Enertopia Corporation - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

NOTE REGARDING FORWARD LOOKING STATEMENTS 

Certain information in this Offering Memorandum is “forward
looking information” within the meaning of applicable securities laws. Forward
looking information is frequently characterized by words such as “plan”,
“expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” or other
similar words, or statements that certain events or conditions “may” or “will”
occur. Forward looking information involves significant known and unknown risks
and uncertainties. A number of factors, many of which are beyond the control of
the Issuer, could cause actual results to differ materially from the results
discussed in the forward looking information. Although the forward looking
information contained in this Offering Memorandum is based upon assumptions
which management of the Issuer believes to be reasonable, the Issuer cannot
assure investors that actual results will be consistent with this forward
looking information. Because of the risks, uncertainties and assumptions
inherent in forward looking information, prospective investors in the Issuer’s
securities should not place undue reliance on this forward looking information.


In particular, this Offering Memorandum contains forward
looking information pertaining to business development plans, mineral
exploration and other expectations, beliefs, plans, goals, objectives,
assumptions, information. Undue reliance should not be placed on forward-looking
information. Forward-looking information is based on current expectations,
estimates and projections that involve a number of risks which could cause
actual results to vary and, in some instances to differ materially from those
anticipated by the Issuer and described in the forward-looking information
contained in this Offering Memorandum.

Some but not all of the factors affecting forward-looking
statements include: the speculative nature of mining exploration, production and
development activities; changes in reserve estimates; the productivity of the
Issuer's proposed properties; changes in the operating costs; changes in
economic conditions and conditions in the resource, foreign exchange and other
financial markets; changes of the interest rates on borrowings; hedging
activities; changes in commodity prices; changes in the investments and
exploration expenditure levels; litigation; legislation; environmental,
judicial, regulatory, political and competitive developments in areas in which
the Issuer operates; technological, and mechanical and operational difficulties
encountered in connection with the Issuer's exploration and development
activities. The foregoing list of risk factors is not exhaustive. Prospective
investors should refer to the risk disclosures set out in the periodic reports
and other disclosure documents filed by the Issuer from time to time with
regulatory authorities. 

Forward-looking information is based on the estimates and
opinions of the Issuer at the time the information is presented. The Issuer
assumes no obligation to update forward-looking information should circumstances
or the Issuer’s estimates or opinions change, except as required by law. 

PROSPECTIVE INVESTORS SHOULD THOROUGHLY REVIEW THIS OFFERING
MEMORANDUM AND ARE ADVISED TO CONSULT WITH THEIR OWN LEGAL AND TAX ADVISORS
CONCERNING THIS INVESTMENT. 




2

ENERTOPIA CORPORATION 

 

OFFERING MEMORANDUM 
Form 45-10GF3 

 

Amended as of April 4, 2012




Form 45-106F3 – Offering Memorandum for Qualifying Issuers



	Date: 	
      Amended April 4 2012. 

	The Issuer: 	
      

	           Name: 	
      Enertopia Corp. (the "Issuer" or the “Company”)


	           Head
      Office: 

	
      950 – 1130 West Pender Street 
Vancouver, British
      Columbia 
Canada, V6E 4A4 

	           Issuer’s
      Solicitors: 

	
      Macdonald Tuskey, Corporate and Securities Lawyers
      
4th Floor - 570 Granville Street, 
Vancouver BC V6C 3P1 

	           Phone
      Number: 	
      604-602-1033 

	           E-mail
      address: 	
      bossbunka@gmail.com 

	           Fax Number:
    	
      604-685-1602 

	           Current
      Listing
      and/or 
           Quotation:
    	
      The Issuer is quoted for trading on the Over-the-Counter
      Bulletin Board and listed for trading on the Canadian National Stock
      Exchange. 

	           Reporting
      Jurisdictions: 	
      The Issuer is reporting in the Provinces of British
      Columbia and Ontario and in the United States. 

	The Offering: 	
      

	           Securities
      Offered: 	
      Up to 25,000,000 units (the "Units"), each Unit to
      consist of one common share of the Issuer (each, a “Share”) and one Share
      purchase warrant (each, a “Warrant”). Each Warrant will be exercisable
      into one further Share (a “Warrant Share”) at a price of US$0.15 per
      Warrant Share for a period of twelve (12) months following closing; or at
      a price of US$0.20 per warrant share for a period that is twelve months
      and one day to twenty- four (24) months following closing. See Item 5.
    

	           Price per
      Security: 	
      US$0.10 per Unit. 

	           Minimum
      / Maximum Offering 

	
      The offering of Units is subject to a minimum
      subscription of 2,000,000 Units for gross proceeds of US$200,000 (the
      “Minimum Subscription”). 

The offering of Units is subject to a
      maximum overall subscription of 25,000,000 Units for gross proceeds of
      US$2,500,000 (the “Maximum Subscription”). 

Funds available
      under the offering may not be sufficient to accomplish our proposed
      objectives. 

	           Minimum
      /
      Maximum 

           Subscription
      Amount: 
	
      Each investor must invest a minimum of US$1,000.
      

Each investor may invest a maximum of US$10,000. 


	           Payment
      terms: 	
      The subscription proceeds must accompany the form of
      subscription agreement attached to and forming a part of this Offering
      Memorandum, and shall be paid by immediately available good funds in
      either Canadian or US currency, drawn on a Canadian, or other chartered
      bank reasonably acceptable to the Issuer, made payable by certified cheque
      and/or bank draft and made payable and delivered to the Issuer’s
      Solicitors, Macdonald Tuskey, Corporate and Securities Lawyers, at 4th
      Floor - 570 Granville Street, Vancouver BC V6C 3P1. Alternatively, payment
      of the subscription proceeds can be made by wire transfer of funds to a
      bank account of the Issuer, the particulars of which will be provided to
      investors. 

	           Proposed
      Closing Date: 	
      Once the Minimum Subscription has been reached, closings
      will occur periodically on a "first come, first served" basis. See Item 5.
      

	           Income Tax
      Consequences: 	
      There are important tax consequences to these securities.
      See item 6. 

	           Selling
      Agent: 	
      Yes. See item 7. 

	Resale Restrictions: 

	
      You will be restricted from selling your securities for 4
      months and a day. See item 10. 

There are also United States resale
      restrictions on the securities. 

	Purchaser’s Rights: 	
      You have two business days to cancel your agreement to
      purchase these securities. If there is a misrepresentation in this
      Offering Memorandum, you have the right to sue either for damages or to
      cancel the agreement. See item 11. 




