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






LOAN AGREEMENT

THIS AGREEMENT made the 19th day of July, 2019

AMONG:

Robert McAllister
Suite 203
688 Lequime Road
Kelowna, BC V1W 1A4


(herein called the “Lender”)

OF THE FIRST PART

AND:

ENERTOPIA CORP., of
#22 –
1873 Spall Road,
Kelowna BC V1Y 4R2,


(herein called the “Company”)

OF THE SECOND PART

WHEREAS:

A.                     
This Loan Agreement (the “Loan Agreement”) is entered into this date by and
between the Lender and the Company for up to three months. 

B.                     
The purpose of this Loan Agreement is to set out terms of the arrangement by
which Lender agrees to make a loan of CAD$20,000 (“Loan”) available to the
Company. 

1.                     
DEFINITIONS

1.1                   
“Indebtedness” means all loans and advances made or which may be made by the
Lender to the Company and Interest thereon and all costs, charges and expenses
of or incurred by the Lender in connection with any Securities and in connection
with any property covered by or comprised in the Securities, whether in
protecting, preserving, realizing or collecting any Securities or property
aforesaid or attempting so to do or otherwise and all other obligations and
liabilities, present or future, direct or indirect, absolute or contingent,
mature or not, of the Company to the Lender arising under or by virtue of this
Agreement, the Securities or otherwise howsoever. 

1.2                  
“Interest” will be at 10%. 

1.3                   
“Principal” means the aggregate principal amount of money loaned to the Company
by the Lender of CAD$20,000 dollars. 




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1.4                   
“Securities” means the securities referred to in Article 3 or any renewal
thereof or substitution therefore. 

2.                     
TERMS OF THE LOAN

2.1                   
The Lender will lend to the Company, and the Company will borrow from the Lender
by way of one advance to be evidenced by a promissory note in the form attached
hereto as Schedule “A”, the Principal sum of twenty thousand dollars (CAD)
subject to the terms and conditions of this Agreement and the Securities. 

2.2                   
For value received, Company promises to pay to Lender on the first annual
anniversary of the date of this Loan Agreement (the “Maturity Date”) the amount
of the Principal which has been advanced hereunder and remains outstanding from
the date of funding. 

2.3                   
Notwithstanding the above the Company may repay at any time any or all of the
Principal then outstanding and accrued and unpaid Interest on giving 20 days
notice to the Lender. In this event the Company may elect to repay the Principal
at any time in advance of the Maturity Date. 

3.                     
SECURITY FOR THE LOAN

3.1                   
The loan shall be unsecured. 

4.                     
AFFIRMATIVE COVENANTS OF THE COMPANY

4.1                   
At all times while any Principal or Interest on the Loan is outstanding, the
Company will:

	 	(a) 	
      maintain the properties and assets being the subject of
      the Securities in good repair;

	 	 	 
	 	(b) 	
      keep true records and books of account in which full,
      true and correct entries will be made in accordance with generally
      accepted accounting principles consistently applied throughout the period
      involved, and maintain adequate accounts and reserves for all taxes,
      including taxes on income and profits, all depreciation and amortization
      of his properties and assets and all such other reserves for contingencies
      as would normally be required in accordance with generally accepted
      accounting principles;

	 	 	 
	 	(c) 	
      permit any representative of the Lender to visit and
      inspect the properties charged by the Securities and to examine the
      Company’s books, records, leases and other documents relating thereto and
      to enquire from time to time as to particulars of any of the foregoing,
      all at such times and so often as may reasonably be requested;
  and

	 	 	 
	 	(d) 	
      forthwith upon request of the Lender execute and deliver
      to the Lender all such further and other mortgages, deeds, documents,
      matters, acts, things and insurances in law (collectively, the “Ancillary
      Items”) for the purpose of record or otherwise which the Lender may
reasonably require to perfect the intentions and provisions of this Agreement;
provided that the Company will not be obligated to execute and deliver any
Ancillary Items where the execution and delivery of such Ancillary Items would
breach the terms and conditions of any lease of real property existing on the
date hereof to which the Company is a party.








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5.                     
DEFAULT

5.1                   
Default by the Company. The occurrence of one or more of the following
events shall constitute an “event of default”, namely:

	 	(a) 	
      if the Company fails to make payment of the Indebtedness
      or any part thereof as and when the same comes due and payable;

	 	 	 
	 	(b) 	
      if any representation or warranty contained herein or
      otherwise made in writing to the Lender in connection with any of the
      transactions contemplated by this Agreement is found to be false or
      misleading or incorrect in any material respect on the date which it was
      made;

	 	 	 
	 	(c) 	
      if the Company defaults in the performance of or
      compliance with any term, covenant or agreement contained in this
      Agreement or in any of the Securities and the default is not remedied
      within twenty (20) days after notice thereof has been given to the
      Company;

	 	 	 
	 	(d) 	
      the entry of a decree or order for relief by a court
      having jurisdiction in respect of the Company in an involuntary case under
      the federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable federal or state bankruptcy, insolvency or other similar
      laws;

