Enertopia Corporation: Exhibit 10.2 - Filed by newsfilecorp.com






INVESTOR RELATIONS AND MARKETING AGREEMENT 

THIS INVESTOR RELATIONS AND MARKETING AGREEMENT, made effective
this 1st day of AUGUST 2014 between: 

Neil Blake 
Site 30F Comp 3 RR#1 
Kaleden BC
Canada V0H 1K0 
(Hereinafter referred to as “Provider”) 

AND: 

Enertopia Corp. 
950 - 1130 Pender St W 
Vancouver
BC Canada V6E 4A4 
Kelowna BC V1X 7W2 

(Hereinafter referred to as “Public Company”) 

WITNESS THAT: 

WHEREAS:

A.     Public Company requires
investor relations and marketing advisory services and desires to employ
Provider to provide such services; 

B.     Provider is engaged in
the business of providing marketing, promotional and public relations services
to listed companies and has agreed to provide such services to the Public
Company as its “Investor Relations Contractor”. 

NOW THEREFORE, the parties agree as follows: 

I.     APPOINTMENT

Public Company hereby engages Provider to provide investor relations and
marketing services and hereby retains and employs Provider on the terms and
conditions of this Agreement. Provider accepts such appointment and agrees to
use its best efforts to perform such services, upon the terms and conditions of
this Agreement. 

II.     TERM

The initial term of this agreement shall begin on the date of execution of
this Agreement and continue for three months. Thereafter the agreement
will continue on a month-by-month basis pending cancelation by written
notification with 30 days notice. 

III.     SERVICES
OF PROVIDER 
Provider shall act generally as the Investor Relations
Officers for Public Company and as such shall perform services as follows: 

A.     Provider will introduce
the Co. to industry professionals and organize meetings for possible financing,
analyst and/or newsletter reports and appropriate public relations and
advertising venues. 

B.     Provider will create and
maintain a database of investors, brokers, analysts, newsletter writers, etc. on
behalf of the Co. 

C.     Provider with and advise
Public Company and assist in developing appropriate due diligence material (to
satisfy the in-house and regulatory requirements of broker/dealers) broker
presentations, corporate mailing pieces, brochures, shareholder
communications, research reports and other collateral material. Within the
guidelines of an approved budget, Provider will propose advertising campaigns
designed to increase the audience for the Co. and to source investor leads.





	Investor Relations
      and Marketing Agreement 	page 2
    


D.     Provider will telephone
new contacts and update contacts in the database on corporate developments in an
on-going, timely and professional manner. The provider will target to make 50
outgoing calls per day as well as answer incoming calls, answer questions and
fulfill requests for investor packages by email/mail/fax/ and courier. 

IV.     LIMITATIONS
ON SERVICES 
The parties recognize that certain responsibilities and
obligations are imposed by federal, provincial and state securities laws and by
the applicable rules and regulations of the Securities Commissions. Accordingly,
Provider agrees that: 

A.     Provider shall not
release any financial or other material information or data about Public Company
and its business without the consent of approval of Public Company; 

B.     Provider shall not
conduct any meetings with financial analysts regarding Public Company without
informing Public Company of the proposed meeting and its general format or
agenda; 

C.     Provider shall not
release any information or data about Public Company’s affairs to selected
limited person(s), entity or group if Provider is aware that such information or
data has not been generally released or promulgated. 

V.     REPRESENTATIONS
AND INDEMNIFICATION 
A.     Public
Company shall be deemed to make a continuing representation of the accuracy of
any and all material facts, material information and data that it supplies to
Provider and the general availability of such information. Public Company is
aware that Provider will rely on such continuing representation in disseminating
such information and otherwise performing its public relations functions under
this Agreement. 

B.     Provider in the absence
of notice in writing from Public Company will rely on the continuing accuracy of
material; information and data supplied by Public Company and its general
availability. 

C.     Public Company hereby
agrees to indemnify Provider against and to hold Provider harmless from any
claims, suits, loss damages, etc. arising out of Provider reliance on the
general availability of information supplied to Provider and Provider ability to
promulgate such information. 

D.     Conversely, Public
Company may rely on Provider to disseminate and promulgate only such material,
information and data as supplied by Public Company for such purposes. Provider
hereby agrees to indemnify Public Company against and to hold Public Company
harmless from any claims, damages, suits, loss damages, etc. arising out of
Public Company’s reliance upon Provider to disseminate and promulgate only such
facts, material information and data. 

VI.     COMPENSATION

In consideration of Provider rendering to Public Company the services
referred to in section III, Public Company shall pay Provider, a monthly fee
of $2,500 payable on the 1st day of each monthly period starting on the signing
of this agreement. Stock options may be granted following an initial review
period of 30 days. 





	Investor Relations
      and Marketing Agreement 	page 3
    


VII.     RELATIONSHIP
OF PARTIES 
Provider is a contractor, responsible for compensation
of its agents, employees and representatives, as well as all applicable
withholding therefrom and taxes thereon (including unemployment insurance) and
all workers compensation insurance. This Agreement does not establish any
partnership, joint venture, or other business entity or association between the
parties and neither party is intended to have any interest in the business or
property of the other. 

VIII.     GENERAL

A.     This Agreement shall be governed by and
construed in accordance with the laws of the Province of British Columbia, which
shall be deemed to be the proper law of this contract. 

B.     This Agreement may not be
modified or amended except by an instrument in writing signed by the parties
hereto or by their successors or assigns. 

C.     This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same document,
and any facsimile signature shall be taken as an original. 

D.     The provisions herein
contained constitute the entire agreement between the parties and supersedes all
previous communications, representations and agreements whether oral or written
between the parties with respect to the subject matter hereof. 

E.     Each of the parties
hereto hereby covenants and agrees to execute such further and other documents
and instruments and to do such further and other things as may be necessary to
implement and carry out the intent of this Agreement. 

F.     No condoning, excusing or
waiver by any party hereto of any default, breach of non-observance by any other
party hereto at any time or times in respect of any covenant, proviso or
condition herein contained shall operate as a waiver of that party’s rights
hereunder in respect of any continuing or subsequent default, breach or
non-observance, or so as to defer or affect in any way the rights of the party
in respect of any such continuing or subsequent default breach of
non-observance, and no waiver shall be inferred from or implied by anything done
or omitted to be done by the party having those rights. 

G.     This Agreement shall
enure to the benefit of and be binding upon the parties hereto and their
respective heirs, administrators, successors and their respective permitted
assigns. 

H.     Time is of the essence of
this agreement. 

I.      This Agreement is
subject to the acceptance of the applicable stock exchanges and regulatory
bodies. 

IN WITNESS WHEREOF, the parties hereto have hereunto affixed
their respective hands as of the day and year first written above. 

	NEIL Blake 	Enertopia Corp. 
	PROVIDER 	PUBLIC COMPANY 
	  	  
	  	  
	  	  
	_______________________________	________________________________________
	Per: Authorized Signatory 	Per: Authorized Signatory