No securities regulatory authority or regulator has assessed
the merits of these securities or reviewed this Offering Memorandum. Any
representation to the contrary is an offence. This is a risky investment. See
item 8. 




Currency 

In this Offering Memorandum, unless otherwise noted, all dollar
amounts are expressed in US dollars. An exchange rate of 1.00 is used in this
Offering Memorandum when discussing the conversion of United States dollars to
Canadian dollars and an exchange rate of 1.00 is used for conversion of Canadian
dollars to United States dollars. 

ITEM 1: USE OF AVAILABLE FUNDS 

Available Funds 

Upon completion of the Offering, the Issuer anticipates that
the following funds will be available to it for the next twelve month period:



	
	
	Assuming min. offering 
	Assuming max. 
offering
  
	A 	Amount to be raised by this
      offering 	$200,000 	$2,500,000 
	B 	Selling commissions and fees 	$14,000 	$175,000 
	C 	Estimated offering costs (e.g.,
      legal, accounting, audit) 	$50,000 	$50,000 
	D 	Available funds: D = A – (B + C)
    	$136,000 	$2,275,000 
	E 	Additional sources of funding
      required 	$0 	$0 
	F 	Working capital deficiency
      (February 29, 2012) 	($127,000) 	($127,000) 
	G 	Total: G = (D + E) – F 	$9,000 	$2,148,000 







2

Use of Available Funds 

The Issuer anticipates that up to $2,275,000 will be available
to it upon conclusion of the Maximum Subscription and $136,000, if the Minimum
Subscription is closed. The principal purposes for which these funds will be
used over the next twelve months are as follows: 


  	Description 	Amount 
	Minimum
        
 PP 	Maximum
        
 PP 
	Mildred Peak Property Payments (US $55,000) (1)
      	$55,000 	$55,000 
	Copper Hills Property Payments (US $18,500) (1)
      	$11,000 	$18,500 
	Phase I Drilling Copper Hills (US $720,000) (1)
      	$0 	$720,000 
	Phase II Drilling Copper Hills (if warranted)(1)
      	$0 	$1,210,000 
	Exploration Work Mildred Peak (US$115,000) (1)
        
	$0 
	$115,000 

	To fund general and administrative expenses 
	$70,000 
	$144,000 

	As a reserve for unallocated working capital 	$0 	$12,500 
	Total: 	$136,000 	$2,275,000 




Note: (1) Based upon an exchange rate of 1.0.


Reallocation 

We intend to spend the available funds as stated. We will
reallocate funds only for sound business reasons. 

Insufficient Funds 

The funds available as a result of the Offering may not be
sufficient to accomplish the Issuer’s proposed objectives and there is no
assurance that alternative financing will be available. 

ITEM 2: INFORMATION ABOUT THE ISSUER 

General 

The Issuer is a mineral resource and renewable energy company
that is pursuing business opportunities in mineral resource exploration and
several clean technology sectors. 




3

Reference is made to Item 1. (Business) in the Issuer’s Form
10-K (Annual Information Form), filed on SEDAR on November 29, 2011, for
disclosure relating to the Issuer’s business history and current business.


Mineral Resource Division 

The Issuer’s mineral resource properties are currently in the
exploration stage. The Issuer holds the rights, through two separate mineral
property option agreements, to acquire the rights to two properties, known as
the Copper Hills Project in New Mexico and the Mildred Peak Project in Arizona.


The Issuer has and intends to conduct exploration activities on
its Copper Hills Project in New Mexico in the search for base metals,
specifically copper and silver. 

Project Description and Location: 

The following information with respect to the Copper Hills
Project is derived from a National Instrument 43-101 compliant report entitled
"Technical Repot on the Copper Hills Property Cat Mountain Mining District,
Socorra County, New Mexico, USA". The full text of the Technical Report is
available for review at the office of the Company at 950 – 1130 West Pender
Street, Vancouver, British Columbia, Canada V6E 4A4 and may also be accessed
online, under the Company's SEDAR profile at www.sedar.com. 

Property Description and Location 

Location

The Copper Hills property is located in Socorro County, New
Mexico, approximately 15 km west of the village of Magdalena. The Copper Hills
property consists of a group of 56 contiguous unpatented lode mining claims.
Access is via US Hwy 60 from the city of Socorro, some 60 km to the east. The
property straddles two United States Geological Survey 7.5’ quadrangle map
sheets (Tres Montosas, New Mexico [west] and Arroyo Landavaso, New Mexico
[east]). The claims cover parts of: Meridian 23 Township 3S Range 5W Sections 6,
7 Meridian 23 Township 3S Range 6W Sections 1,12 

Property Description 

The Copper Hills property consists of 56 contiguous unpatented
lode mining claims (COPPER HILLS #1, Wildhorse 1-15; 21-24; 30-55 and Timberwolf
16-20; 25-29). All of the claims are owned or controlled by Wildhorse Copper
(AZ), Inc., an Arizona corporation. Wildhorse Copper (AZ), Inc. is a wholly
owned subsidiary of Wildhorse Copper, Inc., a British Columbia, Canada
corporation. The combined area of the landholdings represents approximately 468
hectares (~1,150 acres). The property has not been legally surveyed.

The Bureau of Land Management (United States Federal
government) holds the surface rights. There is no privately held land on the
Copper Hills property. 

The 46 Wildhorse claims and 10 Timber Wolf claims were located
with the use of a global positioning system (“GPS”) and tied to section corners
and geodetic control points. The claim staking work was carried out on behalf of
Wildhorse by Environmental Field Services, LLC, of Oracle, Arizona, a firm
specializing in land surveying and claim staking. This work was completed
between February 28 and October 1, 2011.




4

A yearly maintenance fee of US$140 per claim must be paid to
the Bureau of Land Management on or before September 1 of each year to maintain
the title to the claims in good standing. In addition an annual “Notice of
Intent to Hold“ for each claim must be filed with the Socorro County Recorder.
The county recordation filing fee per claim is $9.00 per document page plus
$2.00 per each additional page.

Maintenance and recordation fees through the 2011 maintenance
year have been paid to the Bureau of Land Management and the Socorro County
Recorder's office.

To the author’s knowledge the property interest is subject only
to the normal environmental regulations and liabilities as stipulated under the
laws of New Mexico and the United States of America and the sufficiency of
rights for exploration and mining operations on the property is subject only to
the normal procedures and permits under the laws of the United States of
America.

