Cheetah Oil and Gas Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com






SETTLEMENT AGREEMENT

THIS AGREEMENT dated for reference the 31st of May,
2010.

BETWEEN:

		CHEETAH OIL & GAS LTD , a company
      duly incorporated under the laws of the State of Nevada and having its
      registered and records office at Box 172 Station A, Nanaimo BC, V9R 5K9 Ph
      250- 714-1101 FAX 250-714-1186 
	
	 	 	 
	 	(the “Company”) 	 


OF THE FIRST PART 

AND:

		ENERTOPIA CORP, (FORMERLY GOLDEN ARIA CORP)
      a company duly incorporated under the laws of the State of Nevada and
      having an office at Suite 1004 – 1708 Dolphin Ave, Kelowna BC, V1Y 9S4 Ph
      250-717-0977 FAX 250-717-0677 
	
	 	 	 
	 	(the “Assignee”) 	 


OF THE SECOND PART

WHEREAS:

A.       The Assignee on or about
August 28, 2009, entered into an assignment agreement with the Company whereby
the Assignee paid a fee of US$45,000.00 to earn a 57.76% share of the Company’s
8% interest in a proposed oil well to be drilled in Wilkinson County,
Mississippi (the “Assigned Interest”).

B.       As of the date of this
Settlement Agreement, the oil well has not been drilled, due to weather
conditions beyond the Company’s control. There is some doubt as to when or if
this well will be drilled in any reasonable time period. 

C.       The Assignee and the
Company wish to settle the existing Assigned Interest by making such assignment
null and void, and issuing common shares and warrants of the Company in exchange
for the $45,000.00 earlier received by the Company.

NOW THEREFORE WITNESSETH that in consideration of the premises
and of the covenants and agreements set out herein, the parties hereto covenant
and agree as follows:

1.        
ACKNOWLEDGMENT OF CLAIM

1.1       The Company
acknowledges and agrees that it holds US$45,000.00 furnished to it by the
Assignee.

2.        
ALLOTMENT AND ISSUANCE OF SECURITIES

2.1       The Company agrees to
allot and issue to the Assignee 375,000 restricted shares in the capital of the
Company (the “Shares”) at a deemed price of US$0.12 per Share for each US$0.12
of the claim amount, and for each such share so issued, will issue one warrant
to purchase a further share of the Company at a price of US$0.20 per share for a
term of two years (the “Warrants”) as full and final settlement of the
US$45,000.00.




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2.2       The Assignee hereby
agrees that, upon delivery of the Shares and the Warrants by the Company in
accordance with the provisions of this Agreement, that the claim will be fully
satisfied and extinguished effective as of the date set out above, and the
Assignee will remise, release and forever discharge the Company and its
directors, officers and employees from any and all obligations relating to the
Assigned Interest and the original oil well assignment dated August 28,
2009.

2.3       The Assignee hereby
agrees that, upon delivery of the Shares and the Warrants by the Company in
accordance with the provisions of this Agreement, that the Assigned Interest
shall revert back to the Company and that the Assignee shall have no claim over
the Assigned Interest.

3.        
REGULATORY RESTRICTIONS

3.1       The Assignee
acknowledges to the Company that:

	 	(a) 	
      the Company is relying on exemptions from the
      registration requirements of the U.S. Securities Act of 1933. The
      shares and warrants have not been registered under the U.S. Securities
      Act of 1933 and may not be offered or sold in the United States or to
      U.S. persons unless registered under such Act or an exemption from the
      registration requirements of such act, as available.

	 	 	 
	 	(b) 	
      the Assignee will be the beneficial owner of the
      Shares;

	 	 	 
	 	(c) 	
      the Shares are not being acquired as a result of any
      material information that has not been generally disclosed to the
      public;

	 	 	 
	 	(d) 	
      with respect to the issuance of the Shares and the
      Warrants, the Company is relying on the exemption from the prospectus and
      registrations requirements provided by Section 2.13 – Petroleum, Natural Gas and Mining Properties as
      provided in National Instrument 45-106 Prospectus and Registration
  Exemptions;

	 	 	 
	 	(e) 	
      the Assignee is an accredited investor; and

	 	 	 
	 	(f) 	
      the Assignee will seek its own independent legal advice
      as to any restrictions imposed by the U.S. Securities Act of 1933
      on the Assignee respecting disposition of the Shares.

	 	 	 
	 	(g) 	
      the Shares and Warrants to be issued in satisfaction of
      the debt will be subject to the following legend:

	 	 	 
	 		
      “The securities evidenced by this certificate have not
      been registered under the United States Securities Act of 1933, as
      amended, or any applicable U.S. State securities law, and no interest
      therein may be sold, distributed, assigned, offered, pledged or otherwise
      transferred or disposed of unless (a) there is an effective registration
      statement under such act and applicable United States State securities
      laws covering any such transaction involving said securities, or (b) this
      corporation receives an opinion of legal counsel for the holder of these
      securities (concurred in by legal counsel for this corporation) stating
      that such transaction is exempt from registration, or (c) this corporation
      otherwise satisfies itself that such transaction is exempt from
      registration.

	 	 	 
	 		
      Unless permitted under securities legislation, the
      holder of this security must not trade the security before October 5,
      2010”



4.         
GENERAL PROVISIONS

4.1        Time shall be of the
essence of this Agreement.

4.2       The Company and the
Assignee shall execute such further assurances and other documents and
instruments and shall do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.




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4.3       The provisions herein
contained constitute the entire agreement between the parties and supersede all
previous understandings, communications, representations and agreements, whether
written or verbal, between the parties with respect to the subject matter of
this Agreement.

4.4       This Agreement shall be
governed by and construed in accordance with the laws of the United States. 

4.5       All dollar amounts referred to in this Agreement have been expressed in United
  States currency, unless otherwise indicated.

4.6       This Agreement shall
enure to the benefit of and be binding upon each of the parties and their
respective heirs, executors, administrators, successors and assigns, as the case
may be.

IN WITNESS WHEREOF the parties hereto have executed these
present on the 31st day of May, 2010.

	ENERTOPIA CORP. 	 	) 
	  	 	) 
	  	 	) 
	  	 	) 
	     Authorized Signatory 	 	) 
	  	 	) 
	  	 	) 
	  	 	) 
	  	 	) 
	     Authorized Signatory 	 	) 
	  	 	) 



	CHEETAH OIL & GAS LTD. 	 	) 
	  	 	) 
	  	 	) 
	  	 	) 
	Authorized Signatory 	 	) 
	  	 	) 
	  	 	) 
	  	 	) 
	  	 	  
	Authorized Signatory