THIS ACQUISITION AND JOINT VENTURE AGREEMENT made the 5th day of March, 2014 (the "Execution Date").

AMONG

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

("ENERTOPIA")

AND:

LEXARIA CORP. , a corporation duly incorporated under the laws of the State of Nevada, with an office at 156 Valleyview Rd, Kelowna, British Columbia

("Lexaria" and together with ENERTOPIA, the "Parties")

AND:

ROBERT MCALLISTER , an individual with an address at 203 688 Lequime Road, Kelowna, British Columbia V1W1A4

("McAllister")

WHEREAS:

A.                           ENERTOPIA is in the business of legally producing, manufacturing, propagating, importing/exporting, testing, researching and developing, marihuana (the " Business ") indirectly through third party relationships and/or directly in potential future endeavours presently located in the provinces of British Columbia and Saskatchewan.

B.                           Robert McAllister is the CEO and a Director of ENERTOPIA, and has developed expertise in the business of financing, sourcing, examining and evaluating legal marihuana businesses and operations.

C.                           LEXARIA wishes to enter the legal marihuana sector and to utilize the expertise and connections of ENERTOPIA and McAllister to assist in sourcing opportunities in the sector and building a portfolio of operating projects in the sector, including within Canada under Medical Marihuana Purposes Regulations, or within various US States under appropriate regulations.

D.                           The Parties and McAllister wish to enter into this Agreement to set out the terms and conditions on which ENERTOPIA and McAllister will source opportunities in the Business, and the terms and conditions on which the Parties will form a joint venture to jointly participate in, or offer specific opportunities within the Business (the " Joint Venture "), and on which McAllister will join the LEXARIA advisory board for the term of this Agreement;

                                NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree each with the other as follows:

1.           DEFINITIONS AND SCHEDULES

1.01     In this Agreement, unless the context otherwise requires, the following terms will have the following meanings:

" Environmental Laws " means all applicable civil and criminal foreign, federal, state or local laws, statutes, ordinances, common law, rule, regulations relating to pollution or protection of the environment, human health and safety, and natural resources, including those relating to releases of Hazardous Materials or otherwise relating to the use, manufacture, processing, distribution, generation, treatment, storage, disposal, transport or handling of Hazardous Materials.

" Environmental Liability " means, with respect to any Person, any and all losses, liabilities, obligations, penalties, claims, lawsuits, criminal charges, claims, defenses, costs, judgments, trials, proceedings, damages, loss of profits, disbursements or expenses of any nature (including legal fees and the fees of consultants and experts and the expenses incurred in the investigation, defense or follow-up of any lawsuit, claim or proceeding, including any environmental claim) that may, on any date, be imposed on, incurred by or determined or ruled against, such person or any of its affiliates, shareholders, directors, officers, employees and/or agents, to the extent derived from or related to the exposure to any Hazardous Material, the release, presence, production, use, handling, emission, transportation, storage, treatment, discharge or disposal of any Hazardous Material and the infringement or alleged infringement of any Environmental Law.

" Governmental Authorities " means any governments, whether federal, provincial, or municipal, and any branch, department or ministry thereof, or any governmental agency, authority, board, tribunal or commission of any kind whatsoever.

" Joint Venture " has the meaning assigned thereto in Section 4.01 of this Agreement.

" Joint Venture Assets " means those assets listed in Schedule "A" hereto and any future assets purchased by or on behalf of the Business and all other property, whether real or personal, which is owned, leased, held, developed, constructed or acquired for the Business by or on behalf of the Parties including but not limited to the Property as provided for in Section 5.03 of this Agreement.

" Law " or " Laws " means all applicable domestic and foreign national, federal, state and local Laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

" Liabilities " means: (i) any and all penalties, costs, losses, damages, judgments, settlements, disbursements, expenses, fees, obligations, debts, duties, judgments and other liabilities howsoever characterized, whether known or unknown, accrued or unaccrued, actual, contingent or otherwise, and any and all actions, claims, contests, suits, proceedings, demands and other judicial or administrative actions seeking to impose any of the foregoing; and (ii) Environmental Liabilities.

