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Letter Of Intent (loi)

Letter of Intent

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 This Letter of Intent involves

ENERTOPIA CORP.

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Title: LETTER OF INTENT (LOI)
Governing Law: Nevada     Date: 11/4/2013
Industry: Constr. - Supplies and Fixtures     Sector: Capital Goods

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LETTER OF INTENT (LOI)

THIS Letter of Intent dated for reference the 1 st of November, 2013.

AMONG:

ENERTOPIA CORPORATION. , a corporation existing under the laws of the State of Nevada with its executive office at 950-1130 West Pender Street, Vancouver, British Columbia, Canada

(herein called “the Purchaser”)

AND:

0786521 B.C. LTD. , a corporation existing under the laws of the Province of British Columbia with its registered record of office at #1 2838 Garden Street Abbotsford, British Columbia, Canada

(herein called the “Vendor”)

WHEREAS:

A. The Vendor is the owner, operator of an Medical Marihuana operation located at 33420 Cardinal Street, Mission, British Columbia, Canada as set out in Schedule 1(the “The Vendor Assets”) and wishes to enter into an business relationship with the Purchaser upon and subject to the terms and conditions set out in this LOI. Until such time as the Vendor and the Purchaser enter into a Definitive Agreement (the “Definitive Agreement”), the Parties agree that all terms of this LOI are and shall serve only as an expression of interest between the Vendor and the Purchaser. This LOI is not comprehensive and no business relationship is created between the Vendor and the Purchaser unless and until such time as negotiations between the Parties result in the consummation of a Definative Agreement and such Definative Agreement is ratified by their respective authorized representatives;

B. The Purchaser wishes to buy and the Vendor wishes to sell 51% of the issued and outstanding capital stock of the Vendor (the “Shares”);

C. The Vendor owns certain assets which are described in Schedule 1 attached and made part of this LOI.

NOW THEREFORE in consideration of the premises and the respective covenants, agreements representations, warranties and indemnities of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties hereto agree as follows:

1. DEFINED TERMS

1.1 For the purposes of this Agreement, unless the context otherwise requires, the following terms will have the respective meanings set out below and grammatical variations of such terms will have corresponding meanings:

 

(a)

“Affiliate” has the meaning given to that term in the Securities Act of 1933, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder;

 

 

 

 

(b)

“Associate” has the meaning given to that term in the Securities Act of 1933, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder;

 


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(c)

“Closing” means the completion of the transactions contemplated in this Asset Purchase Agreement;

 

 

 

 

(d)

“Closing Date” means 4 P.M. PST December 31, 2013, or such other date as the Vendors and the Purchasers may mutually determine;

 

 

 

 

(e)

“Purchase Price” means the aggregate sum payable by the Purchaser to the Vendor for the Shares.

 

1.2

Currency. Unless otherwise indicated, all dollar amounts in this Agreement are expressed in United States funds.

 

 

1.3

Applicable Law. This Agreement will be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties will be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such state and all courts competent to hear appeals there from and waives , so far as is legally possible, its right to have any legal action relating to this Agreement tried by a jury.

 

 

Schedules . The following Schedules are attached to and form part of this Agreement: All terms defined in the body of this Agreement will have the same meaning in the Schedule attached hereto Schedule 1 Description of The Vendor Assets comprised of land and medical marijuana operation in Mission, BC all as of the date of this Agreement.

 

 

2.0

TERMS OF LOI

(a) The Purchaser shall issue 10,000,000 shares of restricted common stock of the Purchaser within 48hours of signing this LOI

(b) The Purchaser shall have the sole option, to acquire up to an 51% interest under the terms set out under the Definitive Agreement. The Purchaser will have a due diligence period of 60 days upon signing this LOI.

(I) TERMS OF DEFINITIVE AGREEMENT

2.1 (a) The Purchaser shall issue to the Vendor 20,000,000 shares of restricted common stock in the Purchaser and pay $1,375,000.00 by certified cheque,bank draft or solicitor’s trust cheque as follows:

 

(ii)

10,000,000 shares to 0984329 B.C. LTD on signing the LOI, (the “Initial Payment”), and

 

(iii)

5,000,000 shares to 0984329 B.C. LTD on the Closing Date and $175,000 cash to 0786521 B.C. LTD, and

 

(iv)

1,000,000 shares to 0984329 B.C. LTD. and $200,000 cash to 0786521 B.C. LTD on six months from Closing Date, and

 

(v)

1,000,000 shares and $200,000 cash to 0984329 B.C. LTD on one year anniversary, and

 

(vi)

1,000,000 shares and $200,000 cash to 0984329 B.C. LTD on second year anniversary, and

 

(vii)

1,000,000 shares and $300,000 cash to 0984329 B.C. LTD on third year anniversary, and

 

(viii)

1,000,000 shares and $300,000 cash to 0984329 B.C. LTD on fourth year anniversary

(b)The Vendor shall transfer the shares to the Purchaser as follows:

(i) 30% of 100% on the Closing Date;
(ii) A further 1% of 100% on the Six month anniversary date and the Vendor agrees to remit quarterly to the Purchaser 31% of net profits after the six month anniversary payment;
(iii) A further 2% of 100% on the one year anniversary date; and the Vendor agrees to remit quarterly to the Purchaser a total of 33% of net profits after the one year anniversary payment.


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(iv) A further 6% of 100% on the two year annive


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