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






THIS JOINT VENTURE AGREEMENT made the 27th
day of May, 2014 (the "Execution Date"). 

AMONG 

ENERTOPIA CORPORATION, a
corporation duly incorporated under the laws of the State of Nevada with its
executive office at 950-1130 West Pender Street, Vancouver, British Columbia


("Enertopia") 

AND: 

LEXARIA CORP., a
corporation duly incorporated under the laws of the State of Nevada with its
executive office at 950-1130 West Pender Street, Vancouver, British Columbia


("Lexaria" and together with Enertopia,
the "Parties") 

WHEREAS: 

A.      ENERTOPIA and LEXARIA each
wish to develop a business of legally producing, manufacturing, propagating,
importing/exporting, testing, researching and developing, marijuana (the
"Business") located at the street address of 5070 Benson Drive, Burlington, ON
(the "Property"), and on or about April 10, 2014, the Parties entered a Letter
of Intent that set forth the basic terms of a proposed joint venture agreement
between Enertopia and Lexaria for those purposes. 

C.      ENERTOPIA wishes to acquire a
license from Health Canada a license to designate ENERTOPIA as a Licensed
Producer pursuant to Canada's Marijuana for Medical Purposes Regulations (the
"License") 

D.      The Parties are entering into
this Agreement to set out the terms and conditions by which Enertopia does own a
51% interest in the Business and Lexaria does own a 49% interest in the
Business; and the terms and conditions on which the Parties will form and
operate the joint venture to jointly participate in the Business (the "Joint
Venture"). 

     NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree each with the
other as follows: 

	1. 	
      DEFINITIONS AND
SCHEDULES



1.01      In this Agreement, unless
the context otherwise requires, the following terms will have the following
meanings: 




"Effective Date" means the first business day following
the day on which Enertopia has received the final and duly issued License from
Health Canada and has notified Lexaria of such receipt. 

"Environmental Laws" means all applicable civil and
criminal foreign, federal, state or local laws, statutes, ordinances, common
law, rule, regulations relating to pollution or protection of the environment,
human health and safety, and natural resources, including those relating to
releases of Hazardous Materials or otherwise relating to the use, manufacture,
processing, distribution, generation, treatment, storage, disposal, transport or
handling of Hazardous Materials.

"Environmental Liability" means, with respect to any
Person, any and all losses, liabilities, obligations, penalties, claims,
lawsuits, criminal charges, claims, defenses, costs, judgments, trials,
proceedings, damages, loss of profits, disbursements or expenses of any nature
(including legal fees and the fees of consultants and experts and the expenses
incurred in the investigation, defense or follow-up of any lawsuit, claim or
proceeding, including any environmental claim) that may, on any date, be imposed
on, incurred by or determined or ruled against, such person or any of its
affiliates, shareholders, directors, officers, employees and/or agents, to the
extent derived from or related to the exposure to any Hazardous Material, the
release, presence, production, use, handling, emission, transportation, storage,
treatment, discharge or disposal of any Hazardous Material and the infringement
or alleged infringement of any Environmental Law. 

"Governmental Authorities" means any governments,
whether federal, provincial, or municipal, and any branch, department or
ministry thereof, or any governmental agency, authority, board, tribunal or
commission of any kind whatsoever. 

"Hazardous Material" means all materials, wastes or
substances defined by, or regulated under, any Environmental Laws as a hazardous
waste, hazardous material, hazardous substance, extremely hazardous waste,
restricted hazardous waste, special waste, industrial substance or waste,
contaminant, pollutant, toxic waste, or toxic substance, including petroleum,
petroleum-derived products or wastes, asbestos, radioactive materials or wastes
and polychlorinated biphenyls. The term Hazardous Materials shall include in
general any waste, material or substance that is of a corrosive, reactive,
explosive, toxic, flammable or infectious nature pursuant to the Environmental
Laws, including but not limited to radon gas, asbestos, friable asbestos,
asbestos containing materials, lead and lead based paint, mold, polychlorinated
biphenyls, urea formaldehyde foam insulation, underground or above-ground
storage tanks, whether empty or containing any substance.

"Joint Venture" has the meaning assigned thereto in
Section 4.01 of this Agreement.

"Joint Venture Assets" means those assets listed
in Section 2.01 hereto and any future assets purchased by or on behalf of the
Business and all other property, whether real or personal, which is owned,
leased, held, developed, constructed or acquired for the Business by or on
behalf of the Parties.

"Joint Venture Loan" means any and all loans,
debts, obligations incurred by the Parties to operate the Business in accordance
with Section 6.02 hereof 




"Law" or "Laws" means all applicable domestic and
foreign national, federal, state and local Laws (statutory or common), rules,
ordinances, regulations, grants, concessions, franchises, licenses, orders,
directives, judgments, decrees, and other governmental restrictions, including
permits and other similar requirements, whether legislative, municipal,
administrative or judicial in nature. 

"Lease Agreement" means the Letter of Intent to lease
agreement between Enertopia, Lexaria, and Jeff Paikin (President of New Horizon
Development Group Inc) dated April 10, 2014 pursuant to which the Property is
leased by Enertopia and Lexaria. 

"Liabilities" means: (i) any and all penalties, costs,
losses, damages, judgments, settlements, disbursements, expenses, fees,
obligations, debts, duties, judgments and other liabilities howsoever
characterized, whether known or unknown, accrued or unaccrued, actual,
contingent or otherwise, and any and all actions, claims, contests, suits,
proceedings, demands and other judicial or administrative actions seeking to
impose any of the foregoing; and (ii) Environmental Liabilities. 

"LOI" means the letter of intent dated April 10, 2014
between Enertopia and Lexaria.

"MMPR" means the Canadian Marijuana for Medical Purposes
Regulations. 

"Management Agreements" has the meaning assigned thereto
in Section 6.01. 