Prior to the commencement of any activity that may produce a
disturbance to the surface (i.e. drilling), Enertopia will need to provide the
Bureau of Land Management a financial guarantee under an approved ‘Plan of
Operations’. The ‘bond’ amount must cover the estimated cost to contract a third
party to reclaim the disturbance due to operations. The Bureau of Land
Management State office will authorize and maintain the bond instrument. Permits
will then be needed to required construct drill sites and drainage sumps.

At the time of this report Enertopia had not made application
for any permits nor had posted a financial assurance bond. Reclamation of some
disturbances by previous owners has occurred. The author understands that the
Bureau of Land Management covered and secured at least one site (a shallow
shaft) on the property in late 2007. 

Enertopia Corporation has entered into a definitive mineral
property option agreement dated April 11, 2011 with Wildhorse Copper Inc. and
its wholly owned subsidiary Wildhorse Copper (AZ) Inc. respecting an option to
earn a 100% interest, subject to a 1% NSR capped to a maximum of $2,000,000 on
one claim, in the Copper Hills property. The Copper Hills property is comprised
of 56 located mining claims covering a total of 1,150 acres (468 hectares)
located in Socorro County, New Mexico, USA. Wildhorse Copper Inc. holds the
Copper Hills property directly and indirectly through property purchase
agreements between Wildhorse Copper (AZ) Inc. and third parties (collectively,
the "Indirect Agreements"). Pursuant to the option agreement between Enertopia
Corporation and Wildhorse Copper Inc., Wildhorse has assigned the Indirect
Agreements to Enertopia Corporation.

In order to earn the interest in the Copper Hills property,
Enertopia Corporation is required to make aggregate cash payments of $591,650
over an eight year period and issue an aggregate of 1,000,000 shares of its
common stock over a three year period. As of April 11, 2011, Enertopia
Corporation has made aggregate cash payments of $61,650 to the respective claim
owners and issued 500,000 shares to Wildhorse Copper Inc. The securities issued
in the acquisition are subject to a hold period in Canada expiring on August 12,
2011. These securities are also restricted for United States securities laws
purposes and are subject to the applicable hold periods.

Geological Setting 

The property is located within the physiographic province known
as the Datil-Mogollon Section, locally characterized by volcanic highlands.

The geology of the project area was described by Wilkinson
(1976). A northerly trending fault separates volcanic rocks to the west from
younger piedmont gravels, alluvium and basalt to the east. Volcanic rocks are
dominantly Oligocene ‘Spears Formation’ andesitic volcaniclastics. The important
‘Nipple Mountain’ tuff member is an interbedded lithic and variably welded tuff
with deposition controlled by northeast and east-northeast trending, partly fault bounded paleovalleys. The
overlying ‘Hells Mesa Formation’ and the ‘A-L Peak Tuff’ represents a change to
ash flow volcanism related to the Mt. Withington caldera collapse. The caldera
margin is situated 7 1⁄2 km south of the Copper Hills prospect.




5

Structurally the property is situated within a north-northwest
trending uplifted block bounded to the east by the ‘Mulligan Gulch’ graben.
Three major structural trends are present at Copper Hills. The west-northwest
trending ‘Capitan’ lineament is a pre-volcanic feature that was reactivated in
the Oligocene. The northeast to east-northeast trending ‘Morenci-Magdalena’
lineament is also a basement feature that in part controlled deposition of the
Nipple Mountain tuff. The north to 335° trend reflects the monoclinal eastern
edge of the uplifted block and controlled the emplacement of intrusive stocks
and later Basin and Range faulting. Convergence of the three structural trends
in the vicinity of the Copper Hills prospect resulted in an intense shattering
of the rocks.

Mineralization 

Mineralization at Copper Hills includes fracture controlled and
disseminated copper oxides (plus silver) at the Copper Hills prospect and
epithermal gold-silver veins. Wilkinson (1976) describes previous work conducted
on the property. Various stakeholders held mining claims in the area almost
continuously between 1950 and 2007. During the 1950’s minor copper oxide
production from the Copper Hills main outcrop took place and five short holes
were drilled. In 1968 the Banner Mining Company reportedly drilled a deeper hole
to 1,622 ft (494.5 m) and intersected pervasive propylitic alteration with
abundant fresh and oxidized pyrite throughout the hole. Samples taken from the
last 100 ft reportedly contained small amounts of pyrite plus chalcopyrite,
sphalerite and galena. Numerous other prospecting pits and shafts are found on
the property and most appear to be related to exploration and minor extraction
of minerals associated with epithermal vein type systems. The Banner hole is on
the eastern edge of a strong IP-chargeability anomaly defined by the IP survey
completed by Wright geophysics in August, 2011.

The deposit model being investigated by Enertopia for economic
potential at the Copper Hills project is that of epigenetic supergene Cu-Ag
deposits, with potential for deeper porphyry-style mineralization.

The most recent exploration work done at Copper Hills was by
Coyote Copper in the early part of 2008 which included a ground magnetics
geophysical survey, followed by a reconnaissance and field verification mapping
and rock chip sampling program and a soil sampling geochemical survey. Enertopia
engaged Wright geophysical to manage an IP geophysical survey conducted in
August, 2011. Wright also interpreted the results and provided a technical
report. The original author of this report (Wiese) visited the Copper Hills
project in early February, 2008 on behalf of Coyote Copper. The present author
(Cleary) visited the property on August 31, 2011, on behalf of Enertopia
Corp.

Compilation of historical information on the Copper Hills
prospect combined with the outcome of the above mentioned exploration work, as
carried out by Coyote Copper and its consultants, have herein resulted in a
recommendation for further work to be performed by Enertopia Corporation.

This report has been prepared in accordance with Canadian
National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI
43-101”). The original report was prepared in April, 2011 by Claus Wiese,
P.Eng., of Tucson, Arizona, USA, an independent Qualified Person (as defined
within the connotation of NI 43-101). This subsequent update to the report was
prepared in September, 2011 by John G. Cleary, CPG & RG of Reno, Nevada,
USA, also an independent Qualified Person (as defined within the connotation of
NI 43-101). The material change to the project during that time interval was the
completion of the ground IP-Resistivity survey, which Wiese recommended in the
original report.

Accessibility, Climate, Local Resources, Infrastructure and
Physiography




6

The Copper Hills project area is located within Socorro County,
New Mexico, approximately 15 km west of the village of Magdalena (pop. 900). The
City of Socorro (pop. 9,000) located about 60 km west of the property offers a
broad range of services. Albuquerque, New Mexico (pop.+500,000) is approximately
150 km north-northeast of the property, and is a major center for equipment,
supplies, labor, logistics and services.