" MMPR " means the Canadian Medical Marihuana Purposes Regulations.

" Operations " means all activities carried out by the Manager in respect of the Business.

" Ownership Interest " means all the right, title and interest of a Party in and to the Joint Venture, the Joint Venture Assets, any Joint Venture Loan and accrued interest thereon and the Party's interest in and to this Agreement.

" Person " means any individual, firm, partnership, joint venture, trust, corporation, limited liability company, unincorporated organization, estate or other business entity.

" Parties " means the parties to this Agreement and their respective successors and permitted assigns which become parties pursuant to this Agreement.

" Tax " and " Taxes " shall mean any or all Canadian federal, provincial, local or foreign (i.e. non-Canadian) income, gross receipts, real property gains, goods and services, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, or other taxes, levies, governmental charges or assessments of any kind whatsoever, including, without limitation, any estimated tax payments, interest, penalties or other additions thereto, whether or not disputed.

“ Term ” means the period of time this Agreement remains in force that is three (3) years following execution by all parties.

2.02     Except as otherwise provided herein, each of the Parties and McAllister shall each bear its own individual costs, liabilities and taxes arising under this Agreement.

4.         FORMATION OF JOINT VENTURE AND EXECUTION

4.01     Upon execution of this Agreement, ENERTOPIA, McAllister and LEXARIA shall be deemed to have formed a Joint Venture for the evaluation, acquisition and further development of the Business.

4.02     In his present role as CEO of ENERTOPIA, McAllister routinely sources, evaluates, and examines business opportunities, new and existing, in the sector of legally produced marihuana. At times, McAllister and/or Enertopia, either of whom in their own exclusive opinion, may deem it beneficial to invite participation into a business opportunity from outside of ENERTOPIA from a financial, managerial or operational point of view, in one or more opportunities within the Sector (a “ Business Opportunity ”).

4.03     McAllister and ENERTOPIA have NO OBLIGATION to make any particular Business Opportunity available to LEXARIA, if either ENERTOPIA or McAllister deem that particular Business Opportunity to be in the best interests of Enertopia to retain it for its own purposes, but in this case the retained Business Opportunity shall not be offered to any other individual or entity.

4.04    Whenever McAllister or ENERTOPIA have identified a Business Opportunity that they wish to offer for joint venture, they will offer it exclusively to LEXARIA for a period of 90 days, or a shorter period of time if the third party provider of the Business Opportunity so dictates (the “ Evaluation Period ”).

4.05     During the Evaluation Period, neither ENERTOPIA nor McAllister may make the Business Opportunity available to any person or entity other than LEXARIA. If, after the Evaluation Period has expired and LEXARIA has not entered into a binding arrangement to participate in the Business Opportunity, then either McAllister or ENERTOPIA may make the Business Opportunity available to other persons or entities besides LEXARIA.

4.06     LEXARIA has NO OBLIGATION to make any particular Business Opportunity available to ENERTOPIA, if LEXARIA deems that particular Business Opportunity to be in the best interests of LEXARIA to retain it for its own purposes, but in this case the retained Business Opportunity shall not be offered to any other individual or entity.

4.07     Whenever LEXARIA has identified a Business Opportunity that they wish to offer for joint venture, they will offer it exclusively to ENERTOPIA for a period of 90 days, or a shorter period of time if the third party provider of the Business Opportunity so dictates (the “ Evaluation Period ”).

4.08     During the Evaluation Period, LEXARIA may not make the Business Opportunity available to any person or entity other than ENERTOIPIA. If, after the Evaluation Period has expired and ENERTOPIA has not entered into a binding arrangement to participate in the Business Opportunity, then LEXARIA may make the Business Opportunity available to other persons or entities besides ENERTOPIA.

4.09     ENERTOPIA agrees to pay LEXARIA a finder’s commission, received at the sole election of LEXARIA in either cash or in common restricted shares of ENERTOPIA, within a range of 2% - 5% of the value (less of taxes) of any future Business acquisition, joint venture or transaction that ENERTOPIA accepts and closes for the life of this Agreement that was due to LEXARIA finding said opportunity.