"Management Compensation" has the meaning assigned
thereto in Section 6.01. 

“Manager” has the meaning assigned thereto in Section
4.02. 

"Net Profits" means income available for distribution to
the Parties after deducting all expenses incurred by the Business including but
not limited to payment of the Management Compensation as determined by audited
quarterly financial statements of the Business, and specifically exclude
non-Business activities of the Parties. 

"Operations" means all activities carried out by the
Manager in respect of the Business.

"Ownership Interest" means all the right, title
and interest of a Party in and to the Joint Venture, the Joint Venture Assets,
any Joint Venture Loan and accrued interest thereon and the Party's interest in
and to this Agreement. 

"Permitted Encumbrances" means: 

	 	a. 	
      liens for Taxes, assessments and governmental charges due
      and being contested in good faith and diligently by appropriate
      proceedings (and for the payment of which adequate provision has been
      made);

	 	 	 
	 	b. 	
      servitudes, easements, restrictions, rights of parties in
      possession, zoning restrictions, encroachments, reservations,
      rights-of-way and other similar rights in real property or
  any interest therein, provided the same are not of such
      nature as to materially adversely affect the validity of title to or the
      value, marketability or use of the property subject thereto;








	 	c. 	
      liens for Taxes either not due and payable or due but for
      which notice of assessment has not been given;

	 	 	 
	 	d. 	
      security given in the ordinary course of the Business to
      any Governmental Authority in connection with the operations of the
      Business, other than security for borrowed money;

	 	 	 
	 	e. 	
      the reservations in any original grants from the Crown of
      any real property or interest therein and statutory exceptions to title
      that do not materially detract from the value of the real property
      concerned or materially impair its use in the operation of the Business;
      and



"Person" means any individual, firm, partnership, joint
venture, trust, corporation, limited liability company, unincorporated
organization, estate or other business entity. 

"Parties" means the parties to this Agreement and their
respective successors and permitted assigns which become parties pursuant to
this Agreement. 

"Tax" and "Taxes" shall mean any or all Canadian
federal, provincial, local or foreign (i.e. non-Canadian) income, gross
receipts, real property gains, goods and services, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental,
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum, or
other taxes, levies, governmental charges or assessments of any kind whatsoever,
including, without limitation, any estimated tax payments, interest, penalties
or other additions thereto, whether or not disputed. 

1.02      The following are Schedules
to this Agreement: 

Schedule "A" – Estimated Cash
Flow Calculation for the 12 months from the Execution Date 
Schedule "B" –
Restrictive Legends 

	2. 	
      INITIAL CONTRIBUTIONS &
  INTERESTS



2.01      The Parties contribute the
following as their initial contributions to the Business: 

	 	(a) 	
      ENERTOPIA, as its initial contribution, hereby
      contributes $45,000 to the Joint Venture bank account.

	 	 	 
	 	(b) 	
      LEXARIA, as its initial contribution, hereby contributes
      $55,000 to the Joint Venture bank account.







2.02      The Parties shall have the
following Ownership Interests under this Agreement and of the Business: 

	 	Enertopia 	- 	51% 
	 	Lexaria 	- 	49% 


2.03      The Parties shall bear the
costs arising under this Agreement and the operation of the Business as to the
following, as further described in this Agreement (the “Cost Interests”): 

	 	Enertopia 	- 	45% 
	 	Lexaria 	- 	55% 


2.04      The Parties shall have the
following insured liability for all things that are not operating costs arising
under this Agreement and the operation of the Business as to the following: 

	 	Enertopia 	- 	51% 
	 	Lexaria 	- 	49% 


2.05      The Parties shall receive
all revenues and profits derived from the operation of the Business as to the
following, as further described in this Agreement (the “Revenue Interests”):


	 	Enertopia 	- 	51% 
	 	Lexaria 	- 	49% 



	3. 	
      REPRESENTATIONS, WARRANTIES AND
      COVENANTS



3.01      Each of Enertopia and
Lexaria represents and warrants to the other as follows: 

	 	(a) 	
      It is duly incorporated and is in good standing as to the
      filing of annual returns under the laws of the jurisdiction of its
      incorporation.

	 	 	 
	 	(b) 	
      It has the corporate or other power to enter into this
      Agreement.

	 	 	 
	 	(c) 	
      All necessary and requisite corporate proceedings,
      resolutions and authorizations have been or will be taken, passed, done
      and given to authorize, permit and enable it to execute and deliver this
      Agreement.

	 	 	 
	 	(d) 	
      The entering into of this Agreement will not be in
      contravention or constitute default under the laws of the incorporation
      jurisdiction of the Party or any indenture, deed, agreement, undertaking
      or obligation of the Party or to which it is a party.

	 	 	 
	 	(e) 	
      There are no actions or proceedings pending or, to its
      knowledge threatened which challenge the validity of this Agreement or
      which might result in a material adverse change in the financial condition of any Party or which
      would materially adversely affect its ability to perform its obligations
      under this Agreement or any other document in connection with
  them.








	 	(f) 	
      This Agreement is a valid, binding and enforceable
      obligation of each of the Parties in accordance with its terms.

	 	 	 	 
	 	(g) 	
      It will maintain the Lease Agreement in good standing and
      it will take all such actions as may be necessary to provide that the
      leased property will at all times during the term of this Agreement remain
      available for the operation of the Business.

	 	 	 	 
	 	(h) 	
      It has not, and to the best of its knowledge and
      following due inquiry, nor has any other Person, in relation to the
      Business received any notice of any breach of any Law or notice of default
      of any of the terms or provisions of any agreements or instruments in
      respect of the Business and it has no knowledge of any act or omission or
      any condition with respect to the Business which could be give rise to any
      such notice.

	 	 	 	 
	 	(i) 	
      None of the foregoing representations and warranties
      contains any untrue statement of a material fact or omits to state any
      material fact.

