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






OPTION AGREEMENT 

THIS AGREEMENT made effective as of the 12 day of May,
2016 

BETWEEN: 

Brandon Wilson Association
Placer, with an office at 14605 Geronimo Trail, Reno NV, 
89521
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 

WHEREAS: 

A.     The Optionor entered in to a letter
of intent with the Optionee as represented by S P W Inc. dated April 21, 2016
(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 “Brandon Wilson Association Placer
Concessions”), mining claim Concession are referred to as the
“Concessions” or the “Property” and taken together are known as
the “Central Nevada Lithium Brine Project”. The Optionee may acquire the
Property, subject to the Royalty (as defined herein), on the terms and
conditions hereinafter set forth.

B.     The Concessions are held to the
benefit of the Optionor. It is understood that the Optionee will be acquiring
the Concessions held by the Optionor.

C.     The Concessions are subject to a 1.5
per cent Net Smelter Returns Royalty that can be repurchased at any time for
$500,000 for every 1/3 (or 0.5 per cent) from production from such claims as
more particularly described in Schedule 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:

	 	 	 
		(a) 	
      "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;

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

	 	 	 
		(c) 	
      "Property" means the mineral claims located in Churchill,
      Lander and Nye Counties, Nevada as more particularly set out in Schedule
      "A" 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;







2

		(d) 	
      "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;

	 	 	 	 
		(e) 	
      "Royalty" means a royalty of 1.5% of net smelter returns
      which can be purchased for $500,000 per 1/3 (or 0.5%) payable to S P W
      Inc., as more particularly defined in Schedule "B";

	 	 	 	 
		(f) 	
      "Shares" means the common shares 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; and

	 	 	 	 
		(g) 	
      “Bonus Shares” means the common shares in the capital of
      the Optionee, as constituted on the date hereof, to be issued to the
      Optionor pursuant to the discovery of a Lithium enriched brine with an
      average 300ppm Li over 100 foot vertical interval in the enriched lithium
      brine in the Central Nevada Brine Project. 1,000,000 Bonus Shares will be
      issued per each successful property discovery meeting the foregoing
      criteria up to a maximum 3,000,000 Bonus Shares.

	 	 	 	 
	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;

	 	 	 	 
			(v) 	
      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 Schedule B Royalty, and no taxes or rentals are or
      will be due in respect of the Property; the mineral claims comprising the
      Property and the mineral agreements in respect thereof have been, to the
      best of the Optionor's knowledge and belief after reasonable inquiry, duly and
      validly located, granted, entered into and recorded, as the case may be,
      pursuant to the laws of the jurisdiction in which the Property is situate
      and are in each case in good standing with respect to all filings, fees,
      rentals, taxes, assessments, work commitments and other obligations and
  conditions on the date hereof;







3

	 	(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) 	
      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;

	 	 	 
	 	(xii) 	
      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 Securities Exchange or as otherwise required by applicable
      regulatory authorities;

	 	 	 
	 	(xiii) 	
      the Optionor acknowledges and agrees that the Shares will
      be subject to hold periods and restrictions on resale in accordance with
      applicable securities laws and the requirements of the Canadian Securities
      Exchange, and it is the Optionor's responsibility to determine what those hold periods and
      restrictions are before selling or otherwise transferring any Shares;
      and







4

			(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

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







5

		(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 hereby grants 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 $7,000 on signing the letter of
      intent (paid) to S P W Inc. ,

	 	 	 	 
			(ii) 	
      paying the Optionor $12,000 or as otherwise directed by
      the Optionor on or before the execution of this Agreement and issuing to
      the Optionor 3,500,000 common shares in the capital stock of the Optionee
      as soon as practicable following the execution of this Agreement as per
      the Optionor delivery instructions,

	 	 	 	 
			(iii) 	
      paying the Optionor $12,000 on or before the six month
      anniversary of this Agreement or as otherwise directed by the
    Optionor,