There is easy access to the property from Socorro (through
Magdalena) along US Hwy 60, which crosses the property. Electric power and fiber
optic telecommunications parallel Hwy 60. There are numerous unimproved ranch
roads and trails that provide good access to the remainder of the area.

The property is located within the physiographic province known
as the Datil-Mogollon Section, locally characterized by volcanic highlands
(Hawley, 1986). The claim group is situated between the Gallinas Mountains to
the north and the San Mateo Mountains in the south. Local terrain is flat to
rolling hills with elevations between 2,125 m (6,970 ft) and 2,260 m (7,410 ft).
The area is part of New Mexico’s woodland rangelands; vegetation is classified
as belonging to the Juniper Savanna ecotone. Juniper, cedar and some pinon
bushes are common atop grassy surface growth.

The climate is considered semi-arid with precipitation between
1-2 cm per month and 5 cm per month average during summer monsoon season (July –
September). The temperature is mild to moderate. Ambient temperatures for this
region range from -5°C to +10°C (fall/winter) and +5°C to +30°C
(spring/summer).

The physiography and climate pose no significant difficulties
to exploration and mining activities in the area. The property has ample room
for potential mine and mill operations and facilities. 

History 

Mining History – Socorro County

The following mining history for the area is summarized from
Padilla (2001).

In 1866 lead was discovered in the Magdalena district, and in
1867 silver was found in the Socorro Peak district. By the 1880's, the mining
boom in Socorro County was in full swing, with crowded camps and tent cities
dotting the land. In a six-month period in 1880-81, nearly 3,000 different
mineral deposits were located and dozens of new towns developed including Kelly
(population 5,000) and Magdalena, the two principal boom towns in Socorro
County. Magdalena, which had begun as a collection of tents, grew substantially
with the development of a railroad line from Socorro. A smelting plant erected
in 1881 near Socorro treated ore from the Kelly and other mines until 1893. In
1896, a new smelter was constructed in Magdalena which then became the smelting
town for the mine operations in both Magdalena and Kelly districts. 

In a forty-year period, from the 1880's to the 1920's,
Magdalena district production was valued at some $60 million. In addition, coal
mines were opened near Carthage between 1880 and 1885 to supply fuel for
locomotives, mills, and smelters. This further increased the mineral production
level during Socorro County's boom years.

In the early 1900’s, as lead and silver were being mined, a
zinc carbonate mineral, smithsonite, was discovered at Kelly. Smithsonite was
previously discarded as waste rock.. Kelly’s second wind of prosperity started
as smithsonite was recovered from tailings piles and other leased properties.
The mines of the Kelly area became New Mexico’s leading zinc producers
and were known for the high quality smithsonite mined from the area. By 1931 the
smithsonite deposits were exhausted and mining throughout the district
decreased. 




7

Previous Work 

Prior to Coyote acquiring its land position in the Copper Hills
area, various stake holders had actively held mining claims there continuously
between 1950 and 2007. The most active period occurred between 1950 and 1995 in
which a core part of the property was held by a consortium of partners for as
many as 45 years.

Previous work in and surrounding the Copper Hills project area
was focused on the epithermal gold-silver vein mineralization in the Cat
Mountain Mining district and disseminated copper (+/- silver) mineralization at
the Copper Hills prospect. Wilkinson (1976) provides an overview of known
historical work and previous operators.

Cat Mountain

The Cat Mountain gold mining district, 1.5 miles (2.4 km) south
of the Copper Hills property, was active around 1900. A 20-stamp amalgamating
mill was erected in 1902. The mill operated for a short time until 1903 when it
was closed down. It was reported (Jones, 1904) that the gold mineralization at
Cat Mountain was mainly refractory in nature. Hence, recovery was poor owing to
the technology of the time. Production figures are not documented. The author is
not aware of any other particulars including names of the operators.

Copper Hills prospect

The Copper Hills prospect is located in Township 3S, Range 5W
and Section 6, approximately 1600 ft (about 490 m) south of US Hwy 60. It is an
oxide copper body with mineralization disseminated in a highly silicified and
fractured Tertiary volcanic tuff unit. Workings consist of a shaft and several
excavations, one of which is 130 m in length. It is thought this work was
carried out in the early 1950’s, but details are not confirmed at this time. The
author is not specifically aware of who all the individual operators were and
has relied on Wilkinson’s (1976) report for these descriptions. Total production
was said to be 356 tons which averaged 3.01 oz. silver per ton and 0.81% copper.
Trace amounts of gold and up to 1.33% lead have also been reported.

Historic Drilling

On the ridge above the excavation at the Copper Hills prospect,
5 short drill holes were completed, oriented along a northeast-southwest line.
It is thought this drilling was done during the early 1950’s. Wilkinson (1976)
reports that the drill holes, apparently completed during the 1950’s, all
intersected copper mineralization.




8

In 1968, Banner Mining Company drilled a vertical diamond drill
hole to 1,622 ft. (494.5 m.). It was located approximately 10 m south of the
Copper Hills prospect. Copper, lead and zinc sulphide mineralization was
encountered towards the bottom of the hole. The author has not seen the original
report by Banner and has relied on Wilkinson (1976). 

Sampling and Security 

Mayor undertook to sample selected mineralized outcrops. A
total of 55 samples were collected as follows: 21 from the Copper Hills
prospect, 18 from vein prospects and 16 of the Nipple Mountain tuff. The
material was broken using a rock hammer and the pieces were packed in heavy
cloth sample bags, tied with cloth laces, and marked with a unique sample
identification number. The sample location was taken using a handheld GPS device
(setup in UTM Zone 13N coordinates and using the NAD27 datum). The sample was
geologically described and together with the location information recorded into
a field book. Sample weights ranged from 1.5 to 6 kg.

All samples were taken back to Tucson, Arizona by Mayor from
where he shipped them to ALS Chemex Laboratories in Elko, Nevada for preparation
and subsequent analysis in Vancouver, Canada. 

Other Work

Numerous prospecting pits and shafts are found on the property
north of Hwy. US 60. Most appear to be related to exploration and extraction of
minerals associated with epithermal vein type systems. It is unclear when, or
over what period of time this work was carried out, or by whom.

