Enertopia Corporation: Exhibit 10.1 - Filed by newsfilecorp.com






July 22, 2014 

Preliminary Lease Agreement and Extension of LOI 

On or near April 10, 2014, Lexaria Corp, and a subsidiary corp
wholly owned by Lexaria Corp; Enertopia Corp, and a subsidiary corp wholly owned
by Enertopia Corp; Jeff Paikin and 1475714 Ontario Inc, (together, the
“Parties”), all signed a Letter of Intent (the “LOI”) that set out the terms to
lease a building located at 5070 Benson Drive, Burlington Ontario, and the basic
terms of the relationship between the Parties. The LOI is attached to this
Agreement to Extend. 

Due to circumstances beyond the control of any of the Parties,
the municipal approval process for the marijuana production facility required
more time than anticipated, thus requiring more time to execute this Preliminary
Lease Agreement. For this reason the Parties agree to revise and extend the
terms of the LOI as noted herein. 

This Agreement is between Lexaria Corp. and it’s wholly owned
subsidiary Lexaria CanPharm Corp; and Enertopia Corporation and it’s wholly
owned subsidiary Thor Pharma Corp (together, the “Lessee”); and Jeff Paikin on
behalf of himself and 1475714 Ontario Inc., Owner of 5070 Benson Drive,
Burlington, ON (the “Lessor”) and sets out the Lessee’s and Lessor’s shared
intent to enter into a lease agreement (the “Lease”) for warehouse space (the
“Leased Premises”) in the building located at 5070 Benson Drive, Burlington,
Ontario (the “Building”). 

The terms and conditions to be properly set out in a binding
lease and such other documentation as the parties shall determine necessary will
include the following terms and conditions: 

	 	1. 	
      Initial lease space to be approximately 20,000 square
      feet (known as the “Vacant Space”) with a first right of refusal in favour
      of the Lessee to lease approximately an additional 30,000 square feet
      (known as the “Occupied Space”) and an additional first right of refusal
      in favour of the Lessee to lease approximately an additional 25,000 square
      feet (known as the “Expansion Space”) for a total of approximately 75,000
      square feet as further space currently leased in the Building comes
      available.

	 	2. 	
      The rent for the Leased Premises shall be base rent of
      $5.00 per square foot, plus common area charges and taxes, which are
      currently $3.25 per square foot. All utilities will be in addition to the
      rent and billed directly to the Lessee.

	 	3. 	
      Lease will be for both the Vacant Space and the Occupied
      Space and for a term of 5 years, with the Lessee having an option to renew
      for three (3) further five (5) year terms at the market rate at the time
      of renewal.

	 	4. 	
      Lease start date to be that date, following notice of
      intent to construct and occupy the Occupied Space given in writing by the
      Lessee to the Lessor (the “Notice”), when the existing third-party tenant
      in the Occupied Space no longer occupies the Occupied Space. Lessee has no
      obligation to provide notice of intent to
construct and occupy the Occupied Space prior to receiving a Ready
      to Build letter from Health Canada regarding the MMPR license application
      at 5070 Benson and if no such letter has been received prior to January
      22, 2015, Lessee may at any time at its sole option notify Lessor of its
      intention to abandon the HC license application at 5070 Benson, in which
      case Lessor agrees to release Lessee from any further obligations under
      this agreement. Lessee and Lessor have the option of mutually agreeing to
      extend the lease start date.








	 	5. 	
      Rent payment for the Occupied Space payable only in cash,
      with no option available for the payment of rent with common shares for
      the Occupied Space.

	 	6. 	
      The 5-year term of the Lease will be waived by the
      Lessor, if the Lessee fails to receive a license issued by Health Canada
      under the MMPR program, for the cultivation and sale of medical marijuana
      at the 5070 Benson location, or if any other necessary regulatory license
      is not received, following 90-day notice given from the Lessee to the
      Lessor, at the sole option of the Lessee.

