Enertopia Corporation: Exhibit 10.3 - Filed by newsfilecorp.com






Exhibit 10.3

THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THESE WARRANTS WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT.”

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE AUGUST 17, 2012

WARRANTS TO PURCHASE COMMON SHARES

OF

ENERTOPIA CORPORATION. 
(incorporated under the laws
of the State of Nevada)

	Warrant Number: 2012-00● 		Number of Warrants represented by this
      certificate: ● 


THIS CERTIFIES THAT, for value received, ● of ● (the “Holder”), being the registered
holder of these warrants (the “Warrants”) is entitled, at any time prior
to 4:30 p.m. (Vancouver time) on the earlier of the April ●, 2014 and the Early Expiry Day (as defined
below) (the “Expiry Day”), to subscribe for and purchase the number of
common shares (the “Warrant Shares”) of Enertopia Corporation (the
“Company”) set forth above on the basis of one Warrant Share at a price
of US$0.15 in the first year and at a price of US$0.20 in the second year (the
“Exercise Price”) for each Warrant exercised, subject to adjustment as
set out herein and only in accordance with the provisions hereof, by
surrendering to the Company at its principal office, 950 – 1130 West Pender
Street, Vancouver, British Columbia V6E 4A4, Canada, this Warrant certificate
(the “Warrant Certificate”), with a completed and executed subscription
form attached hereto, and payment in full for the Warrant Shares being
purchased. 

	1. 	
      Definitions: In this Warrant
      Certificate, unless there is something in the subject matter or context
      inconsistent therewith, the following expressions shall have the following
      meanings namely:

	 	 	 
		(a) 	
      “Adjustment Period” means the period commencing on
      the date hereof and ending at the Expiry Time;

	 	 	 
		(b) 	
      “Business Day” means any day other than a
      Saturday, Sunday, legal holiday or a day on which banking institutions are
      closed in Toronto, Ontario or Vancouver, British Columbia;

	 	 	 
		(c) 	
      “CNSX” means the Canadian National Stock
      Exchange;

	 	 	 
		(d) 	
      “Common Shares” means the common shares of the
      Company as such shares are constituted on the date hereof, as the same may
      be reorganized, reclassified or otherwise changed pursuant to any of the
      events set out in Section 11 hereof;

	 	 	 
		(e) 	
      “Company” means Enertopia Corporation, a company
      incorporated under the laws of the State of Nevada and its successors and
      assigns;

	 	 	 
		(f) 	
      “Early Expiry Date” means 30 days following the
      mailing date of the Early Expiry Notice;








		(g) 	
      “Early Expiry Event” means the date, at any time
      after 4 months and 1 day have elapsed from the issue date of such Warrant,
      on which the Common Shares have traded on the CNSX (or other Canadian
      Stock Exchange) for a period of 20 consecutive trading days with closing
      prices equal to or greater than C$0.50;

	 	 	 
		(h) 	
      “Early Expiry Notice” means a written notice from
      the Company advising the Holder of the Early Expiry Event, such notice to
      be sent within ten (10) Business Days following the Early Expiry
    Event;

	 	 	 
		(i) 	
      “Exercise Price” means US$0.15 per Warrant Share
      in the first year and US$0.20 per Warrant Share in the second year,
      subject to adjustment in accordance with Section 11 hereof;

	 	 	 
		(j) 	
      “Expiry Day” means the earlier of (i) April 16 ,
      2014; and (ii) the Early Expiry Date;

	 	 	 
		(k) 	
      “Expiry Time” means 4:30 p.m. (Vancouver time), on
      the Expiry Day;

	 	 	 
		(l) 	
      “Holder” shall have the meaning ascribed thereto
      on the face page hereof;

	 	 	 
		(m) 	
      “person” means an individual, corporation,
      partnership, unincorporated syndicate, unincorporated organization, trust,
      trustee, executor, administrator, or other legal representative, or any
      group or combination thereof or any other entity whatsoever;

	 	 	 
		(n) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
		(o) 	
      “Trading Day” with respect to a stock exchange,
      market or over-the-counter market means a day on which such stock exchange
      or over-the-counter market is open for business;

	 	 	 
		(p) 	
      “United States” means the United States of
      America, its territories and possessions, any State of the United States
      and the District of Columbia;

	 	 	 
		(q) 	
      “U.S. Person” means U.S. person as that term is
      defined in Regulation S under the U.S. Securities Act;

	 	 	 
		(r) 	
      “U.S. Securities Act” means the United States
      Securities Act of 1933, as amended;

	 	 	 
		(s) 	
      “Warrant” means a warrant exercisable to purchase
      one Warrant Share at the Exercise Price until the Expiry Time;
  and

	 	 	 
		(t) 	
      “Warrant Share” means the Common Share issuable
      upon the exercise of the Warrant.