	 	 	 
	 	(e) 	
      the commencement by the Company of a voluntary case under
      the federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable federal or state bankruptcy, insolvency or other similar
      laws;

	 	 	 
	 	(f) 	
      the appointment of a receiver, liquidator, assignee,
      custodian, trustee, sequestrator (or similar official) of the Company or
      for any material part of the Company’s property;

	 	 	 
	 	(g) 	
      the consent by the Company to the appointment of, or
      taking possession by, a receiver, liquidator, assignee, custodian,
      trustee, sequestrator (or similar official) of the Company or for any
      material part of the Company’s property;

	 	 	 
	 	(h) 	
      the issuance of an order for the winding up or
      liquidation of the affairs of the Company and the continuance of such
      decree, order or appointment unstayed and in effect for a period of sixty
      (60) consecutive days;

	 	 	 
	 	(i) 	
      the making by the Company of an assignment for the
      benefit of its creditors;







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	 	(j) 	
      the institution by or against the Company of any formal
      or informal proceeding for the dissolution or liquidation of, settlement
      of claims against or winding-up of the affairs of the Company;

	 	 	 
	 	(k) 	
      the threat by the Company of ceasing to carry on business
      or the Company ceasing to carry on business;

	 	 	 
	 	(l) 	
      the entry of a decree or order or an effective resolution
      passed for winding-up the Company;

	 	 	 
	 	(m) 	
      the entry by the Company into any reconstruction,
      reorganization, amalgamation, merger or other similar arrangement with any
      other person; or

	 	 	 
	 	(n) 	
      if any encumbrancer takes possession of the properties
      being the subject of the Securities or being financed with the Loan,
      unless the Company in good faith dispute the encumbrancer’s claim and
      non-payment does not jeopardize the title of the Company to any such
      property or any way impairs any of the Securities;
or



5.2                   
Upon the occurrence of any one of these events of default, the entire amount of
the Principal and Interest then outstanding shall immediately become due and
payable. 

5.3                   
Lender’s delay or failure to insist upon the strict performance of the Company’s
obligations under this Loan Agreement or the Securities shall not be construed
as a waiver of Lender’s right to later require strict performance nor as a
waiver of any of Lender’s legal and equitable remedies. 

6.                     
PAYMENT ON MATURITY

6.1                   
On the Maturity Date, the Company will deliver the Principal then outstanding
and any earned Interest due Lender by wire transfer to Lender’s nominated bank
account or in cash or certified cheque delivered to the address of Lender. 

7.                     
NOTICES

7.1                   
Any notice, request, demand, claim, instruction, or other document to be given
to any party pursuant to this Loan Agreement shall be in writing delivered
personally or sent by mail, registered or certified, postage fully prepaid, as
follows:

	 	(a) 	
      If to, Lender to the address set forth on the first page
      of this Loan Agreement.

	 	 	 
	 	(b) 	
      If to Company, to the addresses set forth on the first
      page of this Loan Agreement, with a copy to:



Macdonald Tuskey, Corporate and
Securities Lawyers
Suite 409 -221 West Esplanade
North Vancouver, BC
V7M 3J3
Attention: William L. Macdonald
Fax: 604 973 0280 





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7.2                   
Any party may give any notice, request, demand, claim, instruction, or other
document under this section using any other means (including expedited courier,
messenger service, telecopy, facsimile, telex, ordinary mail, or electronic
mail), but no such notice, request, demand, claim, instruction, or other
document shall be deemed to have been duly given unless and until it actually is
received by the individual for whom it is intended. Any party may change its
address for purposes of this section by giving notice of the change of address
to the other party in the manner provided in this section. 

8.                     
TERMINATION

8.1                   
This Loan Agreement may, by written notice, be terminated as follows:

	 	(a) 	
      by either the Company or the Lender if a material breach
      of any provision of this Loan Agreement has been committed by the other
      party and such breach has not been waived; or

	 	 	 
	 	(b) 	
      by mutual written consent of the Company and
    Lender.



8.2 Each Party’s right of termination is in addition to any
other rights it may have under this Loan Agreement or otherwise, and the
exercise of a right of termination will not be an election of remedies;
provided, however, that if this Loan Agreement is terminated by a party because
of a breach of the Loan Agreement by the other party or because one or more of
the conditions to the terminating party’s obligations under this Loan Agreement
is not satisfied as a result of the other party’s failure to comply with its
obligations under this Loan Agreement, the terminating party’s right to pursue
all legal remedies will survive such termination unimpaired. For greater
certainty, termination of this Loan Agreement does not release the Company from
its obligations hereunder in respect of any Principal then outstanding. 

