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









CONSULTING AGREEMENT 

THIS AGREEMENT is made effective this 3rd day of May, 2014. 

BETWEEN: 

Enertopia Corp., a body
corporate duly incorporated under the laws of the State of Nevada, and having an
Office at 950-1130 West Pender St, Vancouver BC, V6E 4A4; and/or its
wholly owned subsidiary

(hereinafter together or separately
called the "Parent") 

OF THE FIRST PART 

AND: 

8845301 Canada Inc, a body
corporate duly incorporated under the laws of Canada and having an office at
950-1130 West Pender St, Vancouver BC, V6E 4A4 

(hereinafter called the "Company”) 

OF THE SECOND PART 

AND: 

Bmullan and Associates, a body
corporate duly incorporated under the laws of the Province of Ontario, and
having an office at 512 Montgomery Drive, Ancaster, Ontario, L9G 5C6 

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

OF THE THIRD PART 

WHEREAS: 

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

    






A. Consultant agrees to serve as Security Consultant to
the Company and to provide services as described below, effective May 3, 2014;


B. The Company is desirous of retaining the consulting services
of Consultant as a Corporate Security Consultant, 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; 

C. The Parent agrees to issue its common shares as payment for
the services that are provided by the Consultant to the Company, and the Parent
is not itself receiving any services directly. 

FOR VALUABLE CONSIDERATION it is hereby agreed as follows: 

1. The Consultant shall provide Security Consultant services by
reporting through the Facility Construction Management Advisor (Jeff Paikin), to
the CEO/Board of Directors of the Company, and perform such tasks in general
including but not limited to the following:

Provide advice to ensure that the security needs of the
production facility and the security plan at the place of business where
controlled goods and/or controlled technology are kept complies with all
regulations and ensures the adequate protection and transfer of those goods.
Provide advice to ensure that the consulting/management contracts with security
firms and facilities personnel are in compliance with the security plan and
regulations. Provide advice to ensure that security policies and procedures of
the production facility are consistent with the needs of a licensed, regulated
medical marijuana production facility for its 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.



2. By virtue of this Agreement, the Company is expecting, and
Consultant is accepting, the responsibility of working on an as-required basis
through the Facility Construction Management Advisor, on behalf of the Company.
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 by the Parent 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 
	45,000
    	45,000 	45,000 	45,000 	45,000 


4. The issuance of the Shares to the Consultant from the Parent
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. 

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

    






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. 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




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







	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 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. Bruce Mullan, 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 May 3rd, 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: 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	03/05/2014 
	Robert McAllister 	 	Date 
	CEO, Director 	 	  
	 Enertopia Corp 	 	  
	  	 	  
	  	 	  
	  	 	  
	 	 	 
    
	Bal Bhullar 	 	Date 
	Director 	 	  
	8845301 Canada Inc	 	  
	  	 	  
	  	 	  
	  	 	  
	. 	 	 
    
	Brian Mullan 	 	Date 
	Security Consultant 	 	  
	Bmullan and Associates 	 	  

 



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