	 	 	 
	2. 	
      Expiry Time: At the Expiry Time, all
      rights under the Warrants evidenced hereby, in respect of which the right
      of subscription and purchase herein provided for shall not theretofore
      have been exercised, shall expire and be of no further force and
      effect.

	 	 	 
	3. 	
      Exercise Procedure:

	 	 	 
		(a) 	
      The Holder may exercise the right to subscribe and
      purchase the number of Warrant Shares herein provided, by delivering to
      the Company prior to the Expiry Time at its principal office this Warrant
      Certificate, with the subscription form attached hereto duly completed and
      executed by the Holder or its legal representative or attorney, duly
      appointed by an instrument in writing in form and manner satisfactory to
      the Company, together with a certified cheque or bank draft payable to or
      to the order of the Company in an amount equal to the aggregate Exercise
      Price in respect of the Warrants so exercised. Any Warrant Certificate so
      surrendered shall be deemed to be surrendered only upon delivery thereof
      to the Company at its principal office set forth herein (or to such other
      address as the Company may notify the Holder).

	 	 	 
		(b) 	
      Upon such delivery as aforesaid, the Company shall cause
      to be issued to the Holder hereof the Warrant Shares subscribed for not exceeding those which such
      Holder is entitled to purchase pursuant to this Warrant Certificate and
      the Holder hereof shall become a shareholder of the Company in respect of
      the Warrant Shares subscribed for with effect from the date of such
      delivery and shall be entitled to delivery of a certificate evidencing the
      Warrant Shares and the Company shall cause such certificates to be mailed
      to the Holder hereof at the address or addresses specified in such
      subscription as soon as practicable, and in any event within ten (10)
  Business Days of such delivery.









	 	(c) 	
      The certificate or certificates representing Warrant
      Shares issued before August 17, 2012 upon exercise of the Warrants
      represented hereby shall be impressed with a legend substantially in the
      following form (and any other legends as required by the Canadian
      regulatory authorities or the Canadian stock exchanges):

	 	 	 
	 	(d) 	
      For Non-U.S. Persons, the certificate or certificates
      representing Warrant Shares issued upon exercise of the Warrants
      represented hereby shall be impressed with a legend substantially in the
      following form:






	
    “UNLESS PERMITTED UNDER
      SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
      NOT TRADE THE SECURITY BEFORE AUGUST 17, 2012. 

	 
	THESE SECURITIES WERE ISSUED IN AN OFFSHORE
      TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
      ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE
      RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S.
      STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
      BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY,
      TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
      WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
      HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.”
  




	(d) 	
      For U.S. Persons, the certificate or certificates
      representing Warrant Shares issued upon exercise of the Warrants
      represented hereby shall be impressed with a legend substantially in the
      following form:

	 	 
		
      U.S. LEGEND:





	“UNLESS PERMITTED UNDER
      SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
      SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 17,
      2012. 
	 
	THESE SECURITIES HAVE NOT BEEN REGISTERED WITH
      THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
      OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION
      FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
      EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
      1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS.” 











		(e) 	
      (A) These Warrants may not be exercised in the United
      States or by, or on behalf of, a U.S. Person and (B) no Warrant Shares
      issued upon exercise of these Warrants may be delivered to any address in
      the United States unless an exemption is available from the registration
      requirements of the U.S. Securities Act and applicable state securities
      laws and (i) the Holder has delivered to the Company a completed and duly
      executed copy of the U.S. Accredited Investor Status Certificate attached
      to the subscription form as Schedule “A” or (ii) if the Holder cannot
      satisfy clause (i) hereof, the Holder has contacted the Company, and if
      requested by the Company, the Holder has delivered to the Company, in a
      form acceptable to the Company and its counsel acting reasonably, an
      opinion of counsel to the effect that an exemption from the registration
      requirements of the U.S. Securities Act for the exercise of the Warrants
      and the issuance of the Warrant Shares is available. For clarity, it will
      be reasonable, if deemed necessary by the Company, for the Company to
      obtain an independent legal opinion from its own counsel, at its own
      expense, to this effect.

