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






Exhibit 10.2

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: 

MARK SNYDER #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$16,000 (the “Debt”); and 

B. The Company wishes to settle the Debt, namely
US$16,000, by allotting and issuing securities in the capital of the
Company to the Creditor and the Creditor is prepared to accept such securities
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 AND ISSUANCE OF SECURITIES


2.1 The Company agrees to allot and issue to the Creditor
160,000 shares in the capital of the Company (the “Shares”) at a deemed
price of US$0.10 per Share for each US$0.10 of indebtedness, as
full and final payment of the Debt, and the Creditor agrees to accept the Shares
as full and final payment of the Debt, leaving the Company indebted to the
Creditor in the amount of US $Nil following this transaction. 

2.2 The Creditor hereby agrees that, upon delivery of the
Shares by the Company in accordance with the provisions of this Agreement, that
the Debt will be fully satisfied and extinguished effective as of the date set
out above, and the Creditor will remise, release and forever discharge the
Company and its directors, officers and employees from any and all obligations
relating to this Debt. 

3. REGULATORY RESTRICTIONS 

3.1 The Creditor acknowledges to the Company that: 

	 	(a) 	
      the Company is relying on exemptions from the
      registration requirements of the U.S. Securities Act of 1933. The
      shares and warrants have not been registered under the U.S. Securities
      Act of 1933 and may not be offered or sold in the United States or to
      U.S. persons unless registered under such Act or an exemption from the
      registration requirements of such act, as available.

	 	 	 
	 	(b) 	
      the Creditor will be the beneficial owner of the
      Shares;

	 	 	 
	 	(c) 	
      the Shares are not being acquired as a result of any
      material information that has not been generally disclosed to the
      public;

	 	 	 
	 	(d) 	
      the Creditor is an accredited investor; and

	 	 	 
	 	(e) 	
      the Creditor will seek its own independent legal advice
      as to any restrictions imposed by the U.S. Securities Act of 1933
      on the Creditor respecting disposition of the
Shares.







- 2 - 

	 	(f) 	
      the Shares and Warrants to be issued in satisfaction of
      the debt will be subject to the following legend:

	 	 	 
	 		
      UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
      OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE SEPTEMBER 2, 2013.
      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
      COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED
      IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
      OR SOLD EXCEPT 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
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.



4. GENERAL PROVISIONS 

4.1 Time shall be of the essence of this Agreement. 

4.2 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. 

4.3 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. 

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

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

4.6 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. 

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

	 SIGNED, SEALED and DELIVERED by 	) 	 
	 MARK SNYDER in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	 
	  	) 	 
	  	) 	 
	Address 	) 	MARK SNYDER 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 






- 3 - 

	ENERTOPIA CORP. 	) 	 
	  	) 	 
	Authorized Signatory 	) 	 
		) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Authorized Signatory 	) 	 
	  	  	 
	  	  	 
	Please provide the following information: 	  	 
	  	  	 
		  	 
	Creditor's telephone number 	   	Creditor's e-mail address