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








CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 24th day of
April, 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: 

Current Market Communications &
Associates Inc. a body corporate duly incorporated under the laws of the
Province of Ontario, and having an office at 65 Queen St. West, Suite 510,
Toronto, Ontario, M5H 2M5 

(hereinafter called the "Consultant,"
or, “Consultant”) 

OF THE SECOND PART 

WHEREAS: 

A.        Consultant agrees
to serve as Media Coordinator to the Company and to provide services as
described below, effective April 24, 2014; 

 


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






- 2 - 

B.        The Company is
desirous of retaining the consulting services of Consultant as a Media
Coordinator, on a one-year 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: 

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


Analyse the media and communication needs of the Company on an
ongoing basis and recommend, create, edit and update on an ongoing basis various
media including video clips and video interviews; Company powerpoints; letters;
graphics; booth presentation materials; and any and all other communications
programs and mediums. Communicate on the Company’s behalf directly with
interested parties to deliver the Company’s message and branding, relieving the
Company President or CEO of the task when possible. Strategize, arrange and
obtain where possible, outside media coverage of the Company through Internet;
Television, Newspaper and Radio and other sources.

	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.



2.        By virtue of this
Agreement, the Company is expecting, and Consultant is accepting, the
responsibility of working an irregular schedule and quantity of time on behalf
of the Company. Some weeks Consultant may be required to work more than 30 hours
and some weeks Consultant may be required to work fewer than 10 hours in order
to fulfill the terms of this Agreement. 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
sector of medical marijuana, without the Company’s prior written consent.

3.        The basic
remuneration of the Consultant for its services hereunder shall be at the rate
of two thousand two hundred and fifty dollars (CDN$2,250) 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 may pay the Consultant a
bonus from time to time, at its sole discretion.

4.        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
shall be made upon the mutual signing and execution of this agreement. 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 granted an MMPR license to the facility while it is co-owned
by the Company. The fourth Share award shall be made when the first commercial
harvest from the facility has been completed – a commercial harvest excludes
test growing or non-commercial quantities. And a fifth Share award shall be made
when the facility has reached CDN$5,000,000 in accumulated sales of medical
marijuana grown within the facility.


 


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






- 3 - 


	Shares 
On 
Signing 	Shares On 
Municipal
      
Approval 	Shares On 
Health
Canada
      
Approval 	Shares on 
First
      
Commercial 
Harvest 	Shares on 
$5,000,000 in
      
Ontario Plant 
Revenue 
	90,000 	45,000 	90,000 	135,000 	112,500
  



5.        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. 

6.        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: 

 


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






- 4 - 

	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;

	 	 
	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.



7.        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. 

 


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






- 5 - 

8.        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. 

9.        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. 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. 

10.        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. 

11.        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. 

12.        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


 




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






- 6 - 

	 	
       
	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

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

	 	 
		
      (a) 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 12(a), 12(b), 12(c), 12(d), or
12(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 she would have otherwise been entitled for a period of 30
days after the date of his termination. 

13.        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 she then holds with the Company or any subsidiary of
the Company. The provisions of Paragraph 10 shall survive the termination of
this Agreement for a period of 2 years thereafter. 

14.        The Company is
aware that the Consultant may have and may continue to have financial interests
in other companies. The Company agrees that the Consultant may continue to
devote time to such outside interests, provided that such interests do not
conflict with or hinder Consultant’s ability to perform her duties under this
Agreement. 

15.        In the event that
Municipal Approval to build/operate the facility is NOT granted by May 31, 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
and this Agreement adjusted if necessary to reflect the lack of Municipal
Approval. 

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

17.        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. 

18.        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. 

 


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






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19.        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. 

20.        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. 

21.        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. 

22.        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. 

23.        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.

24.       This contract will
expire on April 24th, 2015 unless renewed or extended by mutual
written consent of both parties prior to that date. 

