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






Exhibit 10.1

- 1 - 

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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 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. 

NON BROKERED PRIVATE PLACEMENT SUBSCRIPTION 
FOR U.S.
SUBSCRIBERS 

ENERTOPIA CORPORATION 

PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement. 

	 	
       

	2. 	
      COMPLETE the Prospective Investor Suitability
      Questionnaire attached as Appendix 1 to this Subscription Agreement (the
      "US Questionnaire"). 

	 	
       

	3. 	
      COMPLETE the British Columbia Questionnaire
      attached as Appendix 2 to this Subscription Agreement (the "BC
      Questionnaire") 

	 	
       

		
      (collectively, the “Questionnaires”) 

	 	
       

	4. 	
      FAX a copy of page 2 of this Subscription
      Agreement, and all pages of the Questionnaire to the Company, attention
      Bal Bhullar at (604) 685-1602. 

	 	
       

	5. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement, together with the Questionnaire, to the Company
      at: 



Enertopia Corporation 
Suite 950 1130 West Pender

Vancouver, British Columbia, V6E 4A4 




ENERTOPIA CORPORATION 
PRIVATE PLACEMENT 

The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price of
CDN$0.10 per Unit 


	_____________ Units 



The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares and the Warrants as follows:


	REGISTRATION INSTRUCTIONS: 	 	DELIVERY INSTRUCTIONS: 
	 	 	 
	Name to appear on certificate 	 	Name and account reference, if applicable

	 	 	 
	SIN/Tax ID No. 	 	Contact name 
	 	 	 
	  	 	Address 
	Address 	 	 
    
	  	 	Telephone number 



	
      EXECUTED by the Subscriber this day of
      __________, 2011. By executing this Agreement, the Subscriber certifies
      that the Subscriber and any beneficial purchaser for whom the
      Subscriber is acting is resident in the jurisdiction shown as the “Address
      of the Subscriber”. The address of the Subscriber will be accepted
      by the Company as a representative as to the address of residency for
      the Subscriber. 




	WITNESS: 	 	EXECUTION BY SUBSCRIBER: 
	  	 	X 
	Signature of witness 	 	Signature of individual (if Subscriber is
      an individual) 
	  	 	X 
	Name of witness 	 	Authorized signatory (if Subscriber is not
      an individual) 
	  	 	 
    
	Address of witness 	 	Name of Subscriber (please print) 
	  	 	 
    
	  	 	Name of authorized signatory (please
      print) 
	ACCEPTED this day of ___________, 2011. 	 	
	ENERTOPIA CORPORATION 	 	Address of Subscriber (residence)
    
	Per: 	 	
	Authorized signatory 	 	Telephone number and e-mail address
  


By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 3-11 hereof.


This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth. 




NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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 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. 

TERMS AND CONDITIONS 

	1. 	Subscription 


1.1 

The undersigned (the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase the number of units of the Company's
common stock (the "Units") as set out on page 2 of this Subscription Agreement
at a price of CDN$0.10 per Unit (such subscription and agreement
to purchase being the "Subscription"), for the total subscription price as set
out on page 2 of this Subscription Agreement (the "Subscription Proceeds"),
which Subscription Proceeds are tendered herewith, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein. 

1.2 

Each Unit will consist of one share of common stock in the
capital of the Company (each, a "Share"); and one common share purchase warrant
(“Warrant”) subject to adjustment. Each Warrant shall be non-transferable and
shall entitle the holder thereof to purchase one share of common stock in the
capital of the Company (each, a “Warrant Share”), as presently constituted, for
a period of twenty four months commencing from the Closing (as defined
hereafter), at a price per Warrant Share of CDN$0.20. The Shares,
Warrants and Warrant Shares are referred to as the “Securities”. 

1.3  

In the event that the Company’s common shares, at any time
after 4 months and 1 day have elapsed from the Issue Date, as listed on a
Principal Canadian Market – currently the CNSX with symbol TOP - has been at or
above CDN$0.50 for a period of 20 consecutive trading days, the Company may
thereafter issue to the Subscribers a written notice advising of the accelerated
expiry of the Warrants. Such written notice shall identify in reasonable detail
the particulars of the acceleration event and identify the date (the "Warrant
Accelerated Expiry Date") set for accelerated expiry, which in no event shall be
less than 30 days after the mailing date of the written notice. For greater
certainty, all Warrants shall expire and be of no further force or effect as of
4:30 pm (Pacific Time) on the Warrant Accelerated Expiry Date.

1.4 

The Company hereby
agrees to sell, on the basis of the representations and warranties and subject
to the terms and conditions set forth herein, to the Subscriber the Units.
Subject to the terms hereof, the Subscription Agreement will be effective upon
its acceptance by the Company.

1.5 

Unless otherwise
provided, all dollar amounts referred to in this Subscription Agreement are in
lawful money of Canada. 

	2. 	Payment 


2.1 

The Subscription
Proceeds must accompany this Subscription Agreement. The Subscriber authorizes
the Company's lawyers to deliver the Subscription Proceeds to the Company if the
Subscription Proceeds are delivered to the Company’s lawyers, without further
instructions required. 

2.2 

The Subscriber
acknowledges and agrees that this Subscription Agreement and any other documents
delivered in connection herewith will be held by the Company's lawyers on behalf
of the Company. In the event that this Subscription Agreement is not accepted by
the Company for whatever reason within 60 days of the delivery of an executed
Subscription Agreement by the Subscriber, or the minimum offering amount is not
achieved by that time, this Subscription Agreement, the Subscription Proceeds
and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as
set forth in this Subscription Agreement without interest or deduction. 




2.3 

Where the
Subscription Proceeds are paid to the Company, the Company may treat the
Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company. 

2.4 

The Subscriber
must complete, sign and return to the Company an executed copy of this
Subscription Agreement, the Questionnaire attached hereto as Schedule A (the
“Questionnaire”) and any other schedules attached hereto. 

2.5 

The Subscriber
shall complete, sign and return to the Company as soon as possible, on request
by the Company, any documents, questionnaires, notices and undertakings as may
be required by regulatory authorities, the OTC Bulletin Board, stock exchanges
and applicable law. 

2.6 

The Subscriber
acknowledges and agrees that the Company may solicit offers to purchase the
Units through its directors and officers on a non-brokered basis. In the event
that a person introduces the Company to a Subscriber, the Company may pay a
finder’s fee of two and one-half percent (2.5%) of the gross proceeds of the
Offering, payable in cash or Units of the Company in respect of any Units sold. 

	3. 	Questionnaires and Undertaking and Direction
  


3.1 

The Subscriber
must complete, sign and return to the Company the following documents: 

	 	(a) 	
      One (1) executed copy of this Subscription Agreement;
    

	 	 	
       

	 	(b) 	
      the US Questionnaire in the form attached as Appendix 1
      if the Subscriber is resident in the United States; and 

	 	 	
       

	 	(c) 	
      the BC Questionnaire in the form attached as Appendix 2
      if the Subscriber is resident in the United States or Canada. 

	 	 	
       

	 		
      (collectively, the “Questionnaires”)




3.2 

The Subscriber
shall complete, sign and return to the Company as soon as possible, on request
by the Company, any documents, questionnaires, notices and undertakings as may
be required by regulatory authorities, stock exchanges and applicable law. 

