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






Exhibit 10.1

DEBT SETTLEMENT AGREEMENT 

THIS AGREEMENT dated for reference the 19th day of
November 2010. 

BETWEEN: 

ENERTOPIA CORP., a company duly incorporated under the
laws of the Province of British Columbia and having its registered and records
office at Suite 950 - 1130 West Pender Street, Vancouver, BC, V6E 4A4 Ph
604-602-1675 FAX 604-685-1602 (the “Company”) 

OF THE FIRST PART 

AND: 

MERCURY MEDIA 5 4th St SW, Calgary, AB T2R
0X8 

(the “Creditor”) 

OF THE SECOND PART 

WHEREAS: 

A. 

The Company is indebted to the Creditor in the amount of
US$15,000.00 (the “Debt”); and 

B.  

The Company wishes to settle the Debt, namely
US$15,000.00, by allotting and issuing securities in the capital of the
Company to the Creditor and the Creditor is prepared to accept such securities
in full satisfaction of the Debt.

NOW THEREFORE WITNESSETH that in consideration of the premises
and of the covenants and agreements set out herein, the parties hereto covenant
and agree as follows: 

1. 

 ACKNOWLEDGMENT OF DEBT 

1.1 

The Company
acknowledges and agrees that it is indebted to the Creditor in the amount of the
Debt. 

2. 

 ALLOTMENT AND ISSUANCE OF SECURITIES 

2.1 

The Company agrees to allot and issue to the Creditor
100,000 shares in the capital of the Company (the “Shares”) at a deemed
price of US$0.15 per Share for each US$0.15 of indebtedness, as
full and final payment of the Debt, and the Creditor agrees to accept the Shares
as full and final payment of the Debt, leaving the Company indebted to the
Creditor in the amount of US $Nil following this transaction. 

2.2 

The Creditor
hereby agrees that, upon delivery of the Shares by the Company in accordance
with the provisions of this Agreement, that the Debt will be fully satisfied and
extinguished effective as of the date set out above, and the Creditor will
remise, release and forever discharge the Company and its directors, officers
and employees from any and all obligations relating to this Debt. 

3. 

 REGULATORY RESTRICTIONS 

3.1 

The Creditor
acknowledges to the Company that: 

	 	(a) 	the Company is relying on exemptions from the registration
      requirements of the U.S. Securities Act of 1933. The shares and
      warrants have not been registered under the U.S. Securities Act of 1933
      and may not be offered or sold in the United States or to U.S. persons
      unless registered under such Act or an exemption from the registration
      requirements of such act, as available. 
	 	 	 
	 	(b) 	the Creditor will be the beneficial owner of the Shares; 
	 	 	 
	 	(c) 	the Shares are not being acquired as a result of any material
      information that has not been generally disclosed to the public; 
	 	 	 
	 	(d) 	the Creditor is an accredited investor; and 
	 	 	 
	 	(e) 	the Creditor will seek its own independent legal advice as to any
      restrictions imposed by the U.S. Securities Act of 1933 on the
      Creditor respecting disposition of the Shares. 






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	 	(f) 	the Shares and Warrants to be issued in satisfaction of the debt will
      be subject to the following legend: 
	 	 	 
	 		“The securities evidenced by this certificate have not been
      registered under the United States Securities Act of 1933, as amended, or
      any applicable U.S. State securities law, and no interest therein may be
      sold, distributed, assigned, offered, pledged or otherwise transferred or
      disposed of unless (a) there is an effective registration statement under
      such act and applicable United States State securities laws covering any
      such transaction involving said securities, or (b) this corporation
      receives an opinion of legal counsel for the holder of these securities
      (concurred in by legal counsel for this corporation) stating that such
      transaction is exempt from registration, or (c) this corporation otherwise
      satisfies itself that such transaction is exempt from registration.”
    


4. 

 GENERAL PROVISIONS 

4.1 

Time shall be of
the essence of this Agreement. 

4.2 

The Company and
the Creditor shall execute such further assurances and other documents and
instruments and shall do such further and other things as may be necessary to
implement and carry out the intent of this Agreement. 

4.3 

The provisions
herein contained constitute the entire agreement between the parties and
supersede all previous understandings, communications, representations and
agreements, whether written or verbal, between the parties with respect to the
subject matter of this Agreement. 

4.4 

This Agreement
shall be governed by and construed in accordance with the laws of the United
States. 4.5 All dollar amounts referred to in this Agreement have been expressed
in United States currency, unless otherwise indicated. 

4.6 

This Agreement shall enure to the benefit of and be binding
upon each of the parties and their respective heirs, executors, administrators,
successors and assigns, as the case may be. 

IN WITNESS WHEREOF the parties hereto have executed these
present on the day and year first above written. 

	 SIGNED, SEALED and DELIVERED by 	   ) 	  
	 MERCURY MEDIA in the presence
      of: 	   ) 	  
	  	   ) 	  
	  	   ) 	  
	  	   ) 	  
	Signature 	   ) 	  
	  	   ) 	  
	  	   ) 	  
	Address 	   ) 	MERCURY MEDIA 
	  	   ) 	  
	  	   ) 	  
	  	   ) 	  
	Occupation 	   ) 	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	 ENERTOPIA CORP. 	) 	  
	  	) 	  
	  	) 	  






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	Authorized Signatory 	 ) 	
	  	 ) 	
	  	 ) 	
	  	 ) 	
	  	 ) 	
	Authorized Signatory 	 	  
	  	 	  
	  	 	  
	Please provide the following
      information: 	 	  
	  	 	  
		 	  
	Creditor's telephone number 	 	   Creditor's e-mail
      address