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






Exhibit 10.1

OPTION AGREEMENT 

THIS AGREEMENT made effective as of the 11th
day of October, 2011 

BETWEEN: 

Altar Resources ., with an
office at PO Box 42831, Tucson, Arizona 85733, USA (the "Optionor") 

OF THE FIRST PART 

AND: 

Enertopia Corporation, a
company with an office at Suite 950 1130 West Pender, Vancouver, BC, V6E 4A4
Canada (the "Optionee") 

OF THE SECOND PART 

AND: 

John Duncan, with and address
of 3579 N 2500 W, Cedar City, UT, 84721, USA ("Duncan") 

OF THE THIRD PART 

WHEREAS: 

A.      The Optionor entered in to a
letter of intent with the Optionee dated July 18, 2011 (the "LOI"), pursuant to
which the Optionee has the exclusive option to acquire an undivided 100% right,
title and interest in and to certain mineral claims as set out in Schedule A
(the "Arizona State Lease Lands"); Schedule B (the "Federal Claim
Lands"); and, the Right Of First Refusal (ROFR) properties as set out in
Schedule C (the "ROFR Lands") (the Arizona state lease lands, and
the Federal claim lands are collectively referred to as the "Concessions"
or the "Property" and taken together are known as the "Mildred Peak
Property"). The Optionor may acquire the Property, subject to the Royalty
(as defined herein), on the terms and conditions hereinafter set forth.

B.      The Concessions are either
held directly by the Optionor, or indirectly by the Optionor through an
agreement between the Optionor and Duncan, whereby he is holding any Concessions
personally held in trust by him for the benefit of the Optionor. It is agreed
that the Optionee will be acquiring the Concessions held by the Optionor and/or
John Duncan and that the Optionor will assign both the Arizona State Lease Lands
and the Federal Claim Lands to the Optionee.

C.      The Arizona State Lease Lands
and Federal Claim Lands which are owned directly or indirectly by the Optionor
are subject to a 2.5 per cent Net Smelter Returns Royalty from production from
such Concessions as more particularly described in Schedule A and B to this
Agreement. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the sum of $1.00 now paid by the Optionee to the Optionor (the
receipt and sufficiency of which is hereby acknowledged), the parties agree as
follows:

	1. 	
      DEFINITIONS. For the purposes of this Agreement the
      following words and phrases shall have the following meanings,
    namely:







2

	 	(a) 	
      "Escrow Agent" shall mean Macdonald Tuskey, Corporate
      Lawyers;

	 	 	 
	 	(b) 	
      "Option" means the option to acquire an undivided 100%
      right, title and interest in and to the Property, subject to the Royalty,
      as provided in this Agreement;

	 	 	 
	 	(c) 	
      "Option Period" means the period from the date of this
      Agreement to and including the date of exercise or termination of the
      Option;

	 	 	 
	 	(d) 	
      "Property" means the mineral claims located in Pima
      County, Arizona as more particularly set out in Schedules "A", "B" and "C"
      hereto, including any replacement or successor claims, and all
      mineral/mining leases and other mining interests derived from any such
      claims. Any reference herein to any mineral claim comprising the Property
      includes any mineral/mining leases or other interests into which such
      mineral claim may have been replaced or converted;

	 	 	 
	 	(e) 	
      "Property Rights" means all licenses, permits, easements,
      rights-of-way, certificates and other approvals obtained by either of the
      parties either before or after the date of this Agreement and necessary
      for the exploration of the Property, or for the purpose of placing the
      Property into production or continuing production therefrom;

	 	 	 
	 	(f) 	
      "Royalty" means a royalty of 2.5% of net smelter
      returns;

	 	 	 
	 	(g) 	
      "Shares" means the restricted shares of common stock in
      the capital of the Optionee, as constituted on the date hereof, to be
      issued to the Optionor pursuant to the exercise of the
  Option;




	2. 	
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      OPTIONOR.




	 	(a) 	
      The Optionor represents and warrants to and covenants
      with the Optionee, with the knowledge that the Optionee relies upon same
      in entering into this Agreement, that:




	 	(i) 	
      it has been duly formed and validly exists in good
      standing with respect to the filing of annual reports under the laws of
      its jurisdiction of formation;

	 	 	 
	 	(ii) 	
      no proceedings are pending for, and it is unaware of any
      basis for the institution of any proceedings leading to, its dissolution
      or winding up or being placed into bankruptcy;

	 	 	 
	 	(iii) 	
      it has all requisite power and capacity, and has duly
      obtained all requisite authorizations and performed all requisite acts, to
      enter into and perform its obligations hereunder, it has duly executed and
      delivered this Agreement and such constitutes a legal, valid and binding
      obligation of it enforceable against it in accordance with the Agreement's
      terms, and the entering into of this Agreement and the performance of its
      obligations hereunder does not and will not result in a breach of, default
      under or conflict with any of the terms and provisions of any of its
      constituting documents, any resolutions of its partners, any indenture,
      agreement or other instrument to which it is a party or by which it is
      bound or the Property may be subject, or any statute, order, judgment or
      other law or ruling of any competent authority;

	 	 	 
	 	(iv) 	
      it is legally entitled to hold the Property and the
      Property Rights and will remain so entitled until and always to the extent
      such is required for the due transfer to the Optionee of its requisite
      interest in and to the Property pursuant to and upon the exercise of the
      Option, subject to the Optionee keeping the claims in good
  standing as set out in Section 7(a) of this Agreement and subject to the
Optionee keeping the Underlying agreements in good standing.







