Enertopia Corp.: Exhibit 10.3 - Filed by newsfilecorp.com






Exhibiit 10.3

DEBT SETTLEMENT AGREEMENT 

THIS AGREEMENT dated for reference the 1st day of
March 2013. 

BETWEEN: 

ENERTOPIA CORP., a company duly incorporated under the
laws of the Province of British Columbia and having its registered and records
office at Suite 950 - 1130 West Pender Street, Vancouver, BC, V6E 4A4 Ph
604-602-1675 FAX 604-685-1602 

(the “Company”) 

OF THE FIRST PART 

AND: 

GSWPS., a company duly incorporated under the laws of
the State of California and having its registered and records office at #200
12900 Brookprinter Pl, Poway, CA 92064. Phone 843.884.4358 

(the “Creditor”) 

OF THE SECOND PART 

WHEREAS: 

A. The Company is indebted to the Creditor in the amount of
US$42,000 (the “Debt”); and 

B. The Company wishes to settle the Debt, namely
US$42,000 by reducing the Company’s interest in GSWPS to 8.14% from its
current 9.86% interest, and transferring this 1.72% interest to the Creditor and
the Creditor is prepared to accept such compensation in full satisfaction of the
Debt.

NOW THEREFORE WITNESSETH that in consideration of the premises
and of the covenants and agreements set out herein, the parties hereto covenant
and agree as follows: 

1. ACKNOWLEDGMENT OF DEBT 

1.1 The Company acknowledges and agrees that it is indebted to
the Creditor in the amount of the Debt. 

2. ALLOTMENT OF ENERTOPIA’S 1.72% INTEREST IN
GSWPS 

2.1 The Company agrees to transfer to the Creditor 1.72% of
GSWPS out of 100% interest in GSWPS, as full and final payment of the Debt, and
the Creditor agrees to accept the 1.72% out of 100% interest in GSWPS as full
and final payment of the Debt, leaving the Company indebted to the Creditor in
the amount of US $Nil following this transaction. 

3. GENERAL PROVISIONS 

3.1 Time shall be of the essence of this Agreement. 

3.2 The Company and the Creditor shall execute such further
assurances and other documents and instruments and shall do such further and
other things as may be necessary to implement and carry out the intent of this
Agreement. 

3.3 The provisions herein contained constitute the entire
agreement between the parties and supersede all previous understandings,
communications, representations and agreements, whether written or verbal,
between the parties with respect to the subject matter of this Agreement. 

3.4 This Agreement shall be governed by and construed in
accordance with the laws of the United States. 

3.5 All dollar amounts referred to in this Agreement have been
expressed in United States currency, unless otherwise indicated. 

3.6 This Agreement shall enure to the benefit of and be binding
upon each of the parties and their respective heirs, executors, administrators,
successors and assigns, as the case may be. 




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IN WITNESS WHEREOF the parties hereto have executed these
present on the day and year first above written. 

	 SIGNED, SEALED and DELIVERED by 	) 	  
	 GSWPS in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Signature 	) 	  
	  	) 	GSWPS 
	  	) 	  
	Address 	) 	 
    
	  	) 	AUTHORIZED SIGNATORY 
	  	) 	  
	  	) 	  
	Occupation 	) 	  
	  	) 	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	 ENERTOPIA CORP. 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	 Authorized Signatory 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	  	  
	 Authorized Signatory 	  	  
	  	  	  
	  	  	  
	Please provide the following information: 	  	  
	  	  	  
	 	  	 
    
	 Creditor's telephone number 	   	Creditor's e-mail address