	4. 	Closing 


4.1 

Closing of the purchase and sale of the Units shall occur
on or before 5PM PST January 24, 2011, or on such other date as may be
determined by the Company in its sole discretion (the "Closing Date"). The
Subscriber acknowledges that Units may be issued to other subscribers under this
offering (the "Offering") before or after the Closing Date. The Company, may, at
its discretion, elect to close the Offering in one or more closings, in which
event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares and the Warrants to
such subscriber(s) against payment therefore at any time on or prior to the
Closing Date. 

	5. 	Acknowledgements of Subscriber 


5.1 

The Subscriber
acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act; 








	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act; 

	 	 	
       

	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Units agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based solely upon a review
      of publicly available information regarding the Company available on the
      website of the United States Securities and Exchange Commission (the
      "SEC") available at www.sec.gov and on the System for Electronic Document
      Analysis and Retrieval website available at www.sedar.com and (the
      "Company Information"); 

	 	 	
       

	 	(d) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided for in
      National Instrument 45-106 ("NI 45-106") adopted by the Canadian
      Securities Administrators (the "CSA"); 

	 	 	
       

	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the sale of the Securities hereunder, and to
      obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Company; 

	 	 	
       

	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by Subscribers during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the sale of the Securities hereunder have been made
      available for inspection by the Subscriber, the Subscriber’s attorney
      and/or advisor(s); 

	 	 	
       

	 	(g) 	
      by execution of this Subscription Agreement the
      Subscriber has waived the need for the Company to communicate its
      acceptance of the purchase of the Securities pursuant to this Subscription
      Agreement; 

	 	 	
       

	 	(h) 	
      all information which the Subscriber has provided to the
      Company in the Questionnaires are correct and complete as of the date the
      Questionnaires are signed, and if there should be any change in such
      information prior to the Subscription being accepted by the Company, the
      Subscriber will immediately provide the Company with such information;
    

	 	 	
       

	 	(i) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and in the Questionnaires, and the
      Subscriber will hold harmless the Company from any loss or damage it may
      suffer as a result of the Subscriber’s failure to correctly complete this
      Subscription Agreement or the Questionnaires; 

	 	 	
       

	 	(j) 	
      the Subscriber has not acquired the Units as a result of,
      and will not itself engage in, any "directed selling efforts" (as defined
      in Regulation S under the 1933 Act) in the United States in respect of any
      of the Securities which would include any activities undertaken for the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of any of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Shares or the Warrant Shares pursuant to
      registration of any of the Shares or the Warrant Shares pursuant to the
      1933 Act and any applicable state securities laws or under an exemption
      from such registration requirements and as otherwise provided herein;
    

	 	 	
       

	 	(k) 	
      it will indemnify and hold harmless the Company and,
      where applicable, its respective directors, officers, employees, agents,
      advisors and shareholders from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith; 








	 	(l) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company; 

	 	 	
       

	 	(m) 	
      it has been advised to consult its own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Securities and with respect to applicable resale restrictions and it
      is solely responsible (and the Company is not in any way responsible) for
      compliance with applicable resale restrictions; 

	 	 	
       

	 	(n) 	
      none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system, except that certain market
      makers currently make a market in the Company’s share of common stock on
      the Pink Sheets in the United States; 

	 	 	
       

	 	(o) 	
      it is acquiring the Securities as principal for its own
      account, for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalization thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in such
      Securities; 

	 	 	
       

	 	(p) 	
      the Subscriber is acquiring the Securities pursuant to an
      exemption from the registration and prospectus requirements of applicable
      securities legislation in all jurisdictions relevant to this Subscription,
      and, as a consequence, the Subscriber will not be entitled to use most of
      the civil remedies available under applicable securities legislation and
      the Subscriber will not receive information that would otherwise be
      required to be provided to the Subscriber pursuant to applicable
      securities legislation; 

	 	 	
       

	 	(q) 	
      the Subscriber has been advised that the business of the
      Company is in a start-up phase and acknowledges that there is no assurance
      that the Company will raise sufficient funds to adequately capitalize the
      business or that the business will be profitable in the future; 

	 	 	
       

	 	(r) 	
      no documents in connection with the sale of the
      Securities hereunder have been reviewed by the Securities and Exchange
      Commission or any state securities administrators; 

	 	 	
       

	 	(s) 	
      there is no government or other insurance covering any of
      the Securities; and 

	 	 	
       

	 	(t) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company.





	6. 	
      Representations, Warranties and Covenants of the
      Subscriber 



6.1 

The Subscriber
hereby represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the Closing) that: 

	 	(a) 	
      the Subscriber is resident in the jurisdiction set forth
      on page 2 underneath the Subscriber’s name and signature; 

	 	 	
       

	 	(b) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber; 

	 	 	
       

	 	(c) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time; 

	 	 	
       

	 	(d) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway
      whatsoever for the Subscriber’s decision to invest in the Securities and
      the Company;
  








	 	(e) 	
      all information contained in the Questionnaires are
      complete and accurate and may be relied upon by the Company and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Securities; 

	 	 	
       

	 	(f) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound; 

	 	 	
       

	 	(g) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber; 

	 	 	
       

	 	(h) 	
      it understands and agrees that none of the Securities
      have been registered under the 1933 Act or any 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 exemption from, or in a transaction not subject to, the
      Registration Requirements of the 1933 Act and in each case only in
      accordance with state securities laws; 

	 	 	
       

	 	(i) 	
      it is purchasing the Securities for its own account for
      investment purposes only and not for the account of any other person and
      not for distribution, assignment or resale to others, and no other person
      has a direct or indirect beneficial interest is such Securities, and the
      Subscriber has not subdivided his interest in the Securities with any
      other person; 

	 	 	
       

	 	(j) 	
      it is able to fend for itself in the Subscription and has
      the ability to bear the economic risks of its prospective investment and
      can afford the complete loss of such investment; 

	 	 	
       

	 	(k) 	
      if it is acquiring the Securities as a fiduciary or agent
      for one or more investor accounts, it has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgments, representations and agreements on behalf of such account;
      

	 	 	
       

	 	(l) 	
      it understands and agrees that the Company and others
      will rely upon the truth and accuracy of the acknowledgments,
      representations and agreements contained in sections 4 and 6 hereof and
      agrees that if any of such acknowledgments, representations and agreements
      are no longer accurate or have been breached, it shall promptly notify the
      Company; 

	 	 	
       

	 	(m) 	
      the Subscriber is not acquiring the Securities as a
      result of any form of general solicitation or general advertising
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising; 

	 	 	
       

	 	(n) 	
      no person has made to the Subscriber any written or oral
      representations: 




	 	(i) 	
      that any person will resell or repurchase any of the
      Securities, except as noted in Section 7, below; 

	 	 	
       

	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities; 

	 	 	
       

	 	(iii) 	
      as to the future price or value of any of the Securities;
      or 

	 	 	
       

	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system.
  







6.2 

In this
Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed
thereto in Regulation S and for the purpose of the Subscription includes any
person in the United States. 

	7. 	Acknowledgement and Waiver 


7.1 

The Subscriber has
acknowledged that the decision to purchase the Securities was solely made on the
basis of publicly available information. The Subscriber hereby waives, to the
fullest extent permitted by law, any rights of withdrawal, rescission or
compensation for damages to which the Subscriber might be entitled in connection
with the distribution of any of the Securities. 

