8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 31, 2010

ENERTOPIA CORP.
(Exact name of registrant as specified in its charter)

Nevada	000-51866	20-1970188
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

#950 – 1130 West Pender Street, Vancouver, British Columbia, Canada V6E 4A4
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (604) 602-1633

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d - -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement

Item 2.01 Completion of Acquisition or Disposition of Assets

Item 2.04 Decrease in Direct Financial Obligation

On May 31, 2010, Enertopia Corp. (the “Company”) signed a settlement agreement with Lexaria Corp. (the “Assignor”) for an assignment agreement that was entered into by the Company and the Assignor on or about August 28, 2009, whereby the Company paid a fee of US$59,987.13 to earn a 19.25% share of the Assignor’s 32% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi

As of May 31, 2010, the oil well has not been drilled, due to weather conditions beyond the Assignor’s control. There is some doubt as to when or if this well will be drilled in any reasonable time period.

The Company and the Assignor wish to settle the existing Assigned Interest by making such assignment null and void, and issuing common shares and warrants of the Assignor in exchange for the $59,987.13 earlier received by the Assignor.

The Assignor agreed to allot and issue to the Company 499,893 restricted shares in the capital of the Assignor at a deemed price of US$0.12 per Share for each US$0.12 of the claim amount, and for each such share so issued, will issue one warrant to purchase a further share of the Assignor at a price of US$0.20 per share for a term of two years as full and final settlement of the US$59,987.13.

On May 31, 2010, Enertopia Corp. (the “Company”) signed a settlement agreement with Cheetah Oil and Gas Ltd.. (the “Assignor B”) for an assignment agreement that was entered into by the Company and the Assignor B on or about August 28, 2009, whereby the Company paid a fee of US$45,000.00 to earn a 57.76% share of the Assignor B’s 8% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi

As of May 31, 2010, the oil well has not been drilled, due to weather conditions beyond the Assignor B’s control. There is some doubt as to when or if this well will be drilled in any reasonable time period.

The Company and the Assignor B wish to settle the existing Assigned Interest by making such assignment null and void, and issuing common shares and warrants of the Assignor B in exchange for the $45,000.00 earlier received by the Assignor B.

The Assignor B agreed to allot and issue to the Company 375,000 restricted shares in the capital of the Assignor B at a deemed price of US$0.12 per Share for each US$0.12 of the claim amount, and for each such share so issued, will issue one warrant to purchase a further share of the Assignor B at a price of US$0.20 per share for a term of two years as full and final settlement of the US$45,000.00.

Item 3.02 Unregistered Sales of Equity Securities

On May 31, 2010, Enertopia Corp (the “Company”) closed a private placement of 557,500 units at a price of $0.15 per unit for gross proceeds of $83,625. Each unit consisted of one common share in the capital of the Company and one non-transferable share purchase warrant, each full warrant entitling the holder to purchase one additional common share in the capital of the Company until May 31, 2012, at a purchase price of $0.30 per share.

Chris Bunka, the Company’s President and Chief Executive Officer, subscribed for 333,333 units in the private placement. Bal Bhullar, the Company’s Chief Financial Officer, subscribed for 1,000 units in the private placement.

The Company issued the units to one (1) US persons pursuant to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act 1933, as amended. Each of the subscribers represented that they were an “accredited investor” as such term is defined in Regulation D. The Company issued the units to sixty-four (64) non-US persons in an off-shore transaction pursuant to the exemption from registration provided for under Regulation S, promulgated under the United States Securities Act of 1933, as amended. Each of the subscribers represented that they were not a “US person” as such term is defined in Regulation S.

The securities referred to herein will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 7.01 Regulation FD Disclosure.

A copy of the news release announcing closing of the private placement is filed as exhibit 99.1 to this current report and is hereby incorporated by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Subscription Agreement for Private Placement closed on May 31, 2010
10.2	Form of Settlement Agreement dated May 31, 2010 between Enertopia Corp. and Lexaria Corp.
10.3	Form of Settlement Agreement dated May 31, 2010 between Enertopia Corp. and Cheetah Oil & Gas Ltd.
99.1	Press Release announcing closing of Private Placement and Debt Settlement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 7, 2010

Enertopia Corp.