	 	 	 	 
	 	(j) 	
      The issuance of the Shares by Lexaria to Enertopia as
      contemplated herein is being made pursuant to an exemption from the
      registration and prospectus requirements of applicable securities laws
      pursuant to Section 2.12 of National Instrument 45-106

	 	 	 	 
	 		
      Prospectus and Registration Exemptions and in an
      offshore transaction to a person who is not a U.S. Person pursuant to
      Regulation S under the United States Securities Act of 1933, as amended
      (the "1933 Act") and ENERTOPIA confirms to and covenants with Enertopia
      that:

	 	 	 	 
	 		(i)     it will comply with
      all requirements of applicable securities laws in connection with the
      issuance to it of the shares and the resale of any of the Shares;
and
	 	 	 	 
	 		(ii)     the Shares have not
      been registered under the 1933 Act or the securities laws of any State of
      the United States and that Enertopia does not intend to register the
      Shares under the Securities Act of 1933, or the securities laws of
      any State of the United States and has no obligation to do so.
	 	 	 	 
	 	(k) 	
      Upon the issuance of the Shares to Lexaria and until such
      time as is no longer required under applicable securities laws, the
      certificates representing the Shares will bear legends in substantially
      the form set forth in Schedule "B" hereto.







	4. 	
      FORMATION OF JOINT VENTURE AND
      MANAGEMENT




4.01      Upon completion of the
transactions in Section 5.01(b) below, Enertopia and Lexaria shall be deemed to
have formed a joint venture for the operation and further development of the
Business (the "Joint Venture"). 

4.02      Enertopia shall act as the
manager of the Operations (the "Manager") for so long as its Ownership Interest
is 51% or more. Enertopia may designate a specified individual as Manager if the
Parties unanimously consent to such appointment. If any party, including
Lexaria, gains a 51% Ownership Interest in the Business, then Enertopia shall
have the obligation, if requested by the 51% Ownership Interest party, to
surrender the Manager position.

4.03      At the time of formation of
the Joint Venture the Parties shall also establish a management committee to
determine overall policies, objectives, procedures, methods and actions for the
Joint Venture (the "Management Committee"). The Management Committee shall
consist of one member appointed by Enertopia and one member appointed by
Lexaria. Each Party may appoint one or more alternates to act in the absence of
a regular member. Any alternate so acting shall be deemed a member. Appointments
by a Party shall be made or changed by notice to the other members. 

4.04      Each Party, acting through
its appointed member in attendance at the meeting, shall have the votes on the
Management Committee in proportion to its Ownership Interest, EXCEPT AS NOTED in
Section 4.05, below. The representative of the Party whose Ownership Interest is
equal to, or greater than, 51% at any time will be the chairperson of Management
Committee meetings and will have a casting vote.

4.05      UNANIMOUS CONSENT of the
Management Committee is required in each of these circumstances:

 i)    
Aggregate funding schedules or budgets for all aspects of building, growing and
operating the Business that involve budgets of $100,000 or more;

 ii)     Each capital expenditure incurred by the
Business or Joint Venture of more than $100,000 and each salary, wage or bonus
offered by the Business or Joint Venture of more than $100,000 per annum; 

4.06      The Management Committee
shall hold regular meetings annually at agreed places. The Manager shall give
seven (7) days’ notice to the Party of such meetings. Additionally, either Party
may call a special meeting upon fifteen (15) days’ notice to the other Party. In
case of an emergency, reasonable notice of a special meeting shall suffice.
There shall be a quorum if at least one member representing each Party is
present; provided, however, that if a Party fails to attend two
consecutive properly called meetings, then a quorum shall exist at the second
meeting if the other Party is represented by at least one appointed member, and
a vote of such Party shall be considered the vote required for the purposes of
the conduct of all business properly noticed even if such vote would otherwise
require unanimity. 





	 	(a) 	
      If business cannot be conducted at a regular or special
      meeting due to the lack of a quorum, either Party may call the next
      meeting upon two (2) days’ notice to the other Party.

	 	 	 
	 	(b) 	
      Each notice of a meeting shall include an itemized agenda
      prepared by the Manager in the case of a regular meeting or by the Party
      calling the meeting in the case of a special meeting, but any matters may
      be considered if either Party adds the matter to the agenda at least three
      (3) days before the meeting or with the consent of the other Party. The
      Manager shall prepare minutes of all meetings and each agenda for a
      meeting shall include the consideration and approval of the minutes of the
      immediately preceding meeting of the Management
  Committee.



4.07      In lieu of meetings in
person, the Management Committee may conduct meetings by telephone or video
conference, so long as minutes of such meetings are prepared in accordance with
Section 4.06. The Management Committee may also take actions in writing signed
by all members. 

4.08      Except as otherwise
delegated to the Manager in Section 4.09, the Management Committee shall have
exclusive authority to determine all matters related to overall policies,
objectives, procedures, methods and actions for the Joint Venture. The
Management Committee shall decide every question submitted to it by a vote. 

4.09      Subject to the terms and
provisions of this Agreement, the Manager shall have the following powers and
duties: 

	 	(a) 	The Manager shall manage, direct and control
      Operations with best efforts towards maximum efficiencies and
      profitability. 
	 	  	  
	 	(b) 	The Manager shall keep the Joint Venture Assets
      free and clear of all Encumbrances, except for those existing at the time
      of, or created concurrently with, the acquisition of such Joint Venture
      Assets. 
	 	  	  
	 	(c) 	The Manager shall obtain and maintain for
      itself and at its own cost, such insurance, with such limits and
      deductibles, as would normally be maintained by a reasonably prudent
      manager in the circumstances. 
	 	  	  
