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





UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24,
2017.

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
REGISTERED UNDER UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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. 

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED BY OR ON
BEHALF OF A “U.S. PERSON” OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT
AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE
APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS
DEFINED BY REGULATION S UNDER THE 1933 ACT. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
1933 ACT. 

THIS WARRANT IS NOT TRANSFERABLE AND WILL BE VOID AND OF NO
VALUE UNLESS EXERCISED ON OR BEFORE SEPTEMBER 23, 2018 

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


	No. ___________«Number» 	Right to Purchase 
	  	 
                                                     
         Common Shares 


WARRANT FOR PURCHASE OF COMMON SHARES (2 YEARS) 

THIS IS TO CERTIFY THAT, for value received, this 23rd day of
September, 2016, ____________ (the "Holder") is entitled to subscribe for and
purchase _________ fully paid and non-assessable common shares of ENERTOPIA
CORPORATION., (the "Corporation") at any time up to the close of business in
Vancouver, British Columbia, at and for a period of twenty-four (24) months
after the date of issuance. The Warrants are exercisable at a price of
US$0.07 per Warrant Share if exercised at any time up to twenty-four (24)
months after the date of issuance, of lawful money of the United States upon and
subject however to the provisions and to the terms and conditions set forth
herein. 

This warrant is not transferable by the Holder. The rights
represented by this Warrant may be exercised by the Holder hereof, in whole or
in part (but not as to a fractional share of Common Shares), by surrender of
this Warrant at the office of Computershare, 510 Burrard Street, 3rd
Floor, Vancouver, BC V6C 3B9, or at the offices of Enertopia Corp at 950 – 1130
W Pender St, Vancouver BC V6E 4A4, together with a certified cheque payable to or to the order of the Corporation in payment of the
purchase price of the number of Common Shares subscribed for. 

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In the event of an exercise of the rights represented by this
Warrant, certificates for the Common Shares so purchased shall be delivered to
the Holder hereof within a reasonable time, not exceeding ten (10) days after
the rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the number of Common
Shares, if any with respect to which this Warrant shall not have been exercised
shall also be issued to the Holder hereof within such time. 

Any certificate issued in the event of an exercise of the
rights represented by this Warrant prior to its expiry date shall 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. 

And if issued prior to January 24, 2017, shall also bear a
legend in substantially the following form: 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 24, 2017. 

WARRANT 

The Corporation covenants and agrees that all Common Shares
which may be issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be fully paid and non-assessable and free of all liens,
charges and encumbrances. The Corporation further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Corporation will at all times have authorized, and reserved, a
sufficient number of Common Shares to provide for the exercise of the rights
represented by this Warrant. 

THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS
WARRANT: 

	1. 	
      If any capital reorganization, reclassification.
      subdivision or consolidation of the capital stock of the Corporation, or
      the consolidation or merger, or amalgamation of the Corporation with
      another Corporation, or the sale of all or substantially all of the assets
      to another corporation, shall be effected, or any other event in which new
      securities of any nature are delivered in exchange for the issued Common
      Shares, then as a condition of such reorganization, reclassification,
      subdivision, consolidation, merger, amalgamation, sale or other event,
      lawful and adequate provision shall be made whereby the Holder hereof
      shall thereafter have the right to purchase and receive upon the basis and
      upon the terms and conditions specified in this Warrant and in lieu of the
      Common Shares immediately theretofore purchasable and receivable upon the exercise of the
      rights represented hereby, such shares of stock, securities or assets as
      may be issued or payable with respect to or in exchange for a number of
      outstanding Common Shares equal to the number of Common Shares immediately
      theretofore purchasable and receivable upon the exercise of the rights
      represented hereby had such reorganization, reclassification, subdivision,
      consolidation, merger, amalgamation, sale or other event not taken place
      and in any such case, appropriate provision shall be made with respect to
      the rights and interests of the Holder of this Warrant to the end that
      provisions hereof shall thereafter be applicable, as nearly as may be, in
      relation to any shares of stock, securities or assets thereafter
      deliverable upon the exercise hereof. The Corporation shall not effect any
      such consolidation, merger, amalgamation or sale, unless prior to or
      simultaneously with the consummation thereof the successor corporation (if
      other than the Corporation) resulting from such consolidation,
      subdivision, merger, amalgamation, sale or other event or the corporation
      purchasing such assets shall assume by written instrument executed and
      mailed or delivered to the registered holder hereof at the address of such
      holder appearing on the books of the Corporation, the obligation to
      deliver to such holder such shares or stock, securities or assets as, in
      accordance with the foregoing provisions, such holder may be entitled to
  purchase.