By:             ”Robert McAllister”           

Robert G. McAllister

President and Director

EX-10.1

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").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

PRIVATE PLACEMENT SUBSCRIPTION
FOR NON U.S. SUBSCRIBERS

ENERTOPIA CORPORATION

PRIVATE PLACEMENT

INSTRUCTIONS TO SUBSCRIBER:

1.	COMPLETE the information on page 2 of this Subscription Agreement.
2.	COMPLETE the Questionnaire attached as Schedule A to this Subscription Agreement (the "Questionnaire").
3.	FAX a copy of page 2 of this Subscription Agreement, and all pages of the Questionnaire to the Company, attention Bal Bhullar at (604) ___-______.
4.	COURIER the originally executed copy of the entire Subscription Agreement, together with the Questionnaire, to the Company, at

Enertopia Corporation
Suite 950 1130 West Pender
Vancouver, British Columbia, V6E 4A4

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ENERTOPIA CORPORATION
PRIVATE PLACEMENT

The Subscriber hereby irrevocably subscribes for, and on Closing will purchase from the Company, the following securities at a price of US$0.15 per Unit

_____________Units
     

The Subscriber directs the Company to issue, register and deliver the certificates representing the Shares and the Warrants as follows:

REGISTRATION INSTRUCTIONS:	DELIVERY INSTRUCTIONS:
Name to appear on certificate	Name and account reference, if applicable
SIN/Tax ID No.	Contact name
	Address
Address
	Telephone number

EXECUTED by the Subscriber this _______day of__________, 2010. By executing this Agreement, the Subscriber certifies that the Subscriber and any beneficial purchaser for whom the Subscriber is acting is resident in the jurisdiction shown as the “Address of the Subscriber”. The address of the Subscriber will be accepted by the Company as a representative as to the address of residency for the Subscriber.

WITNESS:	EXECUTION BY SUBSCRIBER:
	X
Signature of witness	Signature of individual (if Subscriber is an individual)
	X
Name of witness	Authorized signatory (if Subscriber is not an individual)
Address of witness	Name of Subscriber (please print)
	Name of authorized signatory (please print)
ACCEPTED this day of ___________, 2010.
ENERTOPIA CORPORATION
Per:	Address of Subscriber (residence)
Authorized signatory	Telephone number and e-mail address

By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 3-11 hereof.

This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.

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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").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

PRIVATE PLACEMENT SUBSCRIPTION
(Non U.S. Subscribers Only)

TO:	Enertopia Corporation (the “Company”)
	Suite 950 1130 West Pender
	Vancouver, British Columbia, V6E 4A4

Purchase of Units

1.               SUBSCRIPTION

1.1               The undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of units of the Company's common stock (the "Units") as set out on page 2 of this Subscription Agreement at a price of US$0.15 per Unit (such subscription and agreement to purchase being the "Subscription"), for the total subscription price as set out on page 2 of this Subscription Agreement (the "Subscription Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

1.2               Each Unit will consist of one share of common stock in the capital of the Company (each, a "Share"); and one common share purchase warrant (“Warrant”) subject to adjustment. Each Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of twenty four months commencing from the Closing (as defined hereafter), at a price per Warrant Share of US$0.30. The Shares, Warrants and Warrant Shares are referred to as the “Securities”.

1.3               The Company hereby agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Units. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company.

1.4               Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.

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2.               PAYMENT

2.1               The Subscription Proceeds must accompany this Subscription Agreement. The Subscriber authorizes the Company's lawyers to deliver the Subscription Proceeds to the Company if the Subscription Proceeds are delivered to the Company’s lawyers, without further instructions required.

2.2               The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 90 days of the delivery of an executed Subscription Agreement by the Subscriber, or the minimum offering amount is not achieved by that time, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement without interest or deduction.

2.3               Where the Subscription Proceeds are paid to the Company, the Company may treat the Subscription Proceeds as a non-interest bearing loan and may use the Subscription Proceeds prior to this Subscription Agreement being accepted by the Company.

2.4               The Subscriber must complete, sign and return to the Company an executed copy of this Subscription Agreement, the Questionnaire attached hereto as Schedule A (the “Questionnaire”) and any other schedules attached hereto.

2.5               The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, the OTC Bulletin Board, stock exchanges and applicable law.

2.6               The Subscriber acknowledges and agrees that the Company may solicit offers to purchase the Units through its directors and officers on a non-brokered basis. In the event that a person introduces the Company to a Subscriber, the Company may pay a finder’s fee of _____percent (___%) of the gross proceeds of the Offering, payable in cash or Units of the Company in respect of any Units sold.