 


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






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

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	April 24, 2014 
	Robert McAllister, 	 	  
	President / CEO, 	 	  
	Enertopia Corp 	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	  
	  	 	  
	  	 	DATED: 
	Clark Kent 	 	 
    
	Media Coordinator 	 	  

  






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








CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 24th day of
April, 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: 

2415132 Ontario Inc, a body
corporate duly incorporated under the laws of the Province of Ontario, and
having an office at 27 Regan Road, Brampton, ON L7A 1B2 

(hereinafter called the "Consultant,"
or, “Consultant”) 

OF THE SECOND PART 

WHEREAS: 

A.         
Consultant agrees to serve as Assistant Manager, QEW 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 Consultant as QEW
Assistant Manager, 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; 




- 2 - 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

The Consultant shall provide Assistant Manager services and
report to the Operations Manager and, as necessary, the President of the
Company, and perform such tasks in general including but not limited to the
following: 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 assist in the planning and coordination of the various groups to
set up the QEW facility in a manner consistent with the Company’s strategic plan
and vision; will facilitate clear communication between advisers such as
pharmacology, security, production with those of design, architecture, and
construction to ensure timely results and efficient use of resources; and will
be accountable to the Operations Manager and to the President of the Company to
ensure the premises are designed and constructed in accordance with Health
Canada requirements and with the capacity to meet production objectives. The
consultant will participate in negotiation and oversight of various consultants
and contractors and ensure the cost of consultants and contractors is justified
and that they are accountable to meet clearly defined goals and objectives and
provide full value; and will assist in the planning, set up and coordination of
various departments for production and administration for ongoing operations.


	 	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.



1.          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 20 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.

2.          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 director and shareholder relationship with Chlormet Technologies/AAA
Heidelberg (“CMT”). The Consultant agrees that he shall maintain his
relationship, including participating at all Board of Directors meetings, 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 10 of this
Agreement; and further agrees that he shall not raise capital for CMT unless
specifically requested by CMT management to do so after all other reasonable
funding efforts have been attempted; nor in any way participate in day-to-day
decision-making or management of CMT outside of assisting in placing initial
staff and responding to requests for advice or guidance from CMT management.




- 3 - 

3.          The
basic remuneration of the Consultant for its services hereunder shall be in the
form of any bonuses as the CEO or the Board of Directors of the Company may from
time to time determine. There is no regular cash compensation. The basic
compensation covers that time required by the Consultant to fulfill his tasks.


4.          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 shall be
made upon the mutual signing and execution of this agreement. 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
granted an MMPR license to the facility while it is co-owned by the Company. The
fourth Share award shall be made when the first commercial harvest from the
facility has been completed – a commercial harvest excludes test growing or
non-commercial quantities. And a fifth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility. 


	Shares On 
Signing 	Shares On 
Municipal
      Approval 	Shares On Health
Canada
      Approval 	Shares on First 
Commercial
      Harvest 	Shares on $5,000,000 
in
      Plant Revenue 
	90,000 	45,000 	110,000 	135,000 	112,500




5.          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. 




- 4 -

6.          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;

	 	 
	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.







- 5 - 

7.          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. 

8.          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. 

9.          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. 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. 

10.          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. 

11.          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. 




- 6 - 

12.          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. 

13.          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

	 	 
	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 13(a), 13(b), 13(c), 13(d), or
13(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 she would have otherwise been entitled for a period of 60
days after the date of her termination. 

14.          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 she then holds with the Company or
any subsidiary of the Company. The provisions of Paragraph 9 shall survive the
termination of this Agreement for a period of 2 years thereafter. 

15.          In
the event that Municipal Approval to build/operate the facility is NOT granted
by May 31, 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 and this Agreement adjusted if necessary to reflect the lack of
Municipal Approval. 

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

17.          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. 




- 7 - 

18.          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. 

19.          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. 

20.          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. 

21.          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. 

22.          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. 

23.          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. 

24.          This
contract will expire on April 24th, 2015 unless renewed or extended
by mutual written consent of both parties prior to that date. 




- 8 - 

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

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	April 24, 2014 
	Robert McAllister, 	 	  
	President / CEO, 	 	  
	Enertopia Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	DATED:
    
	Chris Hornung 	 	  
	QEW Assistant Manager 	 	  








CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 24th day of
April, 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: 

Don Shaxon, an individual in the
Province of Ontario residing at 3129 Centennial Drive, Burlington, L7M 1B8 

(hereinafter called the "Consultant,"
or, “Consultant”) 

OF THE SECOND PART 

WHEREAS: 

A.         
Consultant agrees to serve as Ontario Operations Manager 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 Consultant as
Ontario Operations Manager, 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; 

 


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






- 2 - 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.          The
Consultant shall provide Operations Manager services and report to the
CEO/President/CFO 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 direct all human resources and management
activities, including determining staff needed to accomplish goals, select and
hire new employees and assign responsibilities to the entire staff. The
Consultant will oversee and manage goods used to produce medical marijuana at
the facility such as sales merchandise, inventory or production materials.
Operations managers also authorize, approve, and be responsible for all vendor
and contract services for the facility. 