Mineral Resource and Mineral Reserves

NONE 

Mining Operations

NONE 

Exploration Proposal 

This proposal is based on a two phase exploration program.
Phase 1 would commence with 3 core drill holes to an average depth of 550 meters
designed to test the strong IP-chargeability anomalies defined by the
geophysical survey completed in August, 2011. In addition, reverse circulation
drilling will be undertaken to verify the grade and extent of the copper
(+silver) mineralization as documented by previous operators, within and
peripheral to the Copper Hills Prospect. This is will require about 750 m of
drilling in 10 reverse circulation holes each about 75 m in depth spaced on a 50
m x 50 m grid. The total Phase 1 program will cost of $720,000. Contingent upon
Phase 1 providing positive results it is recommended for Phase 2 that additional
drilling be undertaken to add to the grade and extent of the copper (+silver)
mineralization as documented by previous operators, within and peripheral to the
Copper Hills Prospect. This is will require about 1,500 m of drilling in 20
reverse circulation holes each about 75 m in depth designed to extend the a 50 m
x 50 m grid.

An additional 2,500 m of core drilling is recommended to offset
the two core holes into the IP anomaly. Other facets of a Phase 2 program
include conducting additional geological mapping, prospecting and sampling of priority targets based on geophysical and
geochemical survey interpretations. The cost of Phase 2 will be about
$1,210,000. The total for both phases is US$1,930,000.




9

Additionally, the Issuer intends to conduct exploration
activities on its Mildred Peak Project in Arizona in the search for precious
metals, specifically gold and silver.

Reference is made to Item 1. (Business) in the Issuer’s Form
10-K (Annual Information Form), filed on SEDAR on November 29, 2011, for
disclosure relating to the mineral property agreements for each of the Copper
Hills Project and the Mildred Peak Project. 

Reference is made to the Issuer’s Technical Report (NI
43-101), filed on SEDAR on November 2, 2011, for disclosure relating to the
Copper Hills Project. 

Clean Technology Division 

The Issuer is currently involved in the following clean
technology sectors, Solar Thermal (Hot Water), Energy Retrofits and Recovery and
Solar powered Filtered Drinking Water.

The Issuer’s involvement in the clean technology sector is
indirect through equity holdings in companies that are involved in each
respective sector. 

The Issuer currently owns an 8.25% equity investment into Pro
Eco Energy USA Ltd., a clean tech energy company involved in designing,
developing and installing solar energy solutions for commercial and residential
customers. 

Additionally, the Issuer, as of November 30, 2011, held an
8.56% interest in Global Solar Water Power Systems Inc., (“GSWPS”) a private
company beneficially owned by Mark Snyder, our company’s Chief Technical
Officer. GSWPS owns certain technology invented and developed by Mark Snyder for
the design and manufacture of certain water filtration equipment, and is
pursuing other clean energy opportunities. Current products offered by GSWPS
include a portable solar powered trailer mounted water purification unit that
can be delivered and operated nearly anywhere in the world and can provide a
village, resort, or remote work-camps with all their drinking water and domestic
water requirements. 

Reference is made to Item 1. (Business) in the Issuer’s Form
10-K (Annual Information Form), filed on SEDAR on November 29, 2011, for
disclosure relating to the Issuer’s clean technology division. 

Existing Documents Incorporated by Reference 

Information has been incorporated by reference into this
Offering Memorandum from documents listed in the table below, which have been
filed with securities regulatory authorities or regulators in Canada. The
documents incorporated by reference are available for viewing on the SEDAR
website at www.sedar.com. In addition, copies
of the documents may be obtained on request without charge from the Issuer, c/o
Macdonald Tuskey Corporate and Securities Lawyers, Suite 400-570 Granville
Street, Vancouver, BC V6C 3P1 Attention: William L. Macdonald. 

Documents listed in the table and information provided in those
documents are not incorporated by reference to the extent that their contents
are modified or superseded by a statement in this Offering Memorandum or in any
other subsequently filed document that is also incorporated by reference in this
Offering Memorandum. 




10


  	

        
Description of Document 	Date of 

        Document
      and/or 
SEDAR Filing 
	Annual Information Form (Form 10-K) (includes August 31,
      2011 Financial Statements & MD&A) 	November 29, 2011 
	Interim Financial Statements (Form 10-Q) (includes November
      30, 2011 Financial Statements and MD&A) 	January 17, 2012 
	Management Information Circular 	March 9, 2011 
	News Release, staking of additional claims Copper Hills 	February 2, 2012 
	Material Change Report relating to entry into agreement
      with Trident Financial 	November 15, 2011 
	News Release of the Issuer, announcing terms of the
      Director’s Loan 	February 9, 2012 
	Material Change Report relating to Mildred Peak Aquisition
    	October 11, 2011 
	Material Change Report relating to entry into agreement
      with Peter Grandich 	October 3, 2011 
	News Release of the Issuer, announcing terms of the
      Offering 	February10, 2012 
	Amended Form 10-K (includes August 31, 2011 Financial
      Statements & MD&A) 	March 14, 2012 
	Material Change Report relating to one new Director and two
      new Advisors 	March 19, 2012 
	Material Change Report relating to entry into agreement
      with Coal Harbor Communications 	March 27, 2012 
	Material Change Report relating to annual property payment
    	March 30, 2012 
	Notice of Annual General Meeting 	April 11, 2012 
	News Release of the Issuer, Mildred Peak ROFR property to
      be diamond- drilled 	April 4, 2012 
	News Release of the Issuer, Copper Hills 43-101 	November 2, 2011 
	News Release of the Issuer, Mildred Peak Aquisition 	October 11, 2011 
	News Release of the Issuer, IP/Res Survey Copper Hills 	September 12, 2011
  



Existing Documents Not Incorporated by Reference 

Other documents available on the SEDAR website (for example,
most press releases, take-over bid circulars, prospectuses and rights offering
circulars) are not incorporated by reference into this Offering Memorandum unless they are specifically referenced in the table
above. Your rights as described in Item 11 of this Offering Memorandum apply
only in respect of information contained in this Offering Memorandum and
documents or information incorporated by reference. 




11

Future Documents Not Incorporated by Reference 

Documents filed after the date of this Offering Memorandum are
not deemed to be incorporated into this Offering Memorandum. However, if you
subscribe for securities and an event occurs, or there is a change in the
Issuer's business or affairs, that makes the Certificate to this Offering
Memorandum no longer true, the Issuer will provide you with an update of this
Offering Memorandum, including a newly dated and signed Certificate, and will
not accept your subscription until you have re-signed the subscription
agreement. 




12

	
      ITEM 3: 
	
      INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
      AND PRINCIPAL HOLDERS 



To the knowledge of the Issuer, the following persons or
company beneficially owns, directly or indirectly, or exercises control or
direction over, Common Shares carrying more than 10% of the voting rights
attached to the outstanding Common Shares of the Issuer. 


