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






Exhibit 10.1

ENERTOPIA CORPORATION. 

July 18, 2011 

Altar Resources (“Vendor”) 

PO Box 42831 
Tucson, AZ 
USA, 85733 

Attention: David Lajack and John Duncan 

Re: Proposed Terms of Acquisition of certain Federal
Mining Claims and State Mineral Exploration Permits in Arizona,
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 federal mining claims and state mineral exploration permits (the
“Claims”) in Arizona covering approximately: 

I.      5,000 acres of State Mineral
Exploration Permits from Altar Resources; and, 

II.     The ROFR (Right of First Refusal)
on 980 acres of federal mining claims from Altar Resources; and, 

III.    the ROFR on federal mining claims and
state mineral exploration permits covering approximately 1,800 acres from Altar
Resources,

with all federal mining claims and state mineral exploration
permits subject to a 2.5% Net Smelter Return Royalty ( NSR ) in favour of Altar
Resources.

Altar Resources holds the Claims directly or indirectly through
federal mining claims and state mineral exploration permits, or represents that
it will hold such claims in good standing at the time of closing a definitive
agreement. Upon the closing date of the transaction (the “Effective
Date”) Altar Resources will have the right to transfer, option, sell or
assign the Claims to Enertopia. The 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 Altar Resources, both Altar
Resources 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 Altar Resources will negotiate in good faith the Transaction
Documents. The Transaction Document will supersede this Offer and shall include
definitive schedules describing the Claims and any underlying agreements. All
documentation shall be in a form and content satisfactory to each of Altar
Resources 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 Altar Resources acknowledges that the initial 100,000 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.




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	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 Altar Resources shall confirm that it owns or
controls the Claims.

	2. 	
      Purchase Price for the
Claims



A.      The consideration payable by
Enertopia to Altar Resources pursuant to this Offer shall consist of: 

	 	(a) 	
      paying $15,000 on signing the Offer; such payment is
      refundable by Altar Resources if Altar Resources fails to deliver the
      Claims to Enertopia co-incidental with signing of Transaction Documents as
      described above,

	 	 	 
	 	(b) 	
      paying $35,000 on signing of the definitive agreement
      (the “Agreement”) and issuing 100,000 common shares in the capital stock
      of Enertopia as soon as practicable following the execution of the
      Agreement,

	 	 	 
	 	(c) 	
      issuing an optional 100,000 shares in the capital stock
      of Enertopia on or before the first anniversary of the
Agreement,

	 	 	 
	 	(d) 	
      issuing an optional 200,000 shares in the capital stock
      of Enertopia on or before the second anniversary of the Agreement,
    and

	 	 	 
	 	(e) 	
      issuing an optional 300,000 shares in the capital stock
      of Enertopia on or before the third anniversary of the
Agreement,

	 	 	 
	 	(f) 	
      issuing an optional 300,000 shares in the capital stock
      of Enertopia on or before the third anniversary of the
Agreement,

	 	 	 
	 	(g) 	
      paying an optional $40,000 on or before the first
      anniversary of the Agreement,

	 	 	 
	 	(h) 	
      paying an optional $70,000 on or before the second
      anniversary of the Agreement,

	 	 	 
	 	(i) 	
      paying an optional $100,000 on or before the third
      anniversary of the Agreement,

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

	 	 	 
	 	(k) 	
      paying an optional $400,000 on or before the fifth
      anniversary of the Agreement,



B.      with agreement that, if the
federal mining claims referred to as “II)”, above, are NOT delivered in good
standing to Enertopia at the time of closing the Definitive Agreement, then each
of the payments referred to from 2 (b) through and including 2 (k), shall be
reduced by 20% of each listed amount. Enertopia is responsible to keep the
Claims and any underlying agreements in good standing during the currency of the
Transaction.




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	3. 	
      NSR



There is a 2.5% Net Smelter Return (“NSR”) payable on all
Claims from commercial production to be paid according to the terms and
conditions as set forth in the Transaction Documents.

	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
      $2,000,000 at a price of $0.15 per share or higher (each, a “Unit”) (the
      “Financing”) on or before 130 days from the date of this Offer. The
      Financing must be substantially complete 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 Altar
      Resources and that that no material adverse change in the condition,
      business, properties or financial affairs of Altar Resources has occurred
      prior to the Effective Date

	 	 	 
	 	(f) 	
      if required, the receipt of shareholder approval by Altar
      Resources 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 Altar
      Resources 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
      Altar Resources 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
      November 30, 2011 (the “Outside Date”), or such other date as
      Enertopia and Altar Resources 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 Altar
      Resources



Altar Resources obligation to complete the Transaction will be
subject to the following conditions (the “Altar 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,







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

	 	 	 
	 	(c) 	
      if required, the receipt of shareholder approval by Altar
      Resources shareholders to the Transaction,

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

	 	 	 
	 	(e) 	
      Altar Resources 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 Altar Resources 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 Altar Resources Closing Conditions are for the exclusive
benefit of Altar Resources 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
November 30, 2011 or such other date agreed upon by the parties, Altar Resources
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 Altar Resources 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 Altar Resources 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). Altar Resources 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 Altar Resources, prior to
dissemination. 




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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 July 22, 2011, or such other date
as Enertopia and Altar Resources 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

Per:__________________________
Chris Bunka, CEO 

THIS OFFER is hereby accepted on the terms and
conditions set forth herein as of the ____ day of ______________, 2011. 

ALTAR RESOURCES 

Per: __________________________
David Lajack 

Per: __________________________
John Duncan