	8. 	Representations and Warranties will be Relied Upon by the
      Company 


8.1 

The Subscriber
acknowledges that the acknowledgements, representations and warranties contained
herein and in the Questionnaires are made by it with the intention that they may
be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to purchase the Units under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Units under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Units, it will be representing and warranting that
the acknowledgements representations and warranties contained herein and in the
Questionnaire are true and correct as of the date hereof and will continue in
full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Units. 

	9. 	Resale Restrictions 


9.1 

The Subscriber
acknowledges that any resale of the Securities will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Securities may not be offered or sold in
the United States unless registered in accordance with federal securities laws
and all applicable state securities laws or exemptions from such registration
requirements are available. 

	10. 	Legending and Registration of Subject Securities
  


10.1


The Subscriber
hereby acknowledges that that upon the issuance thereof, and until such time as
the same is no longer required under the applicable securities laws and
regulations, the certificates representing any of the Securities will bear a
legend in substantially the following form:


“NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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 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.” 

10.2 

The Subscriber
hereby acknowledges and agrees to the Company making a notation on its records
or giving instructions to the registrar and transfer agent of the Company in
order to implement the restrictions on transfer set forth and described in this
Subscription Agreement. 

	11. 	Participation Right 


11.1 

 General. For a period of twelve months following
the closing of the Offering, each Subscriber has the right of first refusal to
purchase such Subscriber’s Pro Rata Share (as defined below) of all (or any
part) of any New Securities (as defined in Section 11.2 below) that the Company
may from time to time issue for equity financing purposes, specifically for
sales of shares of the Company’s common stock, provided however, such Subscriber
shall have no right to purchase any such New Securities if such Subscriber
cannot demonstrate to the Company’s reasonable satisfaction that such Subscriber
is at the time of the proposed issuance of such New Securities an “accredited
investor” as such term is defined in Regulation D under the Securities
Act or subject to an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act;. A Subscriber’s “Pro Rata Share” for
purposes of this right of first refusal is the ratio of (a) the number of shares
of the Company’s common stock purchased through this Offering which are owned by
such Subscriber, to (b) the total number of shares of Common Stock of the
Company then outstanding, for greater clarity, the number of the Company’s
shares of Common Stock outstanding immediately prior to the announcement of the
issuance of any New Securities. 




11.2 

 New Securities. “New Securities” shall mean any
Common Stock of the Company, whether now authorized or not; provided however,
that the term “New Securities” does not include: (a) shares of Common Stock
issued or issuable pursuant to an acquisition of assets or business; (b) shares
of Common Stock issuable upon exercise of any options, warrants or rights to
purchase any securities of the Company outstanding as of the date of this
Agreement and any securities issuable upon the conversion thereof; (c) shares of
Common Stock issued in connection with any stock split or stock dividend or
recapitalization; (d) shares of Common Stock (or options, warrants or rights
therefore) granted or issued hereafter to employees, officers, directors,
contractors, consultants or advisers to, the Company or any subsidiary of the
Company pursuant to incentive agreements, stock purchase or stock option plans,
stock bonuses or awards, warrants, contracts or other arrangements that are
approved by the Company’s Board of Directors (the “Board”); (e) any other shares
of Common Stock (and/or options or warrants therefore) issued or issuable
primarily for other than equity financing purposes and approved by the Board;
(f) shares of Common Stock issued or issuable by the Company to the public
pursuant to a registration statement filed under the Securities Act; (g) the
Company conducting a debt financing; and (h) in the case of the Company
conducting a debt financing any shares of Common Stock, warrants or other rights
convertible into shares of Common Stock that may be granted as a bonus or an
incentive in connection with the debt financing. 

11.3 

 Procedures. In the event that the Company proposes
to undertake an issuance of New Securities, it shall give to each Subscriber a
written notice of its intention to issue New Securities (the “Notice”),
describing the type of New Securities and the price and the general terms upon
which the Company proposes to issue such New Securities given in accordance with
Section 11.2. Each Subscriber shall have ten (10) days from the date such Notice
is effective, as determined pursuant to Section 11.2 based upon the manner or
method of notice, to agree in writing to purchase such Subscriber’s Pro Rata
Share of such New Securities for the price and upon the general terms specified
in the Notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased (not to exceed such Subscriber’s Pro
Rata Share). 

11.4 

 Failure to Exercise. In the event that the
Subscriber fails to exercise in full the right of first refusal within such ten
(10) day period, then the Company shall be free to sell the New Securities with
respect to which the Subscribers’ rights of first refusal hereunder were not
exercised. 

	12. 	Collection of Personal Information 


12.1 

The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscriber's personal information for the purpose
of fulfilling this Subscription Agreement and completing the Offering. The
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company's registrar and transfer agent, (c) Canadian tax
authorities, (d) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and (e) any of the other
parties involved in the Offering, including legal counsel, and may be included
in record books in connection with the Offering. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing Units as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing. 

	13. 	Costs 


13.1 

The Subscriber
acknowledges and agrees that all costs and expenses incurred by the Subscriber
(including any fees and disbursements of any special counsel retained by the
Subscriber) relating to the purchase of the Securities shall be borne by the
Subscriber. 





	14. 	Governing Law 


14.1


This Subscription Agreement is governed by the laws of the
Province of British Columbia and the federal laws of the Canada applicable
herein. The Subscriber, in its personal or corporate capacity and, if
applicable, on behalf of each beneficial purchaser for whom it is acting,
irrevocably attorns to the jurisdiction of the Province of British Columbia.


	15. 	Survival 


15.1 

This Subscription
Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Securities by the Subscriber pursuant hereto. 

	16. 	Assignment 


16.1 

This Subscription
Agreement is not transferable or assignable. 

	17. 	Execution 


17.1 

The Company shall
be entitled to rely on delivery by facsimile machine of an executed copy of this
Subscription Agreement and acceptance by the Company of such facsimile copy
shall be equally effective to create a valid and binding agreement between the
Subscriber and the Company in accordance with the terms hereof. 

	18. 	Severability 


18.1


The invalidity or
unenforceability of any particular provision of this Subscription Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Subscription Agreement.


	19. 	Entire Agreement 


19.1 

Except as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Securities and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else. 

	20. 	Notices 


20.1 

All notices and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 2 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement. 

	21. 	Counterparts 


21.1 

This Subscription
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall constitute an original and all of which together
shall constitute one instrument. 




APPENDIX 1 

PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE


All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Units of
Enertopia Corporation (the “Company”). The purpose of this Questionnaire is to
assure the Company that each Subscriber will meet the standards imposed by the
1933 Act and the appropriate exemptions of applicable state securities laws. The
Company will rely on the information contained in this Questionnaire for the
purposes of such determination. The Shares will not be registered under the 1933
Act in reliance upon the exemption from registration afforded by Section 3(b)
and/or Section 4(6) of the 1933 Act. This Questionnaire is not an offer of
Shares or any other securities of the Company in any state other than those
specifically authorized by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies) 


	_______ Category 1 	
      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 Shares, with total assets in excess of US $5,000,000;
    

	  	  
	_______ Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000; 

	  	  
	 _______ Category 3 	
      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; 

	 	 
	 _______ Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 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
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company 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 $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 company or registered investment
      adviser, or if the employee benefit plan has total assets in excess of
      $5,000,000, or, if a self- directed plan, whose investment decisions are
      made solely by persons that are accredited investors; 

	  	
      

	_______ Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	  	
      

	_______ Category 6 	
      A director or executive officer of the Company;


	  	
      

	_______ Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; 

	  	
      

	_______ Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories;






Note that prospective Subscribers
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
Subscriber’s status as an Accredited Investor. 

