Enertopia Corp.: Exhibit 10.2  - Filed by newsfilecorp.com






Enertopia
Corporation 
950-1130 West Pender Street 
British
Columbia, Canada V6E 4A4 

CONFIDENTIAL 

April 10, 2014


Lexaria Corp. 
950 1130 West Pender Street 
Vancouver, BC

V6E 4A4 

Attention: Mr. Chris Bunka, President

Dear:
Chris 

Re: Letter of Intent


This Letter of Intent ("LOI") shall set forth the basic
terms of the recent discussions between Enertopia Corporation, or its
wholly-owned subsidiary ("Enertopia") and Lexaria Corp., or its
wholly-owned subsidiary ("Lexaria") (collectively, the
"Parties") with regard to the ownership by Enertopia of a 51% interest in
the business, and the ownership by Lexaria of a 49% interest in the business of
legally producing, manufacturing, propagating, importing/exporting, testing,
researching and developing, and selling marihuana for medical purposes under the
MMPR (the "Business"). 

	1. 	
      Acquisition Structure. In accordance with the
      terms of a formal and definitive Agreement to be entered into between
      Enertopia and Lexaria (the "Definitive Agreement"), Enertopia shall
      own 51% ownership interest in the Business (the "Enertopia
      Ownership") and Lexaria shall own 49% ownership interest in the
      Business (the “Lexaria Ownership”). Within 10 days, Enertopia shall
      contribute $45,000 and Lexaria shall contribute $55,000 to the
    Business



Upon the execution of this LOI, Enertopia and Lexaria shall
structure a joint venture for legally producing, manufacturing, propagating,
importing/exporting, testing, researching and developing, and selling marihuana
for medical purposes under the MMPR. At such time the Parties will be deemed to
have formed a joint venture for the operation, management and further
development of the Business (the "Joint Venture"). Lexaria will pay 55%
of all costs to earn its 49% net Ownership Interest and Enertopia will pay 45%
of all costs to earn its 51% Ownership Interest. A total of 500,000 Definitive
Agreement Shares shall be issued to Enertopia, held in escrow (the "Escrow
Shares") by Lexaria's solicitors until such date as the License (as
hereinafter defined) has been obtained by Enertopia (the "Effective
Date"). Upon occurrence of the Effective Date, the Escrow Shares will be
released from escrow. In the event the Effective Date does not occur within 12
months of the date of the Definitive Agreement (the "Execution Date"),
the Definitive Agreement Shares shall be cancelled and returned to treasury.


The joint venture shall be responsible to: 

	 	(a) 	
      Source and secure a suitable location or locations from
      which to conduct the Business; and,








	 	(b) 	
      Acquire the necessary construction, operations and
      management expertise to build, operate and manage the Business;
  and,

	 	 	 
	 	(c) 	
      Agree unanimously on an appropriate funding schedule for
      all aspects of building, growing and operating the Business;
and,

	 	 	 
	 	(d) 	
      Agree unanimously on each capital expenditure incurred by
      the Business of more than $100,000, and on each salary, wage or bonus
      offered by the Business of more than $100,000 per annum; and

	 	 	 
	 	(e) 	
      Agree unanimously on a framework for eventual but regular
      profit distribution based upon the 51% / 49% net ownership stakes;
    and

	 	 	 
	 	(f) 	
      Receive all municipal, police, fire and necessary
      approvals to apply for a Licensed Producer (LP) under the Health Canada
      MMPR; and

	 	 	 
	 	(g) 	
      Operate, expand and manage the business at all times in
      compliance with all relevant regulations and with best efforts towards
      maximum efficiencies and profitability.



	 	
       
	2. 	
       Warranties. 



	 	 	
       
	 	a. 	
      Enertopia warrants that it is a company duly incorporated
      and in good standing under the laws of the State of Nevada.

	 	 	 
	 	b. 	
      Enertopia warrants that it will make all best efforts, as
      majority owner of the Business, to make an application to Health Canada to
      obtain a license to designating Enertopia as a "Licensed Producer" under
      MMPR (the "License") as soon as possible following the formation of
      the Joint Venture..

	 	 	 
	 	c. 	
      Lexaria warrants that it is a company duly incorporated
      and in good standing under the laws of the State of
  Nevada




	3. 	
      Definitive Agreement. Acceptance of this LOI shall
      be followed by the negotiation and acceptance of the Definitive Agreement
      which shall incorporate the terms and conditions of this LOI and such
      other terms, conditions, representations and warranties as are customary
      for transactions of this nature or as may be reasonably requested by the
      Parties including provisions relating to the transfer, sale or other
      disposition of an ownership interest by a Party and governance and
      operation of the Joint Venture. This LOI does not set forth all of the
      matters upon which agreement must be reached in order for the proposed
      transaction to be consummated.

	 	 
	4. 	
      Management Agreements. The Definitive Agreement
      will provide for the recognition of management/consulting agreements for
      certain employees or consultants of the Joint Venture pursuant to which
      such individuals will receive as yet unknown compensation (the
      "Management Compensation"). The Management Compensation shall be
      payable out of the net profits of the Business, provided however that any
      shortfall due to insufficient net profits shall be covered by the Joint
      Venture. Terms of each management/consulting agreement to be agreed upon
      with each individual third party and either the Joint Venture or either
      Enertopia or Lexaria, by mutual agreement, as the case may be, and to be
      entered into not later than April 30, 2014.