	 	 	 
	4. 	
      Partial Exercise: The Holder may
      subscribe for and purchase a number of Warrant Shares less than the
      maximum number the Holder is entitled to purchase pursuant to the full
      exercise of this Warrant Certificate. In the event of any such
      subscription prior to the Expiry Time, the Holder shall be entitled to
      receive, without charge, a new Warrant Certificate (with or without
      legends as may be appropriate) in respect of the balance of the Warrant
      Shares which the Holder was entitled to subscribe for pursuant to this
      Warrant Certificate and which were then not purchased.

	 	 	 
	5. 	
      No Fractional Shares:
      Notwithstanding any adjustments provided for in Section 11 hereof or
      otherwise, the Company shall not be required upon the exercise of any
      Warrants to issue fractional Warrant Shares in satisfaction of its
      obligations hereunder and, in any such case, the number of Warrant Shares
      issuable upon the exercise of any Warrants shall be rounded down to the
      nearest whole number, without any payment or consideration
  therefor.

	 	 	 
	6. 	
      Exchange of Warrant Certificates:
      This Warrant Certificate may be exchanged for Warrant Certificates
      representing in the aggregate the same number of Warrants and entitling
      the Holder thereof to subscribe for and purchase an equal aggregate number
      of Warrant Shares at the same Exercise Price and on the same terms as this
      Warrant Certificate (with or without legends as may be
  appropriate).

	 	 	 
	7. 	
      Transfer of Warrants: These Warrants
      are transferable.

	 	 	 
	8. 	
      Not a Shareholder: Nothing in this
      Warrant Certificate or in the holding of a Warrant evidenced hereby shall
      be construed as conferring upon the Holder any right or interest
      whatsoever as a shareholder of the Company.

	 	 	 
	9. 	
      No Obligation to Purchase: Nothing
      herein contained or done pursuant hereto shall obligate the Holder to
      subscribe for or the Company to issue any shares except those shares in
      respect of which the Holder shall have exercised its right to purchase
      hereunder in the manner provided herein.

	 	 	 
	10. 	
      Covenants:

	 	 	 
		(a) 	
      The Company covenants and agrees that so long as any
      Warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its
      authorized capital a sufficient number of Warrant Shares to satisfy the
      right of purchase herein provided for, it will cause the Warrant Shares
      subscribed for and purchased in the manner herein provided to be issued
      and delivered as directed and such Warrant Shares shall be issued as fully
      paid and non-assessable Common Shares and the holders thereof shall not be
  liable to the Company or to its creditors in respect thereof.









		(b) 	
      The Company covenants and agrees that until the Expiry
      Time, while the Warrants (or remaining portion thereof) shall be
      outstanding, the Company shall use its commercially reasonable efforts to
      preserve and maintain its corporate existence, to remain a reporting
      issuer not in default of the requirements of the applicable securities
      laws in the Canadian jurisdictions in which the Company is currently a
      reporting issuer and to ensure that the Company shall make all requisite
      filings necessary to remain a reporting issuer not in default of the
      requirements of the applicable securities laws in the Canadian
      jurisdictions in which the Company is currently a reporting
  issuer.

	 	 	 	 
		(c) 	
      The Company will do, execute, acknowledge and deliver or
      cause to be done, executed, acknowledged and delivered, all other acts,
      deeds and assurances in law as may be reasonably required for the better
      accomplishing and effecting of the intentions and provisions of this
      Warrant Certificate.

	 	 	 	 
	11. 	
      Adjustments:

	 	 	 	 
		(a) 	
      In the event of any alteration of the Shares, including
      any subdivision, consolidation or reclassification, or in the event of any
      form of reorganization of the Company, including any amalgamation, merger
      or arrangement (collectively, a “Reorganization”), an adjustment will be
      made to the terms of the Warrants such that the Holder, upon exercise of
      any Warrants following the completion of the Reorganization, will be
      entitled to receive the same number and kind of securities that it would
      have been entitled to receive as a result of the Reorganization had it
      exercised its Warrants immediately prior to the Reorganization.

