LOI Agreement dated February 7, 2014

This Letter of Intent ("LOI") shall set forth the basic terms of the recent discussions between Enertopia Corporation ("Enertopia") and Green Canvas Ltd. ("GCL") (collectively, the "Parties") with regard to the acquisition (the "Acquisition") by Enertopia of up a 75% interest in the business of GCL (the "Business"), being the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, and selling marihuana for medical purposes.

Acquisition Structure. In accordance with the terms of a formal and definitive Agreement to be entered into between Enertopia and GCL (the "Definitive Agreement"), Enertopia shall be entitled to acquire up to 75% ownership interest in the Business (an "Ownership Interest") as follows: 

Upon the execution of this LOI, Enertopia shall pay to GCL the sum of $100,000 which shall be non-refundable.

Immediately following entry into the Definitive Agreement with GCL, Enertopia shall issue to GCL an aggregate of 10,000,000 common shares of Enertopia ("Definitive Agreement Shares") and shall in turn be granted and vested with a 49% Ownership Interest. At such time the Parties will be deemed to have formed a joint venture for the operation and further development of the Business (the "Joint Venture"). A total of 5,000,000 of the Definitive Agreement Shares shall be held in escrow (the "Escrow Shares") by Enertopia's solicitors until such date as the License (as hereinafter defined) has been obtained by GCL (the "Effective Date"). Upon occurrence of the Effective Date, the Escrow Shares will be released from escrow. In the event the Effective Date does not occur within 12 months of the date of the Definitive Agreement (the "Execution Date"), the Definitive Agreement Shares shall be cancelled and returned to treasury.

Over a period of 60 days immediately following the Execution Date, Enertopia shall pay the sum of $500,000 to GCL in accordance with a payment schedule to be set forth in the Definitive Agreement which funds shall be used by GCL to upgrade the Business as may be necessary pursuant to the Canadian Medical Marihuana Purposes Regulations ("MMPR") requirements or as may otherwise be required to advance the Business.

(d)

On or before the first anniversary of the Execution Date, Enertopia shall pay the sum of $250,000 to GCL and issue 3,000,000 common shares of Enertopia to GCL, in return for which Enertopia will be granted and vested with an additional 2% Ownership Interest for a total Ownership Interest of 51% at such time. 

(e)

On or before the second anniversary of the Execution Date, pay the sum of $150,000 to GCL and issue 3,000,000 common shares of Enertopia to GCL, in return for which Enertopia will be granted and vested with an additional 9% Ownership Interest for a total Ownership Interest of 60% at such time. 

(f)

Upon earning a 60% Ownership Interest on or before the second anniversary of the Execution Date, Enertopia shall have the option to acquire an additional 15% Ownership Interest through the issuance of an additional 3,000,000 common shares of Enertopia to GCL in accordance with a schedule to be set forth in the Definitive Agreement. 

Warranties.

GCL warrants that it is a company duly incorporated and in good standing under the laws of the Province of Saskatchewan.

GCL warrants that the Business possesses all requisite eligibility attributed and components to make an application to Health Canada to obtain a license to designate GCL as a "Licensed Producer" under MMPR (the "License").

Definitive Agreement. Acceptance of this LOI shall be followed by the negotiation and acceptance of the Definitive Agreement which shall incorporate the terms and conditions of this LOI and such other terms, conditions, representations and warranties as are customary for transactions of this nature or as may be reasonably requested by the Parties including provisions relating to the transfer, sale or other disposition of an ownership interest by a Party and governance and operation of the Joint Venture. This LOI does not set forth all of the matters upon which agreement must be reached in order for the proposed transaction to be consummated.

Management Agreements. The Definitive Agreement will provide for the implementation of management agreements for certain employees or consultants of GCL pursuant to which such individuals will receive compensation of $5,000 per month for a period of three years (the "Management Compensation"). The Management Compensation shall be payable out of the net profits of the Business provided however that any shortfall due to insufficient net profits shall be covered by Enertopia.