	 	 
	5. 	
      Binding Nature. Except for Sections 7, 8, 9 and
      10, which are intended to create binding obligations, it is understood
      that no legal obligation or liability will be created by this LOI and
      that the legal obligations and the liabilities of the Parties
      will arise only upon the duly authorized execution and delivery of the
      Agreement and the approval of the board of directors of each of the
      Parties. In the event that either Party is not satisfied with its due
      diligence investigations of the other Party, it may terminate this LOI
      upon written notice to the other Party and, in such event, neither Party
      shall have any further liability to the other Party, save for obligations
      set forth in Section 7 and 9.








	6. 	
      Conditions Precedent. Execution of the Agreement
      shall be conditional upon:

	 	 	 
		a. 	
      Due Diligence. Completion of a satisfactory due
      diligence review by each of Enertopia and Lexaria which due diligence
      review shall be completed or this condition waived on or before execution
      of the Agreement; and

	 	 	 
		b. 	
      Board Approval. Approval by the board of directors
      of Enertopia and Lexaria prior to execution of the Agreement.

	 	 	 
	7. 	
      Expenses. Each Party shall be responsible for such
      Party's own costs and charges incurred with respect to the transactions
      contemplated herein including, without limitation, all costs and charges
      incurred prior to the date of this LOI and all legal and accounting fees
      and disbursements relating to preparing the Agreement or otherwise
      relating to the Acquisition.

	 	 	 
	8. 	
      Access to Information. Upon acceptance of this LOI
      and until the earlier of completion of the Transaction or the Termination
      Date, each of Enertopia and Lexaria will allow the other and their
      authorized representatives, including legal counsel and consultants, full,
      free and unfettered access to all information, books or records of such
      party including, but not limited to, all existing data regarding the
      Business in the possession of Lexaria, for the purpose of the transactions
      contemplated herein. Each of Enertopia and Lexaria agree that all
      information and documents so obtained will be kept confidential and the
      contents thereof will not be disclosed to any person without the prior
      written consent of the other, all as further set out in Section 9 hereof,
      provided however, that Lexaria acknowledges that Enertopia has certain
      disclosure obligations pursuant to securities regulatory requirements and
      the policies of the Canadian Securities Exchange.

	 	 	 
	9. 	
      Confidentiality.

	 	 	 
		a. 	
      Each of Enertopia and Lexaria acknowledge that each will
      be providing to the other information that is non-public, confidential,
      and proprietary in nature (the "Confidential Information"). Each of
      Enertopia and Lexaria (and their respective affiliates, representative,
      agents and employees) will keep the Confidential Information confidential
      and will not, except as otherwise provided below, disclose such
      information or use such information for any purpose other than for
      negotiation of the Definitive Agreement and the evaluation and
      consummation of the Acquisition provided however that this provision shall
      not apply to information that: (i) becomes generally available to the
      public absent any breach of this provision; (ii) was available on a
      non-confidential basis to a Party prior to its disclosure pursuant to this
      LOI; or (iii) becomes available on a non-confidential basis from a third
      party who is not bound to keep such information confidential.

	 	 	 
		b. 	
      Each Party hereto agrees that it will not make any public
      disclosure of the existence of this LOI or of any of its terms without
      first advising the other party of the proposed disclosure, unless such
      disclosure is required by applicable law or regulation, and in any event
      the Party contemplating disclosure will inform the other Party of and
      obtain its consent to the form and content of such disclosure, which
      consent shall not be unreasonably withheld or
delayed.








		c. 	
      Each Party hereto agrees that immediately upon any
      discontinuance of activities by either party such that the Transaction
      will not be consummated, each Party will return to the other all
      Confidential Information.

	 	 	 
	10. 	
      Conduct of Business. During the period during
      which this LOI remains in effect, Lexaria and Enertopia will each conduct
      its business in a reasonable and prudent manner in accordance with past
      practices, preserve its existing business organization and relationships,
      preserve and protect its properties and conduct its business in compliance
      with all applicable laws and regulations.

	 	 	 
	11. 	
      Termination. In the event that this LOI is not
      superseded by the Agreement on or before May 30, 2014, or such other date
      the Parties may agree to, the terms of this LOI will be of no further
      force or effect except for Section 7 and 9.

	 	 	 
	12. 	
      Governing Law. This LOI shall be construed in all
      respects under and be subject to the laws of the Province of British
      Columbia and the laws of Canada applicable therein which are applicable to
      agreements entered into and performed within the Province of British
      Columbia.

	 	 	 
	13. 	
      Execution. This LOI may be executed in one or more
      counterparts and a facsimile or PDF counterpart of this LOI bearing the
      signature of a Party hereto shall be effective for all purposes and
      binding on each Party hereto.



If this LOI is acceptable, please communicate your acceptance
by signing below and returning such executed copy to Enertopia. Upon receipt of
a signed copy, Enertopia will cause a countersigned copy to be returned.

Yours very truly, 

ENERTOPIA CORPORATION 

Per: 
__________________________
                 
Authorized Signatory 

THIS LETTER OF INTENT is hereby accepted on the terms
and conditions set forth herein this 10th day of April, 2014: 

LEXARIA CORP. 

Per: 
__________________________
                 
Authorized Signatory