	2. 	
      In case at any time:





	 	(i) 	
      the Corporation shall pay any dividend payable in stock
      upon its Common Shares or make any distribution to the holders of its
      Common Shares;

	 	 	 
	 	(ii) 	
      the Corporation shall offer for subscription pro rata to
      the holders of its Common Shares any additional shares of stock of any
      class or other rights;

	 	 	 
	 	(iii) 	
      there shall be any capital reorganization,
      reclassification, subdivision or consolidation of the capital stock of the
      Corporation, or consolidation or merger or amalgamation of the Corporation
      with, or sale of all or substantially all of its assets to, another
      corporation; or

	 	 	 
	 	(iv) 	
      there shall be a voluntary or involuntary dissolution,
      liquidation, or winding-up of the Corporation;



then, and in any one or more of such cases, the Corporation
shall give to the holder of this Warrant, at least five (5) days' prior written
notice of the date on which the books of the Corporation shall close or a record
shall be taken for such dividend, distribution or subscription rights, or for
determining rights to vote with respect to such reorganization,
reclassification, consolidation, merger, sale or amalgamation, dissolution,
liquidation or winding-up and in the case of any such reorganization,
reclassification, subdivision, consolidation, merger, amalgamation, sale,
dissolution, liquidation or winding-up, at least twenty (20) days' prior written
notice of the date when the same shall take place. Such notice in accordance
with the foregoing clause, shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Shares shall be entitled thereto, and such notice in accordance with the
foregoing shall also specify the date on which the holders of Common Shares
shall be entitled to exchange their Common Shares for securities or other
property deliverable upon such reorganization, reclassification, subdivision,
consolidation, merger, amalgamation, sale, dissolution, liquidation or
winding-up as the case may be. Each such written notice shall be given by
dissemination of press release or by first class mail, registered postage
prepaid, addressed to the holder of this Warrant at the address of such holder,
as shown on the books of the Corporation. 

	3. 	
      As used herein, the term "Common Shares" shall mean and
      include the Corporation's presently authorized Common Shares and shall
      also include any capital stock of any class of the Corporation hereafter
      authorized which shall not be limited to a fixed sum or percentage in
      respect of the rights of the holders thereof to participate in dividends
      and in the distribution of assets upon the voluntary or involuntary
      liquidation, dissolution or winding-up of the Corporation.

	 	 
	4. 	
      This Warrant shall not entitle the Holder hereof to any
      rights as a shareholder of the Corporation, including without limitation,
      voting rights.



- 3 - 





	5. 	
      The Warrant holders may not convene a meeting to extend
      the term of the Warrants.

	 	 
	6. 	
      This Warrant is exchangeable, upon the surrender hereof
      by the Holder hereof at the office of the Transfer Agent of the
      Corporation, for new Warrants of like tenor representing in the aggregate
      the right to subscribe for and purchase the number of shares which may be
      subscribed for and purchased hereunder, each of such new Warrants to
      represent the right to subscribe for and purchase such number of Common
      Shares as shall be designated by such Holder hereof at the time of such
      surrender.



IN WITNESS WHEREOF ENERTOPIA CORPORATION. has caused this
Warrant to be signed by its duly authorized officers under its corporate seal
and this Warrant to be executed this 23rd Day of September, 2016.


