Enertopia Corp.: Exhibit 10.5 - Filed by newsfilecorp.com








 

CONSULTING AGREEMENT  

THIS AGREEMENT is made effective this 17th day of
June, 2014 and AMENDS an agreement that was entered into on or about
April 24, 2014. 

BETWEEN: 

Enertopia Corp., a body
corporate duly incorporated under the laws of the State of Nevada, and having an
Office at 950-1130 W Pender St, Vancouver BC, V6E 4A4; and/or its wholly
owned subsidiary 8845301 Canada Inc, a body corporate duly incorporated
under the laws of Canada and having an office at 950-1130 W Pender St, Vancouver
BC, V6E 4A4 

(hereinafter together or separately
called the "Company") 

OF THE FIRST PART 

AND: 

Jason Springett, an individual
in the Province of Ontario residing at #3, 869 Whetherfield Street, London, N6H
0A2 

(hereinafter called the "Consultant")


OF THE SECOND PART 

WHEREAS: 

A. Consultant agrees to serve as Master Grower Ontario
Operations to the Company and to provide services as described below,
effective April 24th, 2014; 

B. The Company is desirous of retaining the consulting services
of the Consultant as Master Grower Ontario Operations, on a contract basis and
the Consultant has agreed to serve the Company as an independent contractor upon
the terms and conditions hereinafter set forth; 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 





- 2 - 

1. The Consultant shall provide Master Grower services and
report to the CEO/President of the Company, and perform such tasks in general
including but not limited to the following: 

Policies 

The Consultant is expected to be intimately familiar with the
MMPR, which can be found at 
http://www.laws-lois.justice.gc.ca/eng/regulations/SOR-2013-119/. The
Consultant will establish policies and procedures that align with the Company’s
overall goals and objectives. The Consultant will implement standards of
performance, safety policies and procedures and makes policy changes as
necessary. The Consultant will consult with executives to whom he reports, to
ensure policies adhere to local and federal regulations, insurance requirements
and all legalities regardless of whether they be municipal, provincial, or
federal. 

Financials 

With other top executives, the Consultant will develop
financial budgets for the facilities the Consultant oversees. The Consultant
will develop construction budgets and timelines and communicate these to the
executives to whom he reports. The Consultant will review sales data, production
and activity reports, financial statements and other information to ensure
financial goals are achieved. The Consultant will be tasked to find ways to
reduce operational costs and increase revenues. The Consultant will plan
long-term financial goals for those facilities the Consultant oversees. 

Management 

The Consultant will work with the Operations Manager to assist
in determining staff required to accomplish goals, and providing oversight to
the production staff. The Consultant will oversee and manage goods used to
produce medical marijuana at the facility such as inventory or production
materials. 

Production 

The Consultant will design, formulate, and implement the most
advantageous, cost effective, and profitable marijuana grow and production
facility possible, in accordance with best practices and always compliant with
the Health Canada MMPR program. The Consultant will be responsible for
developing, practicing and enforcing all inventory control policies, employee
safeguards and employee control programs when they are under the overall control
of the Company. 

	 	a) 	
      General Services. The Consultant shall serve the Company
      (and/or such subsidiary or subsidiaries of the company as the Company may
      from time to time require) in such consulting capacity or capacities as
      may from time to time be determined by resolution of the Board of
      Directors or senior management of the Company and shall perform such
      duties and exercise such powers as may from time be determined by
      resolution of the Board of Directors, as an independent contractor. The
      Consultant will work as needed with lawyers, partners, shareholders and
      other stakeholders as required by the Company.

	 	 	 
	 	b) 	
      Contact Information. Prospective investor, partner,
      client, and shareholder information that is gathered and created by
      Consultant during the contract period shall become
the property of the Company as it is utilized for the business
purposes of the Company. Consultant is required to provide a copy of all such
data to Company on a monthly basis by electronic file records. 



 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 






- 3 - 

2. By virtue of this Agreement, the Company is expecting, and
Consultant is accepting, the responsibility of working in a full-time managerial
role which is not expected to average less than 40 hours per week, on behalf of
the Company. Some weeks Consultant may be required to work more than 40 hours in
order to fulfill the terms of this Agreement.

3. During the time that this Agreement remains in effect, the
Consultant shall not act in any capacity whatsoever, directly or indirectly for
or for the betterment of any other non-joint-ventured company, partnership, or
project that competes within North America within the same industry sector,
without the Company’s prior written consent; with the sole permitted exception
being the Consultant’s existing relationship with Chlormet Technologies /AAA
Heidelberg (“CMT”). The Consultant agrees that he shall maintain his
relationship to CMT in a manner which does not compromise his responsibilities
nor knowledge of the Company; does not compromise any information as described
in Section 11 of this Agreement; and further agrees that he shall not raise
capital for CMT nor participate in day-to-day management of CMT outside of
assisting in placing initial staff and responding to infrequent requests for
advice from CMT management. 

4. The basic remuneration of the Consultant for its services
hereunder shall be at the rate of three thousand three hundred and seventy five
dollars (CDN$3,375) per month plus GST, together with any such increments
or bonuses thereto as the CEO or the Board of Directors of the Company may from
time to time determine, payable the 30th day of each calendar month. The
Company will negotiate in good faith with the Consultant a profit-sharing bonus
once the facility is operational, designed to reward the Consultant for
production goals yet to be established. The basic compensation covers that time
required by the Consultant to fulfill his tasks. 

5. As described herein, awards of restricted shares of common
stock to be issued in separate certificate form (the "Shares" or “Share”) shall
be made based upon the required events and thresholds being achieved. The first
Share award was made upon the mutual signing and execution of the original
agreement (Paid). The production facility is located in a municipality that has
not yet given formal approval permitting marijuana production in accordance with
the Health Canada MMPR; and the Consultant shall receive the second Share award
once the municipality has given such approval. The third Share award shall be
made when Health Canada has sent an “Approval to Build” letter to the Company,
granting conditional acceptance of the building plans. The fourth Share award
shall be made when Health Canada has granted an MMPR license to the facility
while it is co-owned by the Company. The fifth Share award shall be made when
the first commercial harvest from the facility has been completed by the Company
– a commercial harvest excludes test growing or non-commercial quantities. And a
sixth Share award shall be made when the facility has reached CDN$5,000,000 in
accumulated sales of medical marijuana grown within the facility on behalf of
the Company. 

 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 





- 4 -


	Shares On 
Signing 	Shares On 
Municipal Approval 	Shares on 
Health Canada
 “Comfort
      Letter” 	Shares On 
Health Canada 
License 	Shares on 
First Commercial 
Harvest
	Shares on 
$5,000,000 in 
Plant Revenue
    
	90,000
 (Paid) 	135,000 	270,000 	315,000 	270,000 	270,000




6. The issuance of the Shares to the Consultant will be made in
reliance on an exemption from the prospectus filing requirements contained in
section 2.24 of National Instrument 45-106 and the exemption from the
registration requirements contained in Regulation S promulgated under the
Securities Act of 1933, as amended (the “1933 Act”). The Company reserves the
right to request from the Consultant any additional certificates or
representations required to establish an exemption from applicable securities
legislation prior to the issuance of any Shares. 

	 	a) 	
      The certificates representing the Shares to be issued to
      the Consultant will be affixed with legends in substantially the following
      form, describing such restrictions:



THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. 

7. The Consultant represents and warrants that at the time of
entry into this Agreement and on the date of the issuance of any Shares that:


	 	a) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Consultant’s
      ability to resell any of the Shares in Canada under applicable provincial
      securities laws;

	 	 	 
	 	b) 	
      the Consultant understands and agrees none of the Shares
      have been or will be registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state and foreign securities laws;



 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 






- 5 - 

	 	c) 	
      the Consultant is not a U.S. Person (as such term is
      defined in Regulation S of the 1933 Act) and is not acquiring the Note for
      the account or benefit of, directly or indirectly, any U.S.
  Person;

	 	 	 
	 	d) 	
      is outside the United States when receiving and executing
      this Agreement;

	 	 	 
	 	e) 	
      the Consultant understands and agrees that offers and
      sales of any of the Shares prior to the expiration of the period specified
      in Regulation S (such period hereinafter referred to as the “Distribution
      Compliance Period”) shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with applicable
      state and provincial securities laws;

	 	 	 
	 	f) 	
      the Consultant acknowledges that it has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Consultant may sell or otherwise dispose of any of the Shares pursuant
      to registration of any of the Shares pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein; and

	 	 	 
	 	g) 	
      hedging transactions involving the Shares may not be
      conducted unless such transactions are in compliance with the provisions
      of the 1933 Act and in each case only in accordance with applicable
      securities laws.



8. The Consultant shall be responsible for the payment of its
income and other taxes and other remittances including but not limited to any
form of insurance as shall be required by any governmental entity (including but
not limited to EI, WCB, and federal and provincial income taxes) with respect to
compensation paid by the Company to the Consultant and nothing in this Agreement
implies or creates a relationship of employment. 

9. The terms "subsidiary" and "subsidiaries" as used herein
mean any corporation or company of which more than 50% of the outstanding shares
carrying voting rights at all times (provided that the ownership of such shares
confers the right at all times to elect at least a majority of the Board of
Directors of such corporation or company) are for the time being owned by or
held for the Company and/or any other corporation or company in like relation to
the Company and include any corporation or company in like relation to a
subsidiary. 

10. The Consultant shall be reimbursed for all travelling and
other expenses actually and properly incurred by it in connection with its
duties hereunder, not including commuting to the office that is the normal place
of business. For all such expenses the Consultant shall furnish to the Company
statements, receipts and vouchers for such out-of-pocket expenses on a
monthly basis. The Consultant is pre-authorized to incur up to $200 per
month, cumulatively, in relevant expenses. 

 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 





- 6 - 

Amounts over $200 per month must be pre-approved by
management of the Company or will be disallowed. Both parties recognize that
as the financial condition of the Company improves or deteriorates, this amount
may be increased or decreased without making changes to this document, provided
the Company makes Consultant aware of the changed amount. 

11. The Consultant shall not, either during the continuance of
its contract hereunder or at any time thereafter, disclose the private affairs
of the Company and/or its subsidiary or subsidiaries, or any secrets of the
Company and/or its subsidiary or subsidiaries, to any person other than the
Directors of the Company and/or its subsidiary or subsidiaries or for the
Company's purposes and shall not (either during the continuance of its contract
hereunder or at any time thereafter) use for its own purposes or for any purpose
other than those of the Company any information it may acquire in relation to
the business and affairs of the Company and/or its subsidiary or subsidiaries,
unless required by law. Proprietary Information as that term is used herein
shall consist of all knowledge, data and information which the Consultant may
acquire from the documents and information disclosed to it by the Company, its
employees, attorneys, consultants, independent contractors, clients or
representatives whether orally, in written or electronic form or on electronic
media including, by way of example and not by limitation, any products, customer
lists, supplier lists, marketing techniques, technical processes, formulae,
inventions or discoveries (whether patentable or not), innovations, suggestions,
ideas, reports, data, patents, trade secrets and copyrights, made or developed
by the Company and related data and information related to the conduct of the
business of the Company. Proprietary Information shall also include discussions
with officers, directors, employees, independent contractors, attorneys,
consultants, clients, finance sources, customers or representatives and the fact
that such discussions are taking place. Proprietary Information shall not be
directly or indirectly disclosed to any other person without the prior written
approval of the Company. Proprietary Information shall not include matters of
general public knowledge, information legally received or obtained by the
Consultant from a third party or parties without a duty of confidentiality, and
information independently known or developed by the Consultant without the
assistance of the Company. 

12. All contacts that the Consultant discusses Company business
with, will thereafter also be the property of the Company and all contact
information must be provided to the Company on an ongoing basis. 

13. The Consultant shall well and faithfully serve the Company
or any subsidiary as aforesaid during the continuance of its contract hereunder
and use its best efforts to promote the interests of the Company. 

14. This Agreement may be terminated forthwith by the Company
or Consultant without prior notice if at any time: 

	 	a) 	
      The Company or Consultant shall commit any material
      breach of any of the provisions herein contained; or

	 	 	 
	 	b) 	
      The Company or Consultant shall be guilty of any
      misconduct or neglect in the discharge of its duties hereunder;
  or

	 	 	 
	 	c) 	
      The Company or Consultant shall become bankrupt or make
      any arrangements or composition with its creditors;
or



 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 






- 7 - 

	 	d) 	
      The Principals of the Company or Consultant shall become
      of unsound mind or be declared incompetent to handle his own personal
      affairs; or

	 	 	 
	 	e) 	
      The Company or Consultant shall be convicted of any
      criminal offence other than an offence which, in the reasonable opinion of
      the Board of Directors of the Company, does not affect their position as a
      Consultant or a director of the Company.