3

	 	(v) 	
      subject to the Optionee keeping this Agreement and the
      underlying agreements in good standing, it is, and at the time of each
      transfer to the Optionee of an interest in and to the Property pursuant to
      and upon the exercise of the Option it will be, the beneficial owner of
      all right, title and interest in and to such transferred interest, free
      and clear of all liens, charges, claims, liabilities and adverse interests
      of any nature or kind, subject only to the 2.5% Royalty;

	 	 	 
	 	(vi) 	
      to the knowledge of the Optionor there are neither any
      adverse claims or challenges against, or to the ownership or title to, any
      of the mineral claims comprising the Property or to the validity or
      enforceability of any of the mineral agreements in respect thereof, nor to
      the knowledge of the Optionor after due inquiry is there any basis
      therefor, and there are no outstanding agreements, options or other rights
      and interests to acquire or purchase the Property or any portion thereof
      or any interest therein, and no person has any royalty or other interest
      whatsoever in the production from any of the mineral claims comprising the
      Property or otherwise except as disclosed in this Agreement;

	 	 	 
	 	(vii) 	
      to the knowledge of the Optionor it has the right to use
      the surface to the extent necessary subject to the overriding mining laws
      in effect in respect of the Property which are necessary or desirable to
      conduct the exploration and development thereof, including but not limited
      to the activities contemplated in Section 6 hereof;

	 	 	 
	 	(viii) 	
      no third party consent of any kind is required by the
      Optionor to enter into this Agreement and grant the Option contemplated
      hereby;

	 	 	 
	 	(ix) 	
      the Optionor has not conducted any work on the Property
      that was not in accordance with all applicable environmental laws, orders
      and rulings;

	 	 	 
	 	(x) 	
      any Shares issued to the Optionor have not been and will
      not be registered under the United States Securities Act of 1933, as
      amended (the "1933 Act"), or any State securities laws, and may not be
      offered and sold, directly or indirectly, in the United States or by or to
      or for the account or benefit of a U.S. Person (as defined in Regulation S
      ("Regulation S") promulgated under the 1933 Act) without registration
      under the 1933 Act and any applicable State securities laws, unless an
      exemption from registration is available;

	 	 	 
	 	(xi) 	
      that they understand the restricted Shares are being
      issued pursuant to the exemption from the registration requirements of the
      1933 Act of 1933, provided by Regulation D Rule 506 of such Securities
      Act, and that the Optionor qualifies as "accredited investor”
      thereunder;

	 	 	 
	 	(xii) 	
      the Optionee has no present intention and is not
      obligated under any circumstances to register the Shares, or to take any
      other actions to facilitate or permit any proposed resale or transfer
      thereof in the United States or otherwise by or to or for the account or
      benefit of a U.S. Person, and in particular, the Optionor and the Optionee
      further acknowledge and agree that the Optionee is hereby required to
      refuse to register any transfer of the Securities not made in accordance
      with the provisions of Regulation S, pursuant to registration under the
      1933 Act, or pursuant to an available exemption from
  registration;







4

	 	(xiii) 	
      in the event that any of the Shares are subject to a hold
      period or any other restrictions on resale and transferability, the
      Optionee will place a legend on the certificates representing the
      Securities as are required under Securities Act (British Columbia),
      the Canadian National Stock Exchange or as otherwise required by
      applicable regulatory authorities;

	 	 	 
	 	(xiv) 	
      the Optionor acknowledges and agrees that the Shares will
      be issued pursuant to pursuant to exemptions (the "Exemptions")
      from the registration and prospectus requirements of applicable securities
      laws. The Shares will be subject to a number of resale restrictions,
      including a restriction on trading. Until the restriction on trading
      expires, the Optionor will not be able to trade the Shares unless the
      Optionor complies with an exemption from the prospectus and registration
      requirements under applicable securities laws. The Optionor acknowledges
      and agrees that the Optionor will be receiving the Shares as Principal and
      that the Shares are being issued pursuant to the Exemption provided for in
      Section 2.13 (Petroleum, Natural Gas and Mining Properties) of
      National Instrument 45-106 –

	 	 	 
	 		
      Prospectus and Registration
  Exemptions.




	 	(b) 	
      The representations and warranties contained in this
      section are provided for the exclusive benefit of the Optionee, and a
      breach of any one or more thereof may be waived by the Optionee in whole
      or in part at any time without prejudice to its rights in respect of any
      other breach of the same or any other representation or warranty, and the
      representations and warranties contained in this section shall survive the
      execution and performance of this Agreement and of any transfers,
      assignments, deeds or further documents or acts of the parties respecting
      the Property.




	3. 	
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
      OPTIONEE.




	 	(a) 	
      The Optionee represents and warrants to and covenants
      with the Optionor, with the knowledge that the Optionor relies upon same
      in entering into this Agreement, that:




	 	(i) 	
      it has been duly incorporated, amalgamated or continued
      and validly exists as a corporation in good standing with respect to the
      filing of annual reports under the laws of its jurisdiction of
      incorporation, amalgamation or continuation;

	 	 	 
	 	(ii) 	
      no proceedings are pending for, and it is unaware of any
      basis for the institution of any proceedings leading to, its dissolution
      or winding up or being placed into bankruptcy or subject to any other laws
      governing the affairs of insolvent corporations;

	 	 	 
	 	(iii) 	
      it has all requisite corporate power and capacity, and
      has duly obtained all requisite corporate authorizations and performed all
      requisite corporate acts, to enter into and perform its obligations
      hereunder, it has duly executed and delivered this Agreement and such
      constitutes a legal, valid and binding obligation of it enforceable
      against it in accordance with the Agreement's terms, and the entering into
      of this Agreement and the performance of its obligations hereunder does
      not and will not result in a breach of, default under or conflict with any
      of the terms and provisions of any of its constituting documents, any
      resolutions of its shareholders or directors, any indenture, agreement or
      other instrument to which it is a party or by which it is bound or the
      Property may be subject, or any statute, order, judgment or other law or
      ruling of any competent authority applicable to it;
and







5

	 	(iv) 	
      it is lawfully authorized to hold mineral claims and real
      property under the laws of the jurisdiction in which the Property is
      situated?




	 	(b) 	
      The representations and warranties contained in this
      section are provided for the exclusive benefit of the Optionor, and a
      breach of any one or more thereof may be waived by the Optionor in whole
      or in part at any time without prejudice to its rights in respect of any
      other breach of the same or any other representation or warranty, and the
      representations and warranties contained in this section shall survive the
      execution hereof.




	4. 	
      GRANT AND EXERCISE OF OPTION.




	 	(a) 	
      The Optionor and Duncan hereby grant to the Optionee the
      sole and exclusive right and option to acquire up to an undivided 100%
      right, title and interest in and to the Property, free and clear of all
      charges, encumbrances, claims, liabilities and adverse interests of any
      nature or kind, except for the Royalty.

	 	 	 
	 	(b) 	
      The Option shall be in good standing and exercisable by
      the Optionee by paying the following amounts on or before the dates
      specified in the following schedule:




	 	(i) 	
      paying the Optionor $15,000 on signing the letter of
      intent (paid), and

	 	 	 
	 	(ii) 	
      paying the Optionor $56,000 on the execution of this
      Agreement (the "Earnest Money") and issuing to the Optionor 100,000 Shares
      in the capital stock of the Optionee as soon as practicable following the
      execution of this Agreement, and

	 	 	 
	 	(iii) 	
      paying the Optionor $40,000 and issuing to the Optionor
      100,000 Shares in the capital stock of the Optionee on or before the first
      anniversary of this Agreement, and

	 	 	 
	 	(iv) 	
      paying the Optionor $70,000 and issuing to the 200,000
      Shares in the capital stock of the Optionee on or before the second
      anniversary of the Agreement, and

	 	 	 
	 	(v) 	
      paying the Optionor $100,000 and issuing to the Optionor
      300,000 Shares in the capital stock of the Optionee on or before the third
      anniversary of the Agreement, and

	 	 	 
	 	(vi) 	
      paying the Optionor $200,000 and issuing to the Optionor
      300,000 Shares in the capital stock of the Optionee on or before the
      fourth anniversary of the Agreement, and

	 	 	 
	 	(vii) 	
      paying the Optionor $400,000 on or before the fifth
      anniversary of the Agreement, and




	 	(c) 	
      If the Federal Claim Lands referred to above, are NOT
      delivered in good standing to Enertopia within 90 days of the closing this
      agreement, then each of the payments referred to from 4.(b)(ii through and
      including 4.(b)(vii), shall be reduced by 20% of each listed
  amount.

	 	 	 
	 	(d) 	
      If the Arizona State Lease Lands referred to above, are
      NOT delivered in good standing to Enertopia within 90 days of the closing
      this agreement, then each of the payments referred to from 4.(b)(ii
      through and including 4.(b)(vii), shall be reduced by 80% of each listed
      amount.







6

	 	(e) 	
      If neither the Federal Claim Lands nor the Arizona State
      Lease Lands referred to above are delivered in good standing to Enertopia
      within 90 days of the closing this agreement, then each of the payments
      referred to from 4.(b)(ii through and including 4.(b)(vii) is null and
      void with the exception that the Optionor may retain a total of $11,700
      from payment 4.(b)(ii) to cover costs of filing and staking, and the
      balance of the payments in 4.(b)(ii) will be refunded to Optionee
      forthwith.

	 	 	 
	 	(f) 	
      The Optionor acknowledges and agrees that the Shares will
      be subject to hold periods and restrictions on resale in accordance with
      applicable securities laws.

	 	 	 
	 	(g) 	
      All payments made pursuant to Section 4(b) shall be made
      by check or wire transfer delivered to the Escrow Agent or to any single
      depository as the Optionor may instruct. Upon making payment to the Escrow
      Agent or depository, the Optionee shall be relieved of any responsibility
      for such payment to the Optionor.




	5. 	
      CONVEYANCE AND ESCROW
INSTRUCTIONS




	 	(a) 	
      Escrow Instructions




	 	(i) 	
      When executed and delivered, this Agreement will
      constitute the joint instructions of the Optionor and the Optionee to the
      Escrow Agent, which shall act as their independent escrow agent to
      receive, disburse, file, record and deliver all funds and documents in
      connection with the sale and purchase of the Property pursuant to the
      Option described in this Agreement.

	 	 	 
	 	(ii) 	
      By executing this Agreement the Optionor and/or Duncan
      hereby grant to the Optionee the sole and exclusive right to purchase the
      Property from the Optionor and/or Duncan, which right shall grant
      possession of the Property exclusively to the Optionee, its successors and
      assigns. During the term of the Agreement, the Optionee shall have the
      right to conduct all activities related to the mineral exploration,
      development and mining of the Property, subject to the terms of this
      Agreement.




	 	(b) 	
      Opening of Escrow; Earnest
Money




	 	(i) 	
      Within two (2) business days after the execution of this
      Agreement by both the Optionor and the Optionee, three (3) executed copies
      of this Agreement (or counterparts thereof) shall be deposited with Escrow
      Agent. Escrow Agent shall execute the acceptance on three (3)
      counterparts, substituting original signature pages as required, retain
      one (1) fully executed counterpart, and return fully executed counterparts
      to the Optionor and the Optionee. Escrow shall be opened when (i) Escrow
      Agent accepts this Agreement, and (ii) the Optionee deposits the Earnest
      Money with Escrow Agent (the "Opening of
Escrow").




	 	(c) 	
      Items to Be Delivered by the Optionor at Opening of
      Escrow. At or prior to the Opening of Escrow, the Optionor shall
      deliver or cause to be delivered to the Escrow
Agent:




	 	(i) 	
      A fully executed Deed to the Concessions in the form
      attached hereto as Schedule E for the Property; and

	 	 	 
	 	(ii) 	
      Any affidavit or disclosure statement or certification as
      may be required under the laws of the State of Arizona for the conveyance
      of the Property.







7

	 	(d) 	
      Items to Be Delivered by the Optionee at Opening of
      Escrow. At or prior to the Opening of Escrow, the Optionee, at its
      sole cost and expense, shall deliver, or cause to be delivered to the
      Escrow Agent:




	 	(i) 	
      Any affidavit or disclosure statement or certification as
      may be required under the laws of the State of Arizona for the conveyance
      of the Property; and

	 	 	 
	 	(ii) 	
      The initial payments due under this
  Agreement.




	 	(e) 	
      Change of Escrow Agent. The parties agree that
      Macdonald Tuskey Corporate Lawyers is the initial Escrow Agent, and that
      the Optionee has the unilateral authority to change the Escrow Agent
      providing the new Escrow Agent agrees in writing to abide by the terms of
      this Agreement.

	 	 	 
	 	(f) 	
      Close of Escrow and Delivery of
  Title.




	 	(i) 	
      Close of Escrow. The closing of the escrow with
      respect to the conveyance of the Property (the "Close of Escrow") shall
      occur upon the Optionee completing payment to the Optionor the payments
      described in Section 4(b) above. If the date for the Close of Escrow is
      not a business day for the Escrow Agent or the County Recorder of the
      county in which the Property is located, then the Close of Escrow shall
      occur on the first business day thereafter. The Close of Escrow shall
      occur at the office of Escrow Agent or at such other location as the
      parties may agree. The Optionee shall have the right to close prior to the
      Closing Deadline upon providing the Optionor and Escrow Agent with not
      less than ten (10) days prior written notice and payment of the full
      purchase price.

	 	 	 
	 	(ii) 	
      Delivery of Title. Escrow Agent, upon receiving
      full payment of the balance due under Section 4(b), shall deliver to the
      Optionee, or its heirs or assigns, the executed deed described in Section
      5(b) above.




	 	(g) 	
      The use of an Escrow Agent in relation to this agreement
      may be waived if and only if both the Optionor and the Optionee so agree
      in writing.




	6. 	
      AREA OF MUTUAL INTEREST



The Area of Mutual Interest means any parcel of land at least
50% of which by surface area falls within the boundary outlined in red of Lands
in Schedule “D” attached.

	 	(a) 	
      In the event Altar or Duncan acquires a parcel of land,
      (the “Acquisition Lands”) 50% or more of which is located within the AMI,
      Altar or Duncan shall immediately give notice in writing to Enertopia (the
      “Acquisition Notice”) setting out the nature of the interest acquired, the
      price paid therefore together with the obligations assumed or to be
      assumed in connection therewith. Enertopia shall have the right, within
      forty-five (45) days after the actual and documented receipt by it of such
      Acquisition Notice, to acquire a 100% option by paying 100% of such
      acquisition costs and obligations assumed by Altar or Duncan. These lands
      will be included in the AMI and shall be subject to this Agreement if
      Enertopia exercises its right within 45 days.

	 	 	 
	 	(b) 	
      If Enertopia does not elect to acquire an interest in the
      Acquisition Lands within the 45 day period noted above, it shall have no
      interest in the Acquisition Lands, and the Acquisition Lands will not be
      included in the AMI nor shall they be subject to this
  Agreement.







8

	 	(c) 	
      In the event Enertopia acquires a parcel of land, (the
      “Acquisition Lands”) 50% or more of which is located within the AMI,
      Enertopia shall immediately give notice in writing to Altar and Duncan
      (the “Acquisition Notice”) setting out the nature of the interest
      acquired, the price paid therefore together with the obligations assumed
      or to be assumed in connection therewith. These Acquisition Lands will be
      included in the AMI and shall be subject to this
  Agreement.




	7. 	
      RIGHT OF ENTRY. Throughout the Option Period, the
      Optionee and its directors, officers, employees, servants, agents and
      independent contractors, shall have the sole and exclusive right in
      respect of the Property to:




	 	(a) 	
      enter thereon;

	 	 	 
	 	(b) 	
      have exclusive and quiet possession thereof;

	 	 	 
	 	(c) 	
      do such prospecting, exploration, development and other
      mining work thereon and thereunder as the Optionee in its sole discretion
      may determine advisable;

	 	 	 
	 	(d) 	
      bring upon and erect upon the Property such buildings,
      plant, machinery and equipment as the Optionee may deem advisable;
    and

	 	 	 
	 	(e) 	
      remove therefrom and dispose of reasonable quantities of
      ores, minerals and metals for the purposes of obtaining assays or making
      other tests.




	8. 	
      OBLIGATIONS OF THE OPTIONEE DURING OPTION PERIOD. During
      the Option Period, the Optionee shall:




	 	(a) 	
      maintain in good standing those mineral claims comprising
      the Property by the doing and filing of assessment work or the making of
      payments in lieu thereof, by the payment of taxes and rentals, and the
      performance of all other actions which may be necessary in that regard and
      in order to keep such mineral claims free and clear of all liens and other
      charges arising from the Optionees activities thereon except those at the
      time contested in good faith by the Optionee;

	 	 	 
	 	(b) 	
      keep the Mining Claims and Leases in good standing by
      making payments to the Bureau of Land Management ("BLM") and to Pima
      County on or before August 31 of each year during the currency hereof and
      by the doing of all other acts and things and making all other payments
      which may be necessary in these regards, including, but not limited to,
      any payments or acts required by the BLM and the State of
  Arizona;

	 	 	 
	 	(c) 	
      keep the Agreement and the underlying agreements in good
      standing during the Option Period;

	 	 	 
	 	(d) 	
      permit the partners, employees and designated consultants
      of the Optionor, at their own risk and expense, access to the Property at
      all reasonable times, and the Optionor agrees to indemnify the Optionee
      against and to save it harmless from all costs, claims, liabilities and
      expenses that the Optionee may incur or suffer as a result of any injury
      (including injury causing death) to any partner, employee or designated
      consultant of the Optionor while on the Property;

	 	 	 
	 	(e) 	
      do all work on the Property in a good and workmanlike
      fashion and in accordance with all applicable laws, regulations, orders
      and ordinances of any governmental authority;

	 	 	 
	 	(f) 	
      indemnify and save the Optionor harmless in respect of
      any and all costs, claims, liabilities and expenses arising out of the
      Optionees activities on the Property, but the Optionee shall incur no
      obligation hereunder in respect of any such costs, claims, liabilities and
      expenses arising or damages suffered after termination of the Option if
      upon termination of the Option any workings on or improvements to the
      Property made by the Optionee are left in a safe condition and in full
      compliance with requirements of all environmental laws and
    regulations;







9

	 	(g) 	
      permit the Optionor, at its own expense, reasonable
      access to the Property as long as this agreement is in effect;

	 	 	 
	 	(h) 	
      Optionee shall provide and maintain comprehensive general
      liability insurance against claims for personal injury, including, without
      limitation, bodily injury, death or property damage occurring on, in or
      about the Property, of a limit of not less than Three Million Dollars
      ($3,000,000.00). The Optionee shall provide to the Optionor a certificate
      of insurance. The Optionor will be added as an additional insured to the
      policy.

	 	 	 
	 	(i) 	
      deliver to the Optionor, forthwith upon receipt thereof,
      copies of all reports, maps, assay results and other technical data
      compiled by or prepared at the direction of the Optionee with respect to
      the Property.



The Optionor acknowledges and agrees
that all technical and other information concerning the Property provided by the
Optionee to it, directly or indirectly, shall be treated as confidential
information, and it shall not copy, transmit or otherwise disclose, disseminate
or use such information, including but not limited to use in violation of
insider trading and other provisions of applicable securities laws, without the
express written consent of the Optionee, except for information news released or
made public in another manner by the Optionee prior to release by the Optionor.