	 	(d) 	The Manager shall keep the other Party advised
      of all Operations by submitting in writing to the other Party a report
      every 30 days. At all reasonable times the Manager shall provide the other
      Party access to, and the right to inspect, audit, and copy all production
      reports, invoices, operations and other information acquired in
      Operations. 
	 		  
	 	  	  
	 	(e) 	The Manager shall arrange for the Parties to be
      provided with complete operational financial statements every 90 days that
      are not more than 45 days in arrears. 







	 	(f) 	
      The Manager shall allow the other Party, at such Party’s
      sole risk and expense, and subject to the Manager’s safety regulations, to
      inspect the Property and Operations at all reasonable times.

	 	 	 	 
	 	(g) 	
      The Manager shall make or arrange for all payments
      required by leases, licenses, permits, contracts and other agreements
      related to the Joint Venture Assets and the Business.

	 	 	 	 
	 	(h) 	
      The Manager shall pay all Taxes, assessments and like
      charges on Operations and the Business.

	 	 	 	 
	 	(i) 	
      The Manager shall:

	 	 	 	 
	 		(i) 	
      apply for all necessary permits, licenses and approvals
      whether local, regional, provincial or federal;

	 	 	 	 
	 		(ii) 	
      comply with applicable Laws in all substantial respects;
      and

	 	 	 	 
	 		(iii) 	
      notify promptly the Management Committee of any
      allegations of substantial violation thereof.



4.10      The Manager shall conduct
all Operations in a good, workmanlike and efficient manner, in substantial
accordance with sound industry standards and practices, and in substantial
accordance with the terms and provisions of applicable leases, licenses,
permits, contracts and other agreements pertaining to the Business and/or the
Joint Venture Assets. The Manager shall not be liable to the other Party for any
act or omission resulting in damage or loss unless the same is a result of the
Manager’s wilful misconduct or negligence. 

	5. 	
      ACQUISITION OF OWNERSHIP INTEREST AND
      MORTGAGE



5.01      Enertopia will have acquired
a 51% Ownership Interest in the Business by satisfying the requirements set out
in this Section 5.01: 

	 	a) 	
      Executing the Letter of Intent of April 10, 2014
      (completed)

	 	b) 	
      Executing this Agreement

	 	c) 	
      Pay to a Joint Venture bank account CDN$45,000 as an
      initial amount to upgrade the Business as may be necessary pursuant to
      MMPR requirements or as may otherwise be required to advance the
      Business.



5.02      Lexaria will have acquired a
49% Ownership Interest in the Business by satisfying the requirements set out in
this Section 5.02: 

	 	a) 	
      Executing the Letter of Intent of April 10, 2014
      (completed)

	 	b) 	
      Executing this Agreement








	 	c) 	
      Pay to a Joint Venture bank account CDN$55,000 as an
      initial amount to upgrade the Business as may be necessary pursuant to
      MMPR requirements or as may otherwise be required to advance the
      Business

	 	d) 	
      Issuing 500,000 Definitive Agreement restricted common
      shares to Enertopia as required in the April 10, 2014 Letter of Intent
      (completed), to be released to Enertopia when a valid MMPR license has
      been received by Health Canada. In the event the Health Canada license has
      not been received within 24 months of the date of this Agreement, the
      Definitive Agreement shares shall be cancelled and returned to
      treasury.



5.03      In the event the Health
Canada MMPR license has not been received within 24 months of the date of this
Agreement, this Agreement shall terminate and the Parties will be released from
all subsequent obligations under this Agreement, unless the Parties agree
unanimously to extend this Agreement for an additional 12 months under the same
terms and conditions.

	6. 	
      OPERATION OF JOINT
VENTURE



6.01      During the period commencing
on the Execution Date until the third anniversary of the Execution Date, the
Management Committee may enter into certain management agreements (the
"Management Agreements") with certain employees or consultants of the Business
pursuant to which such individuals will receive compensation to be specified for
a period to be specified in the applicable Management Agreement (the "Management
Compensation"). The Management Compensation shall be payable out of the gross
profits of the Business provided however that any shortfall due to insufficient
gross profits shall be paid by the Joint Venture.

6.02      Funds required from time to
time by the Parties to operate the Business will be obtained first by funding as
to 55% by Lexaria and 45% by Enertopia into a jointly held and controlled bank
accounts. If a Party wishes to obtain a Joint Venture Loan to fund their
required contribution to the Joint Venture, they shall first provide the other
Party with particulars of the terms of any such proposed Joint Venture Loan
including the amount of any commitment or other loan fees, the security required
by the lender and other terms and conditions, and shall not finalize any such
Joint Venture Loan without the prior written approval of the other Party, such
approval not to be unreasonably delayed or withheld. No Party may encumber the
Business nor offer the Business as security without the express written
permission of all other Parties to the Business. 

6.03      Any Joint Venture Loan
entered into in accordance with Section 6.03 hereof shall be borne by the
Parties hereto pro rata in proportion to their Costs Interest at the time of
demand for payment by such bank or institution and if any of the Parties
discharge any liabilities of the Parties either directly or pursuant to such
guarantee given hereunder then the Party discharging the liabilities shall have
the right to be reimbursed by the Party or Parties not so contributing so that
in the end result each of the Parties shall have contributed in proportion as
aforesaid. 

6.04      Commencing on the Execution
Date, the Net Profits shall be distributed to each of the Parties in proportion
to their respective Revenue Interests on a quarterly basis provided however for
the 12 months following the date of Health Canada granting a license under the
MMPR, each party shall re-invest 80% of the portion of Net Profits received by it back
into the Business for the further development of the Business. Thereafter any
reinvestment of Net Profits by the Parties shall be determined by the Management
Committee. The Parties agree to the estimated Cash Flow calculation for the 12
months following the Execution Date set forth in Schedule "A" hereto. Net Profit
Distribution to take place from the Joint Venture Bank account to the respective
Party bank accounts within 10 days of the quarterly financial statement
delivery. 