	 	7. 	
      The Lessee will require tenant improvements to the Leased
      Premises (the “Tenant Improvements”). These improvements shall be
      performed by New Horizon Homes on behalf of the Lessee on a cost plus 10%
      basis. The “plus” shall be payable in shares of Lexaria Corp. and
      Enertopia Corporation as part of this arrangement.

	 	8. 	
      During the 6 months beginning June 9 2014, the Lessee
      shall have the option of paying its Base Rent of the Vacant Space with
      common shares or with cash.

	 	9. 	
      During the 6 months following the Notice date if the
      Notice date is prior to January 22, 2015, the Lessee shall have the option
      of paying its Base Rent of the Vacant Space with common shares or with
      cash; and in the event the lease start date is mutually agreed to start
      after January 22, 2015, the option to pay rent in shares or cash will be
      determined by the Lessor.

	 	10. 	
      KNY Architects has been retained by the Lessee in order
      to begin designing the space required. All costs of architectural design
      to be borne by the Lessee.

	 	11. 	
      Where any restricted common shares of Lexaria Corp. and
      Enertopia Corporation are to be transferred to the Lessor or as it may
      direct, the intention is to determine the number of shares to be
      transferred based on the June 17 2014 LOI draft agreement wherein the
      valuation share price of Lexaria Corp was determined to be $0.30 and for
      Enertopia Corp was determined to be $0.19, but in any case all share
      transfers shall be in accordance with the Canadian Securities Exchange and
      Securities Commission guidelines.

	 	12. 	
      All obligations and responsibilities of the Lessee shall
      be shared by Lexaria CanPharm Corp. assuming 55% and Thor Pharma Corp.
      assuming 45%.

	 	13. 	
      At that time when Lessee gives Notice to construct and
      occupy, it shall maintain a minimum cash balance of $120,000 in the Joint
      Venture bank account in trust for the Lessor to be applied as security
      towards lease payments, until such time as the MMPR license issued by
      Health Canada has been received by the Lessee.

	 	14. 	
      At that time when Lessee gives Notice to construct and
      occupy, it shall maintain a minimum cash balance sufficient to cover the
      approved budget costs of the Tenant Improvements in the Joint Venture bank
      account in trust for New Horizon Homes and provide evidence of such funds.
      Tenant Improvement budget subject to exclusive approval of the Lessee, in
      advance.

	 	15. 	
      At that time when Tenant Improvements are complete; when
      the Health Canada MMPR license has been received; and when the Lessee has
      moved in to the leased space, the Lessee shall maintain a minimum cash
      balance equivalent to eight-months rent payments for whatever space is occupied
      at the time by the Lessee, in the Joint Venture bank account in trust for
      the Lessor to be applied as security towards lease payments.








	 	16. 	
      This Letter of Intent sets out our shared intentions but
      does not create a binding Lease. The intended relationship set out in this
      Letter of Intent shall be solely governed by a binding lease agreement in
      the Lessor’s standard form, but containing those terms and conditions set
      out in this Letter of Intent or as otherwise agreed between the parties.
      It is also implicit in this understanding that the intent of all the
      parties is to run a first class operation that can become an industry
      model for the best approach to carrying on a legal marijuana growing
      operation.



LEXARIA CANPHARM CORP. 

 

_____________________________
I have the authority to bind
the corporation 

THOR PHARMA CORP.  

 

_____________________________
Robert McAllister, CEO 
I
have the authority to bind the corporation 

1475714 ONTARIO INC. 
Per: 

 

_____________________________
Jeff Paikin, President 
I
have the authority to bind the corporation 




April 10, 2014 

Letter of Intent Between Lexaria Corp. in trust for a
company to be named later (Newco) and Enertopia Corporation
in trust for a company to be named later (Newco2) and Jeff
Paikin on behalf of himself and 1475714 Ontario Inc., Owner of 5070 Benson Drive, Burlington, ON 

This letter of intent, to be executed on behalf of a
corporation to be incorporated by Lexaria Corp. and Enertopia
Corporation(Lessee) and Mr. Jeff Paikin of 1475714 Ontario Inc. (Lessor) sets
out the Lessee’s and Lessor’s shared intent to enter into a lease agreement (the
“Lease”) for warehouse space (the “Leased Premises”) in the building located at
5070 Benson Drive, Burlington, Ontario (the “Building”). 