If the Subscriber is an entity which
initialled Category 8 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 Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity. 




IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ____ day of ________, 2011. 

	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.







- 3 - 

APPENDIX 2 

BRITISH COLUMBIA AND/OR NON-US PERSON QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions; 

	 	 	
       

	 	2. 	
      the Subscriber is (tick one or more of the following
      boxes): 




	 	 	(A) 	a director, executive officer, employee,
      founder or control person of the Company 	[   ]
	 	 	  	  	 
	 	 	(B) 	a spouse, parent, grandparent, brother, sister
      or child of a director, executive officer, founder or control person of
      the Company 	[   ]
	 	 	  	  	 
	 	 	(C) 	a parent, grandparent, brother, sister or child
      of the spouse of a director, executive officer, founder or control person
      of the Company 	[   ]
	 	 	  	  	 
	 	 	(D) 	a close personal friend of a director,
      executive officer, founder or control person of the Company 	[   ]
	 	 	  	  	 
	 	 	(E) 	a close business associate of a director,
      executive officer, founder or control person of the Company 	[   ]
	 	 	  	  	 
	 	 	(F) 	an accredited investor 	[   ]



	 	3. 	
      if the Subscriber has checked box B, C, D or E in
      paragraph 3 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship is:
      

	 		
	 	 	
       

	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with.) 

	 	 	
       

	 	4. 	
      if the Subscriber has ticked box F in Section 2 above,
      the Subscriber satisfies one or more of the categories of "accredited
      investor" (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box): 




	 	[   ] 	
      (a) a Canadian financial institution as defined in
      National Instrument 14-101, or an authorized foreign bank listed in
      Schedule III of the Bank Act (Canada); 

	 	 	
       

	 	[   ] 	
      (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act (Canada);









	 	[   ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary; 

	 	 	
       

	 	[   ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland); 

	 	 	
       

	 	[   ] 	
      (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d); 

	 	 	
       

	 	[   ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;


	 	 	
       

	 	[   ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec; 

	 	 	
       

	 	[   ] 	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof; 

	 	 	
       

	 	[   ] 	
      (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada;
      

	 	 	
       

	 	[   ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000; 

	 	 	
       

	 	[   ] 	
      (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year; 

	 	 	
       

	 	[   ] 	
      (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000; 

	 	 	
       

	 	[   ] 	
      (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements; 

	 	 	
       

	 	[   ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106; 

	 	 	
       

	 	[   ] 	
      (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt; 

	 	 	
       

	 	[   ] 	
      (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may be;
    








	 	[   ] 	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund; 

	 	 	
       

	 	[   ] 	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; 

	 	 	
       

	 	[   ] 	
      (s) an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function; 

	 	 	
       

	 	[   ] 	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited investors;
      

	 	 	
       

	 	[   ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or 

	 	 	
       

	 	[   ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into force;
  



The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Shares under relevant legislation. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ____ day of ________, 2011. 

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	  	 	Type of Entity 







	FACSIMILE TRANSMITTAL SHEET 
	  	  
	TO: 	FROM: 
	  	Sheila
      Condratow 
	COMPANY: 	DATE:
    
	  	  
	FAX NUMBER: 	TOTAL NO. OF PAGES INCLUDING COVER: 
	(604) 	1
  
	PHONE NUMBER: 	SENDER’S PHONE NUMBER: 
	(604) 	(604)
      665-7374 
	RE: 	SENDERS FAX NUMBER: 
	WIRE INSTRUCTIONS 	(604) 668-1450 


TO SEND A WIRE TO YOUR COMPANY’S BANK ACCOUNT, YOU WILL NEED TO
GIVE THE REMITTING BANK THE FOLLOWING INSTRUCTIONS...... 

	BENEFICIARY BANK: 	BANK OF MONTREAL 
	  	595 BURRARD STREET 
	  	VANCOUVER, B. C., CANADA 
	TRANSIT AND ACCOUNT NO.: 	00040 1516839 
	SWIFT BIC ADDRESS: 	BOFMCAM2 


TO SEND FUNDS FROM A U.S. BANK, IT MAY BE EASIER TO SEND
THROUGH OUR U.S.SUBSIDIARY –

	INTERMEDIARY BANK: 	WACHOVIA BANK, NA 
	  	New York 
	  	Fed wire ABA 026005092 
	  	  
	SWIFT CODE: 	PNBPUS3NNYC 






THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES 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").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
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, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA
UNLESS THE CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED
IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. 

PRIVATE PLACEMENT SUBSCRIPTION 
FOR NON U.S. SUBSCRIBERS


ENERTOPIA CORPORATION 

PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement. 

	 	
       

	2. 	
      COMPLETE the Questionnaire attached as Schedule A
      to this Subscription Agreement (the "Questionnaire"). 

	 	
       

	3. 	
      FAX a copy of page 2 of this Subscription
      Agreement, and all pages of the Questionnaire to the Company, attention
      Bal Bhullar at (604) 685 1602. 

	 	
       

	4. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement, together with the Questionnaire and PAYMENT, to
      the Company, at 



Enertopia Corporation 
Suite 950 1130 West Pender

Vancouver, British Columbia, V6E 4A4 




2

ENERTOPIA CORPORATION 
PRIVATE PLACEMENT 

The Subscriber hereby irrevocably subscribes for, and on
Closing will purchase from the Company, the following securities at a price
of CDN$0.10 per Unit 


	______ Units 



The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares and the Warrants as follows:


	REGISTRATION INSTRUCTIONS: 	 	DELIVERY INSTRUCTIONS: 
	 	 	 
	 	 	 
	Name to appear on certificate 	 	Name and account reference, if applicable

	 	 	 
	SIN/Tax ID No. 	 	Contact name 
	 	 	 
	  	 	Address 
	Address 	 	 
    
	  	 	Telephone number 


EXECUTED by the Subscriber this _______day of __________,
2011. By executing this Agreement, the Subscriber certifies that the Subscriber
and any beneficial purchaser for whom the Subscriber is acting is resident in
the jurisdiction shown as the “Address of the Subscriber”. The address of the
Subscriber will be accepted by the Company as a representative as to the address
of residency for the Subscriber. 

	WITNESS: 	 	EXECUTION BY SUBSCRIBER: 
	  	 	X 
	Signature of witness 	 	Signature of individual (if Subscriber is
      an individual) 
	  	 	X 
	Name of witness 	 	Authorized signatory (if Subscriber is not
      an individual) 
	  	 	  
	Address of witness 	 	Name of Subscriber (please print) 
	  	 	  
	  	 	Name of authorized signatory (please
      print) 
	ACCEPTED this day of ___________, 2011. 	 	
	ENERTOPIA CORPORATION 	 	 
	Per: 	 	Address of Subscriber (residence) 
	 	 	 
	Authorized signatory 	 	Telephone number and e-mail address
  


By signing this acceptance, the Company agrees to be bound by
all representations, warranties, covenants and agreements on pages 3-11 hereof.