6.05      If funds are required for
the operation of the Business, or other expenses related to the Business, then
the Parties agree to advance such funds in accordance with their Cost Interests
(the "Contribution"), upon the demand of the Management Committee. 

6.06      If either Party (the
"Defaulter") fails to provide his or her Contribution within 20 business days
from the date required by the Management Committee (the "Deficiency"), then the
Party who has paid its Contribution may give written notice to the Defaulter to
pay its Deficiency. If such Defaulter does not pay its Deficiency within 45 days
of such notice, that Party making its own Contribution as required (the
"Contributor") will not be required to but may pay all or any part of the
Deficiency on behalf of the Defaulter. If the Contributor pays all or any part
of the Deficiency on behalf of the Defaulter: 

	 	(a) 	
      The total amount advanced by the Contributor on behalf of
      the Defaulter will be aggregated from time to time and interest will
      accrue on the same from the date or dates of such contribution at a rate
      of interest equal to that charged by the Royal Bank of Canada’s prime rate
      plus six percent. Such total amount and all interest accrued and unpaid
      thereon from time to time will be herein called the "Deficiency
      Contribution";

	 	 	 
	 	(b) 	
      Any Deficiency Contribution will be Payable by the
      Defaulter to the Contributor on demand by the
  Contributor.



6.07      Each Party agrees to
indemnify and save harmless the other from and against any loss, costs or
damages it may suffer as a result of its failure to pay for its Ownership
Interest of the amounts due and owing under the Business. 

	7. 	
      RESTRICTIONS ON TRANSFER/RIGHT OF FIRST
      REFUSAL



7.01      Except as otherwise
expressly permitted in this Agreement: 

	 	(a) 	
      no Party shall, at any time during the course of this
      Agreement, sell, transfer or otherwise dispose of or offer to sell,
      transfer or otherwise dispose of any of its Ownership Interest unless that
      Party (the "Offeror") first offers by notice in writing (the "Offer") to
      the other Parties (the "Others") pro rata in accordance with their
      Ownership Interest the prior right to purchase, receive or otherwise
      acquire the same;

	 	 	 	 
	 	(b) 	
      the Offer shall set forth:

	 	 	 	 
	 		(i) 	
      the Ownership Interest offered for
sale;








	 		(ii) 	
      the consideration therefor expressed only in lawful money
      of Canada;

	 	 	 	 	 
	 		(iii) 	
      the terms and conditions of the sale; and

	 	 	 	 	 
	 		(iv) 	
      that the Offer is open for acceptance for a period of
      sixty days after receipt of such Offer by the Others;

	 	 	 	 	 
	 	(c) 	 	
      any of the Others may accept such Offer and by such
      acceptance specify any additional portion of the Ownership Interest
      offered for sale that such Party is prepared to purchase in the event that
      any of the Others fail to accept such Offer and, if any of the Others fail
      to accept such Offer, such Party (pro rata if more than one) shall be
      entitled to purchase such additional portion of the Ownership Interest as
      shall be so available;

	 	 	 	 	 
	 	(d) 	 	
      if, and to the extent the Offer is not accepted, the
      Offeror may sell, transfer or otherwise dispose of his remaining Ownership
      Interest to any other person, firm or corporation (the "Third Party") only
      for the consideration and upon the terms and conditions as set out in the
      Offer but only within the period of ninety days after the expiry of the
      period for acceptance by the Others and, if the Offeror does not do so,
      the provisions of this Section 6.0l will again become applicable to the
      sale, transfer or other disposition of his Ownership Interest and so on
      from time to time;

	 	 	 	 	 
		(e) 		
      no disposition of any Ownership Interest in the Business
      permitted by this Section 6.01 shall be made unless the Third Party shall
      have entered into an agreement with the Others by which the Third Party
      shall be bound by and entitled to the benefit of the provisions of this
      Agreement and other Others shall enter into such an agreement;
  and

	 	 	 	 	 
	 	(f) 	 	
      any Party who shall have disposed of all of their
      Ownership Interest in compliance with the provisions of this Agreement
      shall be entitled to the benefit of and be bound by only the rights and
      obligations which arose pursuant to this Agreement prior to such
      disposition.



7.02      Except as specifically
provided herein, no Party shall mortgage, pledge, charge, hypothecate or
otherwise encumber their Ownership Interest or any part thereof without the
prior written consent thereto of the other Parties, which consent may be
arbitrarily withheld. 

7.03      Notwithstanding any other
provision of this Agreement, no Party shall be entitled to sell, transfer or
otherwise dispose of any of their Ownership Interest or any part thereof without
first obtaining the consent of the other Parties, if such action would permit
any other party to accelerate or demand the payment of any Joint Venture Loan.


	8. 	
      DEFAULT



8.01      It is an event of default (a
"Default") if a Party (the "Defaulting Party", the other Parties being the
"Non-Defaulting Parties"): 




	 	(a) 	
      fails to observe, perform or carry out any of his
      obligations hereunder and such failure continues for 30 days after any of
      the Non-Defaulting Parties have, in writing, demanded that such failure be
      cured;

	 	 	 	 
	 	(b) 	
      fails to take reasonable actions to prevent or defend
      assiduously any action or proceeding in relation to any of their Ownership
      Interest for seizure, execution or attachment or which claims:

	 	 	 	 
	 		(i) 	
      possession;

	 	 	 	 
	 		(ii) 	
      sale;

	 	 	 	 
	 		(iii) 	
      the appointment of a receiver or receiver-manager of its
      assets; or

	 	 	 	 
	 		(iv) 	
      forfeiture or termination;

	 	 	 	 
	 		
      of or against any of the Ownership Interest of the
      Defaulting Party, and such failure continues for 30 days after a
      Non-Defaulting Party has, in writing, demanded that the same be taken or
      the Defaulting Party fails to defend successfully any such action or
      proceeding;

	 	 	 	 
	 	(c) 	
      becomes bankrupt or commits an act of bankruptcy or if a
      receiver or receiver- manager of his assets is appointed or makes an
      assignment for the benefit of creditors or otherwise;

	 	 	 	 
	 	(d) 	
      fails after fourteen days' notice in writing to the other
      to resolve by agreement a course of conduct requiring approval of the
      Parties in accordance with Section 8.01 hereof.



