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






Exhibit 10.1

August 31, 2010 

PRIVATE & CONFIDENTIAL 

Chris Bunka 
CEO and co-founder 
Enertopia Corporation

Suite 950 1130 West Pender 

  Vancouver, BC, Canada 

Dear Chris, 

RE: Capital Raising –Engagement Letter

Thank you for requesting the investment banking services of
Vancouver Green Capital Ventures (“GreenCap”, “we”, “us” or “our”). This letter
confirms our engagement (“Engagement”) by Enertopia Corporation (the “Client
company”) in connection with the proposed capital raising (the “Transaction”)
described here and in Paragraph 1 below. 

This Engagement Letter sets forth in detail the scope and terms
of our Engagement hereunder, and sets out the professional services (the
“Services”) that we will provide in connection with this Engagement. 

     1.     
  Our Understanding of the Current Situation 

The Client company will require $3MM in equity/debt financing
for supporting a client building owner with increasing their energy efficiency
on the short term. In addition to that the client is looking for $50MM to $100MM
to build a portfolio of project finance companies supporting retail and
corporate clients with exploiting opportunities for energy cost optimization
through using the client’s bundle of patented solar and clean water
technologies. 

The Company is an existing entity with 15,710,240 shares issued
and outstanding and approximately 37% owned by management (42% fully diluted).
The Management and Advisory team consists of: Mark Snyder, Roger Huber, Chris
Bunka, Bal Bhullar, Tom Ihrke, and Robert McAllister. The client contact person
for this engagement is Mr. Chris Bunka. The company has started to develop a
detailed business plan which will be fine tuned and used in approaching sources
of capital in the coming period. 

In the period August to October 2010, the engagement will
proceed and be billed on the basis of a combination of retainer and completion
fees. This fee will include the following investment banking services: 

-      Recommend appropriate financial
  structure and investment vehicles 

  -      Establish profile of preferred investor(s)/sources
  of funding 

  -      Formulate capital raising strategy





-      Identify potential
investors/sources of funding in Western Europe and Canada 
-      Approach potential
investors/sources of funding in Western Europe and Canada 
-      Present financing term sheet to
prospective investors/sources of funding 
-      Assist in strategy and tactics in
negotiations with investor/sources of funding 
-      Advise on the form, pricing and
structure of the Transaction 
-      Assist in obtaining
signed/approved term sheet(s)
-      Assist in the negotiation of basic
transaction with investors/sources of funding 
-      Assist in the negotiation of a
definitive agreement(s) for the transaction 

  -      Assist in resolving issues in moving
  the process to a successful closing 

    
2.      Staffing 

GreenCap investment banking services will be delivered by John
Spangenberg (Canada) and Gerrit Koning (The Netherlands) with the full support
of the European GreenCap syndicate. 

     3.     
  Source of Funds 

GreenCap will raise the required financing by offering the
investment opportunity sourced through professional and other connections and
means (collectively, all sources of financing is referred to as the “Potential
Investors”). The Client company hereby acknowledges that GreenCap has expended
and invested significant financial and human resources to build GreenCap’s
goodwill and reputation with each of the Potential Investors. The Client company
acknowledges that, to the extent that any of the Potential Investors choose to
invest or loan capital for the benefit of the Client company (the “Confirmed
Investors”), the Confirmed Investors have so chosen based on the goodwill and
reputation of GreenCap established with the particular individual or entity. The
Client company further acknowledges that the names and identities of the
Potential Investors are confidential and proprietary to GreenCap. 

The Client company hereby promises and covenants that it will
not, as of the date hereof, contact any person which GreenCap has notified the
Client company is a Potential Investor directly in relation to debt-raising,
financing, investment opportunities or any similar matter without the prior
written consent of GreenCap. The Client company further acknowledges that
GreenCap would suffer irreparable harm if the Client company contacted any of
the Potential Investors and that such conduct would constitute a willful
circumvention of this Engagement as well as a direct and intentional
interference with contractual relations between GreenCap and the Potential
Investors. 

The prohibition against the Client company contacting any of
the Potential Investors survives termination or expiry of this Engagement. Any
future contact by the Client company with a Potential Investor (whether during
the term of this Engagement or thereafter) will constitute a breach of the
prohibition unless the Client company obtains from GreenCap a prior, written
waiver of the prohibition.




     4.     
  Retainer fees, completion fees, taxes and expenses 

As agreed in our email correspondence, the following fee
structure will apply to our Engagement (our emails in the week of Aug23, 2010):


Retainer Fee – $3MM round completed by around Sept30; (likely
mostly equity) $50MM - $100MM round completed by Spring2011. (likely mostly off
balance-sheet) 

A 3-month term at: retainer of $3,000/month plus completion fee
of 250 basis points (2.5%) for the first $3MM; WITH the option of extending it
for another 6-months at $6,000/month plus completion fee of 190 basis points
(1.9%) for the next $50MM-$100MM; such option MUST be exercised if the $3MM is
completed and MAY be exercised if the $3MM is NOT completed.