5.           OPERATION OF JOINT VENTURE

5.01     Each Business Opportunity is expected to demand consideration and compensation unique to it specifically and may be discovered through persons currently known or currently unknown to the Parties and McAllister. It is therefore not possible at the time of this Agreement to quantify or describe terms that a Business Opportunity may entail.

5.02     Each of the Parties and McAllister agree to negotiate in good faith and to the best of their abilities with each other and with any third party presenting a Business Opportunity to the Joint Venture.

5.03    Any Business Opportunity that is acquired, closed or executed by LEXARIA via ENERTOPIA shall trigger the commission payment referred to in Section 2.01 (b) at the time of closing or execution.

5.04    Any Business Opportunity that is acquired, closed or executed by ENERTOPIA via LEXARIA shall trigger the commission payment referred to in Section 4.09 at the time of closing or execution.

5.05     Any Business Opportunity that is acquired, closed or executed by LEXARIA or by ENERTOPIA shall be governed by closing documents prepared at the time of acquisition, closing or execution and to be agreed to by the Parties.

5.06     Each Party agrees to indemnify and save harmless the other from and against any loss, costs or damages it may suffer as a result of its failure to pay for its interest in any contemplated Business Opportunity.

6.02     Except as specifically provided herein, no Party shall mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership Interest or any part thereof without the prior written consent thereto of the other Parties, which consent may be arbitrarily withheld.

6.03     Notwithstanding any other provision of this Agreement, no Party shall be entitled to sell, transfer or otherwise dispose of any of their Ownership Interest or any part thereof without first obtaining the consent of the other Parties, if such action would permit any other party to accelerate or demand the payment of any Joint Venture Loan.

7.           DEFAULT

7.01     It is an event of default (a "Default") if a Party (the "Defaulting Party", the other Parties being the "Non-Defaulting Parties"):

7.02     In the event of a Default, the Non-Defaulting Parties may do any one or more of the following:

8.          BUY-SELL PROCEDURE

8.01     If any of the Parties are desirous of purchasing the Ownership Interest of a Defaulting Party as defined in Section 8.02 hereof, the transaction shall be initiated and completed in the following manner. The said party (hereinafter referred to as the "Offeror") shall give to the other party (hereinafter referred to as the "Offeree") notice in writing which shall contain the following terms and provisions:

8.02     Upon receipt of the notice, the Offeree may, within a period of 30 days thereafter, accept either one of the offers contained in the notice and shall given written notification to the Offeror accepting either the Offeror's offer to purchase or the Offeror's offer to sell as contained in the notice.

8.03     The individual parties hereto agree that failure to accept within the time limited as aforesaid shall be for all intents and purposes be deemed to have been a rejection of the Offeror's offer to purchase in the same manner as if the Offeree had, in fact, rejected such offer to purchase by notice in writing. The appropriate offer in accordance with the foregoing and acceptance thereof by either notice in writing or the failure of the Offeree to accept the same shall be deemed to constitute a binding agreement of purchase and sale as set out in the Offeror's notice and in the terms and provisions of this Agreement. The transaction or transactions of purchase and sale arising from the foregoing shall be completed within sixty days after acceptance.

8.04     In the event of a sale of an Ownership Interest in the said Business as herein provided for, the party selling shall in this Section be referred to as the "Seller" and the party purchasing shall in this Section be referred to as the "Purchaser", and the following additional provisions shall apply:

9             NO PARTNERSHIP

9.01     Except as otherwise expressed in this Agreement, the rights and obligations of the Parties will be, in each case, several, and will not be or be construed to be either joint or joint and several. Nothing contained in this Agreement will, except to the extent specifically authorized hereunder, be deemed to constitute a Party a partner, an agent or legal representative of the other Parties. It is intended that this Agreement will not create the relationship of a partnership among the Parties and that no act done by any Party pursuant to the provisions hereof will operate to create such a relationship.