8.02      In the event of a Default,
the Non-Defaulting Parties may do any one or more of the following: 

	 	(a) 	
      pursue any remedy available to them in law or in equity,
      it being acknowledged by each of the Parties that specific performance,
      injunctive relief (mandatory or otherwise) or other equitable relief may
      be the only adequate remedy for a Default;

	 	 	 
	 	(b) 	
      take all actions in their own names or in the name of the
      Defaulting Party or the Parties as may reasonably be required to cure the
      Default, in which event all payments, costs and expenses incurred therefor
      shall be payable by the Defaulting Party to the Non-Defaulting Parties on
      demand with interest at the Royal Bank of Canada prime commercial rate of
      interest for its most creditworthy customers plus 6% per
  annum;








	 	(c) 	
      implement the buy-sell procedure as set out in Section
      9.01 hereof;

	 	 	 
	 	(d) 	
      waive the Default provided, however, that any waiver of a
      particular Default shall not operate as a waiver of any subsequent or
      continuing Default.




	9. 	
      BUY-SELL PROCEDURE



9.01      If any of the Parties are
desirous of purchasing the Ownership Interest of a Defaulting Party as defined
in Section 8.02 hereof, the transaction shall be initiated and completed in the
following manner. The said party (hereinafter referred to as the "Offeror")
shall give to the other party (hereinafter referred to as the "Offeree") notice
in writing which shall contain the following terms and provisions: 

	 	(a) 	
      the price for the Ownership Interest to be
sold;

	 	 	 
	 	(b) 	
      an offer to buy all of the Ownership Interest owned by
      the Offeree at a fixed price determined solely by the Offeror;

	 	 	 
	 	(c) 	
      an offer to sell all of the Ownership Interest owned by
      the Offeror to the Offeree at a fixed price determined solely by the
      Offeror;

	 	 	 
	 	(d) 	
      payment of an amount equal to the total purchase price in
      cash or by certified cheque or other valuable consideration on
    closing.



9.02      Upon receipt of the notice,
the Offeree may, within a period of 30 days thereafter, accept either one of the
offers contained in the notice and shall give written notification to the
Offeror accepting either the Offeror's offer to purchase or the Offeror's offer
to sell as contained in the notice. 

9.03      The individual parties
hereto agree that failure to accept within the time limited as aforesaid shall
be for all intents and purposes be deemed to have been a rejection of the
Offeror's offer to purchase in the same manner as if the Offeree had, in fact,
rejected such offer to purchase by notice in writing. The appropriate offer in
accordance with the foregoing and acceptance thereof by either notice in writing
or the failure of the Offeree to accept the same shall be deemed to constitute a
binding agreement of purchase and sale as set out in the Offeror's notice and in
the terms and provisions of this Agreement. The transaction or transactions of
purchase and sale arising from the foregoing shall be completed within sixty
days after acceptance. 

9.04      In the event of a sale of an
Ownership Interest in the said Business as herein provided for, the party
selling shall in this Section be referred to as the "Seller" and the party
purchasing shall in this Section be referred to as the "Purchaser", and the
following additional provisions shall apply: 

	 	(a) 	
      the date scheduled for closing (the "Closing") may be at
      any earlier date agreed to and fixed by the individual parties
    hereto;








	 	(b) 	
      any amount payable under the agreement of purchase and
      sale or other agreed transaction shall be paid by way of cash or by way of
      certified cheque;

	 	 	 
	 	(c) 	
      if, upon the date set for Closing, the Parties shall be
      indebted to the Seller in an amount recorded on the books of the Parties
      and verified by the auditors/accountants of the Parties, such indebtedness
      shall be paid to the Seller by the Parties at the time of
  Closing;

	 	 	 
	 	(d) 	
      if, upon the date set for Closing, the Seller shall be
      indebted to the Parties in an amount so recorded and verified, the
      Purchaser shall be entitled under the purchase price to pay, satisfy and
      discharge all or any portion of such indebtedness and to receive and to
      take credit against the purchase for the amount or amounts so paid on
      account of such indebtedness;

	 	 	 
	 	(e) 	
      if, on the date of Closing, the Seller is responsible on
      any covenant for the liabilities of Business the Purchaser shall procure
      for the Seller and deliver to him at the time of closing releases from any
      such covenants or guarantees or, failing that, shall indemnify the Seller
      from any claim, action, demand or liability that may arise by reason of
      such covenants or guarantees;

	 	 	 
	 	(f) 	
      if, on the date of Closing, the Seller shall have any
      securities lodged with any person, including the Parties' bankers, to
      secure any indebtedness of the Parties, then the Purchaser shall deliver
      the same free and clear of any claims in connection with such indebtedness
      to the Seller. In the event the Purchaser is unable to deliver the same,
      then the Purchaser shall execute all such documents as may be reasonably
      required in order to indemnify and save harmless the Seller in relation
      thereto;

	 	 	 
	 	(g) 	
      if, on the date of Closing, the Seller shall, for any
      reason, fail or refuse to complete the transaction, the Purchaser shall
      have the right upon such default without prejudice to any other rights
      which the Purchaser may have, upon payment by the Purchaser of the balance
      due on closing (less or plus any adjustment herein permitted) to the
      credit of the Seller in any chartered bank in the Province of British
      Columbia or the solicitors for the Business on behalf of and in the name
      of the Seller to complete the transaction as aforesaid and the Seller
      hereby irrevocably constitutes the Purchaser the true and lawful attorney
      of the Seller to complete the transaction and to execute any and every
      document necessary in that behalf;

	 	 	 
	 	(h) 	
      between the date of any offer and the date of Closing of
      any ensuing transaction neither the Seller nor the Purchaser shall do or
      cause to be done anything except in the ordinary course of
  business;

	 	 	 
	 	(i) 	
      notwithstanding any term or provision of this Agreement
      to the contrary, once any of the sale provisions hereinbefore referred to
      are invoked or become operative pursuant to the provisions of this
      Agreement, no other offer or notice of sale or intention to sell shall be
      given or accepted until the Closing or termination of the
  ensuing transaction. 







