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






Exhibit 10.1

DEBT SETTLEMENT AGREEMENT 

THIS AGREEMENT dated for reference the 10th day of
April 2012. BETWEEN: 

ENERTOPIA CORP., a company duly
incorporated under the laws of the Province of British Columbia and having its
registered and records office at Suite 950 - 1130 West Pender Street, Vancouver,
BC, V6E 4A4 Ph 604-602-1675 FAX 604-685-1602 (the “Company”) 

OF THE FIRST PART 

AND: 

TOM IHRKE 38 Krier Lane, Mount
Pleasant, SC 29464. Phone 843.884.4358 (the “Creditor”) 

OF THE SECOND PART 

WHEREAS: 

A.            
The Company is indebted to the Creditor in the amount of US$9,375.00 (the
“Debt”); and 

B.             
The Company wishes to settle the Debt, namely US$9,375.00, by allotting
and issuing securities in the capital of the Company to the Creditor and the
Creditor is prepared to accept such securities in full satisfaction of the
Debt.

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 DEBT 

1.1             The
Company acknowledges and agrees that it is indebted to the Creditor in the
amount of the Debt. 

2.              ALLOTMENT
AND ISSUANCE OF SECURITIES 

2.1             The
Company agrees to allot and issue to the Creditor 93,750 shares in the
capital of the Company (the “Shares”) at a deemed price of US$0.10 per
Share for each US$0.10 of indebtedness, as full and final payment of the
Debt, and the Creditor agrees to accept the Shares as full and final payment of
the Debt, leaving the Company indebted to the Creditor in the amount of US $Nil
following this transaction. 

2.2             The
Creditor hereby agrees that, upon delivery of the Shares by the Company in
accordance with the provisions of this Agreement, that the Debt will be fully
satisfied and extinguished effective as of the date set out above, and the
Creditor will remise, release and forever discharge the Company and its
directors, officers and employees from any and all obligations relating to this
Debt. 

3.              REGULATORY
RESTRICTIONS 

3.1             The
Creditor 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 Creditor 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) 	
      the Creditor is an accredited investor; and

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







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	 	(f) 	
      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.”



4.              GENERAL
PROVISIONS 

4.1             Time
shall be of the essence of this Agreement. 

4.2             The
Company and the Creditor 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. 

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 day and year first above written. 

	 SIGNED, SEALED and DELIVERED by TOM 	) 	  
	 IHRKE in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	  
	  	) 	 
    
	Address 	) 	TOM IHRKE 
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	 ENERTOPIA CORP. 	) 	  
	  	) 	  
	  	) 	  






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	Authorized Signatory 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Authorized Signatory 	  	 


Please provide the following information:


	 	 	 
	Creditor's telephone number 	 	Creditor's e-mail address