. 	Current Third Party to Master Agreement: 
	 	 
		Primrose Drilling Ventures Ltd. 
	 	 
	4. 	Assigned Interest (Check A or B below) 
	 	 
		X_  A	Transfer Agreement covers 100% of Assignor’s entire
      undivided right, title and interest to the Master Agreement but shall not
      include rights of the Assignor as operator (“Assigned Interest”);
    OR  







		__ B 	Transfer Agreement covers a portion of
      Assignor’s right, title and interest in the Master Agreement but shall not
      include rights of the Assignor as operator (“Assigned Interest”). In the
      event Alternative B is checked, the following is the legal description of
      all lands and interests transferred and conveyed in the Transfer
      Agreement: 
	  	  	  
			An undivided 50% working interest in the Master
      Agreement only insofar as it pertains to the following lands:
  



	 	Sask
      Cr. Lease No. 	 	Description and Rights 
	 	  	 	 
		PN59841 		1-20W2M: S/10, as to PNG from
      surface to basement 
		PN59842 		1-20W2M: W/11, as to PNG from
      surface to basement 
		PN59843 		1-20W2M: Sec 15, as to PNG from
      surface to basement 
		PN61987 		1-20W2M: NW/2, as to PNG from
      surface to basement 
		PN61989 		1-20W2M: NW/3, as to PNG from
      surface to basement 
		PN61990 		1-20W2M: NE/3, as to PNG from
      surface to basement 
		PN61991 		1-20W2M: N/10, as to PNG from
      surface to basement 



	5. 	Subject to Clause 7 of this Notice of Assignment, Assignor
      and Assignee, in accordance with the terms of the Transfer Agreement,
      acknowledge that; 
	 	 	 
		(i) 	Assignor has transferred and conveyed the Assigned Interest to the
      Assignee as of the Transfer Date; and, 
	 	 	 
		(ii) 	Assignee, agrees to replace Assignor, on and after the Transfer Date,
      as a party to the Master Agreement with respect to the Assigned Interest;
      and, 
	 	 	 
		(iii) 	Assignee agrees to be bound by and observe all terms, obligations and
      provisions in the Master Agreement with respect to the Assigned Interest
      on and after the Transfer Date. 
	 	 	 
	6. 	Subject to the terms and provisions of the Transfer
      Agreement, Assignee on and after the Transfer Date: 
	 	 	 
		(i) 	discharges and releases Assignor from the observance and performance
      of all terms and covenants in the Master Agreement and any obligations and
      liabilities which arise or occur under the Master Agreement with respect
      to the Assigned Interest; and, 







		(ii) 	does not release and discharge Assignor from any obligation or
      liability which had arisen or accrued prior to the Transfer Date or which
      does not relate to the Assigned Interest. 
	 	 	 
	7. 	Assignee and Assignor agree that in all matters relating to
      the Master Agreement with respect to the Assigned Interest, subsequent to
      the Transfer Date and prior to the Binding Date, Assignor acts as trustee
      for and duly authorized agent of Assignee, and Assignee, for the benefit
      of the Third Party, ratifies, adopts and confirms all acts or omissions of
      the Assignor in such capacity as trustee and agent. 
	 	 	 
	8. 	This Notice of Assignment shall become binding on all
      parties to the Master Agreement on the first day of the second calendar
      month following the month this notice is served on Third Party in
      accordance with the terms of the Master Agreement (“Binding Date”). In
      addition, Assignor and Assignee agree that they shall be solely
      responsible for any adjustment between themselves with respect to the
      Assigned Interest as to revenues, benefits, costs, obligations or
      indemnities which accrue prior to the Binding Date. 
	 	 	 
	9. 	Assignor represents and certifies that this Notice of
      Assignment and its service are in compliance with all the terms of the
      Master Agreement. 


IN WITNESS WHEREOF this Notice of Assignment has been
duly executed by Assignor and Assignee on the date indicated for each below:


	TARGET ENERGY INC. 	 	PRIMROSE DRILLING VENTURES LTD. 	 
	(Assignor) 	 	(Assignee) 	 
	  	 	  	 
	  	 	  	 
	  	 	  	 
	Per: _________________________________________	 	Per:
    _________________________________________	 
	Name: 	 	Name: 	 
	Title: 	 	Title: 	 
	Date: 	 	Date: