Enertopia Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






INVESTOR RELATIONS CONSULTING
AGREEMENT 

THIS AGREEMENT is made effective this
19th day of September, 2016. 

BETWEEN: 

Enertopia Corp., a body
corporate duly incorporated under the laws of the State of Nevada, and having an
Office at Suite 950, 1130 West Pender Street, Vancouver, BC V6E 4A4 

(hereinafter called the "Company")


OF THE FIRST PART 

AND: 

Duncan R. McKay, an individual
with principal place of business at 
Via Latino, 215. 72024 Puglia, BR,
Italia, 

(hereinafter called the "Consultant")


OF THE SECOND PART 

WHEREAS: 

A.         
Consultant agrees to serve the Company and to provide services as described
below, effective September 19, 2016; 

B.          The
Company is desirous of retaining the investor relations consulting services of
Consultant as an advisor, on a one year contract and after one year on a month
to month contract basis and the Consultant has agreed to serve the Company as an
independent contractor upon the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

	1. 	
      The Consultant shall provide services to the CEO and CFO
      of the Company, and perform such tasks in general including but not
      limited to the following:

	 	 
		
      Answering and initiating calls and communications of any
      kind with various institutions for purposes of corporate communications;
      setting up finance meetings; mergers; acquisitions; joint ventures;
      analysis of various regulatory reports such as those required by the US
      Securities and Exchange Commission and by various Provincial Securities
      Commissions in Canada; preparing and editing Company presentations and
      generally communicating the Company’s
information.







- 2 - 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.




	2. 	
      By virtue of this Agreement, the Company is expecting,
      and Consultant is accepting, the responsibility during the time that this
      Agreement remains in effect, the Consultant shall not act in any capacity
      whatsoever, directly or indirectly for or for the betterment of any other
      nonrelated company, partnership, or project that competes within North
      America within the same industry sector, without the Company’s prior
      written consent.

	 	 
	3. 	
      If Consultant introduces capital for the company, then at
      the time the Company receives such capital the Company shall pay an amount
      of 10% of the amount of capital raised by the Consultant for equity. If
      the source of capital demands a fee itself, then the total combined cost
      of capital shall not exceed 10%, with the Consultant agreeing to adjust
      the fee on whatever sliding scale is necessary to not exceed the 10%
      overall cap.

	 	 
	4. 	
      The Consultant will be granted 800,000 stock options upon
      signing this Agreement.

	 	 
	5. 	
      The Consultant shall be responsible for the payment of
      its income taxes and other remittances including but not limited to any
      form of insurance as shall be required by any governmental entity with
      respect to compensation paid by the Company to the Consultant. The
      Consultant will be responsible for all expenses unless preapproved in
      email or writing by the Company.

	 	 
	6. 	
      The Consultant shall not, either during the continuance
      of its contract hereunder or at any time thereafter, disclose the private
      affairs of the Company and/or its subsidiary or subsidiaries, or any
      secrets of the Company and/or its subsidiary or subsidiaries, to any
      person other than the Directors of the Company and/or its subsidiary or
      subsidiaries or for the Company's purposes and shall not (either during
      the continuance of its contract hereunder or at any time thereafter) use
      for its own purposes or for any purpose other than those of the Company
      any information it may acquire in relation to the business and affairs of
      the Company and/or its subsidiary or subsidiaries, unless required by law.
      Proprietary Information as that term is used herein shall consist of all
      knowledge, data and information which the Consultant may acquire from the
      documents and information disclosed to it by the Company, its employees,
      attorneys, consultants, independent contractors, clients or
      representatives whether orally, in written or electronic form or on
      electronic media including, by way of example and not by limitation, any
      products, customer lists, supplier lists, marketing techniques, technical
      processes, formulae, inventions or discoveries (whether patentable or
      not), innovations, suggestions, ideas, reports, data, patents, trade
      secrets and copyrights, made or developed by the Company and related data
      and information related to the conduct of the business of the Company.
      Proprietary Information shall also include discussions with officers,
      directors, employees, independent contractors, attorneys, consultants,
      clients, finance sources, customers or representatives and the fact that
      such discussions are taking place. Proprietary Information shall not be
      directly or indirectly disclosed to any other person without the prior
      written approval of the Company. Proprietary Information shall not include
      matters of general public knowledge, information legally received or
      obtained by the Consultant from a third party or parties without a duty of
      confidentiality, and information independently known or developed by the
      Consultant without the assistance of the
Company.







- 3 - 

	7. 	
      The Consultant shall well and faithfully serve the
      Company or any subsidiary as aforesaid during the continuance of its
      contract hereunder and use its best efforts to promote the interests of
      the Company.

