TERMINATION AND SETTLEMENT AGREEMENT
THIS AGREEMENT
effective the 14th day of October, 2014.
AMONG:
ENERTOPIA CORP.
of 950-1130 West Pender Street,
Vancouver, BC V6E 4A4
(hereinafter called the “Company”)
OF THE FIRST PART
AND:
0786521 BC Ltd.
(formerly known as World of
Marihuana Productions Ltd.), a British Columbia corporation having its
registered address at #1 – 2838 Garden Street, Abbotsford, BC V2T 4W7
(hereinafter called “WOM”)
OF THE SECOND PART
AND:
MATHEW T. CHADWICK
of 22308 Dewdney Trunk Road,
Maple Ridge, BC V2X 3J1
(hereinafter called “Chadwick”)
OF THE THIRD PART
WHEREAS
:
A.
Enertopia entered into a Letter of Intent dated for reference November 1, 2013
for the acquisition of 51% of the shares of WOM (the “LOI”) from WOM;
B.
Enertopia entered into an Agreement dated January 16, 2014 with WOM (the “Joint
Venture Agreement”) which replaced and superseded the LOI, under the terms of
which Enertopia and WOM agreed to establish a Joint Venture (the “Joint
Venture”);
C. Under
the terms of the LOI and the Joint Venture Agreement, Enertopia issued
16,000,000 shares of its common stock to 0984329 B.C. Ltd. as directed by WOM
and advanced a total of USD$375,000 to WOM;
D.
Enertopia entered into an Agreement dated effective March 10, 2014 with Chadwick
(the “Services Agreement”);
E.
Chadwick was appointed as a director and as Senior Vice President of Marijuana
Operations of Enertopia on March 10, 2014; and
F.
Enertopia wishes to terminate all relationships with WOM and Chadwick and WOM
and Chadwick wish to terminate all relationships with Enertopia,
NOW THEREFORE IN CONSIDERATION OF THE FOREGOING, AND OF THE
COVENANTS HEREINAFTER PROVIDED, THE PARTIES HAVE AGREED AND DO HEREBY AGREE AS
FOLLOWS:
1. WOM
agrees to cause 0984329 B.C. Ltd. (“098”) to return to Enertopia, for
cancellation, a total of 15,127,287 shares of Enertopia’s common stock
registered in its name, as more particularly set out in Schedule “A” hereto to
be delivered with the certificates representing the Shares at Closing.
2.
Chadwick agrees to terminate the Services Agreement and acknowledges that no
further funds are payable to Chadwick thereunder.
1
3. For
the consideration set out in Paragraphs 1 and 2, Enertopia agrees to relinquish
its interest in the Joint Venture and does hereby transfer its 31% interest in
the Joint Venture to WOM including, without limiting the generality of the
foregoing, any interest in assets of the Joint Venture, rights to receive
payments of any nature, including income, of the Joint Venture and rights, if
any, to be repaid any funds advanced to the Joint Venture.
4.
Enertopia and WOM acknowledge that upon Closing of this Agreement, all
obligations of either party under the Joint Venture Agreement shall terminate.
5.
Enertopia and Chadwick agree that upon Closing of this Agreement, all
obligations of either party under the Services Agreement shall terminate.
6.
Chadwick agrees to deliver to Enertopia at Closing his resignation as a director
and Senior Vice President of Marijuana Operations of Enertopia in the form
attached as Schedule “B” hereto.
7.
Enertopia agrees to provide to WOM and Chadwick at Closing a release in the form
attached as Schedule “C” hereto.
8. WOM and Chadwick agree to provide to Enertopia at Closing a
release in the form attached as Schedule “D” hereto.
9.
Enertopia will provide to Chadwick and WOM at Closing a copy of a resolution of
the Directors of Enertopia in the form attached as Schedule “E” hereto.
10. WOM will
provide to Enertopia at Closing a resolution of the sole director of WOM in the
form attached as Schedule “F” hereto.
11. Closing
shall take place concurrent with the execution of this Agreement by all of the
parties hereto and shall be completed through an exchange of documents between
the parties’ respective legal counsel.
