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






Exhibit 10.1

CONSULTING AGREEMENT 

THIS CONSULTING AGREEMENT (hereinafter referred to as
“Agreement”) is made and entered into effective as of October 1, 2011, 2011, by
and between Peter Grandich, (“Consultant”), and Enertopia Corp. (the “Company”).


R E C I T A L S : 

WHEREAS, Consultant has knowledge in the areas of (i) finance
and investment markets (ii) and public and investor relations, and provides
consulting services regarding the same; and WHEREAS, Company is desirous of
engaging Consultant to provide such services on the terms and conditions
contained herein: NOW THEREFORE, in consideration of the mutual covenants,
representations and warranties contained herein, the parties hereto hereby agree
as follows: 

1. Consultant's Services/Authority. Consultant shall
perform the services set forth on Schedule 1 to this Agreement (the
“Services”) for the Company. The Consultant shall make available such time as
it, in its reasonable discretion, shall deem appropriate for the performance of
its obligations under this Agreement. The Company acknowledges that the
Consultant shall also be entitled to render services to others during the term
hereof. Consultant shall have no authority to execute contracts for or on behalf
of the Company or otherwise to bind the Company to any legal obligation. 

2. Term. This Agreement shall have a term of twelve
months from the effective date hereof. Notwithstanding the foregoing, either
party can terminate this Agreement at any time by providing the other party with
thirty days prior written notice.

3. Consideration; Expenses. In consideration for the
Services to be performed by Consultant pursuant to this Agreement, the Company
shall pay the Consultant a consulting fee as follows: 

(a) Cash. Immediately upon
execution of the Agreement, the Company shall pay the Consultant $7,500 (U.S.)
for the first three months and subsequently, on the first day of each and every
successive month during the term of this Agreement, shall pay the Consultant
$2,500 (U.S.); 

(b) Securities. In addition to
the compensation set forth in Section 3(a), the Company shall issue a total of
200,000 stock options fully vesting in one year or less. To the extent any
provision of this paragraph varies from or is inconsistent with the Company’s
Stock Option Plan, the provision of the Stock Option Plan shall control. 

(c) The Company shall reimburse the
Consultant for all travel and other expenses authorized, in advance, by the
Company and reasonably incurred by the Consultant in connection with providing
the Services under this Agreement. Consultant shall submit invoices for all
expenses incurred in connection with the Services and the Company shall pay the
amounts due within fifteen (15) days of the receipt of such invoices. 

4. Independent Contractor Agreement. It is specifically
agreed and understood that in performing the Services, Consultant is acting as
an independent contractor and not as an agent or employee of the Company.
Further, nothing contained in this Agreement shall be construed to create the relationship of principal and agent, partnership,
joint venture or any other relationship between the parties hereto other than
the relationship of independent contractors. 




5. Representations and Warranties of Consultant.
Consultant represents and warrants to the Company, and covenants with Company,
as follows: 

(a) Consultant is duly and validly
organized and is validly existing and in good standing under the laws of the
State of New Jersey, and is duly qualified to conduct business in each
jurisdiction in which it engages in business; 

(b) Consultant has all requisite power
and authority, and all necessary authorizations, approvals, licenses and orders
required to enter into this Agreement and to be bound by the terms thereof; 

(c) There are no pending suits,
actions, investigations or proceedings of any kind, or current judgments, which
might, individually or in the aggregate, materially affect Consultant, its
financial status or ability to carry on the business contemplated hereunder;


(d) Consultant shall comply with all
applicable provisions of the United States federal and state securities laws and
all rules and regulations thereunder, and the securities laws and rules of all
applicable Canadian securities regulatory authorities and the Toronto Stock
Exchange and Canadian National Stock Exchange applicable to it in connection
with the provision of the Services under this Agreement; 

(e) In providing the Services hereunder
Consultant shall: 