3.               CLOSING

3.1               Closing of the purchase and sale of the Units shall occur on or before May 31, 2010, or on such other date as may be determined by the Company in its sole discretion (the "Closing Date"). The Subscriber acknowledges that Units may be issued to other subscribers under this offering (the "Offering") before or after the Closing Date. The Company, may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery of the Shares and the Warrants to such subscriber(s) against payment therefore at any time on or prior to the Closing Date.

4.               ACKNOWLEDGEMENTS OF SUBSCRIBER

4.1               The Subscriber acknowledges and agrees that:

(a)

none of the Securities have been registered under the Securities Act of 1933, as amended (the "1933 Act"), or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the 1933 Act, or pursuant to an 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 and provincial securities laws;

(b)

the Company will refuse to register any transfer of any of the Securities not made in accordance with the provisions of Regulation S, 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;

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(c)	by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber satisfies one of the categories of registration and prospectus exemptions provided for in National Instrument 45-106 ("NI 45-106") adopted by the Canadian Securities Administrators (the "CSA");
(d)	the decision to execute this Subscription Agreement and purchase the Units agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon a review of publicly available information regarding the Company available on the website of the United States Securities and Exchange Commission (the "SEC") available at www.sec.gov and on the System for Electronic Document Analysis and Retrieval website available at www.sedar.com and (the "Company Information");
(e)	the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to review the Company Information and to ask questions of and receive answers from the Company regarding the Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Company Information, or any other document provided to the Subscriber;
(f)	the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business and that all documents, records and books pertaining to this Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
(g)	by execution hereof the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Units pursuant to this Subscription Agreement;
(h)	the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement and the Questionnaire;
(i)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any acknowledgment, representation or warranty of the Subscriber contained herein, the Questionnaire or in any other document furnished by the Subscriber to the Company in connection herewith, being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(j)	the issuance and sale of the Units to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
(k)	the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to the applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with:
	(i)	any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and

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	(ii)	applicable resale restrictions;
(l)	the Subscriber has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or the Warrant Shares pursuant to registration of any of the Shares or the Warrant Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(m)	the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Units;
(n)	the statutory and regulatory basis for the exemption claimed for the offer and sale of the Units, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act;
(o)	the Company has advised the Subscriber that the Company is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Units through a person registered to sell securities under the Securities Act (British Columbia) (the “BC Act”) and, as a consequence of acquiring the Units pursuant to this exemption, certain protections, rights and remedies provided by the BC Act, including statutory rights of rescission or damages, will not be available to the Subscriber;
(p)	none of the Securities are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company's common stock on the Pink Sheets;
(q)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;
(r)	no documents in connection with this Offering have been reviewed by the SEC or any state securities administrators;
(s)	there is no government or other insurance covering any of the Securities; and
(t)	this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.

5.               REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SUBSCRIBER

5.1               The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing Date) that:

(a)	the Subscriber is not a U.S. Person (as defined herein);
(b)	the Subscriber is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person (as defined herein);
(c)	the Subscriber is resident in the jurisdiction set out on page 2 of this Subscription Agreement;
(d)	the Subscriber:

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(i)	is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Units,
(ii)	is purchasing the Units pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Units under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii)	acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv)	represents and warrants that the acquisition of the Units by the Subscriber does not trigger:
	A.	any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
	B.	any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and

the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;

(e)	the Subscriber is acquiring the Units as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons (as defined herein);
(f)	the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(g)	the Subscriber understands and agrees not to engage in any hedging transactions involving any of the Securities unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state securities laws;
(h)	the Subscriber acknowledges that it has not acquired the Units as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Securities; provided, however, that the Subscriber may sell or otherwise dispose of any of the Shares or the Warrant Shares pursuant to registration of any of the Shares or the Warrant Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(i)	the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

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(j)	the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber, or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(k)	the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(l)	the Subscriber has received and carefully read this Subscription Agreement;
(m)	the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and can afford the complete loss of such investment;
(n)	the Subscriber has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and the Company, and the Subscriber is providing evidence of knowledge and experience in these matters through the information requested in the Questionnaire;
(o)	the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements contained in this Subscription Agreement and the Questionnaire, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(p)	the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment;
(q)	the Subscriber is purchasing the Units for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Units, and the Subscriber has not subdivided his interest in the Units with any other person;
(r)	the Subscriber is not an underwriter of, or dealer in, the shares of the Company's common stock, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Units;
(s)	the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Securities and the Company;
(t)	if the Subscriber is acquiring the Units as a fiduciary or agent for one or more investor accounts, the Subscriber has sole investment discretion with respect to each such account, and the Subscriber has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(u)	the Subscriber is not aware of any advertisement of any of the Units and is not acquiring the Units as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
(v)	no person has made to the Subscriber any written or oral representations:
	(i)	that any person will resell or repurchase any of the Securities,

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	(ii)	that any person will refund the purchase price of any of the Securities,
	(iii)	as to the future price or value of any of the Securities, or
	(iv)	that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of the Company's common stock on the Pink Sheets; and
(w)	the Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement:
	(i)	a fully completed and executed Questionnaire in the form attached hereto as Schedule A, and
	(ii)	such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.