The retainer fee is exclusive of taxes and out of pocket costs.
OPC include travel, legal and research fees necessarily to support the deal. For
each and all major expenditure (exceeding 20% of the retainer fee) GreenCap will
ask in writing for prior approval to the client. We have adopted a frugal policy
with our own money and certainly with client's money. We are happy to work with
your internal attorneys, rating agencies or CFA analysts on the deal if that
keeps financing cost down. 

We are able to keep our fees competitive by strong working
capital management. Timely payment helps to prevent future cost increases. We
appreciate prompt payment of the retainer fees – that is within 5 days of the
dates presented below: 

- The payment dates for the retainer fee plus taxes plus OPC
(if applicable) for the first (3MM) transaction are: Aug31, Sept31, Oct31.
-
the payment date for the second (100MM) transaction, should the option be
exercised by the Company, is Nov31, 2010 and every end of the month until Spring
2011. 
- The payment date for the completion fees is the transaction date.
The Completion Fee shall be paid on the closing date of the financing
transaction by way of payment from the trust account of the solicitor
facilitating the financing transaction, or other method acceptable to GreenCap.


In the event that the Company does not proceed in good faith
with a financing transaction where an offer of financing is made by one or more
prospective investors/funders where the terms of such offer(s) of financing are
substantially as agreed upon by the Client company and GreenCap (i.e. as set out
in the Confidential Information Memorandum or related correspondence), Concept
may at its sole discretion hold the Company to have terminated this engagement
letter, thereby invoking the provisions of paragraph 6.2 on the following page.


Taxes – Goods and Services taxes and any other value added or
sales tax, if applicable will be added to amounts payable under this Engagement
for both the retainer and the completion fee. 




    
5.      Reasonable Effort 

Reasonable Commercial Efforts – It is acknowledged by the
Company that our services are being performed on a reasonable commercial
business efforts basis. As such, there is no guarantee or warranty provided that
the transaction will be completed at all, or under the original terms and
conditions contemplated by Concept and the Company.

    
6.      Duration of Engagement 

6.1         Term – The term
of this Engagement shall commence in August, 2010 and shall terminate in October
2010 unless earlier terminated under Section 6.2. 

6.2       
 Termination of Engagement – At any time during the Term of the
Engagement, Either party may terminate this Engagement for whatever reason upon
Fifteen (15) days’ written notice, subject to the following: 

	
  If the Client company subsequently enters into a financing agreement with
  an investor/funder introduced by GreenCap within 12 (twelve) months after the
  date of termination, then the Completion Fee less fees paid under the
  immediately preceding paragraph shall be due and payable upon completion of
  that transaction 

  
	
  Such termination shall be effective upon the Client company satisfying its
  obligations under this Engagement Agreement; and, 

  
	
  If GreenCap terminates this engagement, then GreenCap’s compensation shall
  be limited to the sum of any Work Fee billed under Paragraph 4 to the date of
  termination, and such termination shall be effective the date set out in
  GreenCap’s termination notice. 



     7.     
  Terms and Conditions 

The attached Terms and Conditions, which form part of this
engagement, set out the certain further duties of the parties, and address
certain variable aspects of the requirements of the parties and contain
contractual and legal damages limitations in respect of the Services. The Terms
and Conditions provide that, amongst other things, you will indemnify us against
claims brought by any third party and that our aggregate liability to you
whether in contract, tort or otherwise will be limited to the amount paid by you
in respect of the services. 

This letter and the Terms and Conditions attached comprise the
entire contract (the “Contract”) for the provision of the Services to the
exclusion of any other express or implied term, whether expressed orally or in
writing, including any conditions, warranties and representation and shall
supersede all previous letters of engagement, undertakings, agreements and
correspondence regarding the Services. 




    
8.      Governing Law and Jurisdiction 

The Contract shall be governed by and interpreted in accordance
with the laws of Canada and British Columbia. The Courts of British Columbia
shall have exclusive jurisdiction in relation to any claim, dispute or
difference concerning the Contract and any matter arising from it. 