	9. 	
      TERMINATION OF OPTION.




	 	(a) 	
      The Option shall terminate:




	 	(i) 	
      subject to paragraph 15 hereof, upon the Optionee failing
      to make any payment or issuance of Shares which must be made or issued in
      exercise of the Option;

	 	 	 
	 	(ii) 	
      subject to paragraph 15 hereof, upon the Optionee failing
      to remedy a default as provided therein; or

	 	 	 
	 	(iii) 	
      at any other time, by the Optionee giving a minimum of
      ninety (90) days notice of such termination to the Optionor. In the event
      that the Optionee provides such notice less than ninety (90) days prior to
      August 31st of any year, the Optionee shall pay all claim maintenance fees
      and lease payments for such year.




	 	(b) 	
      If the Option is terminated otherwise than upon the
      exercise thereof, the Optionee shall:




	 	(i) 	
      leave in good standing, for a period of at least 12
      months from the termination of the Option Period, those mineral claims
      comprising the Property, to the extent allowable by the laws of the
      jurisdiction in which the Property is situate;

	 	 	 
	 	(ii) 	
      deliver or make available at no cost to the Optionor,
      within 90 days of such termination, all drill core, RC hole chip trays,
      copies of all reports, maps, assay results and other relevant technical
      data compiled by, prepared at the direction of, or in the possession of
      the Optionee with respect to the Property and not theretofore furnished or
      made available to the Optionor;

	 	 	 
	 	(iii) 	
      reclaim the Property in accordance with the requirements
      of all applicable environmental laws and regulations, but only to the
      extent that such requirements result from the Optionees activities on the
      Property hereunder.




	 	(c) 	
      If the Option is terminated otherwise than upon the
      exercise thereof, the Optionee shall have the right, within a period of
      180 days following the end of the Option Period, to remove from the
      Property all buildings, plant, equipment, machinery, tools, appliances and
      supplies which have been brought upon the Property by or on behalf of the Optionee,
and any such property not removed within such 180 day period shall thereafter
become the property of the Optionor. 







10

	10. 	
      POWER TO CHARGE PROPERTY. The Optionor shall not grant or
      permit to exist any liens, charges or mortgages (collectively referred to
      as an "encumbrance") upon the property or any portion thereof. At any time
      after the Optionee has exercised the Option, in whole or in part, the
      Optionee may grant encumbrances upon the Property or any portion thereof,
      upon any mill or other fixed assets located thereon, and upon any or all
      of the tangible personal property located on or used in connection with
      the Property, to secure financing for the development of the Property,
      always provided that, unless otherwise agreed to by the Optionor, it shall
      be a term of each encumbrance that the encumbrancee or other person
      acquiring title to the Property upon enforcement of the encumbrance shall
      hold the same subject to the Royalty as if the encumbrancee or such other
      person had executed this Agreement.

	 	 
	11. 	
      TRANSFERS. The Optionee may at any time either during the
      Option Period or thereafter, sell, transfer or otherwise dispose of all or
      any portion of its interest in and to the Property and this Agreement
      provided that any purchaser, transferee or recipient of any such interest
      shall have first delivered to the Optionor a written agreement to be bound
      by the terms of this Agreement.

	 	 
	12. 	
      SURRENDER OF PROPERTY INTERESTS PRIOR TO TERMINATION OF
      AGREEMENT. The Optionee may at any time during the Option Period elect to
      abandon any one or more of the mineral claims comprised in the Property by
      giving notice to the Optionor of such intention. Any claims so abandoned
      shall be in good standing under the laws of the jurisdiction in which they
      are situate for at least 12 months from the date of abandonment. Upon any
      such abandonment, the mineral claims so abandoned shall for all purposes
      of this Agreement cease to form part of the Property and, if title to such
      claims has been transferred to the Optionee, the Optionee shall retransfer
      such title to the Optionor at the Optionees expense.

	 	 
	13. 	
      FORCE MAJEURE.




	 	(a) 	
      If the Optionee is at any time either during the Option
      Period or thereafter prevented or delayed in complying with any provisions
      of this Agreement by reason of strikes, lock-outs, labour shortages, power
      shortages, fuel shortages, fires, wars, acts of God, governmental
      regulations restricting normal operations, shipping delays or any other
      reason or reasons, other than lack of funds, beyond the control of the
      Optionee, the time limited for the performance by the Optionee of its
      obligations hereunder shall be extended by a period of time equal in
      length to the period of each such prevention or delay except where in
      violation of the underlying agreements, but nothing herein shall discharge
      the Optionee from its obligations hereunder to maintain the Property in
      good standing;

	 	 	 
	 	(b) 	
      The Optionee shall give prompt notice to the Optionor of
      each event of force majeure and upon cessation of such event shall furnish
      to the Optionor with notice to that effect together with particulars of
      the number of days by which the obligations of the Optionee hereunder have
      been extended by virtue of such event of force majeure and all preceding
      events of force majeure.