5.2               In this Subscription Agreement, the term "U.S. Person" shall have the meaning ascribed thereto in Regulation S promulgated under the 1933 Act and for the purpose of the Subscription Agreement includes any person in the United States.

6.               ACKNOWLEDGEMENT AND WAIVER

6.1               The Subscriber has acknowledged that the decision to purchase the Units was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Units.

7.               REPRESENTATIONS AND WARRANTIES WILL BE RELIED UPON BY THE COMPANY

7.1               The Subscriber acknowledges that the acknowledgements, representations and warranties contained herein and in the Questionnaire are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Units under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Units under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Units, it will be representing and warranting that the acknowledgements representations and warranties contained herein and in the Questionnaire are true and correct as of the date hereof and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Units.

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8.               RESALE RESTRICTIONS

8.1               The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Securities have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Securities may be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

9.               LEGENDING AND REGISTRATION OF SUBJECT SECURITIES

9.1               The Subscriber hereby acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares, the Warrants or the Warrant Shares will bear a legend in substantially the following form:

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.

UNLESS OTHERWISE PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM BRITISH COLUMBIA UNLESS THE CONDITIONS IN SECTION 12 (2) OF BC INSTRUMENT 51-509 ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKET ARE MET.

9.2               The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

10.               PARTICIPATION RIGHT

10.1               General. For a period of twelve months following the closing of the Offering, each Subscriber has the right of first refusal to purchase such Subscriber’s Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined in Section 10.2 below) that the Company may from time to time issue for equity financing purposes, specifically for sales of shares of the Company’s common stock, provided however, such Subscriber shall have no right to purchase any such New Securities if such Subscriber cannot demonstrate to the Company’s reasonable satisfaction that such Subscriber is at the time of the proposed issuance of such New Securities an “accredited investor” as such term is defined in Regulation D under the Securities Act or subject to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;. A Subscriber’s “Pro Rata Share” for purposes of this right of first refusal is the ratio of (a) the number of shares of the Company’s common stock purchased through this Offering which are owned by such Subscriber, to (b) the total number of shares of Common Stock of the Company then outstanding, for greater clarity, the number of the Company’s shares of Common Stock outstanding immediately prior to the announcement of the issuance of any New Securities.

11

10.2               New Securities. “New Securities” shall mean any Common Stock of the Company, whether now authorized or not; provided however, that the term “New Securities” does not include: (a) shares of Common Stock issued or issuable pursuant to an acquisition of assets or business; (b) shares of Common Stock issuable upon exercise of any options, warrants or rights to purchase any securities of the Company outstanding as of the date of this Agreement and any securities issuable upon the conversion thereof; (c) shares of Common Stock issued in connection with any stock split or stock dividend or recapitalization; (d) shares of Common Stock (or options, warrants or rights therefore) granted or issued hereafter to employees, officers, directors, contractors, consultants or advisers to, the Company or any subsidiary of the Company pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Company’s Board of Directors (the “Board”); (e) any other shares of Common Stock (and/or options or warrants therefore) issued or issuable primarily for other than equity financing purposes and approved by the Board; (f) shares of Common Stock issued or issuable by the Company to the public pursuant to a registration statement filed under the Securities Act; (g) the Company conducting a debt financing; and (h) in the case of the Company conducting a debt financing any shares of Common Stock, warrants or other rights convertible into shares of Common Stock that may be granted as a bonus or an incentive in connection with the debt financing.

10.3               Procedures. In the event that the Company proposes to undertake an issuance of New Securities, it shall give to each Subscriber a written notice of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue such New Securities given in accordance with Section 10.2. Each Subscriber shall have ten (10) days from the date such Notice is effective, as determined pursuant to Section 10.2 based upon the manner or method of notice, to agree in writing to purchase such Subscriber’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed such Subscriber’s Pro Rata Share).