(i) refrain from making or giving
representations as to the Company’s status, projects or prospects not
substantiated by the information and data provided and disclosed to the
Consultant by the Company or otherwise made available to the public by the
Company; 

(ii) refrain from making any untrue
statement of a material fact or from omitting to state any material fact
necessary in order to make a statement made by the Consultant not misleading in
light of the circumstances in which such statement was made; 

(iii) refrain from disclosing or
utilizing in the carrying out of its responsibilities hereunder any information
provided to it upon a confidential basis; provided, however, that such
confidential information is clearly marked as such at the time of disclosure or
is accompanied by a statement that it is confidential (confidential information
that is disclosed orally shall be identified as confidential at the time of
disclosure and then summarized in writing; such summary shall be marked as
confidential and provided to the Consultant within seven days after the oral
disclosure).

(iv) act always in full compliance
with the policies of the Toronto Stock Exchange and the Canadian National Stock
Exchange; 

(v) refrain from releasing,
distributing or disseminating any statements or materials regarding the Company,
its properties, projects and prospects unless: 

(A) such statements or materials, and
the information and data contained therein, have been authorized for release,
distribution or dissemination by the Company’s President and/or Chief Executive
Officer or its Chairman of the Board of Directors; or 




(B) if such statements or materials
contain geological information or data, such statements or materials have been
submitted for the review and approval of a geologist or geoscientist being a
Director or Officer of the Company and such geologist or geoscientist has
authorized the release, distribution or dissemination of such statements or
materials; 

(vi) submit, entirely, to the
supervisory authority of the Company’s President and/or C.E.O. and comply,
fully, with all directives of the President and/or C.E.O. and work directly with
the Company’s VP Corporate Communications.

(vii) always conduct itself, in
providing the Services, in a proper and businesslike manner; 

(f) The Consultant shall immediately
notify the Company upon learning of any fact or the occurrence of any event,
which would render any representation hereunder untrue or constitute a violation
of any warranty or covenant hereunder.

6. Representations and Warranties of Company. Company
represents and warrants to the Consultant, and covenants with Consultant, as
follows: 

(a) Company is duly and validly
organized and is validly existing and in good standing under the laws of the
State of Nevada, USA, and is duly qualified to conduct business in each
jurisdiction in which it engages in business; 

(b) Company has all requisite power and
authority, and all necessary authorizations, approvals, licenses and orders
required to enter into this Agreement and to be bound by its terms. The
consummation of such transactions will not result in the breach of any terms,
conditions or provisions of, or constitute a default under, any indenture,
agreement or other instrument to which it is a party or to which it may be
bound; 

(c) There are no pending suits,
actions, investigations or proceedings of any kind, or current judgments, which
might, individually or in the aggregate, materially affect the Company, its
financial status or ability to carry on its business purpose; 

(d) In connection with the Consultant’s
engagement, the Company will furnish Consultant with any information concerning
the Company that Consultant deems reasonable and appropriate and will provide
Consultant with access to the Company’s officers, directors, accountants,
counsel and other advisors, and the Company represents and warrants to
Consultant that all such information concerning the Company shall be true,
complete, and accurate in all material respects and will not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances existing
on the dates such information is provided, not misleading, and the Company
acknowledges and agrees that Consultant will be using and relying upon such
information supplied by the Company and its officers, agent and others and upon
any other publicly available information concerning the Company without any
independent investigation or verification thereof or independent appraisal by Consultant of the Company
or its business, properties or other assets; 




(e) Company shall comply with all
applicable provisions of the United States federal and state securities laws and
the securities laws and rules of all applicable Canadian securities regulatory
authorities and the Toronto Stock Exchange and the Canadian National Stock
Exchange; 

(f) To provide to the Consultant, on a
timely basis, and as soon as available, all financial statements, press
releases, material change reports, quarterly reports of the Company and such
other disclosure information and data as shall truly, fully and accurately
reflect the status and position of the Company; 

