Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com









CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 1st day of
April, 2014. 

	BETWEEN: 
	  
	               
                         
         Enertopia Corp., a body corporate duly incorporated
      under the laws 
	               
                         
         of the State of Nevada, and having an Office at #205 – 171
  
	               
                         
         Commercial Drive, Kelowna, in the Province of British
      Columbia, 
	               
                         
         V1X 7W2 
	  
	               
                         
         (hereinafter called the "Company") 


OF THE FIRST PART 

	AND: 
	               
                         
         Ken Faulkner, an individual in the Province of British
      Columbia 
	               
                         
         residing at 4172 Gallagher’s Grove, Kelowna, B.C. V1W 3Z9
  
	  
	                                       (hereinafter
      called the "Consultant," or, “Consultant”) 


OF THE SECOND PART 

WHEREAS: 

A.              Consultant agrees to serve as Corporate Development
Manager to the Company and to provide services as described below, effective
April 1, 2014; 

B.              The Company is desirous of retaining the consulting services
of Consultant as a Corporate Development Manager, on a 90-day contract basis and
the Consultant has agreed to serve the Company as an independent contractor upon
the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.              The Consultant shall provide Corporate Development Manager
services to the CEO of the Company, and perform such tasks in general including but
not limited to the following: 




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Answering and initiating calls and communications of any kind
with various shareholders and investors for purposes of corporate
communications; finance; mergers; acquisitions; joint ventures; analysis of
various regulatory reports such as those required by the US Securities and
Exchange Commission and by various Provincial Securities Commissions in Canada;
preparing and editing Company presentations and generally communicating the
Company’s information. 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.

	 	 	 
	 	b) 	
      Contact Information. Prospective investor, partner,
      client, and shareholder information that is gathered and created by
      Consultant during the contract period shall become the property of the
      Company as it is utilized for the business purposes of the Company.
      Consultant is required to provide a copy of all such data to Company on a
      monthly basis by electronic file records.



2.              By virtue of this Agreement, the Company is expecting, and
Consultant is accepting, the responsibility of working, on average, 20 hours per
week, on behalf of the Company. Some weeks Consultant may be required to work
more than 30 hours and some weeks Consultant may be required to work less than
10 hours in order to fulfill the terms of this Agreement. During the time that
this Agreement remains in effect, the Consultant shall not act in any capacity
whatsoever, directly or indirectly for or for the betterment of any other non
related company, partnership, or project that competes within North America
within the same industry sector, without the Company’s prior written consent.


3.              The basic remuneration of the Consultant for its services
hereunder shall be at the rate of three thousand dollars ($3,000) per month
plus GST, together with any such increments or bonuses thereto as the CEO or
the Board of Directors of the Company may from time to time determine,
payable the 30th day of each calendar month. The Company may pay the
Consultant a bonus from time to time, at its sole discretion. The basic
compensation covers that time required by the Consultant to fulfill his tasks.
As well, a 5-year stock option of 100,000 shares, at an exercise price to be
determined at the time of award and as per regulations, to be issued in separate
certificate form. 

4.              The Consultant shall be responsible for the payment of its
income taxes and other remittances including but not limited to any form of
insurance as shall be required by any governmental entity (including but not
limited to EI, WCB, and federal and provincial income taxes) with respect to
compensation paid by the Company to the Consultant. 

5.              The terms "subsidiary" and "subsidiaries" as used herein
mean any corporation or company of which more than 50% of the outstanding shares
carrying voting rights at all times (provided that the ownership of such shares
confers the right at all times to elect at least a majority of the Board of
Directors of such corporation or company) are for the time being owned by or
held for the Company and/or any other corporation or company in like relation to
the Company and include any corporation or company in like relation to a
subsidiary. 

6.              The Consultant shall be reimbursed for all travelling and
other expenses actually and properly incurred by it in connection with its duties
hereunder, not including commuting to the office that is the normal place of
business. For all such expenses the Consultant shall furnish to the Company
statements, receipts and vouchers for such out-of-pocket expenses on a
monthly basis. The Consultant is pre-authorized to incur up to $500 per
month, cumulatively, in relevant expenses. Amounts over $500 per month must
be pre-approved by management of the Company or will be disallowed. Both
parties recognize that as the financial condition of the Company improves or
deteriorates, this amount may be increased or decreased without making changes
to this document, provided the Company makes Consultant aware of the changed
amount. 