10.4               Failure to Exercise. In the event that the Subscriber fails to exercise in full the right of first refusal within such ten (10) day period, then the Company shall be free to sell the New Securities with respect to which the Subscribers’ rights of first refusal hereunder were not exercised.

11.               COLLECTION OF PERSONAL INFORMATION

11.1               The Subscriber acknowledges and consents to the fact that the Company is collecting the Subscriber's personal information for the purpose of fulfilling this Subscription Agreement and completing the Offering. The Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be disclosed by the Company to (a) stock exchanges or securities regulatory authorities, (b) the Company's registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including legal counsel, and may be included in record books in connection with the Offering. By executing this Subscription Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) and to the retention of such personal information for as long as permitted or required by law or business practice. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company in order to comply with the foregoing.

12

12.                 COSTS

12.1               The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Units shall be borne by the Subscriber.

13.                 GOVERNING LAW

13.1               This Subscription Agreement is governed by the laws of the Province of British Columbia. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of British Columbia.

14.                 SURVIVAL

14.1               This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Units by the Subscriber pursuant hereto.

15.                 ASSIGNMENT

15.1               This Subscription Agreement is not transferable or assignable.

16.                 SEVERABILITY

16.1               The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

17.                 ENTIRE AGREEMENT

17.1               Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Units and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

18.                 NOTICES

18.1               All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 2 and notices to the Company shall be directed to it at the first page of this Subscription Agreement.

19.                 COUNTERPARTS AND ELECTRONIC MEANS

19.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth.

SCHEDULE A

CANADIAN QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement.

The purpose of this Questionnaire is to assure the Company that the Subscriber will meet certain requirements of National Instrument 45-106 ("NI 45-106"). The Company will rely on the information contained in this Questionnaire for the purposes of such determination.

The Subscriber covenants, represents and warrants to the Company that:

1.	the Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the transactions detailed in the Subscription Agreement and the Subscriber is able to bear the economic risk of loss arising from such transactions;
2.	the Subscriber is (tick one or more of the following boxes):
	(A)	a director, executive officer, employee or control person of the Company or an affiliate of the Company	[  ]
	(B)	a spouse, parent, grandparent, brother, sister or child of a director, executive officer, founder or control person of the Company or an affiliate of the Company	[  ]
	(C)	a parent, grandparent, brother, sister or child of the spouse of a director, executive officer, founder or control person of the Company or an affiliate of the Company	[  ]
	(D)	a close personal friend of a director, executive officer, founder or control person of the Company	[  ]
	(E)	a close business associate of a director, executive officer, founder or control person of the Company or an affiliate of the Company	[  ]
	(F)	an accredited investor	[  ]
	(G)	a company, partnership or other entity of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs A to F	[  ]
	(H)	a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs A to F	[  ]
	(I)	purchasing as principal Securities with an aggregate acquisition cost of not less than CDN$150,000	[  ]

- 2 -

3.	if the Subscriber has checked box B, C, D, E, G or H in Section 2 above, the director, executive officer, founder or control person of the Company with whom the undersigned has the relationship is:
	(Instructions to Subscriber: fill in the name of each director, executive officer, founder and control person which you have the above-mentioned relationship with. If you have checked box G or H, also indicate which of A to F describes the securityholders, directors, trustees or beneficiaries which qualify you as box G or H and provide the names of those individuals. Please attach a separate page if necessary).
4.	if the Subscriber is resident in Ontario, the Subscriber is (tick one or more of the following boxes):

(A)	a founder of the Company	[  ]
(B)	an affiliate of a founder of the Company	[  ]
(C)	a spouse, parent, brother, sister, grandparent or child of a director, executive officer or founder of the Company	[  ]
(D)	a person that is a control person of the Company	[  ]
(E)	an accredited investor	[  ]
(F)	purchasing as principal Securities with an aggregate acquisition cost of not less than CDN$150,000	[  ]

5.	if the Subscriber has checked box A, B, C or D in Section 4 above, the director, executive officer, founder or control person of the Company with whom the undersigned has the relationship is:
	(Instructions to Subscriber: fill in the name of each director, executive officer, founder, affiliate and control person which you have the above-mentioned relationship with.)
6.	if the Subscriber has ticked box F in Section 2 or box E in Section 4 above, the Subscriber satisfies one or more of the categories of "accredited investor" (as that term is defined in NI 45-106) indicated below (please check the appropriate box):