(g) The Company, its Board of Directors
and the geologist or geoscientist who is a Director, shall conscientiously
discharge their responsibilities respecting the review and approval of
statements and/or materials as described in paragraph 5(f); 

(h) The President and/or C.E.O. of the
Company shall conscientiously supervise and monitor the activities, materials,
statements and conduct of the Consultant, to ensure full and continuing
compliance with the policies of the Toronto Stock Exchange and the Canadian
National Stock Exchange, recognizing that the Board of Directors is ultimately
responsible for the activities, materials, statements and conduct of the
Consultant; 

(i) The Company shall immediately
notify the Consultant upon learning of any fact or the occurrence of any event,
which would render any representation hereunder untrue or constitute a violation
of any warranty or covenant hereunder.

7. Confidentiality. 

(a) The Consultant acknowledges and
agrees that in the performance of its obligations under this Agreement, it may
obtain knowledge of Confidential Information (as defined below) relating to the
business and affairs of the Company and/or its affiliated companies (the
“Affiliated Companies”). The Consultant shall not, without the prior written
consent of the Company, either during the term of this Agreement or any time
thereafter: 

(i) use or disclose any Confidential
Information outside of the Company or the Affiliated Companies; 

(ii) except in undertaking the
Services, remove or aid in the removal from the premises of the Company or any
of the Affiliated Companies any Confidential Information or any property or
material relating thereto; or 

(iii) use the Confidential Information
for any purpose other than in performing the Services. 

(b) The Consultant shall exercise a
reasonable degree of care in safeguarding the aforementioned Confidential
Information against loss, theft, or other inadvertent disclosure, and further
agrees to take all reasonable steps necessary to ensure the maintenance of
confidentiality. 

(c) Upon the termination of this
Agreement, or upon the Company’s earlier request, the Consultant shall promptly
deliver to the Company all of the Confidential Information that the Consultant
may have in its possession or control. 




(d) In this Agreement, “Confidential
Information” shall mean any information or knowledge including, without
limitation, any document, materials, formula, pattern, design, system, program,
device, software, plan, process, know how, research, discovery, strategy,
method, idea, client list, marketing strategy or employee compensation, or
copies or adaptations thereof, that; 

(i) relates to the business or affairs
of the Company and/or the Affiliated Companies; 

(ii) is private or confidential in
that it is not generally known or available to the public; and 

(iii) gives or would give the Company
and/or the Affiliated Companies an opportunity to obtain an advantage over
competitors who do not know of or use it. 

(e) Confidential Information shall
specifically not include anything that: 

(i) is in or enters lawfully into the
public domain other than as a result of a disclosure by the Consultant; 

(ii) becomes available to the
Consultant on a non-confidential basis from a source other than the Company, or
any of its representatives, and that source was not under any obligation of
confidentiality; or 

(iii) the Consultant is required to
disclose pursuant to an order of a court of competent jurisdiction or by the
operation of law; provided that the Consultant provides prompt prior written
notice to the Company of such required disclosure and of the action which is
proposed to be taken in response. In such an event, and only after the
Consultant shall have made a reasonable effort to obtain a protective order or
other reliable assurance affording such information confidential treatment at
the sole cost of the Company, the Consultant shall furnish only that portion of
the Confidential Information which it is required to disclose. 

8. Special Relationship. 

(a) The Consultant is in a special
relationship with the Company as such term is defined in applicable Canadian
securities laws. The Consultant agrees on its own behalf and on behalf of its
directors, officers, employees and agents (the “Consulting Group”) that the
Consulting Group will not trade any securities of the Company unless any
material information or changes have first been released to the public and
secondly that in the event of termination of this Agreement the Consulting Group
will keep confidential such information until it is publicly disclosed. 