	 	 	 	 
		(b) 	
      The Company will not effect any Reorganization which
      could result in a successor to the Company unless prior to or
      simultaneously with the consummation thereof, the entity succeeding the
      Company acknowledges in writing that it is bound by and will comply with
      the provisions set forth in this Warrant Certificate.

	 	 	 	 
		(c) 	
      If, in case at any time:

	 	 	 	 
			(a) 	
      the Company pays any dividend payable in stock upon the
      Shares or makes any distribution to the holders of the Shares;

	 	 	 	 
			(b) 	
      the Company offers for subscription pro rata to the
      holders of its Shares any additional shares of stock of any class or other
      rights;

	 	 	 	 
			(c) 	
      there is a voluntary or involuntary dissolution,
      liquidation or winding-up of the Company; or

	 	 	 	 
			(d) 	
      in case of any Reorganization;



then, and in any one or more of such
cases, the Company will give to the Holder at least 20 days’ prior written
notice of the date on which the books of the Company will close or a record will
be taken for such dividend, distribution or offer of subscription rights, or for
determining rights to vote with respect to such dissolution, liquidation or
winding-up or Reorganization and, in the case of such dissolution, liquidation
or winding-up or Reorganization, at least 20 days’ prior written notice of the
date when the same will take place. Such notice in accordance with the foregoing
clause will also specify, in the case of any such dividend, distribution or
offer of subscriptions rights, the date on which the holders of the Shares will
be entitled thereto, and such notice in accordance with the foregoing will also
specify the date on which the holders of the Shares will be entitled to exchange
the Shares for securities or other property deliverable upon such dissolution,
liquidation or winding-up or Reorganization, as the case may be. Each such written notice will
be given by first class registered mail, postage prepaid, addressed to the
Holder at the address of such Holder, as shown on the books of the Company.





	 	 	
       
		(d) 	
      In accordance with this certificate, the Company will
      make adjustments as it considers necessary and equitable acting in good
      faith, subject to any approvals required by the CNSX (or such other
      Canadian stock exchange where the Company is then listed). If at any time
      a dispute arises with respect to adjustments provide for herein, such
      dispute will be conclusively determined by the auditors of the Company or
      if they are unable or unwilling to act, by such other firm of independent
      chartered accountants as may be selected by the directors of the Company
      and any such determination, absent manifest error, will be binding upon
      the Company, the Holder and shareholders of the Company. The Company will
      provide such auditors or accountants with access to all necessary records
      of the Company and fees payable to such accountants or auditors will be
      paid by the Company.

	 	 	 
	12. 	
      Limitation on Exercise of Warrants:
      Notwithstanding anything contained herein to the contrary, the
      rights represented by these Warrants shall not be exercisable by the
      Holder, in whole or in part, and the Company shall not give effect to any
      such exercise, if, after giving effect to such exercise, the Holder,
      together with any person or company acting jointly or in concert with the
      Holder (the “Joint Actors”) would in the aggregate beneficially
      own, or exercise control or direction over, that number of voting
      securities of the Company which is twenty percent (20%) or greater of the
      total issued and outstanding voting securities of the Company, immediately
      after giving effect to such exercise. For greater certainty, the rights
      represented by these Warrants shall not be exercisable by the Holder, in
      whole or in part, and the Company shall not give effect to any such
      exercise, if, after giving effect to such exercise, the Holder, together
      with its Joint Actors, would be deemed to hold a number of voting
      securities sufficient to materially affect the control of the Company. In
      connection with the exercise of these Warrants, the Holder shall provide
      the Company with a duly completed and executed subscription form attached
      hereto in which the Holder represents, warrants and certifies that the
      exercise of these Warrants shall not result in the Holder or its Joint
      Actors holding more than 20% of the issued and outstanding voting
      securities or holding a number of voting securities sufficient to
      materially affect the control of the Company, and the Company shall be
      entitled to rely thereon

	 	 	 
	13. 	
      Representation and Warranty: The
      Company hereby represents and warrants with and to the Holder that the
      Company is duly authorized and has all corporate and lawful power and
      authority to create and issue these Warrants and the Warrant Shares
      issuable upon the exercise hereof and perform its obligations hereunder
      and that this Warrant Certificate represents a valid, legal and binding
      obligation of the Company enforceable in accordance with its
  terms.

