Enertopia Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






ENERTOPIA CORPORATION.

January 31, 2011

0901502 B.C. Ltd (“Vendor”)

826 Leon Avenue 
Kelowna, BC, V1Y 6J8 
Canada 

Attention: Kristian Ross and Bill
Iversen

	Re: 	Proposed Terms of Acquisition of certain located mining
      claims in New Mexico, USA 


This offer letter (the “Offer”) sets out certain basic
terms and conditions by which Enertopia Corporation (“Enertopia”)
proposes to enter into negotiations to effect the optional acquisition of
certain located mining claims (the “Claims”) in New Mexico covering
approximately 1,230 acres from 0901502 B.C. Ltd. 0901502 B.C. Ltd holds the
Claims directly, and indirectly through mineral property option agreements (the
original optionors are hereby referred to as the “Underlying Owners”).
Upon the closing date of the transaction (the “Effective Date”) 0901502
B.C. Ltd will have the right to transfer, option, sell or assign the Claims to
Enertopia. The located mining claims and any underlying agreements will be
acquired by Enertopia through a mineral property option agreement, an assignment
agreement or an asset acquisition (the “Transaction”) on the terms set
forth below. 

Upon acceptance of this Offer by 0901502 B.C. Ltd, both 0901502
B.C. Ltd and Enertopia are obligated to use their best efforts to complete the
Transaction contemplated herein which is subject to the negotiation of
definitive documentation (the “Transaction Document”) which shall contain
the terms and conditions as set out in this Offer together with all schedules
and such other terms and conditions as are customary for transactions of the
nature contemplated herein. This Offer is intended to bind the parties, and it
is further intended that the terms set forth below will provide the basis upon
which Enertopia and 0901502 B.C. Ltd will negotiate in good faith the
Transaction Documents. The Transaction Document will supersede this Offer and
shall include definitive schedules describing the located mining claims and any
underlying agreements. All documentation shall be in a form and content
satisfactory to each of 0901502 B.C. Ltd and Enertopia and is subject to
receiving the approval of their respective boards of directors prior to signing,
and in the case of Enertopia the receipt of any necessary regulatory
approval(s). When used in this Offer capitalized terms not otherwise defined
herein but defined in any of Policy 1 or Policy 8 of the Canadian National Stock
Exchange (the “Exchange”) will have the meanings ascribed thereto in such
applicable Exchange Policy. Each of Enertopia and 0901502 B.C. Ltd acknowledges
that the initial 500,000 Enertopia shares (as defined below) to be received by
persons or companies who become shareholders of Enertopia following completion
of the Transaction may be subject to a legend restricting trading of these
shares as required by the applicable regulatory authorities. 

	1. 	Transaction Description



The Transaction may be effected in one
of several different ways including a, mineral property option agreement,
assignment agreement or an asset acquisition.

The parties will jointly determine the
optimum structure for the Transaction in order to best satisfy tax planning,
regulatory and other considerations. Prior to the Transaction 0901502 B.C. Ltd
shall confirm that it owns or controls the Claims.




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	2. 	Purchase Price for the Claims
  


The consideration payable by Enertopia to 0901502 B.C. Ltd
pursuant to this Offer shall consist of:

	 	(a) 	
      paying $7,500 on signing the Offer; such payment is
      refundable by 0901502 B.C. Ltd if 0901502 B.C. Ltd fails to deliver the
      Claims to Enertopia co-incidental with signing of Transaction Documents as
      described above,

	 	 	 
	 	(b) 	
      paying $51,000 on signing of the definitive agreement
      (the “Agreement”) and issuing 500,000 common shares in the capital stock
      of Enertopia as soon as practicable following the execution of the
      Agreement,

	 	 	 
	 	(c) 	
      issuing an optional 150,000 shares in the capital stock
      of Enertopia on or before the first anniversary of the
Agreement,

	 	 	 
	 	(d) 	
      issuing an optional 150,000 shares in the capital stock
      of Enertopia on or before the second anniversary of the Agreement,
    and

	 	 	 
	 	(e) 	
      issuing an optional 200,000 shares in the capital stock
      of Enertopia on or before the third anniversary of the
  Agreement.