This Subscription Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument. Delivery of
an executed copy of this Subscription Agreement by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy will be deemed to be execution and delivery of this Subscription
Agreement as of the date hereinafter set forth. 




3

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
"SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES 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").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT
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, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA
UNLESS THE CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED
IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. 

PRIVATE PLACEMENT SUBSCRIPTION 
(Non U.S. Subscribers
Only) 

	TO: 	Enertopia Corporation (the “Company”) 
	  	Suite 950 1130 West Pender 
	  	Vancouver, British Columbia, V6E 4A4
  


Purchase of Units 

	1. 	SUBSCRIPTION 


1.1 

The undersigned (the "Subscriber") hereby irrevocably
subscribes for and agrees to purchase the number of units of the Company's
common stock (the "Units") as set out on page 2 of this Subscription Agreement
at a price of CDN$0.10 per Unit (such subscription and agreement to
purchase being the "Subscription"), for the total subscription price as set out
on page 2 of this Subscription Agreement (the "Subscription Proceeds"), which
Subscription Proceeds are tendered herewith, on the basis of the representations
and warranties and subject to the terms and conditions set forth herein. 

1.2 

Each Unit will consist of one share of common stock in the
capital of the Company (each, a "Share"); and one common share purchase
warrant (“Warrant”) subject to adjustment. Each Warrant shall be
non-transferable and shall entitle the holder thereof to purchase one share of
common stock in the capital of the Company (each, a “Warrant Share”), as
presently constituted, for a period of twenty four months commencing from
the Closing (as defined hereafter), at a price per Warrant Share of
CDN$0.20. The Shares, Warrants and Warrant Shares are referred to as the
“Securities”. 

1.3  

In the event that the Company’s common shares, at any time
after 4 months and 1 day have elapsed from the Issue Date, as listed on a
Principal Canadian Market – currently the CNSX with symbol TOP - has been at or
above CDN$0.50 for a period of 20 consecutive trading days, the Company may
thereafter issue to the Subscribers a written notice advising of the accelerated
expiry of the Warrants. Such written notice shall identify in reasonable detail
the particulars of the acceleration event and identify the date (the "Warrant
Accelerated Expiry Date") set for accelerated expiry, which in no event shall be
less than 30 days after the mailing date of the written notice. For greater
certainty, all Warrants shall expire and be of no further force or effect as of
4:30 pm (Pacific Time) on the Warrant Accelerated Expiry Date.




4

1.4 

The Company hereby
agrees to sell, on the basis of the representations and warranties and subject
to the terms and conditions set forth herein, to the Subscriber the Units.
Subject to the terms hereof, the Subscription Agreement will be effective upon
its acceptance by the Company.

1.5 

Unless otherwise
provided, all dollar amounts referred to in this Subscription Agreement are in
lawful money of Canada. 

	2. 	PAYMENT 


2.1 

The Subscription
Proceeds must accompany this Subscription Agreement. The Subscriber authorizes
the Company's lawyers to deliver the Subscription Proceeds to the Company if the
Subscription Proceeds are delivered to the Company’s lawyers, without further
instructions required. 

2.2 

The Subscriber
acknowledges and agrees that this Subscription Agreement and any other documents
delivered in connection herewith will be held by the Company's lawyers on behalf
of the Company. In the event that this Subscription Agreement is not accepted by
the Company for whatever reason within 60 days of the delivery of an executed
Subscription Agreement by the Subscriber, or the minimum offering amount is not
achieved by that time, this Subscription Agreement, the Subscription Proceeds
and any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction. 

2.3 

Where the
Subscription Proceeds are paid to the Company, the Company may treat the
Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company. 

2.4 

The Subscriber
must complete, sign and return to the Company an executed copy of this
Subscription Agreement, the Questionnaire attached hereto as Schedule A (the
“Questionnaire”) and any other schedules attached hereto. 

2.5 

The Subscriber
shall complete, sign and return to the Company as soon as possible, on request
by the Company, any documents, questionnaires, notices and undertakings as may
be required by regulatory authorities, the OTC Bulletin Board, stock exchanges
and applicable law. 

2.6 

The Subscriber
acknowledges and agrees that the Company may solicit offers to purchase the
Units through its directors and officers on a non-brokered basis. In the event
that a person introduces the Company to a Subscriber, the Company may pay a
finder’s fee of up to 6 percent (6%) of the gross proceeds of the Offering,
payable in cash or Units of the Company in respect of any Units sold. 

	3. 	CLOSING 


3.1 

Closing of the purchase and sale of the Units shall occur
on or before 5PM PST January 24, 2011, or on such other date as may be
determined by the Company in its sole discretion (the "Closing Date"). The
Subscriber acknowledges that Units may be issued to other subscribers under this
offering (the "Offering") before or after the Closing Date. The Company, may, at
its discretion, elect to close the Offering in one or more closings, in which
event the Company may agree with one or more subscribers (including the
Subscriber hereunder) to complete delivery of the Shares and the Warrants to
such subscriber(s) against payment therefore at any time on or prior to the
Closing Date. 

	4. 	ACKNOWLEDGEMENTS OF SUBSCRIBER 


4.1 

The Subscriber
acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      Securities Act of 1933, as amended (the "1933 Act"), or under any state
      securities or "blue sky" laws of any state of the United States, and are
      being offered only in a transaction not involving any public offering
      within the meaning of the 1933 Act, and, unless so registered, may not be
      offered or sold in the United States or to U.S. Persons (as defined
      herein), except pursuant to an effective registration statement under the
      1933 Act, 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 and provincial
      securities laws; 







5

	 	(b) 	
      the Company will refuse to register any transfer of any
      of the Securities not made in accordance with the provisions of Regulation
      S, 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; 

	 	 	
       

	 	(c) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber satisfies one of the
      categories of registration and prospectus exemptions provided for in
      National Instrument 45-106 ("NI 45-106") adopted by the Canadian
      Securities Administrators (the "CSA"); 

	 	 	
       

	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Units agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Company and such decision is based solely upon a review
      of publicly available information regarding the Company available on the
      website of the United States Securities and Exchange Commission (the
      "SEC") available at www.sec.gov and on the System for Electronic Document
      Analysis and Retrieval website available at www.sedar.com and (the
      "Company Information"); 

	 	 	
       

	 	(e) 	
      the Subscriber and the Subscriber's advisor(s) have had a
      reasonable opportunity to review the Company Information and to ask
      questions of and receive answers from the Company regarding the Offering,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information contained in the Company Information, or any
      other document provided to the Subscriber; 

	 	 	
       

	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber's attorney and/or advisor(s); 

	 	 	
       

	 	(g) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the Units
      pursuant to this Subscription Agreement; 

	 	 	
       

	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and the Questionnaire and the Subscriber
      will hold harmless the Company from any loss or damage it may suffer as a
      result of the Subscriber's failure to correctly complete this Subscription
      Agreement and the Questionnaire; 

	 	 	
       

	 	(i) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any acknowledgment,
      representation or warranty of the Subscriber contained herein, the
      Questionnaire or in any other document furnished by the Subscriber to the
      Company in connection herewith, being untrue in any material respect or
      any breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection therewith;
      