[ ]	(a) a Canadian financial institution as defined in National Instrument 14-101, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);
[ ]	(b) the Business Development Bank of Canada incorporated under the Business Development Bank Act (Canada);
[ ]	(c) a subsidiary of any person referred to in any of the foregoing categories, if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
[ ]	(d) an individual registered or formerly registered under securities legislation in a jurisdiction of Canada, as a representative of a person or company registered under securities legislation in a jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario) or the Securities Act (Newfoundland);

- 3 -

[ ]	(e) an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
[ ]	(f) the government of Canada or a province, or any crown corporation or agency of the government of Canada or a province;
[ ]	(g) a municipality, public board or commission in Canada and a metropolitan community, school board, the Comite de gestion de la taxe scholaire de l'ile de Montreal or an intermunicipal management board in Québec;
[ ]	(h) a national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency thereof;
[ ]	(i) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;
[ ]	(j) an individual who either alone or with a spouse beneficially owns, directly or indirectly, financial assets (as defined in NI 45-106) having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CDN$1,000,000;
[ ]	(k) an individual whose net income before taxes exceeded CDN$200,000 in each of the two more recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
[ ]	(l) an individual who, either alone or with a spouse, has net assets of at least CDN $5,000,000;
[ ]	(m) a person, other than an individual or investment fund, that had net assets of at least CDN$5,000,000 as reflected on its most recently prepared financial statements;
[ ]	(n) an investment fund that distributes it securities only to persons that are accredited investors at the time of distribution, a person that acquires or acquired a minimum of CDN$150,000 of value in securities, or a person that acquires or acquired securities under Sections 2.18 or 2.19 of NI 45-106;
[ ]	(o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
[ ]	(p) a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
[ ]	(q) a person acting on behalf of a fully managed account managed by that person, if that person (i) is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii) in Ontario, is purchasing a security that is not a security of an investment fund;
[ ]	(r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility advisor or an advisor registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

- 4 -

[ ]	(s) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
[ ]	(t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law are persons or companies that are accredited investors;
[ ]	(u) an investment funds that is advised by a person registered as an advisor or a person that is exempt from registration as an advisor; or
[ ]	(v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as (i) an accredited investor, or (ii) an exempt purchaser in Alberta or British Columbia after this instrument comes into force;

The Subscriber acknowledges and agrees that the Subscriber may be required by the Company to provide such additional documentation as may be reasonably required by the Company and its legal counsel in determining the Subscriber's eligibility to acquire the Securities under relevant legislation.

     IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ________day of __________________, 2010.

If an Individual:	If a Corporation, Partnership or Other Entity:
Signature	Print or Type Name of Entity
Print or Type Name	Signature of Authorized Signatory
	Type of Entity

EX-10.2

SETTLEMENT AGREEMENT

THIS AGREEMENT dated for reference the 31^st of May, 2010.

BETWEEN:

LEXARIA CORP., a company duly incorporated under the laws of

the State of Nevada 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:

ENERTOPIA CORP, (FORMERLY GOLDEN ARIA CORP) a

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

(the “Assignee”)

OF THE SECOND PART

WHEREAS:

A.        The Assignee on or about August 28, 2009, entered into an assignment agreement with the Company whereby the Assignee paid a fee of US$59,987.13 to earn a 19.25% share of the Company’s 32% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi (the “Assigned Interest”).

B.        As of the date of this Settlement Agreement, the oil well has not been drilled, due to weather conditions beyond the Company’s control. There is some doubt as to when or if this well will be drilled in any reasonable time period.

C.        The Assignee and the Company wish to settle the existing Assigned Interest by making such assignment null and void, and issuing common shares and warrants of the Company in exchange for the $59,987.13 earlier received by the Company.

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 CLAIM

1.1        The Company acknowledges and agrees that it holds US$59,987.13 furnished to it by the Assignee.

2.          ALLOTMENT AND ISSUANCE OF SECURITIES

2.1        The Company agrees to allot and issue to the Assignee 499,893 restricted shares in the capital of the Company (the “Shares”) at a deemed price of US$0.12 per Share for each US$0.12 of the claim amount, and for each such share so issued, will issue one warrant to purchase a further share of the Company at a price of US$0.20 per share for a term of two years (the “Warrants”) as full and final settlement of the US$59,987.13.

- 2 -

2.2        The Assignee hereby agrees that, upon delivery of the Shares and the Warrants by the Company in accordance with the provisions of this Agreement, that the claim will be fully satisfied and extinguished effective as of the date set out above, and the Assignee will remise, release and forever discharge the Company and its directors, officers and employees from any and all obligations relating to the Assigned Interest and the original oil well assignment dated August 28, 2009.