	 	 	 
	14. 	
      If Share Transfer Books Closed: The
      Company shall not be required to deliver certificates for Warrant Shares
      while the share transfer books of the Company are properly closed, prior
      to any meeting of shareholders or for the payment of dividends or for any
      other purpose and in the event of the surrender of any Warrant in
      accordance with the provisions hereof and the making of any subscription
      and payment for the Warrant Shares called for thereby during any such
      period delivery of certificates for Warrant Shares may be postponed for a
      period not exceeding three (3) Business Days after the date of the
      re-opening of said share transfer books provided that any such
      postponement of delivery of certificates shall be without prejudice to the
      right of the Holder, if the Holder has surrendered the same and made
      payment during such period, to receive such certificates for the Warrant
      Shares called for after the share transfer books shall have been
      re-opened.

	 	 	 
	15. 	
      Lost Certificate: If the Warrant
      Certificate evidencing the Warrants issued hereby becomes stolen, lost,
      mutilated or destroyed the Company shall issue and countersign a new
      Warrant Certificate of like denomination, tenor and date as the Warrant
      Certificate so stolen, lost mutilated or destroyed provided that the
      Holder shall bear the reasonable cost of the issue thereof and in case of
      loss, destruction or theft, shall, as a condition precedent to the issue
      thereof, furnish to the Company such evidence of ownership and of the
      loss, destruction or theft of the Warrant Certificate as shall be
      satisfactory to the Company, in its sole discretion acting reasonably, and
      the Holder may also be required to furnish an indemnity in form
      satisfactory to the Company, in its sole discretion acting reasonably, and
      shall pay the reasonable charges of the Company in connection
      therewith.












	
16. 		
Governing Law: This Warrant Certificate shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the reference to such
laws shall not, by conflict of laws, rules or otherwise, require the application of the law of any jurisdiction other than the Province of British Columbia.

	
	 	 	 
	
17. 		
Severability: If any one or more of the provisions or parts thereof contained in this Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining
provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom.

	
	 	 	 
	
18. 		
Amendments: Subject to the approval of the CNSX (or such other Canadian stock exchange where the Company is then listed), the provisions of these Warrants may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to in writing by the Company and the Holder, provided that, in the event that any amendment, modification or waiver results in terms that are more favourable to the Holder hereof, the
Company shall offer to make such amendment, modification or waiver applicable to all Holders under the Warrants issued on the date hereof.

	
	 	 	 
	
19. 		
Modification of Provisions for Certain Purposes: Notwithstanding Section 18 hereof, the Company may from time to time modify the provisions of this Warrant Certificate to the extent that such modifications do not
alter any material terms of this Warrant Certificate and are not prejudicial to the rights of the Holder hereof, including for the following purposes:

	
	 	 	 
		
(a) 		
making such provisions not inconsistent herewith as may be necessary or desirable with respect to matters or questions arising hereunder or for any other purpose not inconsistent with the terms hereof, including the correction or
rectification of any ambiguities, defective provisions, errors or omissions herein;

	
	 	 	 
		
(b) 		
making any modification in the form of the Warrants which does not affect the substance thereof; and

	
	 	 	 
		
(c) 		
to evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and in the Warrants contained as provided herein.

	
	 	 	 
	
20. 		
Headings: The headings of the articles, sections, subsections and clauses of this Warrant Certificate have been inserted for convenience and reference only and do not define, limit, alter or enlarge the
meaning of any provision of this Warrant Certificate.

	
	 	 	 
	
21. 		
Numbering of Articles, etc.: Unless otherwise stated, a reference herein to a numbered or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection,
clause, subclause or schedule bearing that number or letter in this Warrant Certificate.

	
	 	 	 
	
22. 		
Gender: Whenever used in this Warrant Certificate, words importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine
gender.

	
	 	 	 
	
23. 		
Day not a Business Day: In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the
requisite time on the next succeeding day that is a Business Day.

	
	 	 	 
	
24. 		
Binding Effect: This Warrant Certificate and all of its provisions shall enure to the benefit of the Holder, its successors, assigns and legal personal representatives and shall be binding upon the Company and
its successors.