	 	 	
       

	 	(j) 	
      the issuance and sale of the Units to the Subscriber will
      not be completed if it would be unlawful or if, in the discretion of the
      Company acting reasonably, it is not in the best interests of the Company;
      







6

	 	(k) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to the
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:
  




	 	(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and 

	 	 	
       

	 	(ii) 	
      applicable resale restrictions;





	 	(l) 	
      the Subscriber has not acquired the Units as a result of,
      and will not itself engage in, any "directed selling efforts" (as defined
      in Regulation S under the 1933 Act) in the United States in respect of any
      of the Securities which would include any activities undertaken for the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for the resale of any of the
      Securities; provided, however, that the Subscriber may sell or otherwise
      dispose of any of the Shares or the Warrant Shares pursuant to
      registration of any of the Shares or the Warrant Shares pursuant to the
      1933 Act and any applicable state securities laws or under an exemption
      from such registration requirements and as otherwise provided herein;
    

	 	 	
       

	 	(m) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement and is acquiring the
      Units as principal for its own account, for investment purposes only, and
      not with a view to, or for, resale, distribution or fractionalization
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Units; 

	 	 	
       

	 	(n) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Units, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; 

	 	 	
       

	 	(o) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus and to sell the Units through a person registered to
      sell securities under the Securities Act (British Columbia) (the
      “BC Act”) and, as a consequence of acquiring the Units pursuant to this
      exemption, certain protections, rights and remedies provided by the BC
      Act, including statutory rights of rescission or damages, will not be
      available to the Subscriber; 

	 	 	
       

	 	(p) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that currently
      certain market makers make market in the shares of the Company's common
      stock on the Pink Sheets; 

	 	 	
       

	 	(q) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Securities; 

	 	 	
       

	 	(r) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators; 

	 	 	
       

	 	(s) 	
      there is no government or other insurance covering any of
      the Securities; and 

	 	 	
       

	 	(t) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      subscription for any reason. 




	5. 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      SUBSCRIBER 


5.1 

The Subscriber
hereby represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the Closing Date) that: 




7

	 	(a) 	
      the Subscriber is not a U.S. Person (as defined herein);
      

	 	 	
       

	 	(b) 	
      the Subscriber is not acquiring the Units for the account
      or benefit of, directly or indirectly, any U.S. Person (as defined
      herein); 

	 	 	
       

	 	(c) 	
      the Subscriber is resident in the jurisdiction set out on
      page 2 of this Subscription Agreement; 

	 	 	
       

	 	(d) 	
      the Subscriber: 




	 	(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Units, 

	 	 	
       

	 	(ii) 	
      is purchasing the Units pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the Subscriber is permitted to purchase the
      Units under the applicable securities laws of the securities regulators in
      the International Jurisdiction without the need to rely on any exemptions,
      

	 	 	
       

	 	(iii) 	
      acknowledges that the applicable securities laws of the
      authorities in the International Jurisdiction do not require the Company
      to make any filings or seek any approvals of any kind whatsoever from any
      securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of any of the
      Securities, and 

	 	 	
       

	 	(iv) 	
      represents and warrants that the acquisition of the Units
      by the Subscriber does not trigger: 




	 	A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or 

	 	 	
       

	 	B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and 



the Subscriber will, if requested by
the Company, deliver to the Company a certificate or opinion of local counsel
from the International Jurisdiction which will confirm the matters referred to
in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably; 

	 	(e) 	
      the Subscriber is acquiring the Units as principal for
      investment only and not with a view to, or for, resale, distribution or
      fractionalization thereof, in whole or in part, and, in particular, it has
      no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons (as defined herein);
      

	 	 	
       

	 	(f) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement; 

	 	 	
       

	 	(g) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state securities laws;
  

	 	 	
       

	 	(h) 	
      the Subscriber acknowledges that it has not acquired the
      Units as a result of, and will not itself engage in, any "directed selling
      efforts" (as defined in Regulation S under the 1933 Act) in the United
      States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Shares or the
      Warrant Shares pursuant to registration of any of the Shares or the
      Warrant Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;
  







8

	 	(i) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber; 

	 	 	
       

	 	(j) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if applicable, the
      constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the Subscriber may be a party or by which the Subscriber is
      or may be bound; 

	 	 	
       

	 	(k) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber; 

	 	 	
       

	 	(l) 	
      the Subscriber has received and carefully read this
      Subscription Agreement; 

	 	 	
       

	 	(m) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment; 

	 	 	
       

	 	(n) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the Company, and
      the Subscriber is providing evidence of knowledge and experience in these
      matters through the information requested in the Questionnaire; 

	 	 	
       

	 	(o) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations, warranties, covenants and agreements contained in this
      Subscription Agreement and the Questionnaire, and agrees that if any of
      such acknowledgements, representations and agreements are no longer
      accurate or have been breached, the Subscriber shall promptly notify the
      Company; 

	 	 	
       

	 	(p) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment; 

	 	 	
       

	 	(q) 	
      the Subscriber is purchasing the Units for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Units,
      and the Subscriber has not subdivided his interest in the Units with any
      other person; 

	 	 	
       

	 	(r) 	
      the Subscriber is not an underwriter of, or dealer in,
      the shares of the Company's common stock, nor is the Subscriber
      participating, pursuant to a contractual agreement or otherwise, in the
      distribution of the Units; 

	 	 	
       

	 	(s) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to invest in the Securities and the Company;
  

	 	 	
       

	 	(t) 	
      if the Subscriber is acquiring the Units as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;
  







9

	 	(u) 	
      the Subscriber is not aware of any advertisement of any
      of the Units and is not acquiring the Units as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; 

	 	 	
       

	 	(v) 	
      no person has made to the Subscriber any written or oral
      representations: 




	 	(i) 	
      that any person will resell or repurchase any of the
      Securities, 

	 	 	
       

	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities, 

	 	 	
       

	 	(iii) 	
      as to the future price or value of any of the Securities,
      or 

	 	 	
       

	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation system, except
      that currently certain market makers make market in the shares of the
      Company's common stock on the Pink Sheets; and





	 	(w) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber's Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement: 




	 	(i) 	
      a fully completed and executed Questionnaire in the form
      attached hereto as Schedule A, and 

	 	 	
       

	 	(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber's qualification
      as a qualified investor. 



5.2 

In this
Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed
thereto in Regulation S promulgated under the 1933 Act and for the purpose of
the Subscription Agreement includes any person in the United States. 

	6. 	ACKNOWLEDGEMENT AND WAIVER 


6.1 

The Subscriber has
acknowledged that the decision to purchase the Units was solely made on the
Company Information. The Subscriber hereby waives, to the fullest extent
permitted by law, any rights of withdrawal, rescission or compensation for
damages to which the Subscriber might be entitled in connection with the
distribution of any of the Units. 