2.3        The Assignee hereby agrees that, upon delivery of the Shares and the Warrants by the Company in accordance with the provisions of this Agreement, that the Assigned Interest shall revert back to the Company and that the Assignee shall have no claim over the Assigned Interest.

3.           REGULATORY RESTRICTIONS

3.1        The Assignee 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 Assignee 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)	with respect to the issuance of the Shares and the Warrants, the Company is relying on the exemption from the prospectus and registrations requirements provided by Section 2.13 –
	Petroleum, Natural Gas and Mining Properties as provided in National Instrument 45-106 Prospectus and Registration Exemptions;
(e)	the Assignee is an accredited investor; and
(f)	the Assignee will seek its own independent legal advice as to any restrictions imposed by the U.S. Securities Act of 1933 on the Assignee respecting disposition of the Shares.
(g)	the Shares and Warrants to be issued in satisfaction of the debt will be subject to the following legend:
	“The securities evidenced by this certificate have not been registered under the United States Securities Act of 1933, as amended, or any applicable U.S. State securities law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred or disposed of unless (a) there is an effective registration statement under such act and applicable United States State securities laws covering any such transaction involving said securities, or (b) this corporation receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration, or (c) this corporation otherwise satisfies itself that such transaction is exempt from registration.
	Unless permitted under securities legislation, the holder of this security must not trade the security before October 5, 2010”

4.          GENERAL PROVISIONS

4.1        Time shall be of the essence of this Agreement.

4.2        The Company and the Assignee 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 -

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 31^st day of May, 2010.

ENERTOPIA CORP.	)
	)
	)
	)
Authorized Signatory	)
	)
	)
	)
	)
Authorized Signatory	)
	)

LEXARIA CORP.	)
	)
	)
	)
Authorized Signatory	)
	)
	)
	)
Authorized Signatory

EX-10.3

SETTLEMENT AGREEMENT

THIS AGREEMENT dated for reference the 31^st of May, 2010.

BETWEEN:

CHEETAH OIL & GAS LTD , a company duly incorporated

under the laws of the State of Nevada and having its registered and records office at Box 172 Station A, Nanaimo BC, V9R 5K9 Ph 250- 714-1101 FAX 250-714-1186

(the “Company”)

OF THE FIRST PART AND:

ENERTOPIA CORP, (FORMERLY GOLDEN ARIA CORP) a

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

(the “Assignee”)

OF THE SECOND PART

WHEREAS:

A.        The Assignee on or about August 28, 2009, entered into an assignment agreement with the Company whereby the Assignee paid a fee of US$45,000.00 to earn a 57.76% share of the Company’s 8% interest in a proposed oil well to be drilled in Wilkinson County, Mississippi (the “Assigned Interest”).

B.        As of the date of this Settlement Agreement, the oil well has not been drilled, due to weather conditions beyond the Company’s control. There is some doubt as to when or if this well will be drilled in any reasonable time period.

C.        The Assignee and the Company wish to settle the existing Assigned Interest by making such assignment null and void, and issuing common shares and warrants of the Company in exchange for the $45,000.00 earlier received by the Company.

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 CLAIM

1.1        The Company acknowledges and agrees that it holds US$45,000.00 furnished to it by the Assignee.

2.        ALLOTMENT AND ISSUANCE OF SECURITIES

2.1        The Company agrees to allot and issue to the Assignee 375,000 restricted shares in the capital of the Company (the “Shares”) at a deemed price of US$0.12 per Share for each US$0.12 of the claim amount, and for each such share so issued, will issue one warrant to purchase a further share of the Company at a price of US$0.20 per share for a term of two years (the “Warrants”) as full and final settlement of the US$45,000.00.

- 2 -

2.2        The Assignee hereby agrees that, upon delivery of the Shares and the Warrants by the Company in accordance with the provisions of this Agreement, that the claim will be fully satisfied and extinguished effective as of the date set out above, and the Assignee will remise, release and forever discharge the Company and its directors, officers and employees from any and all obligations relating to the Assigned Interest and the original oil well assignment dated August 28, 2009.

2.3        The Assignee hereby agrees that, upon delivery of the Shares and the Warrants by the Company in accordance with the provisions of this Agreement, that the Assigned Interest shall revert back to the Company and that the Assignee shall have no claim over the Assigned Interest.