	 	 	 	 
			(iv) 	
      paying the Optionor $22,500 on or before the one year
      anniversary of this Agreement or as otherwise directed by the
    Optionor,

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

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

	 	 	 	 
	5. 	
      DELIVERIES AND CONVEYANCE

	 	 	 	 
		(a) 	
      Optionee Rights. By executing this Agreement the
      Optionor hereby grants to the Optionee the sole and exclusive right to
      purchase the Property from the Optionor, 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) 	
      Items to Be Delivered by the Optionor on exercise of
      Option. The Optionor shall deliver or cause to be delivered to the
      Optionee:

	 	 	 	 
			(i) 	
      A fully executed Deed to Unpatented Mining Claims for the
      Property; and

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







6

		(c) 	
      Items to Be Delivered by the Optionee on effective
      date of Option. On the effective date, the Optionee, at its sole cost
      and expense, shall deliver, or cause to be delivered to the Optionor the
      initial payment due under this Agreement.

	 	 	 	 
		(d) 	
      Completion of Option.

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

	 	 	 	 
			(ii) 	
      Delivery of Title. Optionor, 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.

	 	 	 	 
	6. 	
      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.

	 	 	 	 
	7. 	
      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 in good standing by making
      payments to the Bureau of Land Management ("BLM") and to Lander and Nye
      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
Nevada;

	 	 	 	 
		(c) 	
      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;







7

	 	(d) 	
      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;

	 	 	 
	 	(e) 	
      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;

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

	 	 	 
	 	(g) 	
      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.


	8. 	
      TERMINATION OF OPTION.

	 	 	 	 
		(a) 	
      The Option shall terminate:

	 	 	 	 
			(i) 	
      subject to paragraphs 14 and 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 paragraphs 14 and 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
      fifteen (15) days notice of such termination to the Optionor. In the event
      that the Optionee provides such notice less than fifteen (15) 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) 	
      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;







8

	 		(ii) 	
      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.




	9. 	
      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.

	 	 
	10. 	
      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.

	 	 
	11. 	
      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 at 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.

	 	 
	12. 	
      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.




	13. 	
      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. 







9

	14. 	
      ARBITRATION.

	 	 	 
		(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.

	 	 	 
	15. 	
      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. 







10


	16. 	
      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.

	 	 	 
	17. 	
      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
Brandon Wilson Association Placer


	Per:  		 
	 	 	 
	 	Authorized Signatory 	 
	 	 	 
	 	 	 
	SIGNED AND DELIVERED BY 	 
	Enertopia Corporation 	 
	 	 
	 	 
	Per:  		 
	 	 	 
	 	Authorized Signatory 	 






SCHEDULE "A" 

Central Nevada Lithium Brine Project
Concessions 

BIG SMOKY VALLEY, NYE COUNTY NEVADA 


	CLAIM NUMBER 	STAKING DATE 
	BSV1 	April 23, 2016 
	BSV2 	April 23, 2016 
	BSV3 	April 23, 2016 
	BSV4 	April 23, 2016 
	BSV5 	April 23, 2016 
	BSV6 	April 23, 2016 
	BSV7 	April 23, 2016 
	BSV8 	April 23, 2016 
	BSV9 	April 23, 2016 
	BSV10 	April 23, 2016 
	BSV11 	April 23, 2016 
	BSV12 	April 23, 2016 
	BSV13 	April 23, 2016 
	BSV14 	April 23, 2016 
	BSV15 	April 23, 2016 
	BSV16 	April 23, 2016 
	BSV17 	April 24,2016 
	BSV18 	April 24,2016 
	BSV19 	April 24,2016 
	BSV20 	24 April 2016 
	BSV21 	April 24,2016 
	BSV22 	April 24,2016 
	BSV23 	April 24,2016