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.


 




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






- 3 - 

	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.



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 shall be
made upon the mutual signing and execution of this agreement. 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
granted an MMPR license to the facility while it is co-owned by the Company. The
fourth Share award shall be made when the first commercial harvest from the
facility has been completed – a commercial harvest excludes test growing or
non-commercial quantities. And a fifth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility. 

 


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
      
Approval 	Shares on 
First Commercial
      
Harvest 	Shares on
 $5,000,000 in
      
Plant Revenue 
	90,000 	45,000 	90,000 	135,000 	112,500
  



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. 

 


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






- 6 - 

The Consultant is pre-authorized to incur up to $500 per month,
cumulatively, in relevant expenses. Amounts over $500 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 she would have otherwise been entitled for a period of 60
days after the date of her 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 she then holds with the Company or
any subsidiary of the Company. The provisions of Paragraph 10 shall survive the
termination of this Agreement for a period of 2 years thereafter. 

16.          In
the event that Municipal Approval to build/operate the facility is NOT granted
by May 31, 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 and this Agreement adjusted if necessary to reflect the lack of
Municipal Approval. 

17.          The
services to be performed by the Consultant pursuant hereto are personal in
character, to be performed by Mr. Don Shaxon, 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 April 24th, 2015 unless renewed or extended
by mutual written consent of both parties prior to that date. 

 


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






- 9 - 

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

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	April 24, 2014 
	Robert McAllister, 	 	  
	President / CEO, 	 	  
	Enertopia Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	DATED:
    
	Don Shaxon 	 	  
	Ontario Operations Manager 	 	  



 


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








CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 24th day of
April, 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: 

490072 Ontario Ltd. Operating as HEC
GROUP, a body corporate duly incorporated under the laws of the Province of
Ontario, and having an office at 58 King Street West, Suite A, Stoney Creek,
Ontario, L8G 1H8 

(hereinafter called the "Consultant,"
or, “Consultant”) 

OF THE SECOND PART 

WHEREAS: 

A.        Consultant agrees
to serve as Human Resources Manager to the Company and to provide
services as described below, effective April 24, 2014; 

B.        The Company is
desirous of retaining the consulting services of Consultant as a Corporate
Development Manager, on a one-year contract basis and the Consultant has agreed
to serve the Company as an independent contractor upon the terms and conditions
hereinafter set forth; 

 


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






FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.        The Consultant
shall provide Human Resource Manager services to the CEO/Board of Directors of
the Company, and perform such tasks in general including but not limited to the
following: 

Analyse the needs of the Company on an ongoing basis and
recommend the most strategic/pressing management and executive positions to be
filled or replaced. Source, identify, interview and negotiate
consulting/management contracts with executive level and management staff on
behalf of the President and Board of Directors. Source and provide and introduce
human resource policies and procedures consistent with the needs of a medical
marijuana production facility for its plant staff.

	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.



2.        By virtue of this
Agreement, the Company is expecting, and Consultant is accepting, the
responsibility of working an irregular schedule and quantity of time on behalf
of the Company. Some weeks Consultant may be required to work more than 30 hours
and some weeks Consultant may be required to work zero hours in order to fulfill
the terms of this Agreement. 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 sector of
medical marijuana, without the Company’s prior written consent.

3.        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 shall be made upon
the mutual signing and execution of this agreement. 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
granted an MMPR license to the facility while it is co-owned by the Company. The
fourth Share award shall be made when the first commercial harvest from the
facility has been completed – a commercial harvest excludes test growing or
non-commercial quantities. And a fifth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility. 

 


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








	Shares On 
Signing 	Shares On 
Municipal
      Approval 	Shares On Health 
Canada
      Approval 	Shares on First 
Commercial
      Harvest 	Shares on $5,000,000 in
      
Ontario Plant Revenue 
	90,000 	45,000 	90,000 	135,000 	112,500
  



4.        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. 

5.        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 







	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.



6.        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. 

7.        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. 

8.        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 






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. 

9.        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. 

10.        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. 

11.        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

	 	 
	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. 




 


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






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 11(a), 11(b), 11(c), 11(d), or
11(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 she would have otherwise been entitled for a period of 30
days after the date of his termination. 

12.        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 she then holds with the Company or any subsidiary of
the Company. The provisions of Paragraph 9 shall survive the termination of this
Agreement for a period of 2 years thereafter. 