Binding Nature. Except for Sections 7, 8, 9 and 10, which are intended to create binding obligations, it is understood that no legal obligation or liability will be created by this LOI and that the legal obligations and the liabilities of the Parties will arise only upon the duly authorized execution and delivery of the Agreement and the approval of the board of directors of each of the Parties. In the event that either Party is not satisfied with its due diligence investigations of the other Party, it may terminate this LOI upon written notice to the other Party and, in such event, neither Party shall have any further liability to the other Party, save for obligations set forth in Section 7 and 9.

Conditions Precedent. Execution of the Agreement shall be conditional upon:

Due Diligence. Completion of a satisfactory due diligence review by each of Enertopia and GCL which due diligence review shall be completed or this condition waived on or before execution of the Agreement; and

Board Approval. Approval by the board of directors of Enertopia prior to execution of the Agreement.

Expenses. Each Party shall be responsible for such Party's own costs and charges incurred with respect to the transactions contemplated herein including, without limitation, all costs and charges incurred prior to the date of this LOI and all legal and accounting fees and disbursements relating to preparing the Agreement or otherwise relating to the Acquisition.

Access to Information. Upon acceptance of this LOI and until the earlier of completion of the Transaction or the Termination Date, each of Enertopia and GCL will allow the other and their authorized representatives, including legal counsel and consultants, full, free and unfettered access to all information, books or records of such party including, but not limited to, all existing data regarding the Business in the possession of GCL, for the purpose of the transactions contemplated herein. Each of Enertopia and GCL agree that all information and documents so obtained will be kept confidential and the contents thereof will not be disclosed to any person without the prior written consent of the other, all as further set out in Section 9 hereof, provided however, that GCL acknowledges that Enertopia has certain disclosure obligations pursuant to securities regulatory requirements and the policies of the Canadian Securities Exchange.

Confidentiality.

Each of Enertopia and GCL acknowledge that each will be providing to the other information that is non-public, confidential, and proprietary in nature (the "Confidential Information"). Each of Enertopia and GCL (and their respective affiliates, representative, agents and employees) will keep the Confidential Information confidential and will not, except as otherwise provided below, disclose such information or use such information for any purpose other than for negotiation of the Definitive Agreement and the evaluation and consummation of the Acquisition provided however that this provision shall not apply to information that: (i) becomes generally available to the public absent any breach of this provision; (ii) was available on a non-confidential basis to a Party prior to its disclosure pursuant to this LOI; or (iii) becomes available on a non-confidential basis from a third party who is not bound to keep such information confidential.

Each Party hereto agrees that it will not make any public disclosure of the existence of this LOI or of any of its terms without first advising the other party of the proposed disclosure, unless such disclosure is required by applicable law or regulation, and in any event the Party contemplating disclosure will inform the other Party of and obtain its consent to the form and content of such disclosure, which consent shall not be unreasonably withheld or delayed.

Each Party hereto agrees that immediately upon any discontinuance of activities by either party such that the Transaction will not be consummated, each Party will return to the other all Confidential Information.

Conduct of Business. During the period during which this LOI remains in effect, GCL will conduct its business in a reasonable and prudent manner in accordance with past practices, preserve its existing business organization and relationships, preserve and protect its properties and conduct its business in compliance with all applicable laws and regulations.

Termination. In the event that this LOI is not superseded by the Agreement on or before February 21, 2014, or such other date the Parties may agree to, the terms of this LOI will be of no further force or effect except for Section 7 and 9.

Governing Law. This LOI shall be construed in all respects under and be subject to the laws of the Province of British Columbia and the laws of Canada applicable therein which are applicable to agreements entered into and performed within the Province of British Columbia.

Execution. This LOI may be executed in one or more counterparts and a facsimile or PDF counterpart of this LOI bearing the signature of a Party hereto shall be effective for all purposes and binding on each Party hereto.