2


	BSV24 	April 24, 2016 
	BSV25 	April 24,2016 
	BSV26 	April 24, 2016 
	BSV27 	April 24, 2016 
	BSV28 	April 24, 2016 
	BSV29 	April 24, 2016 
	BSV30 	April 24, 2016 
	BSV31 	April 24, 2016 
	BSV32 	April 24, 2016 
	BSV33 	April 24, 2016 
	BSV34 	April 24, 2016 
	BSV35 	April 24, 2016 
	BSV36 	April 24, 2016 
	BSV37 	April 24, 2016 
	BSV38 	April 24, 2016 
	BSV39 	April 24, 2016 
	BSV40 	April 24, 2016 
	BSV41 	April 24, 2016 
	BSV42 	April 24, 2016 
	BSV43 	April 24, 2016 
	BSV44 	April 24, 2016 
	BSV45 	April 24, 2016 
	BSV46 	April 24, 2016 
	BSV47 	April 24, 2016 
	BSV48 	April 24, 2016 
	BSV49 	April 24, 2016








3


	BSV50 	April 24, 2016 
	BSV51 	April 24, 2016 
	BSV52 	April 24, 2016 
	BSV53 	April 24, 2016 
	BSV54 	April 24, 2016 
	BSV55 	April 24, 2016 
	BSV56 	April 24, 2016 
	BSV57 	April 24, 2016 
	BSV58 	April 24, 2016 
	BSV59 	April 24, 2016 
	BSV60 	April 24, 2016 
	BSV61 	April 24, 2016 
	BSV62 	April 24, 2016 
	BSV63 	April 24, 2016 
	BSV64 	April 24, 2016




EDWARDS CREEK VALLEY, CHURCHILL COUNTY NEVADA



	CLAIM NUMBER 	STAKING DATE 
	ECV1 	April 24, 2016 
	ECV2 	April 24, 2016 
	ECV3 	April 24, 2016 
	ECV4 	April 24, 2016




SMITH CREEK VALLEY, LANDER COUNTY NEVADA



	CLAIM NUMBER 	STAKING DATE 
	SCV1 	April 24, 2016








4


	SCV2 	April 24, 2016 
	SCV3 	April 24, 2016 
	SCV4 	April 24, 2016




SCHEDULE "B" 

To the Option Agreement Between Brandon Wilson Association
Placer and Enertopia Corporation 
Effective as of May 12, 2016 

Royalty 

Any capitalized terms not defined in this Schedule "B" have the
meaning ascribed to them in the Option Agreement to which this Schedule "B" is
attached.

The Royalty reserved herein shall be subject to the following:


	1. 	
      Definitions



a.      "Commercial Operation"
means the operation of the Property or any part thereof as a mine but not
including any bulk sampling programs or pilot plant or test operations.
Commercial Operation shall be deemed to have commenced on date of the first sale
of Product from the Property.

b.      "Gross Revenues" means
the aggregate of the following revenues (without duplication) received or
accrued in each quarterly period: 

	(i) 	
      the revenue from arm's length purchasers of all
      Products;

	 	 
	(ii) 	
      the fair market value of all Products sold to persons not
      dealing at arm's length with Enertopia Corporation; and

	 	 
	(iii) 	
      any proceeds of insurance on
Products;



c.      "Net Smelter Return"
means Gross Revenues less Permissible Deductions. 

d.      “Permissible
Deductions” means the aggregate of the following charges (without
duplication) that are paid or accrued with respect to the Property in each
quarterly period: 

	(i) 	
      transportation costs for Products from the Property to
      the place of delivery of Products to a purchaser thereof, including
      shipping, freight, handling and forwarding expenses,

	 	 
	(ii) 	
      all costs, expenses and charges which are either paid or
      incurred in connection with refinement of Products by a third party,
      including all smelter and refinery charges and all weighing, sampling,
      assaying, representation and storage costs, any umpire charges, and any
      penalties charged by the refinery or smelter, but not including mining,
      milling or concentration charges paid or incurred with respect to
      Products, and