	10. 	
      NO PARTNERSHIP



10.01      Except as otherwise
expressed in this Agreement, the rights and obligations of the Parties will be,
in each case, several, and will not be or be construed to be either joint or
joint and several. Nothing contained in this Agreement will, except to the
extent specifically authorized hereunder, be deemed to constitute a Party a
partner, an agent or legal representative of the other Parties. It is intended
that this Agreement will not create the relationship of a partnership among the
Parties and that no act done by any Party pursuant to the provisions hereof will
operate to create such a relationship. 

	11. 	
      FINANCIAL



11.01      Lexaria agrees to change
its fiscal year-end to August 31 as soon as it is reasonable to do so.


11.02      Each Party shall be
responsible for and pay their own respective corporate and personal tax and duty
obligations, whether in Canada, the United States, or elsewhere, and each of the
Parties shall hold the other and the Joint Venture harmless and agree to
indemnify them for those tax and duty obligations, as well as and costs of
collection, interest, fines, penalties, or litigation. 

11.03      The books of account of the
Business shall be maintained on an accrual basis in accordance with
Generally Accepted Accounting Principles, consistently applied, and shall
show all items of income and expense, all assets and liabilities and the
contribution accounts of the Parties. 

11.04      Enertopia, or the 51%
ownership interest party, shall: 

	 	(a) 	
      cause to be prepared and furnished to Lexaria and/or any
      ownership partners of less than 49.9%, promptly after the close of each
      fiscal period a balance sheet of the Business dated as of the end of the
      fiscal period, a related statement of income or loss and a related
      statement of source and application of funds for the Business for such
      fiscal period, all of which shall be certified in the customary manner by
      the Auditor, and the same information for the fiscal period as is required
      to be included in the periodic reports referred to in (b) below.

	 	 	 
	 	(b) 	
      upon request by Lexaria from time to time, provide to
      Enertopia any information about the business and activities of the
      Business necessary for the tax returns of Enertopia or other information
      on the business and affairs of the Business as may be reasonably requested
      by Enertopia.



11.05      Any Party shall have the
right from time to time at all reasonable times during usual business hours and
without causing a material disruption of the Business, to audit, examine and
make copies of or extracts from all records relating to the Business. Such right
may be exercised through any agent or employee of such Party designated by it,
or by independent accountants designated by such Party. Such Party shall bear all expenses incurred in any such
audit or examination or for copies or extracts made at such Party's request. 




	12. 	
      CONFIDENTIALITY



12.01      The making of this
Agreement and the consummation of the transactions contemplated in this
Agreement will be maintained as strictly confidential, and subject to the
requirement of law and of governmental and regulatory authorities, none of the
Parties will make any disclosure concerning the terms or conditions of this
transaction or any other aspect of their dealings, including, but not limited
to, information relating to finances, customers, technologies, or trade secrets
except with the written consent of the other Parties or as is necessary in order
to carry out their respective contributory duties under the terms of this
Agreement. 

12.02      The above restrictions will
not apply to any information that: 

	 	(a) 	
      is in the public domain through no fault of the
      recipient;

	 	 	 
	 	(b) 	
      is authorized for disclosure by the disclosing
    Party;

	 	 	 
	 	(c) 	
      is received by the recipient from another unrestricted
      source;

	 	 	 
	 	(d) 	
      is independently developed by the recipient; or

	 	 	 
	 	(e) 	
      is lawfully required to be disclosed by a court or other
      judicial proceeding in any jurisdiction.



12.03      The Parties agree that
because monetary damages alone would be insufficient to consummate for a breach
of these confidentiality provisions, any Party may seek any judicial,
nonjudicial or extraordinary relief available in any court with competent
jurisdiction to prevent the breach of these provisions. This remedy is in
addition to any other remedies that may be available. 

	13. 	
      GENERAL PROVISIONS



13.01      This Agreement shall
terminate: 

	 	(a) 	
      if either Party sells or otherwise disposes of its
      Ownership Interest in the Business;

	 	 	 
	 	(b) 	
      The Parties, acting together, collectively sell the
      Business after which this Agreement will cease to have any effect or be
      binding upon the parties except in respect of the resolution of the rights
      and obligations of the parties during the period prior to such sale and
      the payment of all monies between the parties arising as a
  result;

	 	 	 
	 	(c) 	
      if the Parties hereto consent in writing to the
      termination hereof; or

	 	 	 
	 	(d) 	
      in accordance with Section 5.01(g)
  hereof.







13.02     Enertopia and Lexaria shall
execute such further assurances and other documents and instruments and do such
further and other things as may be necessary to implement and carry out the
intent of this Agreement. 

13.03      The provisions herein
constitute the entire agreement between the Parties and supersedes all previous
expectations, understandings, communications, representations and agreements,
whether verbal or written, including the LOI, between the Parties with respect
to the subject matter hereof. 

13.04      If any provision of this
Agreement is unenforceable or invalid for any reason whatever, it shall not
affect the enforceability or validity of the remaining provisions of this
Agreement and such provision shall be severable from the remainder of this
Agreement. 