9.                     
INDEMNIFICATION

9.1                   
All representations, warranties, covenants, and obligations in this Loan
Agreement, and any other certificate or document delivered pursuant to this Loan
Agreement will survive the Loan Agreement. The right to indemnification, payment
of damages or other remedy based on such representations, warranties, covenants,
and obligations will not be affected by any investigation conducted with respect
to, or any knowledge acquired (or capable of being acquired) at any time,
whether before or after the execution and delivery of this Loan Agreement, with
respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation. The waiver of any condition
based on the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant or obligation, will not affect the right to
indemnification, payment of damages, or other remedy based on such
representations, warranties, covenants, and obligations. 

9.2                   
The Company and the Lender mutually agree to indemnify and hold each other
harmless along with their respective representatives, stockholders, controlling
persons, and affiliates (collectively, the “Indemnified Persons”) for, and will
pay to the Indemnified Persons the amount of, any loss, liability, claim, damage
(including incidental and consequential damages), expense (including costs of
investigation and defense and reasonable attorneys’ fees) or diminution of
value, whether or not involving a third-party claim, arising, directly or indirectly, from or in connection with any breach of any
representation, warrant, covenant or obligation made by the other Party in this
Loan Agreement. 




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10.                   
GENERAL PROVISIONS

10.1                  The
Parties agree to furnish upon request to each other such further information,
and to execute and deliver to each other such other documents, and to do such
other acts and things, all as the other party may reasonably request for the
purpose of carrying out the intent of this Loan Agreement. 

10.2                  The
rights and remedies of the parties to this Loan Agreement are cumulative and not
alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Loan Agreement or the documents referred
to in this Loan Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Loan Agreement or the documents referred to in this Loan Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing signed by the other party; (b) no waiver that
may be given by a party will be applicable except in the specific instance for
which it is given; and (c) no notice to or demand on one party will be deemed to
be a waiver of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand as
provided in this Loan Agreement or the documents referred to in this Loan
Agreement. 

10.3                  This
Loan Agreement supersedes all prior agreements between the parties with respect
to this loan and constitutes (along with the documents referred to in this Loan
Agreement) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Loan Agreement may
not be amended except by a written agreement executed by the party to be charged
with the amendment. 

10.4                 
Neither party may assign any of its rights under this Loan Agreement without the
prior consent of the other parties. This Loan Agreement will apply to, be
binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties. Nothing expressed or referred to in this Loan
Agreement will be construed to give any Person other than the parties to this
Loan Agreement any legal or equitable right, remedy, or claim under or with
respect to this Loan Agreement or any provision of this Loan Agreement. This
Loan Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Loan Agreement and their successors and
assigns. 

10.5                  If
any provision of this Loan Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Loan Agreement
will remain in full force and effect. Any provision of this Loan Agreement held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable. 

10.6                  This
Loan Agreement will be governed by the laws of the Province of British Columbia.





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10.7                  This
Loan Agreement may be signed in as many counterparts is as necessary and all
signatures so executed shall constitute one Agreement, binding on all Parties as
if each was a signatory on the original. 

11.                   
SIGNATURES

11.1                  IN
WITNESS WHEREOF, the parties have executed and delivered this Loan Agreement as
of the date first written above. 

 

Per:      
_________________________________________ 
              Robert
McAllister Authorized Signatory


 

ENERTOPIA CORP. 

 

Per:       
_________________________________________ 
             
 Kevin Brown, Director and Authorized Signatory 





SCHEDULE “A”

PROMISSORY NOTE

	CAD$20,000 	July 19, 2019 


      
     FOR VALUE RECEIVED, the undersigned (the
“Borrower”) promise to pay to Robert McAllister of suite 203 688 Lequime Road,
Kelowna B.C. Canada, (the “Lender”) the principal sum of twenty thousand CAD
dollars (CAD$20,000) in lawful currency of the CAD (the “Principal Sum”), as
herein provided. 

       
    The Principal Sum or such amount as shall remain
outstanding from time to time shall bear 10% interest thereon, both before and
after each of maturity, default and judgment commencing on the day the Principal
Sum is advanced by the Lender to the Borrower. 

        
   The Principal Sum aforesaid will become due and payable on the
19th day of October, 2019, or earlier if by mutual consent. 

        
   Extension of time of payment of all or any part of the amount
owing hereunder at any time or times and failure of the Lender to enforce any of
its rights or remedies hereunder shall not release the Borrower from its
obligations hereunder or constitute a waiver of the rights of the Lender to
enforce any rights and remedies therein. 

          
 On default in payment of any sum due hereunder for the Principal Sum or
Interest or after 20 days’ notice of Default to the Borrower upon the occurrence
of an Event of Default as defined pursuant to the Loan Agreement, entered into
between the Borrower and the Lender and dated for reference July 19, 2019, or
any amendments thereto, the unpaid balance of the Principal Sum and all accrued
Interest thereon shall at the option of the Lender forthwith become due and
payable. 

          
 The undersigned, when not in default hereunder, will have the privilege of
prepaying in whole or in part the Principal Sum, upon 20 days’ notice to the
Lender. 

           
Presentment, protest, notice of protest and notice of dishonour are hereby
waived. 

ENERTOPIA CORP. 

 

Per:    _________________________________________ 
     
      Kevin Brown, Authorized Signatory