	ENERTOPIA CORPORATION. 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	 Authorized Signatory 	 	Authorized Signatory 
	 Robert McAllister, President / CEO 	 	Bal Bhullar, CFO 






WARRANT SUBSCRIPTION FORM 

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


The undersigned holder of the within Warrant Certificate hereby
irrevocably subscribes for __________________ Warrant Shares of Enertopia
Corporation (the “Company”) pursuant to the within Warrant Certificate and
tenders herewith a certified cheque or bank draft for US$ _____________________
(US$0.07 per Warrant Share if exercised at any time up to twenty-four
(24) months after the date of issuance,) in full payment therefor.

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

	[   ] 	A 	
      The undersigned holder (i) at the time of exercise of the
      Warrants is not in the United States; (ii) is not a “U.S. person” as
      defined in Regulation S under the United States Securities Act of 1933, as
      amended (the “U.S. Securities Act”), (iii) is not exercising the Warrants
      on behalf of a “U.S. person”; and (iv) did not execute or deliver this
      subscription form in the United States. 

	  	  	     
	[   ] 	B. 	
      The undersigned holder has delivered to the Company a
      completed and duly executed copy of the U.S. Accredited Investor Status
      Certificate attached hereto as Schedule “A”. 

			
	[   ] 	C. 	
      If the holder cannot check box (A) or box (B), the holder
      must contact the Company. If requested by the Company, the undersigned
      holder will deliver to the Company, in a form acceptable to the Company
      and its counsel acting reasonably, an opinion of counsel to the effect
      that an exemption from the registration requirements of the U.S.
      Securities Act for the exercise of the Warrants and the issuance of the
      Warrant Shares is available. For clarity, it will be reasonable, if deemed
      necessary by the Company, for the Company to obtain an independent legal
      opinion from its own counsel, at its own expense, to this effect.
  



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

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


	

NAME(S) IN FULL 	

ADDRESS(ES) 	
NUMBER OF 
WARRANT
      SHARES 
	 	
       

       
	 
	 	
       

       
	 
	 	
       

       
	 



- 5 - 




 

 

DATED this ______________ day of
_________________________________, 20_____.

 

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


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

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

Notes: 

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

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




SCHEDULE “A” 

U.S. ACCREDITED INVESTOR STATUS CERTIFICATE 

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

	________	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Warrant Shares, with total assets in excess of
      US$5,000,000. 

	 	
	________	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, at the time of purchase exceeds US
      $1,000,000, calculated by (i) not including the person’s primary residence
      as an asset; (ii) not including indebtedness that is secured by the
      person's primary residence, up to the estimated fair market value of the
      primary residence at the time of the sale of the securities as a liability
      (except that if the amount of such indebtedness outstanding at the time of
      the sale of securities exceeds the amount outstanding 60 days before such
      time, other than as a result of the acquisition of the primary residence,
      the amount of such excess shall be included as a liability); and (iii)
      including indebtedness that is secured by the person's primary residence
      in excess of the estimated fair market value of the primary residence at
      the time of the sale of the securities as a liability. 

	 	
	________	
      A natural person who had an individual income in excess
      of US$200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US$300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	
	________	
      A “bank” as defined under Section (3)(a)(2) of the U.S.
      Securities Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act acting in its
      individual or fiduciary capacity; a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934 (United States);
      an insurance corporation as defined in Section 2(13) of the U.S.
      Securities Act; an investment corporation registered under the
      Investment Corporation Act of 1940 (United States) or a
      business development corporation as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Corporation licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of US$5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment
      decisions are made by a plan fiduciary, as defined in Section 3(21) of
      such Act, which is either a bank, savings and loan association, insurance
      corporation or registered investment adviser, or if the employee benefit
      plan has total assets in excess of US$5,000,000, or, if a self-directed
      plan, whose investment decisions are made solely by persons that are
      accredited investors. A private business development corporation as
      defined in Section 202(a)(22) of the Investment Advisers Act of
      1940 (United States). 

	 	
	________	
      A trust with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the Warrant Shares, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the U.S. Securities Act. 



- 7 - 





	________	An entity in which all of the
      equity owners satisfy the requirements of one or more of the foregoing
      categories. 


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

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

____________________________________________________________________________________


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

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

 

 

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