The terms and conditions to be properly set out in a binding
lease and such other documentation as the parties shall determine necessary will
include the following terms and conditions: 

	 	17. 	
      Lease space to be approximately 30,000 square feet with a
      first right of refusal in favour of the Lessee to lease approximately an
      additional 45,000 square feet for a total of approximately 75,000 square
      feet as further space currently leased in the Building comes available.
      

	 	18. 	
      The rent for the Leased Premises shall be base rent of
      $5.00 per square foot, plus common area charges and taxes, which are
      currently $3.25 per square foot. All utilities will be in addition to the
      rent and billed directly to the Lessee. 

	 	19. 	
      Lease term to be a minimum of 5 years, with the Lessee
      having an option to renew for three (3) further five (5) year terms at the
      market rate at the time of renewal. 

	 	20. 	
      The Lessee will require tenant improvements to the Leased
      Premises. These improvements shall be performed by New Horizon Homes on
      behalf of the Lessee on a cost plus 10% basis. The “plus” shall be payable
      in shares of Lexaria Corp. and Enertopia Corporation as part of this
      arrangement. 

	 	21. 	
      During the first 90 days of the initial 5 year lease, the
      Lessee shall have the option of paying its Base Rent with shares or with
      cash. 

	 	22. 	
      The Lease shall be conditional for a period of 60 days in
      order to allow the Lessee to confirm that the zoning applicable to the
      Leased Premises allows for the Lessee’s intended use of the Leased
      Premises, in particular a legal marijuana growing operation. In exchange
      for the Lessor holding the Leased Premises for the Lessee for the 60 day
      conditional period, the Lessee will issue shares to the Lessor or as it
      may direct having a minimum value of $40,000 Canadian. If the Municipality
      does not approve medical marijuana for this location, the obligation of
      the Lessee ends and the remaining lease shall be null and void. This
      initial share payment shall satisfy all of the Lessees obligations if the
      use is not approved. 

	 	23. 	
      KNY Architects will be retained by the Lessee in order to
      begin designing the space required. This will allow the design process to
      happen prior to the determination of the zoning decision. All costs of
      architectural to be borne by the Lessee.








	 	24. 	
      Where any shares of Lexaria Corp. and Enertopia
      Corporation are to be transferred to the Lessor or as it may direct, the
      intention is to determine the number of shares to be transferred based on
      the value of said shares at close of trading on April 9, 2014, with the
      shares transferred at the lowest legal transfer price based on the April
      9, 2014 closing price. All share transfers shall be in accordance with the
      Exchange and Commission guidelines.

	 	25. 	
      All obligations and responsibilities of the Lessee shall
      be shared by Lexaria Corp. assuming 55% and Enertopia Corp. assuming
      45%.

	 	26. 	
      This Letter of Intent sets out our shared intentions but
      does not create a binding Lease. The intended relationship set out in this
      Letter of Intent shall be solely governed by a binding lease agreement in
      the Lessor’s standard form, but containing those terms and conditions set
      out in this Letter of Intent or as otherwise agreed between the parties.
      It is also implicit in this understanding that the intent of all the
      parties is to run a first class operation that can become an industry
      model for the best approach to carrying on a legal marijuana growing
      operation.



LEXARIA CORP. 

 

_____________________________
I have the authority to bind
the corporation 

ENERTOPIA CORP. 

 

_____________________________
Robert McAllister, CEO 
I
have the authority to bind the corporation 

1475714 ONTARIO INC. 
Per: 

 

_____________________________
Jeff Paikin, President 
I
have the authority to bind the corporation