0001204459-10-001354 Sample Contracts

Contract
Private Placement Subscription Agreement • June 8th, 2010 • Enertopia Corp. • Metal mining • British Columbia

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

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SETTLEMENT AGREEMENT
Settlement Agreement • June 8th, 2010 • Enertopia Corp. • Metal mining

company duly incorporated under the laws of the State of Nevada and having an office at Suite 1004 – 1708 Dolphin Ave, Kelowna BC, V1Y 9S4 Ph 250-717-0977 FAX 250-717-0677

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