3.           REGULATORY RESTRICTIONS

3.1        The Assignee 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 Assignee 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)	with respect to the issuance of the Shares and the Warrants, the Company is relying on the exemption from the prospectus and registrations requirements provided by Section 2.13 –
	Petroleum, Natural Gas and Mining Properties as provided in National Instrument 45-106 Prospectus and Registration Exemptions;
(e)	the Assignee is an accredited investor; and
(f)	the Assignee will seek its own independent legal advice as to any restrictions imposed by the U.S. Securities Act of 1933 on the Assignee respecting disposition of the Shares.
(g)	the Shares and Warrants to be issued in satisfaction of the debt will be subject to the following legend:
	“The securities evidenced by this certificate have not been registered under the United States Securities Act of 1933, as amended, or any applicable U.S. State securities law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred or disposed of unless (a) there is an effective registration statement under such act and applicable United States State securities laws covering any such transaction involving said securities, or (b) this corporation receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration, or (c) this corporation otherwise satisfies itself that such transaction is exempt from registration.
	Unless permitted under securities legislation, the holder of this security must not trade the security before October 5, 2010”

4.          GENERAL PROVISIONS

4.1        Time shall be of the essence of this Agreement.

4.2        The Company and the Assignee 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 -

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 31^st day of May, 2010.

ENERTOPIA CORP.	)
	)
	)
	)
Authorized Signatory	)
	)
	)
	)
	)
Authorized Signatory	)
	)

CHEETAH OIL & GAS LTD.	)
	)
	)
	)
Authorized Signatory	)
	)
	)
	)
Authorized Signatory

EX-99.1

June 7, 2010

FOR IMMEDIATE RELEASE

Enertopia Completes Financing and Divests Interest in Mississippi Oil Well

VANCOUVER, BC (June 7, 2010) — Enertopia Corporation ( the “Company” or “We”) has completed a financing of $83,625 consisting of the issuance of 557,500 units priced at $0.15 each. Each unit consists of one common share and one warrant valid until May 31, 2012, to purchase another common share at a price of $0.30 each. All the shares issued under this financing are subject to regulatory restrictions.

In 2009 the Company announced its intention to participate in an oil well to be drilled in Mississippi. Since then the Company has committed itself entirely to the clean energy sector and has determined that legacy oil and gas assets no longer fit with the long term corporate direction. As such Enertopia has divested itself of the interests to be earned in this as yet undrilled oil well, and is exchanging its interests for common shares in the two companies from which it had earlier invested into this well. Enertopia will receive:

1.	375,000 common shares and warrants to purchase 375,000 common shares at a price of $0.20 for a period of two years in Cheetah Oil and Gas; and
2.	499,893 common shares and warrants to purchase 499,893 common shares at a price of $0.20 for a period of two years in Lexaria Corp. as the result of this oil well divestment.

This oil well divestment continues the policy Enertopia began in the summer of 2009 when it divested certain Canadian oil and gas assets for cash. Enertopia is meanwhile evaluating certain clean energy projects for its possible participation and/or financing.

About Enertopia

Enertopia (www.enertopia.com) is an emerging growth company specializing in the funding and development of both proven and new clean energy and clean water technologies. Specialties include heat recovery and design operations, Solar Thermal, and Solar PV. Enertopia also offers a portable and scalable solar-powered water purification unit. Enertopia’s shares are quoted with symbol ENRT. For additional information, please visit www.enertopia.com or call Robert McAllister, President, Enertopia Corporation at 1.250.717.0977

Media Contact:

     Pat Beechinor, Media Relations, Enertopia Corporation
403.463.4119 or beechinor@utopia2030.com

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements which are not historical facts are forward-looking statements. Statements which are not historical facts are forward-looking statements. The Company makes forward-looking public statements concerning its expected future financial position, results of operations, cash flows, financing plans, business strategy, products and services, evaluation of clean energy projects for participation and/or financing, competitive positions, growth opportunities, plans and objectives of management for future operations, including statements that include words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions that are forward-looking statements. Such forward-looking statements are estimates reflecting the Company's best judgment based upon current information and involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. Factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, government regulation, managing and maintaining growth, the effect of adverse publicity, litigation, competition, access to capital, and other factors which may be identified from time to time in the Company's public announcements and filings. The Company's evaluation of alternative energy projects in the heat recovery, solar thermal, solar PV and water purification; and of conventional energy projects in the oil and natural gas sectors provides no assurance that any particular project will have any material effect on the Company.