     9.     
  Consent for Personal Information Collection, Use, and Disclosure 

The privacy and security of the personal information you give
us are important to us. We strive to ensure the strictest compliance with all
applicable provincial and federal standards of protection and disclosure of
personal information by any and all of our employees, agents, divisions and/or
affiliates (hereinafter referred to collectively as ‘GreenCap”). By signing this
Engagement, you agree that GreenCap may collect, use and disclose personal
information about you as long as this collection, use and disclosure is only
relevant to the purposes of this Engagement. Personal information that is not
relevant to the purposes of this engagement or the Other Matters will not be
used by GreenCap or disclosed to anyone for any reason without your further
prior consent. 




    
10.    Acknowledgments and Acceptance 

You hereby acknowledge that GreenCap has not made any
warranties or guarantees of any nature with respect of the success or
satisfactory conclusion of the objectives or the services or as to the economic,
financial or other results which may be obtained or experienced by you as a
result of the success or lack of results of the Services. 

Please acknowledge your acceptance of the terms of this
Engagement under the attached confirmation and returning a copy of this
Engagement Letter, including the attached Terms and Conditions, also signed at
the end, to us at the address on Page 1.

If you have any questions regarding this letter or the attached
terms and conditions, please do not hesitate to contact us. 

Yours very truly, 

Vancouver Green Capital Ventures Amsterdam, London and Zurich


	JOHN SPANGENBERG, ESQ.
	                        
      AUGUST, 31st , 2010 
	 	 
		              
      Date: ________________________
	JFA Spangenberg 	  
	 	 
	Managing partner GreenCap 	  


Confirmation of Terms of Engagement


Having read both the above letter of engagement from GreenCap
dated August 31, 2010 and the Terms and Conditions attached hereto and forming a
part hereof, we agree to engage GreenCap according to the terms set out herein.


Chris Bunka 

On behalf of Enertopia Corporation 

Signed:  
_______________________________        
Date:

              
Chris Bunka 

Position:
_______________________________
               
CEO 




         
TERMS AND CONDITIONS 

The following are the terms and conditions (the “Terms and
Conditions”) on which we will provide the Services to you set out within the
attached Engagement Letter. The Engagement Letter and these Terms and Conditions
are together referred to as the Engagement Agreement (“Engagement Agreement”).
The Engagement Agreement forms the entire agreement between us relating to the
Services. It replaces and supersedes any previous proposals, correspondence,
understandings or other communications whether written or oral. The headings and
titles in the Engagement Agreement are included for ease of reference but do not
form part of the Engagement Agreement. 

    
1.      Reports and Advice 

Reliance on Drafts – you acknowledge that no reliance shall be
placed on draft reports, conclusions, or advice, whether oral or written, issued
by us as the same may be subject to further work, revision and other factors
which may mean that such drafts are substantially different from any final
report or advice issued. Drafts shall not be released to any third party other
than your own professional advisors. 

Use and Purpose of Advice and Reports – any advice given or
report issued by us is provided solely for your use and benefit and only in
connection with the purpose in respect of which the Services are provided.
Unless required by law, you shall not provide such report to any third party,
other than legal counsel or accountants retained by you, without our prior
written consent, which we may at our discretion grant, withhold or grant subject
to conditions. In no event, regardless of whether consent has been provided,
shall we assume any responsibility to any third party to which any advice or
report is disclosed or otherwise made available. 

    
2.      Information and Assistance 

Provision of Information and Assistance – our performance of
the Services is dependent upon you promptly providing us with such information
and assistance as we may reasonably require from time to time. 

Punctual and Accurate Information – you shall use reasonable
skill, care and attention to ensure that all information we may reasonably
require is provided on a timely basis and is accurate and complete. You
acknowledge that we will be relying on the information that you provide us. You
shall also notify us if you subsequently learn that the information provided to
us is incorrect or inaccurate or otherwise should not be relied upon.
Furthermore, if during the engagement, new information arises that is reasonably
relevant to the Engagement you will promptly notify us and provide us with all
such information. 

Your Responsibility for Information provided – any reports
issued or conclusions reached by us may be based upon information provided by
you or on your behalf. If the Company has suffered fraud or has misstated
inventory or other values of any kind, such having been occasioned by your employees, agents or contractors, Concept’s Services are
not designed to uncover any such problem. Accordingly, we assume no
responsibility and make no representations with respect to the accuracy or
completeness of any information provided by you or on your behalf. 




False or Misleading Information – our professional standards
preclude us from being associated with false or misleading financial
information. Consequently, all financial information must be prepared in
accordance with standards established by the Canadian Institute of Chartered
Accountants. Any unresolved issues relating to the review and reporting of
financial information that results in not being able to issue a marketing
document, is deemed to be termination by the Company as per Clause 6.2 of the
Engagement Letter. 

    
3.      Fees and Additional Services 

Fee Basis – our fees will be charged on the basis set out in
Section 4 of the Engagement Letter. 