The consideration payable by Enertopia to the Underlying Owners
pursuant to this Offer shall consist of:

	 	(a) 	
      paying $3,000 on signing of the Agreement,

	 	 	 
	 	(b) 	
      paying an optional $7,500 on or before the first
      anniversary of the Agreement,

	 	 	 
	 	(c) 	
      paying an optional $10,000 on or before the second
      anniversary of the Agreement,

	 	 	 
	 	(d) 	
      paying an optional $12,500 on or before the third
      anniversary of the Agreement,

	 	 	 
	 	(e) 	
      paying an optional $25,000 on or before the fourth
      anniversary of the Agreement,

	 	 	 
	 	(f) 	
      paying an optional $25,000 on or before the fifth
      anniversary of the Agreement,

	 	 	 
	 	(g) 	
      paying an optional $50,000 on or before the sixth
      anniversary of the Agreement,

	 	 	 
	 	(h) 	
      paying an optional $200,000 on or before the seventh
      anniversary of the Agreement,

	 	 	 
	 	(i) 	
      paying an optional $200,000 on or before the eighth
      anniversary of the Agreement.



Enertopia is responsible to keep the located mineral claims and
any underlying agreements in good standing during the currency of the
Transaction. 

	3. 	NSR 


There is a 1% Net Smelter Return
(“NSR”) payable on one located mining claim up to a capped $2,000,000 dollars
from commercial production from that one located mining claim to be paid
according to the terms and conditions as set forth in the Transaction
Documents.




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	4. 	Terms and Conditions in Favour of
      Enertopia 


Enertopia’s obligation to complete the
Transaction described herein will be subject to the following conditions (the
“Enertopia Closing Conditions”):

	 	(a) 	
      execution of Transaction Documents on substantially the
      same terms described herein, together with such other terms as are
      customary in a transaction of this nature,

	 	 	 
	 	(b) 	
      receipt by Enertopia of all required regulatory approvals
      in form and substance satisfactory to Enertopia,

	 	 	 
	 	(c) 	
      any underlying agreements being assigned to Enertopia,
      upon terms and conditions satisfactory to Enertopia,

	 	 	 
	 	(d) 	
      Enertopia shall have arranged and closed an equity
      financing of Enertopia common shares for minimum gross proceeds of
      $500,000, at a price of $0.10 per share (each, a “Unit”) (the
      “Financing”) on or before 30 days from the date of this Offer. The
      Financing is intended to close prior to completion of the
    Transaction,

	 	 	 
	 	(e) 	
      Enertopia being satisfied acting reasonably as to its due
      diligence investigations of the business, assets and affairs of 0901502
      B.C. Ltd and that that no material adverse change in the condition,
      business, properties or financial affairs of 0901502 B.C. Ltd has occurred
      prior to the Effective Date

	 	 	 
	 	(f) 	
      if required, the receipt of shareholder approval by
      0901502 B.C. Ltd shareholders to the Transaction,

	 	 	 
	 	(g) 	
      if required, the receipt of shareholder approval by
      Enertopia shareholders to the Transaction,

	 	 	 
	 	(h) 	
      all of the representations and warranties of 0901502 B.C.
      Ltd set forth in the Transaction Documents will be true and correct in all
      material respects as at the date made and as at the Effective
  Date;

	 	 	 
	 	(i) 	
      all of the obligations, covenants and requirements of
      0901502 B.C. Ltd described in this Offer and the Transaction Documents
      will have been met and complied with, and

	 	 	 
	 	(j) 	
      the Effective Date shall have occurred on or before
      February 28, 2011 (the “Outside Date”), or such other date as
      Enertopia and 0901502 B.C. Ltd shall agree in
writing.



The Enertopia Closing Conditions are for the exclusive benefit
of Enertopia and may be waived in whole or in part by it at any time.

	5. 	Terms and Conditions in Favour of 0901502
      B.C. Ltd 


0901502 B.C. Ltd’s obligation to complete the Transaction will
be subject to the following conditions (the “0901502 B.C. Ltd Closing
Conditions”):

	 	(a) 	
      execution of the Transaction Documents on substantially
      the same terms described herein, together with such other terms as are
      customary in a transaction of this nature,

	 	 	 
	 	(b) 	
      receipt by Enertopia of all required regulatory approvals
      in form and substances satisfactory to 0901502 B.C.
Ltd,







- 4 -

	 	(c) 	
      if required, the receipt of shareholder approval by
      0901502 B.C. Ltd’s shareholders to the Transaction,

	 	 	 
	 	(d) 	
      if required, the receipt of shareholder approval by
      Enertopia’s shareholders to the Transaction,