9.02      Each Party shall be responsible for and pay their own respective corporate and personal tax and duty obligations, whether in Canada, the United States, or elsewhere, and each of the Parties shall hold the other and the Joint Venture harmless and agree to indemnify them for those tax and duty obligations, as well as and costs of collection, interest, fines, penalties, or litigation.

10          CONFIDENTIALITY

10.01   The making of this Agreement and the consummation of the transactions contemplated in this Agreement will be maintained as strictly confidential, and subject to the requirement of law and of governmental and regulatory authorities, none of the Parties will make any disclosure concerning the terms or conditions of this transaction or any other aspect of their dealings, including, but not limited to, information relating to finances, customers, technologies, or trade secrets except with the written consent of the other Parties or as is necessary in order to carry out their respective contributory duties under the terms of this Agreement.

10.02   The above restrictions will not apply to any information that:

10.03   The Parties agree that because monetary damages alone would be insufficient to consummate for a breach of these confidentiality provisions, any Party may seek any judicial, nonjudicial or extraordinary relief available in any court with compentent jurisdiction to prevent the breach of these provisions. This remedy is in addition to any other remedies that may be available.

11         GENERAL PROVISIONS

11.01   This Agreement shall terminate:

11.03   The provisions herein constitute the entire agreement between the Parties and supersedes all previous expectations, understandings, communications, representations and agreements, whether verbal or written, including the LOI, between the Parties with respect to the subject matter hereof.

11.04   If any provision of this Agreement is unenforceable or invalid for any reason whatever, it shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement.

11.05   Any notice required to be given hereunder by any party shall be deemed to have been well and sufficiently given if mailed by prepaid registered mail return receipt requested, courier service or by electronic communication, capable of producing a printed transmission to or delivered at the address of the other party first written above or at such other address as any of the parties may from time to time direct in writing, and any such notice shall be deemed to have been received, if mailed or couriered, forty-eight hours after the time of mailing or if sent by electronic communication on the date of such communication. If normal mail service or courier service is interrupted by strike, slow down, force majeure or other cause, a notice sent by the impaired means of communication will not be deemed to be received until actually received, and the party sending the notice shall utilize any other such services which have not been so interrupted or shall deliver such notice in order to ensure prompt receipt thereof.

11.06   Time shall be of the essence hereof.

11.07   This Agreement shall be governed by and construed in accordance with the laws in force in the Province of British Columbia from time to time.

11.08   Should there be a disagreement or a dispute between the parties hereto with respect to this Agreement or the interpretation thereof, the same shall be referred to a single arbitrator pursuant to the Commercial Arbitration Act of British Columbia and the determination of such arbitrator shall be final and binding upon the parties hereto.

11.09   The headings in this Agreement form no part of this Agreement and shall be deemed to have been inserted for convenience only.

11.10   Wherever the singular or the masculine is used throughout this Agreement the same shall be construed as being the plural or the feminine or the neuter or the body politic or corporate where the context so requires. The headings immediately preceding each paragraph are inserted for the purpose of convenience only and are to be excluded from any construction or interpretation of this Agreement.

11.11   Each of the Parties hereto shall make, do and execute or cause to be made, done or executed all such further things, acts, documents, conveyances and assurances as may be necessary or reasonably required to carry out the intent and purpose of this Agreement fully and effectually.

11.12   This Agreement shall enure to the benefit of and be binding upon the Parties and their respective personal representatives, successors and permitted assigns.

11.13   This Agreement may be signed by facsimile, pdf email attachment or original and executed in any number of counterparts, and each executed counterpart will be considered to be an original. All executed counterparts taken together will constitute one agreement

-Signature Page Follows-

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

ENERTOPIA CORPORATION
by its authorized signatory

Per:

______________________________
Authorized Signatory

LEXARIA CORP.
by its authorized signatory

Per:

______________________________
Authorized Signatory

SCHEDULE "A"

Restrictive Legends

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [ the date that is 4 months and one day from initial issuance of the security ].

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.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”