	14. 	
      CONFIDENTIAL INFORMATION. No information furnished by the
      Optionee to the Optionor hereunder in respect of the activities carried
      out on the Property by the Optionee, or related to the sale of minerals,
      ore, bullion or other product derived from the Property, shall be
      published or disclosed by the Optionor without the prior written consent
      of the Optionee, but such consent in respect of the reporting of factual
      data shall not be unreasonably withheld, and shall not be withheld in
      respect of information required to be publicly disclosed pursuant to
      applicable securities or corporation laws, regulations or policies. Where
      such information has been news released or put into the public domain in
      some other manner by the Optionee no such approval is necessary either
      prior to or following disclosure by the Optionor.

	 	 
	15. 	
      ARBITRATION.







11

	 	(a) 	
      All questions or matters in dispute under this Agreement
      shall be submitted to arbitration pursuant to the terms hereof.

	 	 	 
	 	(b) 	
      It shall be a condition precedent to the right of any
      party to submit any matter to arbitration pursuant to the provisions
      hereof, that any party intending to refer any matter to arbitration shall
      have given not less than 30 days' prior notice of its intention to do so
      to the other party, together with particulars of the matter in dispute. On
      the expiration of such 30 days, the party who gave such notice may proceed
      to refer the dispute to arbitration as provided in paragraph
(c).

	 	 	 
	 	(c) 	
      The party desiring arbitration shall appoint one
      arbitrator, and shall notify the other party of such appointment, and the
      other party shall, within 30 days after receiving such notice, either
      consent to the appointment of such arbitrator which shall then carry out
      the arbitration or appoint an arbitrator, and the two arbitrators so
      named, before proceeding to act, shall, within 30 days of the appointment
      of the last appointed arbitrator, unanimously agree on the appointment of
      a third arbitrator to act with them and be chairman of the arbitration
      herein provided for. If the other party shall fail to appoint an
      arbitrator within 30 days after receiving notice of the appointment of the
      first arbitrator, the first arbitrator shall be the only arbitrator. If
      the two arbitrators appointed by the parties shall be unable to agree on
      the appointment of the chairman, the chairman shall be appointed under the
      provisions of the Commercial Arbitration Act of British Columbia.
      Except as specifically otherwise provided in this section, the arbitration
      herein provided for shall be conducted in accordance with such Act. The
      chairman, or in the case where only one arbitrator is appointed, the
      single arbitrator, shall fix a time and place in Vancouver, British
      Columbia, for the purpose of hearing the evidence and representations of
      the parties, and he shall preside over the arbitration and determine all
      questions of procedure not provided for under such Act or this section.
      After hearing any evidence and representations that the parties may
      submit, the single arbitrator, or the arbitrators, as the case may be,
      shall make an award and reduce the same to writing, and deliver one copy
      thereof to each of the parties. The expense of the arbitration shall be
      paid as specified in the award.

	 	 	 
	 	(d) 	
      The parties agree that the award of a majority of the
      arbitrators, or in the case of a single arbitrator, of such arbitrator,
      shall be final and binding upon each of them.




	16. 	
      DEFAULT. If at any time during the Option Period, the
      Optionee is in default of any material provision in this Agreement, the
      Optionor may terminate this Agreement, but only
if:




	 	(a) 	
      it shall have first given to the Optionee a notice of
      default containing particulars of the obligation which the Optionee has
      not performed, or the warranty breached; and

	 	 	 
	 	(b) 	
      the Optionee has not, within 60 days following delivery
      of such notice of default, cured such default or commenced proceedings to
      cure such default by appropriate payment or performance, the Optionee
      hereby agreeing that should it so commence to cure any default it will
      prosecute the same to completion without undue
delay.




		
      Should the Optionee fail to comply with the provision of
      subparagraph (b), the Optionor may thereafter terminate this Agreement by
      giving notice thereof to the Optionee, always provided that the default in
      question has not been cured or substantially cured at the time of the
      Optionee giving such notice of termination.

	 	 
	17. 	
      NOTICES. Each notice, demand or other communication
      required or permitted to be given under this Agreement shall be in writing
      and shall be delivered or telecopied to such party at the address for such
      party specified above. The date of receipt of such notice, demand or other
      communication shall be the date of delivery thereof if delivered or, if
      given by telecopier (with electronic confirmed receipt), shall be deemed
      conclusively to be the next business day. Either party may at any time and
      from time to time notify the other party in writing of a change of address and
the new address to which notice shall be given to it thereafter until further
change. 







12

	18. 	
      GENERAL.




	 	(a) 	
      This Agreement shall supersede and replace any other
      agreement or arrangement, whether oral or written, heretofore existing
      between the parties in respect of the subject matter of this
    Agreement.

	 	 	 
	 	(b) 	
      No consent or waiver expressed or implied by either party
      in respect of any breach or default by the other in the performance by
      such other of its obligations hereunder shall be deemed or construed to be
      a consent to or a waiver of any other breach or default.