13.        The Company is
aware that the Consultant may have and may continue to have financial interests
in other companies. The Company agrees that the Consultant may continue to
devote time to such outside interests, provided that such interests do not
conflict with or hinder Consultant’s ability to perform her duties under this
Agreement. 

14.        In the event that
Municipal Approval to build/operate the facility is NOT granted by May 31, 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
and this Agreement adjusted if necessary to reflect the lack of Municipal
Approval. 

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

16.        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. 

17.        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. 

 


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






18.       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. 

19.       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. 

20.       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. 

21.       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. 

22.       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.

23.       This contract will
expire on April 24th, 2015 unless renewed or extended by mutual
written consent of both parties prior to that date. 

 


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






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

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	April 24, 2014 
	Robert McAllister, 	 	  
	President / CEO, 	 	  
	Enertopia Corp 	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	DATED:
    
	Greg Boone 	 	  
	Human Resources Manager 	 	  



 


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








CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 24th day of
April, 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 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,"
or, “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 Consultant as a Corporate
Development Manager, 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; 

 


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






- 2 - 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1.        The Consultant
shall provide Master Grower services and report to the Operations Manager, and
periodically to Senior Executives of the Company, and perform such tasks in
general including but not limited to the following: 

Policies 

The Consultant will implement standards of performance, safety
policies and procedures as communicated to him by the Operations Manager. The
Consultant will ensure procedures adhere to local and federal regulations,
insurance requirements and all legalities regardless of whether they be
municipal, provincial, or federal. 

Financials 

The Consultant will assist in the development of financial
budgets for the facilities in which the Consultant is the designated Master
Grower. The Consultant will review production and activity reports to assist in
reaching production goals. The Consultant will be tasked to find ways to reduce
operational costs and increase revenues. 

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 be the Master Grower for the Company, as
that term is defined by Health Canada in the Marijuana for Medical Purposes
Regulations. 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 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, with the Operations Manager, 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 and Production Information. Prospective client
      information, and all cloning, feeding, production, growing, cultivation,
      and harvesting techniques and procedures that are 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 and logs to
      Company on a monthly basis by electronic file
records.



By virtue of this Agreement, the Company is expecting, and
Consultant is accepting, the responsibility of working in a full-time production
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. 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-venture related 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 (CMT)
which is scheduled to cease upon CMT being awarded a Health Canada license and
being staffed for production.

 


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-venture 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 shall be made upon
the mutual signing and execution of this agreement. 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
granted an MMPR license to the facility while it is co-owned by the Company. The
fourth Share award shall be made when the first commercial harvest from the
facility has been completed – a commercial harvest excludes test growing or
non-commercial quantities. And a fifth Share award shall be made when the
facility has reached CDN$5,000,000 in accumulated sales of medical marijuana
grown within the facility. 

 


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
      Approval 	Shares on First 
Commercial
      Harvest 	Shares on $5,000,000
 in
      Plant Revenue 
	90,000 	45,000 	90,000 	135,000 	112,500




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 






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	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. 

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. 

 


950, 1130 West Pender Street | Vancouver, BC V6E 4A4 | Canada |
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- 6 - 

The Consultant is pre-authorized to incur up to $200 per month,
cumulatively, in relevant expenses. Amounts over 2500 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 her termination. Should the Consultant voluntarily
terminate this agreement Consultant will not be entitled to any further
remuneration past the last day worked. 

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 she then holds with the Company or any subsidiary of
the Company. The provisions of Paragraph 10 shall survive the termination of
this Agreement for a period of 2 years thereafter. 

16.        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. 

17.        With the express
exception of outstanding options granted to Consultant as a result of Advisory
Services previously performed, and for obligations resulting from valid Advisory
Board appointments, and any prior investment made by Consultant in the Company,
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. 

18.        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. 

19.        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 |
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- 8 - 

20.        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. 

21.        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.
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. 

22.        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. 

23.        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.

24.        This contract
will expire on April 24th, 2015 unless renewed or extended by mutual
written consent of both parties prior to that date. 

 


950, 1130 West Pender Street | Vancouver, BC V6E 4A4 | Canada |
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- 9 - 

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

	SIGNED by: 	 	DATED: 
	  	 	  
	  	 	  
	  	 	April 24, 2014 
	Robert McAllister, 	 	  
	President / CEO, 	 	  
	Enertopia Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	SIGNED by: 	 	  
	  	 	DATED: 
	  	 	  
	  	 	  
	  	 	April 24, 2014 
	Jason Springett 	 	  
	Master Grower for Ontario Operations 	 	  



 


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