	
	 	 	 
	
25. 		
Notice: Unless herein otherwise expressly provided, a notice to be given hereunder will be deemed to be validly given if the notice is sent by facsimile or prepaid same day courier addressed as follows:

	
	 	 	 
		
(a) 		
If to the Holder at the latest address of the Holder as recorded on the books of the Company; and

	









	 	(b) 	If to the Company at: 
	 	  	  
	 	  	Enertopia Corporation 
	 	  	950 – 1130 West Pender Street 
	 	  	Vancouver, British Columbia V6E 4A4 
	 	  	Canada 



	 	Attention: 	Ms. Bal Bhullar, Chief Financial Officer 
	 	Facsimile No.: 	(604) 685-1602 



	28. 	Time of Essence: Time
      shall be of the essence hereof. 


     IN WITNESS WHEREOF the
Company has caused this Warrant Certificate to be signed by its duly authorized
officer as of this 16th day of April, 2012. 

	 	ENERTOPIA CORPORATION 
	 	  
	 	Per:   
      _________________________________________
	 	         
       Authorized Signing Officer 






SUBSCRIPTION FORM

	TO: 	Enertopia Corporation 
	  	950 – 1130 West Pender Street 
	  	Vancouver, British Columbia V6E 4A4 
	  	Canada 


The undersigned holder of the within Warrant Certificate hereby
irrevocably subscribes for __________________ Warrant Shares of Enertopia
Corporation (the “Company”) pursuant to the within Warrant Certificate and
tenders herewith a certified cheque or bank draft for C$
_____________________(US$0.15 per Warrant Share in the first year and US$0.20
per Warrant Share in the second year) in full payment therefor. 

The undersigned holder hereby represents, warrants and
certifies as follows: (Please check the ONE box applicable): 

	[ ] 	A 	The undersigned holder (i) at the time of
      exercise of the Warrants is not in the United States; (ii) is not a “U.S.
      person” as defined in Regulation S under the United States Securities Act
      of 1933, as amended (the “U.S. Securities Act”), (iii) is not exercising
      the Warrants on behalf of a “U.S. person”; and (iv) did not execute or
      deliver this subscription form in the United States. 
	  	  	  
	[ ] 	B. 	The undersigned holder has delivered to the
      Company a completed and duly executed copy of the U.S. Accredited Investor
      Status Certificate attached hereto as Schedule “A”. 
	  	  	  
	[ ] 	C. 	If the holder cannot check box (A) or box (B),
      the holder must contact the Company. If requested by the Company, the
      undersigned holder will deliver to the Company, in a form acceptable to
      the Company and its counsel acting reasonably, an opinion of counsel to
      the effect that an exemption from the registration requirements of the
      U.S. Securities Act for the exercise of the Warrants and the issuance of
      the Warrant Shares is available. For clarity, it will be reasonable, if
      deemed necessary by the Company, for the Company to obtain an independent
      legal opinion from its own counsel, at its own expense, to this effect.
  


The undersigned holder hereby further represents, warrants and
certifies that the exercise of these Warrants and the issuance of the Warrant
Shares hereunder will not result in the holder, together with any person or
company acting jointly or in concert with the holder, in the aggregate (i)
beneficially owing or exercising control or direction over 20% or more of the
total issued and outstanding voting securities of the Company, immediately after
giving effect to such exercise, or (ii) being deemed to hold a sufficient number
of voting securities to materially affect the control of the Company. 

The undersigned holder hereby directs that the Warrant Shares
be issued as follows:


	

      NAME(S) IN FULL 	

      ADDRESS(ES) 	NUMBER OF 

      WARRANT SHARES
  
	 	 	 
	 	 	 
	 	 	 







          DATED
this ______________ day of _________________________________, 20_____. 

	 	 NAME:	 
	 	 	  
	 	 	  
	 	 Signature:	
	 	 	Print name of individual whose signature 
	 	 	appears above if different than the name 
	 	 	printed above: 


________ Please check if the certificates representing the
Warrant Shares are to be delivered at the Company’s principal office where this
Warrant Certificate is surrendered, failing which the certificates representing
the Warrant Shares will be mailed to the address in the registration
instructions set out above. 

If any Warrants represented by this Warrant Certificate are not
being exercised, a new Warrant Certificate representing the unexercised Warrants
will be issued and delivered with the certificate representing the Warrant
Shares. 