This Agreement may also be terminated by either party upon
sixty (60) days written notice to the other. Should the Company terminate this
agreement for a reason not enumerated in items 14(a), 14(b), 14(c), 14(d), or
14(e), Consultant will be entitled to all remuneration, as it relates to
transactions which were in process but had not yet closed at the date of his
termination, to which he would have otherwise been entitled for a period of 60
days after the date of his termination. 

15. In the event this Agreement is terminated by reason of
default on the part of the Consultant or the written notice of the Company, then
at the request of the Board of Directors of the Company, the Consultant shall
cause Consultant to forthwith resign any position or office which he then holds
with the Company or any subsidiary of the Company. The provisions of Paragraph
11 shall survive the termination of this Agreement for a period of 2 years
thereafter. 

16. In the event that Municipal Approval for zoning and to
build/operate the facility is NOT granted by July 9, 2014, as is currently
expected, this Agreement is subject to a 15-day renegotiation period during
which time the likelihood of Municipal Approval can be assessed, or cancellation
by the Company if an approved location cannot be secured.

17. The services to be performed by the Consultant pursuant
hereto are personal in character, to be performed by Mr. Jason Springett, and
neither this Agreement nor any rights or benefits arising thereunder are
assignable by the Consultant without the previous written consent of the
Company. 

18. Any and all previous agreements, written or oral, between
the parties hereto or on their behalf relating to the agreement between the
Consultant and the Company are hereby terminated and cancelled and each of the
parties hereto hereby releases and forever discharges the other party hereto of
and from all manner of actions, causes of action, claims and demands whatsoever
under or in respect of any such previous agreements. 

19. Any notice in writing or permitted to be given to the
Consultant hereunder shall be sufficiently given if delivered to the Consultant
personally or mailed by registered mail, postage prepaid, addressed to the
Consultant as its last residential address known to the Company. Provided any
such notice is mailed via guaranteed overnight delivery, as aforesaid shall be
deemed to have been received by the Consultant on the first business day
following the date of mailing. Any notice in writing required or permitted to be
given to the Company hereunder shall be given by registered mail, postage
prepaid, addressed to the Company at the address shown on page 1 hereof. Any
such notice mailed as aforesaid shall be deemed to have been received by the
Company on the first business day following the date of mailing provided such
mailing is sent via guaranteed overnight delivery. Any such address for the
giving of notices hereunder may be changed by notice in writing given hereunder.


20. The provisions of this Agreement shall enure to the benefit
of and be binding upon the Consultant and the successors and assigns of the
Company. For this purpose, the terms "successors" and "assigns" shall include
any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or
substantially all of the assets or business of the Company. 

 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 





- 8 - 

21. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the provisions of this Agreement. 

22. This Agreement is being delivered and is intended to be
managed from the Province of British Columbia and shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of such Province. Similarly no provision within this contract is deemed
valid should it conflict with the current or future laws of the United States of
America or current or future regulations set forth by the United States
Securities and Exchange Commission, the British Columbia Securities Commission,
or the Ontario Securities Commission. This Agreement may not be changed orally,
but only by an instrument in writing signed by the party against whom or which
enforcement of any waiver, change, modification or discharge is sought. 

23. This Agreement and the obligations of the Company herein
are subject to all applicable laws and regulations in force at the local, State,
Province, and Federal levels in both Canada and the United States. In the event
that there is an employment dispute between the Company and Consultant,
Consultant agrees to allow it to be settled according to applicable Canadian law
in an applicable British Columbia jurisdiction. 

24. Any and all potential or actual common share award or stock
option award will be in compliance with all applicable regulations in the USA
and Canada. 

25. This contract will expire on June 16, 2015 unless renewed
or extended by mutual written consent of both parties prior to that date. 

     IN WITNESS WHEREOF this Agreement
has been executed as of the day, month and year first above written. 

 

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675 





- 9 - 

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	June 17, 2014 
	Robert McAllister, 	 	  
	President and CEO, 	 	  
	Enertopia Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	DATED:
    
	Jason Springett 	 	  
	Master Grower Ontario Operations 	 	  



  

	950, 1130 West Pender Street            |          Vancouver, BC V6E 4A4         |         Canada        |     604.602.1675