Changes to Services – either party may request changes to the
Services. We shall work with you to consider and, if appropriate, to vary any
aspect of the Engagement, subject to payment of reasonable additional Working
Fees and allowing for a reasonable additional period to provide any additional
Services. Any variation to this Engagement may be an amendment (as set forth
below) or may be set forth in a separate letter of engagement signed by both
parties. Except as specifically amended or replaced, any such variation shall
continue to be governed by the provisions of this Engagement including these
Terms and Conditions. 

    
4.      Liability Limitation 

Limitation of Our Liability – our liability to pay damages for
all losses, including failure to close any potential transaction, consequential
damages, economic loss or failure to realize anticipated profits, savings or
other benefits, incurred by you as a direct result of breach of contract or
negligence or any other tort by us in connection with or arising out of the
Engagement or any addition or variation thereto shall be limited to that
proportion only of your actual loss which was directly and solely caused by us
and in any event our liability shall in no circumstances exceed in the aggregate
the maximum amount billed or incurred, exclusive of taxes, under paragraph 4 in
the Letter of Engagement. 

    
5.      Indemnity Against Third Party Liability


You agree to indemnify us against all liabilities, losses,
claims, demands and reasonable expenses, including but not limited to our legal
fees and expenses and including our reasonable internal management time and
administrative costs, brought against us by any party or person whatsoever,
other than you, in connection with or arising out of the Engagement. 




    
6.      Governing Law 

Applicable Law – this Contract shall be governed by and
interpreted in accordance with the laws of Canada and the province set forth in
the letter of Engagement and except as otherwise provided herein the Courts of
that province shall have exclusive jurisdiction in relation to any claim,
dispute or difference concerning the Engagement Agreement and any matter arising
from it. The parties irrevocably waive any right they might have to object to
any action being brought in those Courts, to claim that the action has been
brought to an inconvenient forum, or to claim that those Courts do not have
jurisdiction. 

Dispute Resolution – Should a dispute arise between us with
respect to this Engagement Agreement, and prior to the delivery of a notice of
terminating the Engagement for cause, the complaining party shall provide full
details of its complaint to the other party and both parties will immediately
attempt to resolve the dispute in good faith by senior level negotiations. As
time and momentum are of importance to both parties, the Work shall, as far as
possible, continue while the matter in dispute is being addressed, both parties
using commercial good faith. If an agreement cannot be reached within 30 days of
a complaint being made by a party, the dispute shall be referred to arbitration.
The parties shall either agree on a single arbitrator no later than the Tenth
(10th) day after the failure of talks or, failing agreement, the
parties shall forthwith each select its own arbitrator. The two (2) arbitrators
thus selected shall have the unfettered discretion to choose a third arbitrator
who shall be fully independent from both you and us. If a party fails to select
its own arbitrator within Fourteen (14) days (including weekends and holidays)
the other party may seek relief as provided in applicable arbitration
legislation. 

The arbitrator or arbitrators may take procedural and other
guidance from any law or statute governing arbitration in the province where the
arbitration is conducted. 

The decision of the arbitrator or the majority decision of the
arbitrators shall be final and binding on the parties and such decision shall
not be referred to any court for any reason. 

The decision of the arbitrator or arbitrators shall include the
issue of costs of the arbitration, and such decision (to award costs or not) may
take into consideration the advice of counsel for each party, and may include
reference to any schedule of costs otherwise applicable to court proceedings in
the province where the arbitration is heard. 

    
7.      Amendment 

This Engagement may only be amended by an agreement in writing
signed by both parties. 

    
8.      Working for Other Clients 

We will not be prevented or restricted from providing services
for other clients. We will take steps to ensure that confidential information
communicated to us during the course of this engagement will be maintained confidentially and separate from
partners and staff assigned to engagements in which there is a manifest
competing interest of another client. 




    
9.      Definitions 

The following terms shall have the meaning prescribed herein
both in these Terms and Conditions and the Letter of Engagement: 

“We”, “us”, or “our” shall mean GreenCap. 

“You” shall mean the Company, its subsidiaries and affiliates.


“Consideration” for the purpose of calculating an earned
Completion Fee shall include the total consideration received on a before tax
basis including but not limited to cash, notes payable or any form of vendor
take-back financing; assumed debt, earn out notes or payments based on future
results; shares of the purchaser or Investor. 

Initials of the authorized signatories of both parties: 

	JOHN SPANGENBERG, ESQ.
	              
                AUGUST, 31st, 2010
      
	  	              
      Date: ________________________
	John Spangenberg (managing partner) 	  
	  	  
	(Vancouver Green Capital Ventures) 	  
	  	  
	  	              
      Date: ________________________
	Chris Bunka 	  
	  	  
	(CEO Enertopia Corporation)