13.05      Any notice required to be
given hereunder by any party shall be deemed to have been well and sufficiently
given if mailed by prepaid registered mail return receipt requested, courier
service or by electronic communication, capable of producing a printed
transmission to or delivered at the address of the other party first written
above or at such other address as any of the parties may from time to time
direct in writing, and any such notice shall be deemed to have been received, if
mailed or couriered, forty-eight hours after the time of mailing or if sent by
electronic communication on the date of such communication. If normal mail
service or courier service is interrupted by strike, slow down, force majeure or
other cause, a notice sent by the impaired means of communication will not be
deemed to be received until actually received, and the party sending the notice
shall utilize any other such services which have not been so interrupted or
shall deliver such notice in order to ensure prompt receipt thereof. 

13.06      Time shall be of the
essence hereof. 

13.07      This Agreement shall be
governed by and construed in accordance with the laws in force in the Province
of British Columbia from time to time. 

13.08      Should there be a
disagreement or a dispute between the parties hereto with respect to this
Agreement or the interpretation thereof, the same shall be referred to a single
arbitrator pursuant to the Commercial Arbitration Act of British Columbia
and the determination of such arbitrator shall be final and binding upon the
parties hereto. 

13.09      The headings in this
Agreement form no part of this Agreement and shall be deemed to have been
inserted for convenience only. 

13.10      Wherever the singular or
the masculine is used throughout this Agreement the same shall be construed as
being the plural or the feminine or the neuter or the body politic or corporate
where the context so requires. The headings immediately preceding each paragraph
are inserted for the purpose of convenience only and are to be excluded from any
construction or interpretation of this Agreement. 

13.11      Each of Enertopia and
Lexaria shall make, do and execute or cause to be made, done or executed all such further things, acts, documents, conveyances
and assurances as may be necessary or reasonably required to carry out the
intent and purpose of this Agreement fully and effectually. 




13.12      This Agreement shall enure
to the benefit of and be binding upon the Parties and their respective personal
representatives, successors and permitted assigns. 

13.13      This Agreement may be
signed by facsimile, pdf email attachment or original and executed in any number
of counterparts, and each executed counterpart will be considered to be an
original. All executed counterparts taken together will constitute one agreement


-Signature Page Follows- 

 

 

 




IN WITNESS WHEREOF the parties have executed this
Agreement as of the day and year first above written. 

 

ENERTOPIA CORPORATION 
by its authorized signatory


Per: 

______________________________
Authorized Signatory 

 

 

LEXARIA CORP. 
by its authorized signatory 

Per: 

______________________________
Authorized Signatory 




SCHEDULE "A" 

Estimated Cash Flow Calculation for the 12 months from the
Execution Date


		15- Jun 	15-Jul 	15-Aug 	15-Sep 	15-Oct 	15-Nov 	15-Dec 	16-Jan 	16-Feb 	16-Mar 
	
    Cash on hand (beginning of month) 
	0 	0 	0 	0 	136,800 	205,200 	273,600 	410,400 	547,200 	684,000 
	
      
	  	  	  	  	  	  	  	  	  	  
	
    CASH
      RECEIPTS 
	     	     	     	     	     	     	     	     	     	     
	
      
	  	  	  	  	  	  	  	  	  	  
	
    TOTAL CASH
      RECEIPTS 
	0 	0 	0 	68,400 	136,800 	205,200 	273,600 	410,400 	547,200 	684,000 
	
      
	  	  	  	  	  	  	  	  	  	  
	
    CASH PAID
      OUT 
	     	     	     	     	     	     	     	     	     	     
	
    Electricity 
	2,000    	2,000    	2,000    	5,000    	5,000    	10,000 	12,000 	25,000 	25,000 	32,500 
	
    Natural Gas 
	1,500    	1,500    	1,500    	1,500    	1,500    	4,500    	4,500    	4,500    	4,500    	4,500 
	
    Security monthly
      monitoring 
	150    	150    	150    	150    	150    	150    	150    	150    	150    	150    
	
    Phone, cell phones    
	400    	400    	400    	400    	400    	400    	400    	400    	400    	400    
	
    Internet 
	300    	300    	300    	300    	300    	300    	300    	300    	300    	300    
	
    Plant Labour 
	10,000 	10,000 	10,000 	10,000 	10,000 	20,000 	20,000 	30,000 	40,000 	50,000 
	
    Scientist 
	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 
	
    Person In Charge and Master Grower 
	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 
	
    Soil 
	     	     	     	25,000 	     	     	25,000 	     	     	25,000 
	
    Fertilizers 
	     	     	     	20,000 	10,000 	15,000 	20,000 	20,000 	25,000 	25,000 
	
    Pots ( a one time
      cost 
	     	     	     	10,000 	     	10,000 	     	20,000 	     	     
	
    water maintenance
      filters 
	1,000    	1,000    	1,000    	1,000    	1,000    	1,000    	1,000    	1,000    	1,000    	1,000 
	
    Security 
	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000 
	
    Security Ground
	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000    	5,000 
	
    Lights 
	     	     	     	     	     	150,000 	150,000 	     	     	150,000 
	
    SUBTOTAL
	50,350 	50,350 	50,350 	108,350 	63,350 	246,350 	268,350 	136,350 	131,350 	323,850 
	
    TOTAL CASH PAID OUT 
	-50,350 	-50,350 	-50,350 	-39,950 	73,450 	-41,150 	5,250 	274,050 	415,850 	360,150 
	
    Cash on hand (end of month)
	-50,350 	-100,700	-151,050	-191,000	-117,550	-158,700	-153,450	120,600	536,450	896,000








SCHEDULE "B" 

Restrictive Legends 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date that is 4 months
and one day from initial issuance of the security].

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN
OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT"). 

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE 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 SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.