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









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 XXXXX Ontario Inc., Owner of
XXXXXXX, Ontario 

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 XXXX 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
XXXXX, 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. 	
      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.

	 	 
	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 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.

	 	 
	4. 	
      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.

	 	 
	5. 	
      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.

	 	 
	6. 	
      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. 







	7. 	
      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.

	 	 
	8. 	
      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.

	 	 
	9. 	
      All obligations and responsibilities of the Lessee shall
      be shared by Lexaria Corp. assuming 55% and Enertopia Corp. assuming
      45%.

	 	 
	10. 	
      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 

XXXX ONTARIO INC. 

Per: 

_____________________________________

Jeff Paikin, President 

I have the authority to bind the corporation