	
Name and Address of Beneficial Owner 	Position with the 
Issuer
	Amount and Nature of 
Beneficial
      Ownership 	Percentage 
of Class 
	Chris Bunka 
Kelowna, British Columbia, Canada 
	Chairman, Director 
and Chief Executive
      
Officer 	4,532,166(1) 

	17.48% 


	Robert McAllister 
Kelowna, British Columbia, Canada 	President and Director 
	3,487,000(2) 
	13.62% 

	Bal Bhullar 
Vancouver, British Columbia, Canada 	Chief Financial 
Officer 	502,000(3) 
	1.97% 

	Mark Snyder 
San Diego, California, USA 	Chief Technical 
Officer 	700,000(4) 
	2.79% 

	Donald Findlay 
Calgary, Alberta, Canada 	Director 
	202,000(5) 
	0.80% 

	Greg Dawson 
Vancouver, British Columbia, Canada 	Director 
	250,000(6) 
	0.99% 

	Tom Ihrke 
Charleston, South Carolina, USA 	Senior Vice President 
	290,625(7) 
	1.16% 

	John Thomas 
Vancouver, British Columbia, Canada 	Director 
	125,000(8) 
	0.50% 




Notes: (1) Consists of beneficial ownership of an
aggregate of 4,532,166 shares of common stock of the Issuer broken down as
follows: (i) 959,500 shares of common stock held directly by Mr. Bunka, (ii)
705,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days of the date hereof; (iii) 200,000 shares of common stock
registered in the name of 0743608 B.C. Ltd., Mr. Bunka beneficially owns all of
the voting shares of 0743608 B.C. Ltd.; and (iv) 2,334,333 shares of common
stock and 333,333 shares of common stock acquirable on exercise of outstanding
warrants within 60 days of the date hereof registered in the name of C.A.B.
Financial Service Ltd., Mr. Bunka beneficially owns all of the voting shares of
C.A.B. Financial Service Ltd. 

(2) Consists of beneficial ownership of an aggregate
of 3,487,000 shares of common stock of the Issuer broken down as follows: (i)
2,782,000 shares of common stock held directly by Mr. McAllister, and (ii)
705,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days of the date hereof. 

(3) Consists of beneficial ownership of an aggregate
of 502,000 shares of common stock of the Issuer broken down as follows: (i)
1,000 shares of common stock held directly by Ms. Bal Bhullar, (ii) 1,000 shares
of common stock acquirable on the exercise of outstanding warrants within 60
days of the date hereof; (iii) 500,000 shares of common stock acquirable on
exercise of outstanding stock options within 60 days herof. 

(4) Consists of beneficial ownership of an aggregate
of 700,000 shares of common stock of the Issuer broken down as follows: (i)
500,000 shares of common stock held directly by Mr. Mark Snyder; (ii) 200,000
shares of common stock acquirable on exercise of outstanding stock options
within 60 days herof. 

(5) Consists of beneficial ownership of an aggregate
of 202,000 shares of common stock of the Issuer broken down as follows: (i)
1,000 shares of common stock held directly by Mr. Donald Findlay; (ii) 1,000
shares of common stock acquirable on the exercise of outstanding warrants within
60 days of the date hereof; (iii) 200,000 shares of common stock acquirable on
exercise of outstanding stock options within 60 days herof. 




13

(6) Consists of beneficial ownership of an aggregate
of 250,000 shares of common stock of the Issuer broken down as follows: (i)
250,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days herof. 

(7) Consists of beneficial ownership of an aggregate
of 290,625 shares of common stock of the Issuer broken down as follows: (i)
140,625 shares of common stock held directly by Mr. Tom Ihrke; and (ii) 150,000
shares of common stock acquirable on the exercise f outstanding stock option
within 60 days of the date hereof. 

(8) Consists of beneficial ownership of an aggregate
of 125,000 shares of common stock of the Issuer broken down as follows: (i)
125,000 shares of common stock acquirable on exercise of outstanding stock
options within 60 days herof. 

You can obtain further information about directors and
executive officers from the Issuer’s Form 10-K (Annual Information Form) filed
on SEDAR on November 29, 2011. 

Current information regarding the securities held by directors,
executive officers and principal holders can be obtained from the SEDI website
at www.sedi.ca and from the U.S. Securities
and Exchange Commission’s EDGAR system at www.sec.gov. The Issuer cannot
guarantee the accuracy of this information. 

Loans 

A loan exists in the form of a CDN $50,000 non secured loan
bearing 10%, due May 9th, 2012, repayable at any time by the Company
before the term of the loan expires. The lender is President and a Director of
the Company. 

ITEM 4: CAPITAL STRUCTURE 


	

Description 
of security 	
Number 
authorized
      
to be issued 	
Price per 
security 	Number 
outstanding as at
      
April 4, 2012 	Number 
outstanding after
      
min. offering 	Number 
outstanding after
      
max. offering 
	Common Shares 	200,000,000 	N/A(1) 	24,893,865 	26,893,865 	49,893,865 
	Offering Warrants(2) 	N/A 	US$0.15 – US$0.20 	Nil 	2,000,000 	25,000,000 
	Warrants(3) 	9,775,800 	CDN $0.20 - US$0.30 	9,775,800 	9,775,800 	9,775,800 
	Options(4) 	4,200,000 	US$0.10 – US$0.25 	4,200,000 	4,200,000 	4,200,000 
	TOTAL 	  	  	  	42,869,665 	88,869,665








14

	(1) 	
      Common shares of the Issuer have been issued from
      treasury at prices ranging from US$0.02 per share to US$0.50 per
      Share.

	 	 
	(2) 	
      Represents the Warrants to be issued under this
      Offering, exercisable to acquire common shares at an exercise price of US
      $0.15 per common share for a period of twelve months from the date of
      issuance and at an exercise price of US $0.20 thereafter for a period of
      24 months from the date of issuance.

	 	 
	(3) 	
      Represents an aggregate of 9,218,300 warrants
      exercisable at the price of CDN $0.20 until March 3, 2013, and an
      aggregate of 557,500 warrants exercisable at the price of US $0.30 until
      May 31, 2012.

	 	 
	(4) 	
      Represents incentive stock options granted pursuant to
      the Issuer’s former and current equity compensation and stock option
      plans.



ITEM 5: SECURITIES OFFERED 

Terms of Securities 

The Issuer is offering for sale by way of private placement
(the "Offering") up to 25,000,000 units (the "Units"), each Unit to consist of
one common share (each, a “Share”) of the Issuer and one Share purchase warrant
(each, a “Warrant”). Each Warrant will be exercisable into one further Share (a
“Warrant Share”) at a price of US$0.15 per Warrant Share for a period of twelve
(12) months following closing; or at a price of US$0.20 per warrant share for a
period that is twelve months and one day to twenty-four (24) months following
closing. The Offering is subject to a minimum subscription of 2,000,000 Units
for gross proceeds of US$200,000. 