	 	 
	8. 	
      This Agreement may be terminated forthwith by the Company
      or Consultant without prior notice if at any
time:




	 	(a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	(b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	(c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors; or

	 	 	 
	 	(d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	(e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated
by either party upon sixty (60) days written notice to the other. Should the
Company terminate this agreement for a reason not enumerated in items 8(a),
8(b), 8(c), 8(d), or 8(e), Consultant will be entitled to all remuneration, as
it relates to transactions which were in process but had not yet closed at the
date of his termination, to which he would have otherwise been entitled for a
period of 2 months after the date of her termination. 

	9. 	
      In the event this Agreement is terminated by reason of
      default on the part of the Consultant or the written notice of the
      Company, then at the request of the Board of Directors of the Company, the
      Consultant shall cause Consultant to forthwith resign any position or
      office which he then holds with the Company or any subsidiary of the
      Company. The provisions of Paragraph 7 shall survive the termination of
      this Agreement for a period of 2 years thereafter.

	 	 
	10. 	
      The Company is aware that the Consultant may have and may
      continue to have financial interests in other companies. The Company
      agrees that the Consultant may continue to devote time to such outside
      interests, PROVIDED THAT such interests do not conflict with or hinder
      Consultant’s ability to perform his duties under this Agreement.

	 	 
	11. 	
      The services to be performed by the Consultant pursuant
      hereto are personal in character, and neither this Agreement nor any
      rights or benefits arising thereunder are assignable by the Consultant
      without the previous written consent of the Company.

	 	 
	12. 	
      With the express exception of outstanding options granted
      to Consultant as a result of Advisory Services previously performed, and
      any prior investment made by Consultant in the Company, any and all
      previous agreements, written or oral, between the parties hereto or on
      their behalf relating to the agreement between the Consultant and the
      Company are hereby terminated and cancelled
and each of the parties hereto hereby releases and forever
discharges the other party hereto of and from all manner of actions, causes of
action, claims and demands whatsoever under or in respect of any such previous
agreements. 







- 4 - 


	13. 	
      Any notice in writing or permitted to be given to the
      Consultant hereunder shall be sufficiently given if delivered to the
      Consultant personally or mailed by registered mail, postage prepaid,
      addressed to the Consultant as its last residential address known to the
      Company. Provided any such notice is mailed via guaranteed overnight
      delivery, as aforesaid shall be deemed to have been received by the
      Consultant on the first business day following the date of mailing. Any
      notice in writing required or permitted to be given to the Company
      hereunder shall be given by registered mail, postage prepaid, addressed to
      the Company at the address shown on page 1 hereof. Any such notice mailed
      as aforesaid shall be deemed to have been received by the Company on the
      first business day following the date of mailing provided such mailing is
      sent via guaranteed overnight delivery. Any such address for the giving of
      notices hereunder may be changed by notice in writing given
    hereunder.

	 	 
	14. 	
      The provisions of this Agreement shall enure to the
      benefit of and be binding upon the Consultant and the successors and
      assigns of the Company. For this purpose, the terms "successors" and
      "assigns" shall include any person, firm or corporation or other entity
      which at any time, whether by merger, purchase or otherwise, shall acquire
      all or substantially all of the assets or business of the
  Company.

	 	 
	15. 	
      Every provision of this Agreement is intended to be
      severable. If any term or provision hereof is illegal or invalid for any
      reason whatsoever, such illegality or invalidity shall not affect the
      validity of the remainder of the provisions of this Agreement.

	 	 
	16. 	
      This Agreement is being delivered and is intended to be
      managed from the Province of British Columbia and shall be construed and
      enforced in accordance with, and the rights of the parties shall be
      governed by, the laws of such Province. Similarly no provision within this
      contract is deemed valid should it conflict with the current or future
      laws of the United States of America or current or future regulations set
      forth by the United States Securities and Exchange Commission. This
      Agreement may not be changed orally, but only by an instrument in writing
      signed by the party against whom or which enforcement of any waiver,
      change, modification or discharge is sought.

	 	 
	17. 	
      This Agreement and the obligations of the Company herein
      are subject to all applicable laws and regulations in force at the local,
      State, Province, and Federal levels in both Canada and the United States.
      In the event that there is an employment dispute between the Company and
      Consultant, Consultant agrees to allow it to be settled according to
      applicable Canadian law in an applicable British Columbia
    jurisdiction.

	 	 
	18. 	
      This Agreement is in effect on a month to month basis
      unless otherwise terminated as noted above, or by mutual consent, extended
      or replaced.







- 5 - 

IN WITNESS WHEREOF this Agreement has been executed as of the
day, month and year first above written. 

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	September 19, 2016 
	Robert McAllister 	 	  
	CEO and Director, 	 	  
	Enertopia Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	DATED: 
	 	 	 
	 	 	 
	 	 	 
	Duncan McKay 	 	  
	Consultant