	7. 	REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE
      COMPANY 


7.1 

The Subscriber
acknowledges that the acknowledgements, representations and warranties contained
herein and in the Questionnaire are made by it with the intention that they may
be relied upon by the Company and its legal counsel in determining the
Subscriber's eligibility to purchase the Units under applicable securities
legislation, or (if applicable) the eligibility of others on whose behalf it is
contracting hereunder to purchase the Units under applicable securities
legislation. The Subscriber further agrees that by accepting delivery of the
certificates representing the Units, it will be representing and warranting that
the acknowledgements representations and warranties contained herein and in the
Questionnaire are true and correct as of the date hereof and will continue in
full force and effect notwithstanding any subsequent disposition by the
Subscriber of such Units. 




10

	8. 	RESALE RESTRICTIONS 


8.1 

The Subscriber
acknowledges that any resale of the Securities will be subject to resale
restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that none of the
Securities have been registered under the 1933 Act or the securities laws of any
state of the United States. None of the Securities may be offered or sold in the
United States unless registered in accordance with federal securities laws and
all applicable state securities laws or exemptions from such registration
requirements are available. 

	9. 	LEGENDING AND REGISTRATION OF SUBJECT SECURITIES
  


9.1 

The Subscriber
hereby acknowledges that upon the issuance thereof, and until such time as the
same is no longer required under the applicable securities laws and regulations,
the certificates representing any of the Shares, the Warrants or the Warrant
Shares will bear a legend in substantially the following form: 

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE
HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA
UNLESS THE CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED
IN THE U.S. OVER-THE-COUNTER MARKET ARE MET. 

9.2 

The Subscriber
hereby acknowledges and agrees to the Company making a notation on its records
or giving instructions to the registrar and transfer agent of the Company in
order to implement the restrictions on transfer set forth and described in this
Subscription Agreement. 

	10. 	PARTICIPATION RIGHT 


10.1 

 General. For a period of twelve months following
the closing of the Offering, each Subscriber has the right of first refusal to
purchase such Subscriber’s Pro Rata Share (as defined below) of all (or any
part) of any New Securities (as defined in Section 10.2 below) that the Company
may from time to time issue for equity financing purposes, specifically for
sales of shares of the Company’s common stock, provided however, such Subscriber
shall have no right to purchase any such New Securities if such Subscriber
cannot demonstrate to the Company’s reasonable satisfaction that such Subscriber is at
the time of the proposed issuance of such New Securities an “accredited
investor” as such term is defined in Regulation D under the Securities Act or
subject to an exemption from, or in a transaction not subject to, the
registration requirements of the 1933 Act;. A Subscriber’s “Pro Rata Share” for
purposes of this right of first refusal is the ratio of (a) the number of shares
of the Company’s common stock purchased through this Offering which are owned by
such Subscriber, to (b) the total number of shares of Common Stock of the
Company then outstanding, for greater clarity, the number of the Company’s
shares of Common Stock outstanding immediately prior to the announcement of the
issuance of any New Securities. 




11

10.2 

 New Securities. “New Securities” shall mean any
Common Stock of the Company, whether now authorized or not; provided however,
that the term “New Securities” does not include: (a) shares of Common Stock
issued or issuable pursuant to an acquisition of assets or business; (b) shares
of Common Stock issuable upon exercise of any options, warrants or rights to
purchase any securities of the Company outstanding as of the date of this
Agreement and any securities issuable upon the conversion thereof; (c) shares of
Common Stock issued in connection with any stock split or stock dividend or
recapitalization; (d) shares of Common Stock (or options, warrants or rights
therefore) granted or issued hereafter to employees, officers, directors,
contractors, consultants or advisers to, the Company or any subsidiary of the
Company pursuant to incentive agreements, stock purchase or stock option plans,
stock bonuses or awards, warrants, contracts or other arrangements that are
approved by the Company’s Board of Directors (the “Board”); (e) any other shares
of Common Stock (and/or options or warrants therefore) issued or issuable
primarily for other than equity financing purposes and approved by the Board;
(f) shares of Common Stock issued or issuable by the Company to the public
pursuant to a registration statement filed under the Securities Act; (g) the
Company conducting a debt financing; and (h) in the case of the Company
conducting a debt financing any shares of Common Stock, warrants or other rights
convertible into shares of Common Stock that may be granted as a bonus or an
incentive in connection with the debt financing. 

10.3 

 Procedures. In the event that the Company proposes
to undertake an issuance of New Securities, it shall give to each Subscriber a
written notice of its intention to issue New Securities (the “Notice”),
describing the type of New Securities and the price and the general terms upon
which the Company proposes to issue such New Securities given in accordance with
Section 10.2. Each Subscriber shall have ten (10) days from the date such Notice
is effective, as determined pursuant to Section 10.2 based upon the manner or
method of notice, to agree in writing to purchase such Subscriber’s Pro Rata
Share of such New Securities for the price and upon the general terms specified
in the Notice by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased (not to exceed such Subscriber’s Pro
Rata Share). 

10.4 

 Failure to Exercise. In the event that the
Subscriber fails to exercise in full the right of first refusal within such ten
(10) day period, then the Company shall be free to sell the New Securities with
respect to which the Subscribers’ rights of first refusal hereunder were not
exercised. 

	11. 	COLLECTION OF PERSONAL INFORMATION 


11.1 

The Subscriber acknowledges and consents to the fact that
the Company is collecting the Subscriber's personal information for the purpose
of fulfilling this Subscription Agreement and completing the Offering. The
Subscriber's personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company's registrar and transfer agent, (c) Canadian tax
authorities, (d) authorities pursuant to the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada) and (e) any of the other
parties involved in the Offering, including legal counsel, and may be included
in record books in connection with the Offering. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber's personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing Units as agent on behalf of an undisclosed
principal, the Subscriber agrees to provide, on request, particulars as to the
identity of such undisclosed principal as may be required by the Company in
order to comply with the foregoing. 




12

	12. 	COSTS 


12.1 

The Subscriber
acknowledges and agrees that all costs and expenses incurred by the Subscriber
(including any fees and disbursements of any special counsel retained by the
Subscriber) relating to the purchase of the Units shall be borne by the
Subscriber. 

	13. 	GOVERNING LAW 


13.1 

This Subscription Agreement is governed by the laws of the
Province of British Columbia. The Subscriber, in its personal or corporate
capacity and, if applicable, on behalf of each beneficial purchaser for whom it
is acting, irrevocably attorns to the exclusive jurisdiction of the Courts of
the Province of British Columbia. 

	14. 	SURVIVAL 


14.1 

This Subscription
Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Units by the Subscriber pursuant hereto. 

	15. 	ASSIGNMENT 


15.1 

This Subscription
Agreement is not transferable or assignable. 

	16. 	SEVERABILITY 


16.1


The invalidity or
unenforceability of any particular provision of this Subscription Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Subscription Agreement.


	17. 	ENTIRE AGREEMENT 


17.1


Except as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties with
respect to the sale of the Units and there are no other terms, conditions,
representations or warranties, whether expressed, implied, oral or written, by
statute or common law, by the Company or by anyone else.


	18. 	NOTICES 


18.1 

All notices and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 2 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement. 

	19. 	COUNTERPARTS AND ELECTRONIC MEANS 


19.1 

This Subscription
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall constitute an original and all of which together
shall constitute one instrument. Delivery of an executed copy of this
Subscription Agreement by electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy will be deemed to
be execution and delivery of this Subscription Agreement as of the date
hereinafter set forth. 