The holders of common shares are entitled to one vote at
meetings of shareholders for each share held and all common shares rank equally
with respect to the payment of dividends and on any distribution of the assets
of the Issuer on dissolution or winding up. 

Reference is also made to Item 7 (Compensation Paid to Sellers
and Finders) below for particulars with respect to commissions and finders' fees
payable in connection with the Offering. 

Subscription Procedure 

In order to subscribe for the Units, purchasers will be
required to complete and deliver the following documents to the Issuer or its
legal counsel on or before April 12 2012, or such other date as the Issuer may
determine. 

	1. 	
      a completed subscription agreement in the form attached
      hereto as Schedule "A", with such subscription agreement containing, among
      other things, representations by the subscriber that it is duly authorized
      to purchase the Units, that it is purchasing the Units for investment and
      not with a view for resale, and as to its status to purchase the Units on
      a private placement basis;

	 	 
	2. 	
      a completed copy of a Risk Acknowledgment (Form 45-106F4)
      in the form attached hereto as Schedule "B"; and

	 	 
	3. 	
      cash, solicitor's trust cheque, certified cheque, bank
      draft, money order in the amount of your investment payable to "Enertopia
      Corporation".







15

Your subscription funds will be held in trust until midnight on
the second business day after the day on which the Issuer or its legal counsel
received your signed subscription agreement and if the closing is after this
time, the Issuer and/or its legal counsel will hold the funds in trust pending
closing. We expect to close the Offering on or before April 12 2012. 

Funds received from the Offering will not be released to the
Issuer until the Minimum PP of $200,000 has been deposited failing which the
Issuer and/or its legal counsel will remit the funds collected to the original
subscribers without interest or deduction, unless the subscribers have otherwise
instructed. 

The Issuer reserves the right to accept or reject subscriptions
in whole or in part at its discretion and to close the subscription books at any
time without notice. Any subscription funds or subscriptions that the Issuer
does not accept will be returned promptly after it has been determined not to
accept the funds. 

At the closing of the Offering, or as soon as practicable
thereafter, you will receive certificates representing the Shares and
certificates representing the Warrants, provided that the subscription price has
been paid in full. 

ITEM 6: INCOME TAX CONSEQUENCES AND RRSP ELIGIBILITY


The Issuer has not undertaken a study of potential income tax
consequences to investors. 

You should consult your own professional advisers to obtain
advice on the income tax consequences that apply to you. 

Not all securities are eligible for investment in a registered
retirement savings plan (“RRSP”) . You should consult your own professional
advisers to obtain advice on the RRSP eligibility of these securities. 

ITEM 7: COMPENSATION PAID TO SELLERS AND FINDERS 

The Issuer may pay finder's fees to certain arm's length
parties (the "Finders") in connection with the completion of the Offering equal
to 7% of the aggregate subscription proceeds realized from the sale of the Units
by the respective Finder, payable in cash or Shares, and Broker’s Warrants equal
to 7% of the aggregate subscription proceeds. Each Broker’s Warrant will be
exercisable into one further Share (a “Warrant Share”) at a price of US$0.15 per
Warrant Share for a period of twelve (12) months following closing; or at a
price of US$0.20 per warrant share for a period of twenty-four (24) months
following closing.

ITEM 8: RISK FACTORS 

Investment in the Units should only be made after consulting
with independent and qualified sources of investment and tax advice. Investment
in the Units at this time is highly speculative due to the stage of the Issuer’s
development and requirement to raise additional financing to carry out the
long-term business objectives of the Issuer. Any investment in the Issuer at
this stage involves a high degree of risk. 

Reference is made to Item 1A. (Risk Factors) in the Issuer’s
Form 10-K/A (Annual Information Form), filed on SEDAR on March 14, 2012, for a
discussion of the risks and uncertainties that the Issuer believes to be
material. 

Additional risk factors relating to the Offering include: 




16

	1. 	
      Purchasers of the Units will not have the benefit of a
      review of this Offering Memorandum by any regulatory authority.

	 	 
	2. 	
      Purchasers of Units have no individual legal
      representation in connection with the Offering. Accordingly, purchasers
      should consult with their own counsel prior to purchasing Units.

	 	 
	3. 	
      Purchasers of the Units offered hereby will experience an
      immediate and substantial dilution in the net tangible book value of the
      Units from the Offering Price of this Offering.

	 	 
	4. 	
      Purchasers of the Units must be aware of the long-term
      nature of their investment and be able to bear the economic risks of their
      investment. The right of any purchaser to sell, transfer, pledge or
      otherwise dispose of the Shares or the Warrant Shares will be limited by
      applicable legislation, including a number of resale restrictions,
      including a restriction on trading. Until the restriction on trading
      expires, you will not be able to trade the Securities unless you comply
      with an exemption from prospectus and registration requirements under
      applicable securities legislation. The restriction on trading may be
      indefinite depending on the holder's jurisdiction of residence.
      Consequently, a holder of the Units may not be able to readily liquidate
      his/her/its investment. Prospective purchasers should be able to afford
      the entire loss of their investment in the Issuer.

	 	 
	5. 	
      Publicly quoted securities are subject to a relatively
      high degree of price volatility. It may be anticipated that the quoted
      market for the Shares of the Issuer will be subject to market trends
      generally, notwithstanding any potential success of the Issuer in creating
      revenue.

	 	 
	6. 	
      Shareholders of the Issuer may be unable to sell
      significant quantities of Shares into the public trading markets without a
      significant reduction in the price of their Shares, if at all. There can
      be no assurance that the Issuer will continue to meet the listing
      requirements of the Canadian National Stock Exchange, the Over-The-Counter
      Bulletin Board or achieve listing on any other public listing
    exchange.



ITEM 9: REPORTING OBLIGATIONS 

Other than notices of annual and special meetings of the
shareholders, and related information circulars, form of proxies, and financial
statement request forms, the Issuer does not provide documents to its
shareholders on an annual or ongoing basis. 

The Issuer is a reporting issuer (or equivalent) in British
Columbia, Ontario and in the United States. You can obtain corporate and
securities information about the Issuer from the SEDAR website at www.sedar.com,
the SEDI website at www.sedi.ca, and from the U.S. Securities and Exchange
Commission’s EDGAR system at www.sec.gov. The Issuer cannot guarantee the
accuracy of this information. Additionally, you can obtain quotations for the
Issuer’s shares of common stock, under the symbol TOP, from the Canadian
National Stock Exchange and/or under the symbol ENRT, from OTC Markets at
www.otcmarkets.com.