Notes: 

Certificates will not be registered or delivered to an address
in the United States unless Box B or Box C above is checked. 

If Box C is to be checked, holders are encouraged to consult
with the Company in advance to determine that the legal opinion tendered in
connection with exercise will be reasonably satisfactory in form and substance
to the Company and its counsel. 




SCHEDULE “A”

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE

If the undersigned is a U.S. Person or a person in the United
States or is exercising the Warrants on behalf of a U.S. Person or a person in
the United States, the undersigned hereby represents, warrants and certifies to
the Company that, at the time of the exercise of the Warrants, the undersigned
or the person for whom it is acting satisfies one or more of the categories of
“Accredited Investors”, as defined by Regulation D promulgated under the U.S.
Securities Act, indicated below: (Please initial in the space provide those
categories, if any, of an “Accredited Investor” which the undersigned
satisfies.) 

	 	 	An organization described in Section
      501(c)(3) of the United States Internal Revenue Code, a corporation, a
      Massachusetts or similar business trust or partnership, not formed for the
      specific purpose of acquiring the Warrant Shares, with total assets in
      excess of US$5,000,000. 
	 
	 	 	  
	 	 	A natural person whose individual net worth, or
      joint net worth with that person’s spouse, at the time of purchase exceeds
      US$1,000,000. 
	 	 	  
	 	 	A natural person who had an individual income
      in excess of US$200,000 in each of the two most recent years or joint
      income with that person’s spouse in excess of US$300,000 in each of those
      years and has a reasonable expectation of reaching the same income level
      in the current year. 
	 	 	  
	 	 	A “bank” as defined under Section
      (3)(a)(2) of the U.S. Securities Act or savings and loan association or
      other institution as defined in Section 3(a)(5)(A) of the U.S. Securities
      Act acting in its individual or fiduciary capacity; a broker dealer
      registered pursuant to Section 15 of the Securities Exchange Act of
      1934 (United States); an insurance corporation as defined in
      Section 2(13) of the U.S. Securities Act; an investment corporation
      registered under the Investment Corporation Act of 1940
      (United States) or a business development corporation as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Corporation
      licensed by the U.S. Small Business Administration under Section 301(c) or
      (d) of the Small Business Investment Act of 1958 (United States); a
      plan with total assets in excess of US$5,000,000 established and
      maintained by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the
      benefit of its employees; an employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974 (United States)
      whose investment decisions are made by a plan fiduciary, as defined in
      Section 3(21) of such Act, which is either a bank, savings and loan
      association, insurance corporation or registered investment adviser, or if
      the employee benefit plan has total assets in excess of US$5,000,000, or,
      if a self-directed plan, whose investment decisions are made solely by
      persons that are accredited investors. A private business development
      corporation as defined in Section 202(a)(22) of the Investment Advisers
      Act of 1940 (United States). 
	 
	 	 	  
	 	 	A trust with total assets in excess of
      US$5,000,000, not formed for the specific purpose of acquiring the Warrant
      Shares, whose purchase is directed by a sophisticated person as described
      in Rule 506(b)(2)(ii) under the U.S. Securities Act. 
	 	 	  
	 	 	An entity in which all of the equity owners
      satisfy the requirements of one or more of the foregoing categories.
  


Note that the undersigned claiming to satisfy one of the above
categories of Accredited Investor may be required to supply the Company with a
balance sheet, prior years’ federal income tax returns or other appropriate
documentation to verify and substantiate the undersigned’s status as an
Accredited Investor. 




If the undersigned is an entity which initialled the last
category in reliance upon the Accredited Investor categories above, state the
name, address, total personal income from all sources for the previous calendar
year, and the net worth (exclusive of home, home furnishings and personal
automobiles) for each equity owner of the said entity:

____________________________________________________________________________________________________

The undersigned hereby certifies that the information contained
in this U.S. Accredited Investor Status Certificate is complete and accurate and
the undersigned will notify the Company promptly of any change in any such
information. If this U.S. Accredited Investor Status Certificate is being
completed on behalf of a corporation, partnership, trust or estate, the person
executing on behalf of the undersigned represents that it has the authority to
execute and deliver this U.S. Accredited Investor Status Certificate on behalf
of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this U.S.
Accredited Investor Status Certificate as of _______________________, 20____.


	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No. (if applicable)