SCHEDULE A 

CANADIAN QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 ("NI
45-106"). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Subscription Agreement and
      the Subscriber is able to bear the economic risk of loss arising from such
      transactions; 

	 	 	
       

	 	2. 	
      the Subscriber is (tick one or more of the following
      boxes): 




	 	(A) 	
      a director, executive officer, employee or control person
      of the Company or an affiliate of the Company 
	[   ]
	 	  	
      
	 
	 	(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company 
	[   ]
	 	  	
      
	 
	 	(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company 
	[   ]
	 	  	
      
	 
	 	(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company 
	[   ]
	 	  	
      
	 
	 	(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company 
	[   ]
	 	  	
      
	 
	 	(F) 	
      an accredited investor 
	[   ]
	 	  	
      
	 
	 	(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F 
	[   ]
	 	  	
      
	 
	 	(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F 
	[   ] 
	 	  	
      
	 
	 	(I) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000 
	[   ] 






- 2 - 

	 	3. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      Section 2 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship is:
      

	 	 	
       

	 	 	
       

	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary). 

	 	 	
       

	 	4. 	
      if the Subscriber is resident in Ontario, the Subscriber
      is (tick one or more of the following boxes):





	 	(A) 	
      a founder of the Company 
	[  
  ]
	 	 	
       
	 
	 	(B) 	
      an affiliate of a founder of the Company 
	 [  
      ]
	 	 	
       
	 
	 	(C) 	
      a spouse, parent, brother, sister, grandparent or child
      of a director, executive officer or founder of the Company 
	 [  
      ]
	 	 	
       
	 
	 	(D) 	
      a person that is a control person of the Company 
	 [  
      ]
	 	 	
       
	 
	 	(E) 	
      an accredited investor 
	 [  
      ]
	 	 	
       
	 
	 	(F) 	
      purchasing as principal Securities with an aggregate
      acquisition cost of not less than CDN$150,000 
	 [  
      ]



	 	5. 	
      if the Subscriber has checked box A, B, C or D in Section
      4 above, the director, executive officer, founder or control person of the
      Company with whom the undersigned has the relationship is: 

	 	 	
       

	 	 	
       

	 		
      (Instructions to Subscriber: fill in the name of each
      director, executive officer, founder, affiliate and control person which
      you have the above-mentioned relationship with.) 

	 	 	
       

	 	6. 	
      if the Subscriber has ticked box F in Section 2 or box E
      in Section 4 above, the Subscriber satisfies one or more of the categories
      of "accredited investor" (as that term is defined in NI 45-106) indicated
      below (please check the appropriate box): 




	 	[   ] 	(a) a Canadian financial institution as defined in National Instrument
      14-101, or an authorized foreign bank listed in Schedule III of the
      Bank Act (Canada); 
	 	 	
       

	 	[   ] 	
      (b) the Business Development Bank of Canada incorporated
      under the Business Development Bank Act (Canada); 

	 	 	
       

	 	[   ] 	
      (c) a subsidiary of any person referred to in any of the
      foregoing categories, if the person owns all of the voting securities of
      the subsidiary, except the voting securities required by law to be owned
      by directors of that subsidiary; 

	 	 	
       

	 	[   ] 	
      (d) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland); 







- 3 - 

	 	[   ] 	
      (e) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (d); 

	 	 	
       

	 	[   ] 	
      (f) the government of Canada or a province, or any crown
      corporation or agency of the government of Canada or a province;


	 	 	
       

	 	[   ] 	
      (g) a municipality, public board or commission in Canada
      and a metropolitan community, school board, the Comite de gestion de la
      taxe scholaire de l'ile de Montreal or an intermunicipal management board
      in Québec; 

	 	 	
       

	 	[   ] 	
      (h) a national, federal, state, provincial, territorial
      or municipal government of or in any foreign jurisdiction, or any agency
      thereof; 

	 	 	
       

	 	[   ] 	
      (i) a pension fund that is regulated by either the Office
      of the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada;
      

	 	 	
       

	 	[   ] 	
      (j) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000; 

	 	 	
       

	 	[   ] 	
      (k) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year; 

	 	 	
       

	 	[   ] 	
      (l) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000; 

	 	 	
       

	 	[   ] 	
      (m) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements; 

	 	 	
       

	 	[   ] 	
      (n) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106; 

	 	 	
       

	 	[   ] 	
      (o) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt; 

	 	 	
       

	 	[   ] 	
      (p) a trust company or trust corporation registered or
      authorized to carry on business under the Trust and Loan Companies Act
      (Canada) or under comparable legislation in a jurisdiction of Canada
      or a foreign jurisdiction, acting on behalf of a fully managed account
      managed by the trust company or trust corporation, as the case may be;
    

	 	 	
       

	 	[   ] 	
      (q) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund; 

	 	 	
       

	 	[   ] 	
      (r) a registered charity under the Income Tax Act
      (Canada) that, in regard to the trade, has obtained advice from an
      eligibility advisor or an advisor registered under the securities
      legislation of the jurisdiction of the registered charity to give advice
      on the securities being traded; 







- 4 - 

	 	[   ] 	
      (s) an entity organized in a foreign jurisdiction that is
      analogous to any of the entities referred to in paragraphs (a) to (d) or
      paragraph (i) in form and function; 

	 	 	
       

	 	[   ] 	
      (t) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited investors;
      

	 	 	
       

	 	[   ] 	
      (u) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor; or 

	 	 	
       

	 	[   ] 	
      (v) a person that is recognized or designated by the
      securities regulatory authority or, except in Ontario and Québec, the
      regulator as (i) an accredited investor, or (ii) an exempt purchaser in
      Alberta or British Columbia after this instrument comes into force;
  



The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber's eligibility to acquire the Securities under relevant legislation.


IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ________ day of __________________, 2011. 

	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 
	 	 	 
	Signature 	 	Print or Type Name of Entity 
	 	 	 
	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 
	  	 	Type of Entity 






- 5 - 

	FACSIMILE TRANSMITTAL SHEET 
	  	  
	TO: 	FROM: 
	  	Sheila
      Condratow 
	COMPANY: 	DATE: 
	  	  
	FAX NUMBER: 	TOTAL NO. OF PAGES INCLUDING COVER: 
	(604) 	1
  
	PHONE NUMBER: 	SENDER’S PHONE NUMBER: 
	(604) 	(604)
      665-7374 
	RE: 	SENDERS FAX NUMBER: 
	WIRE INSTRUCTIONS 	(604) 668-1450 


TO SEND A WIRE TO YOUR COMPANY’S BANK ACCOUNT, YOU WILL NEED TO
GIVE THE REMITTING BANK THE FOLLOWING INSTRUCTIONS...... 

	BENEFICIARY BANK: 	BANK OF MONTREAL 
	  	595 BURRARD STREET 
	  	VANCOUVER, B. C., CANADA 
	TRANSIT AND ACCOUNT NO.: 	00040 1516839 
	SWIFT BIC ADDRESS: 	BOFMCAM2 


TO SEND FUNDS FROM A U.S. BANK, IT MAY BE EASIER TO SEND
THROUGH OUR U.S.SUBSIDIARY –

	INTERMEDIARY BANK: 	WACHOVIA BANK, NA 
	  	New York 
	  	Fed wire ABA 026005092 
	  	  
	SWIFT CODE: 	PNBPUS3NNYC