ITEM 10: RESALE RESTRICTIONS 

Canadian Resale Restrictions 

These securities will be subject to a number of resale
restrictions, including a restriction on trading. Until the restriction on
trading expires, you will not be able to trade the securities unless you comply
with an exemption from the prospectus and registration requirements under
securities legislation. 




17

Unless permitted under securities legislation, you cannot trade
the securities before the date that is 4 months and a day after the distribution
date. 

United States Resale Restrictions 

The Shares and Warrants to be issued to security holders will
not be registered under the U.S. Securities Act or applicable state securities
laws. Such securities will be issued in reliance upon the exemption from
registration provided by Regulation S of the U.S. Securities Act and pursuant to
exemptions from applicable state securities laws.

Likewise, the Warrant Shares will not be registered under the
U.S. Securities Act or applicable states securities laws, and accordingly may
not be issued to U.S. Persons or persons in the United States, unless an
exemption from registration under the U.S. Securities Act and applicable states
securities laws is available.

In addition, the Shares, the Warrants and the Warrant Shares
issuable upon the exercise of the Warrants will be "restricted securities"
within the meaning of Rule 144 under the U.S. Securities Act, certificates
representing such securities will bear a legend to that effect, and such
securities may be resold only pursuant to an exemption from the registration
requirements of the U.S. Securities Act and all applicable state securities
laws. Subject to certain limitations, such securities may be resold outside the
United States without registration under the U.S. Securities Act pursuant to
Regulation S under the U.S. Securities Act. 

Moreover, the Warrants may be exercised only pursuant to an
exemption from the registration requirements of the U.S. Securities Act and
applicable state securities laws. As a result, the Warrants may only be
exercised by a holder who represents that, at the time of exercise, the holder
is not then located in the United States, is not a "U.S. person", as defined in
Rule 902 of Regulation S under the U.S. Securities Act (a "U.S. Person"), and is
not exercising the Warrants for the account or benefit of a U.S. Person or a
person in the United States, unless the holder provides a legal opinion or other
evidence reasonably satisfactory to the Company to the effect that the exercise
of the Warrants does not require registration under the U.S. Securities Act or
applicable state securities laws, or any other such documents that the Company
may deem necessary. 

The foregoing discussion is only a general overview of
certain requirements of United States securities laws applicable to the
securities received upon completion of the Private Placement. All holders of
such securities are urged to consult with counsel to ensure that the resale of
their securities complies with applicable securities legislation. 

ITEM 11: PURCHASERS’ RIGHTS 

If you purchase these securities you will have certain rights,
some of which are described below. For information about your rights you should
consult a lawyer. 

Two-Day Cancellation Right 

You can cancel your agreement to purchase these securities. To
do so, you must send a notice to the Issuer by midnight on the 2nd business day
after you sign the subscription agreement to buy the securities. 

Statutory Rights of Action in the Event of a
Misrepresentation 

If there is a misrepresentation in this Offering Memorandum,
you have a statutory right to sue: 




18

	(a) 	
      the Issuer to cancel your agreement to buy these
      securities, or

	 	 
	(b) 	
      for damages against the Issuer, every person who was a
      director of the Issuer at the date of this Offering Memorandum, and every
      other person who signed this Offering Memorandum.



This statutory right to sue is available to you whether or not
you relied on the misrepresentation. However, there are various defences
available to the persons or companies that you have a right to sue. In
particular, they have a defence if you knew of the misrepresentation when you
purchased the securities.

If you intend to rely on the rights described in (a) or (b)
above, you must do so within strict time limitations. You must commence your
action to cancel the agreement within180 days after you signed the subscription
agreement to purchase the securities. You must commence your action for damages
within the earlier of 180 days after learning of the misrepresentation and three
years after you signed the subscription agreement to purchase the securities.





19

ITEM 12: DATE AND CERTIFICATE 

Dated this _____day of April, 2012. 

This Offering Memorandum does not contain a
misrepresentation. 

	ENERTOPIA CORP. 	 	  
	 	 	 
	 	 	 
	 	 	 
	Robert McAllister 	 	Bal Bhullar 
	President 	 	Chief Financial Officer 
	  	 	  
	ON BEHALF OF THE BOARD OF DIRECTORS 	 	  
	  	 	  
	  	 	  
		 	 
    
	Chris Bunka 	 	Donald Findlay 
	Director, Promoter 	 	  Director 
	  	 	  
	  	 	  
	  	 	  
		 	
	Greg Dawson 	 	  
	Director 	 	  






Form 45-106F4 



You have 2 business days to cancel your purchase. To do
so, send a notice to Enertopia Corporation stating that you want to cancel your
purchase. You must send the notice before midnight on the 2nd
business day after you sign the agreement to purchase the securities. You can
send the notice by fax or email or deliver it in person to Enertopia Corporation
at its business address. Keep a copy of the notice for your records. 

Issuer Name and Address: 

Enertopia Corporation. 
Suite 950 1150 West Pender

Vancouver, British Columbia 
Canada, V6E 4A4 
Phone: 604-602-1675

Fax: 604-685-1602 

  E-mail: bbspa@hotmail.com 




You are buying Exempt Market Securities 

They are called exempt market securities because two
parts of securities law do not apply to them. If an issuer wants to sell
exempt market securities to you: 

	
  the issuer does not have to give you a prospectus (a document that
  describes the investment in detail and gives you some legal protections), and
  

  
	
  the securities do not have to be sold by an investment dealer registered
  with a securities regulatory authority or regulator. 



There are restrictions on your ability to resell exempt
market securities. Exempt market securities are more risky than other
securities. 

You will receive an offering memorandum. Read the
offering memorandum carefully because it has important information about the
issuer and its securities. Keep the offering memorandum because you have rights
based on it. Talk to a lawyer for details about these rights. 

For more information on the exempt market, call your local
securities regulatory authority or regulator.

British Columbia Securities Commission
P.O. Box
10142, Pacific Centre 
701 West Georgia Street 
Vancouver, British
Columbia V7Y 1L2
Telephone: (604) 899-6500
Toll free in British Columbia
and Alberta 1-800-373-6393 

  Facsimile: (604) 899-6506 

Alberta Securities Commission 
4th Floor, 300 – 5th
Avenue SW 
Calgary, Alberta T2P 3C4 
Telephone: (403) 297-6454


  Facsimile: (403) 297-6156