	 	 	 
	 	(c) 	
      The parties shall promptly execute or cause to be
      executed all documents, deeds, conveyances and other instruments of
      further assurance and do such further and other acts which may be
      reasonably necessary or advisable to carry out fully the intent of this
      Agreement or to record wherever appropriate the respective interest from
      time to time of the parties in the Property.

	 	 	 
	 	(d) 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties and their respective successors and permitted
      assigns.

	 	 	 
	 	(e) 	
      This Agreement shall be governed by and construed in
      accordance with the laws of British Columbia.

	 	 	 
	 	(f) 	
      Time shall be of the essence in this Agreement.

	 	 	 
	 	(g) 	
      Wherever the neuter and singular is used in this
      Agreement it shall be deemed to include the plural, masculine and
      feminine, as the case may be.



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

	SIGNED AND DELIVERED BY 	SIGNED AND DELIVERED BY 
	Altar Resources. 	Altar Resources. 
	  	  
	  	  
	Per: ______________________	Per: ______________________
	        Authorized
      Signatory 	       
      Authorized Signatory 
	  	  
	  	  
	SIGNED AND DELIVERED BY 	SIGNED AND DELIVERED BY 
	Altar Resources. 	Altar Resources. 
	  	  
	  	  
	Per: ______________________	Per: ______________________
	        Authorized
      Signatory 	        Authorized
      Signatory 






13


	SIGNED AND DELIVERED BY 
	Enertopia Corporation 
	 
	  
	Per: ______________________
	       Authorized
      Signatory 
	 
	  
	Per: ______________________
	       Authorized
      Signatory 
	 
	 
	SIGNED AND DELIVERED BY 
	John Duncan 
	 
	 
	Per: ______________________
	        John Duncan
  







Schedule A,B,C below are the historic claim names and numbers
for reference to the lands in this agreement; new claim numbers will be inserted
once approved by Federal and State agencies. 

SCHEDULE "A" 

Arizona State Lease Lands 


	Claim Name 	Pima County, Arizona 
Instrument
      Number 	AZMC No.

	 	08-114655  	 
	 	08-114658  	 
	 	08-114660  	 
	 	08-114661  	 
	 	08-114662  	 
	 	08-114664  	 
	 	08-114665  	 
	 	08-114666  	 
	 	08-114667  	 
	 	08-114668  	 
	 	08-114669  	 
	 	New
      lease south of 08-114665  	 







SCHEDULE "B" 

Federal Claims lands 


	Claim Name 	Pima, Arizona
      
Instrument Number 	BLM AMC No. 
	BAB 1 	 	 
    
	BAB 2 	 	 
    
	BAB 3 	 	 
    
	BAB 4 	 	 
    
	BAB 5 	 	 
    
	BAB 6 	 	 
    
	BAB 7 	 	 
    
	BAB 8 	 	 
    
	BAB 9 	 	 
    
	BAB 10 	 	 
    
	BAB 11 	 	 
    
	BAB 12 	 	 
    
	BAB 13 	 	 
    
	BAB 14 	 	 
    
	BAB 16 	 	 
    
	BAB 17 	 	 
    
	BAB 18 	 	 
    
	BAB 19 	 	 
    
	BAB 20 	 	 
    
	BAB 21 	 	 
    
	BAB 22 	 	 
    
	BAB 23 	 	 
    
	BAB 24 	 	 
    
	BAB 25 	 	 
    
	BAB 26 	 	 
    
	BAB 27 	 	 
    
	BAB 28 	 	 
    
	BAB 29 	 	 
    
	BAB 30 	 	 
    
	BAB 31 	 	 
    
	BAB 32 	 	 
    
	3P 1 	 	 
    
	3P 2 	 	 
    
	3P 3 	 	 
    







2


	3P 4 	 	 
	3P 5 	 	 
	3P 6 	 	 
	3P 7 	 	 
	3P 8 	 	 
	3P 9 	 	 
	3P 10 	 	 
	3P 11 	 	 
	3P 12 	 	 
	3P 13 	 	 
	3P 14 	 	 
	3P 15 	 	 
	3P 16 	 	 
	3P 17 	 	 
	3P 18 	 	 
	3P 19 	 	 
	3P 20 	 	 
	3P 21 	 	 
	3P 22 	 	 
	3P 23 	 	 
	3P 24 	 	 
	3P 25 	 	 
	3P 26 	 	 
	3P 27 	 	 
	3P 28 	 	 







SCHEDULE "C" 

ROFR LANDS 


	Claim Name 	Pima County,
      Arizona 
Instrument Number 	BLM AMC No.
  
		08-114653  	 
		08-114654  	 
	BAB 101 	 	 
	BAB 102 	 	 
	BAB 103 	 	 







2

SCHEDULE “D” 

AMI 


 

The AMI is outlined in red above and for further clarification
covers an area: 
Bordered on the west by the Papago Indian Reservation.

Bordered on the south at north latitude 31 degrees 37 minutes and 30
seconds. 
Bordered on the east by longitude 111 degrees 30 minutes 0 seconds.

Bordered on the north at north latitude 31 degrees 50 minutes 0 seconds.