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7.              The Consultant shall not, either during the continuance of
its contract hereunder or at any time thereafter, disclose the private affairs
of the Company and/or its subsidiary or subsidiaries, or any secrets of the
Company and/or its subsidiary or subsidiaries, to any person other than the
Directors of the Company and/or its subsidiary or subsidiaries or for the
Company's purposes and shall not (either during the continuance of its contract
hereunder or at any time thereafter) use for its own purposes or for any purpose
other than those of the Company any information it may acquire in relation to
the business and affairs of the Company and/or its subsidiary or subsidiaries,
unless required by law. Proprietary Information as that term is used herein
shall consist of all knowledge, data and information which the Consultant may
acquire from the documents and information disclosed to it by the Company, its
employees, attorneys, consultants, independent contractors, clients or
representatives whether orally, in written or electronic form or on electronic
media including, by way of example and not by limitation, any products, customer
lists, supplier lists, marketing techniques, technical processes, formulae,
inventions or discoveries (whether patentable or not), innovations, suggestions,
ideas, reports, data, patents, trade secrets and copyrights, made or developed
by the Company and related data and information related to the conduct of the
business of the Company. Proprietary Information shall also include discussions
with officers, directors, employees, independent contractors, attorneys,
consultants, clients, finance sources, customers or representatives and the fact
that such discussions are taking place. Proprietary Information shall not be
directly or indirectly disclosed to any other person without the prior written
approval of the Company. Proprietary Information shall not include matters of
general public knowledge, information legally received or obtained by the
Consultant from a third party or parties without a duty of confidentiality, and
information independently known or developed by the Consultant without the
assistance of the Company. 

8.              All contacts that the Consultant discusses Company business
with, will thereafter also be the property of the Company and all contact
information must be provided to the Company on an ongoing basis. 

9.              The Consultant shall well and faithfully serve the Company
or any subsidiary as aforesaid during the continuance of its contract hereunder
and use its best efforts to promote the interests of the Company. 

10.              This Agreement may be terminated forthwith by the Company
or Consultant without prior notice if at any time: 

	 	(a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	(b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	(c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors; or







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	 	(d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	(e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 10(a), 10(b), 10(c), 10(d), or
10(e), Consultant will be entitled to all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 30
days after the date of his termination. 

11.              In the event this Agreement is terminated by reason of
default on the part of the Consultant or the written notice of the Company, then
at the request of the Board of Directors of the Company, the Consultant shall
cause Consultant to forthwith resign any position or office which she then holds
with the Company or any subsidiary of the Company. The provisions of Paragraph 7
shall survive the termination of this Agreement for a period of 2 years
thereafter. 

12.              The Company is aware that the Consultant may have and may
continue to have financial interests in other companies. The Company agrees that
the Consultant may continue to devote time to such outside interests, PROVIDED
THAT such interests do not conflict with or hinder Consultant’s ability to
perform her duties under this Agreement. 

13.              The services to be performed by the Consultant pursuant
hereto are personal in character, and neither this Agreement nor any rights or
benefits arising thereunder are assignable by the Consultant without the
previous written consent of the Company. 

14. With the express exception of outstanding options granted
to Consultant as a result of Advisory Services previously performed, and any
prior investment made by Consultant in the Company, any and all previous
agreements, written or oral, between the parties hereto or on their behalf
relating to the agreement between the Consultant and the Company are hereby
terminated and cancelled and each of the parties hereto hereby releases and
forever discharges the other party hereto of and from all manner of actions,
causes of action, claims and demands whatsoever under or in respect of any such
previous agreements. 

15.              Any notice in writing or permitted to be given to the
Consultant hereunder shall be sufficiently given if delivered to the Consultant
personally or mailed by registered mail, postage prepaid, addressed to the
Consultant as its last residential address known to the Company. Provided any
such notice is mailed via guaranteed overnight delivery, as aforesaid shall be
deemed to have been received by the Consultant on the first business day
following the date of mailing. Any notice in writing required or permitted to be
given to the Company hereunder shall be given by registered mail, postage
prepaid, addressed to the Company at the address shown on page 1 hereof. Any
such notice mailed as aforesaid shall be deemed to have been received by the
Company on the first business day following the date of mailing provided such
mailing is sent via guaranteed overnight delivery. Any such address for the
giving of notices hereunder may be changed by notice in writing given hereunder.


16.              The provisions of this Agreement shall enure to the benefit
of and be binding upon the Consultant and the successors and assigns of the
Company. For this purpose, the terms "successors" and "assigns" shall include any person, firm or corporation or
other entity which at any time, whether by merger, purchase or otherwise, shall
acquire all or substantially all of the assets or business of the Company. 




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17.              Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the provisions of this Agreement. 

18.              This Agreement is being delivered and is intended to be
managed from the Province of British Columbia and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of such Province. Similarly no provision within this contract is deemed
valid should it conflict with the current or future laws of the United States of
America or current or future regulations set forth by the United States
Securities and Exchange Commission. This Agreement may not be changed orally,
but only by an instrument in writing signed by the party against whom or which
enforcement of any waiver, change, modification or discharge is sought. 

19.              This Agreement and the obligations of the Company herein
are subject to all applicable laws and regulations in force at the local, State,
Province, and Federal levels in both Canada and the United States. In the event
that there is an employment dispute between the Company and Consultant,
Consultant agrees to allow it to be settled according to applicable Canadian law
in an applicable British Columbia jurisdiction. 

21.              Any and all potential or actual common share award or stock
option award will be in compliance with all applicable regulations in the USA
and Canada.

22.              This contract will expire on June 30th, 2014
unless renewed or extended by mutual written consent of both parties prior to
that date. 

IN WITNESS WHEREOF this Agreement has been executed as of the
day, month and year first above written. 

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	April 1, 2014 
	Robert McAllister, 	 	  
	President, CEO 	 	  
	Enertopia Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	DATED: 
	 	 	 
	 	 	 
	Ken Faulkner 	 	  
	Corporate Development Manager