	 	 	 
	 	(e) 	
      0901502 B.C. Ltd being satisfied acting reasonably as to
      its due diligence investigations of the business, assets and affairs of
      Enertopia and that that no material adverse change in the condition,
      business, properties or financial affairs of Enertopia has occurred prior
      to the Effective Date

	 	 	 
	 	(f) 	
      all of the representations and warranties of Enertopia
      which are set forth in the Transaction Documents will be true and correct
      in all material respects as at the date made and as at the Effective
      Date;

	 	 	 
	 	(g) 	
      the Effective Date shall have occurred by the Outside
      Date, or such other date as Enertopia and 0901502 B.C. Ltd shall agree in
      writing and

	 	 	 
	 	(h) 	
      all of the covenants, obligations and requirements of
      Enertopia described in the Transaction Documents will have been met and
      complied with.



The 0901502 B.C. Ltd Closing Conditions are for the exclusive
benefit of 0901502 B.C. Ltd and may be waived in whole or in part by it at any
time.

	6. 	Standstill 


During the period from the satisfactory completion of due
diligence until this Offer is either superseded by the Transaction Documents or
February 28, 2011 or such other date agreed upon by the parties, 0901502 B.C.
Ltd agrees that it will:

	 	(a) 	
      not solicit offers or have discussion with any third
      parties regarding the sale of the Concessions.




	7. 	Transactional Support



The parties acknowledge that the
Transaction Documents will provide that Enertopia and 0901502 B.C. Ltd shall use
their best efforts to ensure that the transactions contemplated in this Offer
receive all applicable regulatory, shareholder and director approvals. 

	8. 	Access to Information



Upon acceptance of this Offer and until the completion of the
transactions contemplated by this Offer or the termination of the negotiations
contemplated herein, each party will allow the other and its respective
authorized representatives, including legal counsel and financial advisors,
access to all information, books or records relevant for the purpose of the
transactions contemplated herein. Each party hereto agrees 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
disclosing party.




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	9. 	Expenses and Commission



Each of Enertopia and 0901502 B.C. Ltd shall be responsible for
their own expenses and costs related to the transactions contemplated herein
including, without limitation, all costs and charges incurred prior to the date
of this Offer and all legal, advisory and accounting fees and disbursements
relating to the transactions contemplated herein.

	10. 	Other Items 


The Transaction Documents shall also contain such other terms,
conditions and agreements to which the parties hereto may reasonably request and
agree in order to complete the transactions contemplated in this Offer.

	11. 	Use and Confidentiality



All of the information and other data to which the each party
and/or their respective representatives are given access as set forth above will
be used by such party solely for the purpose of analyzing the other party hereto
and will be treated on a confidential basis. The terms, conditions and existence
of this Offer and all further discussions between the parties will also be
treated on a confidential basis, subject to appropriate disclosure to regulatory
authorities and as otherwise required by the requirements of any regulatory
authorities or securities exchanges which may be applicable.

All announcements pertaining to the contemplated transaction
will be subject to approval by the other party before public disclosure, subject
to a party's need to immediately comply with the requirements of any regulatory
authority (in which case best efforts will be made to obtain the other party's
approval). 0901502 B.C. Ltd acknowledges the requirement for Enertopia to issue
a press release announcing the entering into of the Offer, a draft of which will
be made available for review and comment by 0901502 B.C. Ltd, prior to
dissemination.




- 6 -

If this Offer is acceptable, please communicate your acceptance
by executing the duplicate copy hereof in the appropriate space below and
returning such executed copy to us, marked "STRICTLY CONFIDENTIAL" prior
to 4:00 p.m. on February 3, 2011, or such other date as Enertopia and
0901502 B.C. Ltd may agree in writing. This offer maybe signed in as many
counterparts as may be necessary, each of which so signed shall be deemed to be
an original ( and each signed copy sent by email or electronic facsimile
transmission shall be deemed to be an original), and such counterparts together
shall constitute one and the same instrument and notwithstanding the date of
execution shall be deemed to bear the date as set forth above.

ENERTOPIA CORPORATION.

	Per: 		 
	 	Robert McAllister, President 	 


THIS OFFER is hereby accepted on the terms and

conditions set forth herein as of the ____ day of ______________, 2011.

0901502 B.C. LTD MINERAL EXPLORATION

	Per: 		 
	 	Kristian
      Ross 	 
	 	  	 
	 	  	 
	 	  	 
	Per: 		 
	 	Bill
      Iversen