(b) Notwithstanding the generality of
the foregoing, the Consulting Group will ensure that any trading which the
Consulting Group does in the Company’s securities is done in compliance with all
applicable securities laws. The Consulting Group agrees that it will not compete
with the Company by endeavouring to directly or indirectly acquire any business
or property interests based upon information learned from the Company, which
information shall not include general know-how or information that is or becomes
part of the general knowledge in the public domain. The Consulting Group agrees
to provide to the Company all materials delivered to the Consulting Group in
connection with this Agreement and all materials prepared by the Consulting Group
for the Company in connection with this Agreement, upon termination hereof. 




9. Indemnification.

(a) Except as involves a breach by the
Consultant of a representation, warranty or covenant set out in paragraphs 5, 7
and 8 hereof, Company hereby agrees to indemnify and hold harmless: 

(i) the Consultant, 

(ii) any entity directly or indirectly
controlling, controlled by, or under common control with, the Consultant
(collectively “Consultant Affiliates”), and 

(iii) the respective directors,
officers, managers, members, stockholders, and employees of the Consultant and
Consultant Affiliates (individually, “Indemnified Person” and, collectively,
“Indemnified Persons”), 

from and against all claims,
liabilities, losses, damages, and expenses as incurred (including reasonable
legal fees and disbursements of counsel) (collectively “Losses”) relating to or
arising out of the subject matter of this Agreement; Company also agrees that no
Indemnified Person shall have any liability (whether direct or indirect, in
contract or in tort or otherwise) to Company or any person claiming through
Company, including, without limitation, its owners, parents, affiliates,
security holders, or creditors, for any Losses suffered by any such other
person, relating to or arising out of the subject matter of this Agreement, and
further agrees that Consultant shall be reimbursed for any expenses as incurred
by any Indemnified Persons relating to the foregoing; provided, however, that
the foregoing indemnity and other obligations of Company shall exclude such
Losses as may arise from the willful misconduct of the Indemnified Persons; 

(b) Company acknowledges and agrees
that any obligations hereunder shall be in addition to any rights that any
Indemnified Person may have at law or otherwise; 

(c) The foregoing indemnification
provisions of this Section 9 shall survive the termination of this
Agreement.

10. Duty of Cooperation. Each party shall cooperate
fully and in good faith with any reasonable request by the other party to
respond to any regulatory investigation or inquiry, or legal action related to
any of the activities contemplated by this Agreement and shall make its books
and records available during normal business hours. If either party requires or
reasonably believes it needs copies of any records of the other party to respond
to any regulatory investigation, inquiry or claim or suit from any individual or
entity, the party from whom the records are requested shall supply copies of
such records in a timely manner. Each party shall make its records reasonably
available to any regulatory authorities or in any judicial or arbitration
proceeding involving the other party if requested by such other party. In the
foregoing circumstances, the requesting party shall bear all reasonable costs
involved with copying and delivering such records.

11. Severability. If any provision of this Agreement
otherwise is deemed to be invalid or unenforceable or is prohibited by the laws
of the state or jurisdiction where it is to be performed, this Agreement shall
be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall
not be part of the consideration moving from either of the parties to the other.
The remaining provisions of this Agreement shall be valid and binding and of
like effect as though such provision was not included. 




12. Governing Law. The Company acknowledges that the
Services to be provided by the Consultant shall be performed in and from the
State of New Jersey. The Company agrees that this Agreement and any dispute,
disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided herein
or performance shall be governed or interpreted according to the internal laws
of the State of New Jersey without regard to choice of law considerations;
provided, however, notwithstanding the foregoing, issues related to (i)
the issuance of Securities under Section 3(b), and (ii) the offer, sale and
promotion of the Company’s securities, shall be subject to (A) the applicable
federal and state securities laws of the United States, and (B) the applicable
Canadian securities laws 

13. Jurisdiction and Venue. Any action, suit or
proceeding arising out of, under or in connection with this Agreement shall be
brought and determined in the appropriate federal or state court in the State of
New Jersey and in no other forum. The parties irrevocably and unconditionally
submit to the personal jurisdiction of such courts and agree to take any and all
future action necessary to submit to the jurisdiction of such courts.