	 	 
	(iii) 	
      all transport insurance on
Products;







5

e.      “Products” means all
ores, concentrates, minerals and refined or semi-refined products produced from
the Property; 

	2. 	
      Terms and Repurchase of Royalty



a.      Estimation of Royalty.
The Royalty will consist of a 1.5% of Net Smelter Return calculated on a
quarterly basis on all Products extracted from, processed and sold that
originated from Commercial Operations on the Property from and after Commercial
Operation. The Royalty can be purchased for $500,000 per 1/3 (or 0.5%) payable
to S P W Inc. or its assignee. 

b.      Frequency of Payment
of Royalty. The Royalty shall be due and payable within ten (10) business
days after the end date of each calendar quarter, following Commercial
Operation. The SPW Inc.’s Royalty in the area of the Property will remain valid
in all of Enertopia Corporation’s future business activities.

c.      Method of Making
Payments. All payments required hereunder may be mailed or delivered to any
single depository as SPW Inc. may instruct. If Enertopia Corporation or assigns,
the party paying the Royalty (the "Payor") makes a payment or payments on
account of the Royalty in accordance with the provisions of this Schedule “B”,
it will have no further responsibility for distribution of the Royalty. All
charges of the agent, trustee or depository will be borne solely by the party
receiving payments of Royalty. The delivery or the deposit in the mail of any
payment hereunder on or before the due date thereof shall be deemed timely
payment hereunder. 

	3. 	
      Records and Reports



a.      Records, Inspection and
Audit. Within seventy five (75) days following the end of each calendar
year, commencing with the year in which the Property is brought into commercial
production (the Payor shall deliver to SPW Inc. a statement of the Royalty paid
for said calendar year (the "Statement").

b.      Objections. All Royalty
payments will be considered final and in full satisfaction of all obligations of
the Payor with respect thereto, unless within ninety (90) days after receipt by
SPW Inc. of a Statement in respect of such Royalty payments. SPW Inc. disputes
any calculation of Royalty by delivering to the Payor a written notice (the
"Objection Notice") describing and setting forth a specific objection
Upon delivery of an Objection Notice, SPW Inc. shall have the right within a
period of ninety (90) days from the date of the Objection Notice, upon
reasonable notice to the Payor, to inspect the Payor's books and records
relating to the Royalty payments made in the applicable calendar year and to
conduct an independent audit of such books and records at its own cost and
expense. All books and records used and kept by the Payor to calculate the
Royalty due hereunder will be kept in accordance with International Financial
Reporting Standards. If such audit determines that there has been a deficiency
or an excess in the Royalty payments made to SPW Inc. in the applicable calendar
year, such deficiency or excess will be resolved by adjusting the next payment
due hereunder. SPW Inc. will pay all the costs and expenses of such audit unless
a deficiency of five (5%) percent or more of the amount due is determined to
exist. The Payor will pay the costs and expenses of such audit if a deficiency
of five (5%) percent or more of the amount due is determined to exist.

c.      Objections. If SPW Inc.
does not deliver an Objection Notice during the ninety (90) day period after
receipt of a Statement, all payments of Royalty for the calendar year will be
considered final and in full satisfaction of all obligations of the Payor with
respect thereto.

	4. 	
      Inurement



The Royalty reserved herein shall run with the land and be
binding on all subsequent owners of the Property, including any amendments,
relocations, patents of the same or additional or alternative rights to mine as
may be conferred by any changes in the mineral laws of the United States. 




6

	5. 	
      Assignments by SPW Inc.



SPW Inc. may transfer, pledge, mortgage, charge or otherwise
encumber all or any part of its right, title and interest in and to its Royalty
reserved hereunder; provided, however, that the Payor shall be under no
obligation to make its payments hereunder to such assignee, transferee, pledgee
or other third party until the Payor's receipt of notice concerning the
assignment or transfer.