14. Amendments and Modifications. This Agreement may not
be amended, changed, modified or altered except in writing signed by both of the
parties hereto, nor may any rights of either of the parties be waived except in
writing signed by both parties. 

15. Entire Agreement. This Agreement, including the
attached Schedules which are incorporated herein and made a part hereof,
constitutes the entire agreement between the parties and shall be deemed to
supersede and cancel any other agreements between the parties relating to the
Services to be provided under this Agreement. None of the prior and/or
contemporaneous negotiations, preliminary drafts, or prior versions of this
Agreement leading up to its execution and not set forth herein shall be
construed to, or otherwise affect the validity of this Agreement. Each party
acknowledges that no representation, inducement or condition not set forth
herein has been made or relied upon by either party. 

16. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature. 

17. Benefit. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their legal representatives,
successors and assigns.

18. Notices and Addresses. All notices, offers,
acceptance and any other acts under this Agreement (except payment) shall be in
writing, and shall be sufficiently given if delivered to the addressees in
person, by Federal Express or similar receipted delivery, by facsimile delivery
or, if mailed, postage prepaid, by certified mail, return receipt requested, as
follows: 

	Consultant: 	Peter Grandich 
	  	7 Carleton Drive 
	  	Freehold, NJ 07728 
	  	Email peter@grandich.com








	The Company: 	Enertopia Corp 
	  	#205 – 171 Commercial Dr. 
	  	Kelowna, BC V1X 7W2 
	  	Email bossbunka@gmail.com 


or to such other address as either of them, by notice to the
other may designate from time to time. The transmission confirmation receipt
from the sender's facsimile machine shall be evidence of successful facsimile
delivery. Time shall be counted to, or from, as the case may be, the delivery in
person or by mailing. 

19. Attorney's Fees. In the event that there is any
controversy or claim arising out of or relating to this Agreement, or to the
interpretation, breach or enforcement thereof, and any action or proceeding is
commenced to enforce the provisions of this Agreement, the prevailing party
shall be entitled to an award by the court of reasonable attorney's fees, costs
and expenses. 

20. Assignment. This Agreement and the Services
contemplated hereunder are unique to the Consultant and Consultant shall not
have the right or ability to assign, transfer, or subcontract any obligations
under this Agreement without the written consent of Company. Any attempt to do
so shall be void. 

21. Regulatory Approval. This Agreement may be subject
to the approval of all regulatory authorities having jurisdiction over the
Company’s affairs, specifically including the Securities and Exchange
Commission, the British Columbia Securities Commission, the Alberta Securities
Commission and the Ontario Securities Commission and the Toronto Stock Exchange
and the Canadian National Stock Exchange. 

IN WITNESS WHEREOF the parties hereto have set their hand and
seals as of the date first above written. 

	WITNESSES: 	Company 
	 	_______________________
	                                                                                                                                   	By: 
	 	 
	WITNESSES: 	Consultant 
	 	_______________________ 
	                                                                                                                                   	By: Peter Grandich 






Schedule 1 
to that certain 
Consulting Agreement

by and between 
Peter Grandich and 
Enertopia Corp 
Dated October
1, 2011 

Schedule of Services 

	1- 	
      The Consultant shall assist the Company with the
      development and implementation of a public and investor relations
      and communications program in consultation with the Company’s Board
      of Directors; and 

	  	
       

	2- 	
      The Consultant shall engage in consultations with and
      provide ongoing assistance to the Directors and Management of the
      Company respecting development and enhancement of the Company’s
      public and market image and shall take such steps and implement
      such plans as the Company’s Board of Directors may authorize,
      following such consultation, to develop and enhance the Company’s
      market and public image. 

	  	
       

	3- 	
      Services include: strategic corporate planning advice,
      liaison with investment bankers, and review of potential
      acquisitions and mergers.