12. This
Agreement and the schedules attached hereto contain the entire agreement between
the parties with respect to the subject matter hereof and supersede all prior
arrangements and understandings, both written and oral, expressed or implied,
with respect thereto. Any preceding correspondence or offers are expressly
superseded and terminated by this Agreement.
13. This
Agreement shall be governed by the laws of the Province of British Columbia and
the federal laws of Canada applicable therein.
14. This Agreement
may be executed in one or more counterparts, all of which will be considered one
and the same agreement and will become effective when one or more counterparts
have been signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.
15. This Agreement
may be executed by delivery of executed signature pages by fax or e-mail and
such fax or e-mail execution will be effective for all purposes provided that
the signatories will promptly provide originals to the other signatories.
16. The schedules and
exhibits are attached to this Agreement and incorporated herein.
17. The parties agree
to execute such other documents and take such steps as may be necessary to give
effect to this Agreement.
[The remainder of this page is intentionally blank.]
2
IN WITNESS WHEREOF
the parties hereto have executed this
agreement as of the day and year first above written.
THE COMPANY:
ENERTOPIA CORP.
by its authorized signatory:
____________________________________________
Name:
Title:
WOM:
0786521 BC LTD.
by its authorized signatory:
____________________________________________
Name:
Title:
CHADWICK:
|
Signed, sealed and delivered by
|
)
|
|
|
MATHEW T. CHADWICK
in the presence of:
|
)
|
|
|
|
)
|
|
|
|
)
|
|
|
|
)
|
|
|
Signature of Witness
|
)
|
MATHEW T.
CHADWICK
|
|
|
)
|
|
|
Name of Witness
|
)
|
|
|
|
)
|
|
|
Address of Witness
|
)
|
|
|
|
)
|
|
3
SCHEDULE “A”
TO: ENERTOPIA CORP.
The undersigned,
0984329 B.C. LTD.
for good and
valuable consideration, the receipt of which is hereby acknowledged, does hereby
transfer to
ENERTOPIA CORP.
for cancellation
15,127,287
Shares of
ENERTOPIA CORP.
As Witness my hand
the
day of________________________________ , 2014.
|
|
0984329 B.C. LTD.
|
|
|
|
|
|
|
|
|
Signature of Authorized Signatory
|
|
|
|
|
|
|
|
|
Name and Title
|
1
POWER OF ATTORNEY TO TRANSFER BONDS OR SHARES
FOR VALUE RECEIVED
the undersigned hereby sells, assigns
and transfers unto
|
|
|
(Name of transferee)
|
|
|
|
of
|
|
(Address)
|
|
|
|
15,127,287
shares of common stock – par value $0.001
|
|
(Description of Security - include number and class of
Shares or amount (par value), rate and maturity of Bonds)
|
|
|
|
standing in the name of the undersigned on the books of the
said
|
|
|
|
ENERTOPIA CORP.
|
|
(Government, Municipality, Corporation, etc.)
|
|
represented by certificate(s) No(s)
|
|
|
|
|
|
and hereby irrevocably constitutes and appoints
|
|
the attorney of the undersigned to transfer the said
certificate(s) on the books of the said
|
ENERTOPIA CORP.
|
|
(Government, Municipality, Corporation, etc.)
|
with full power of substitution in the premises.
Dated
at
this
day
of
, 2014.
|
|
0984329 B.C. LTD.
|
|
|
by its authorized signatory:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature of transferor guaranteed by:
|
|
|
|
|
|
|
|
|
|
2
SCHEDULE “B”
RESIGNATION
|
TO:
|
ENERTOPIA CORP. (the “Company”)
|
|
|
|
|
FROM:
|
MATHEW T. CHADWICK
|
|
|
|
I,
MATHEW T. CHADWICK
, hereby resign in all my
capacities in the Company including Senior Vice President of Marijuana
Operations and Director of the Company. I acknowledge to the Company that my
resignation is not due to, and has not been caused by, in whole or in part, any
disagreement with the Company related to the Company’s operations, policies or
practices.
Dated effective October 14, 2014
____________________________________________
MATHEW
T. CHADWICK
1
SCHEDULE “C”
RELEASE
KNOW
ALL MEN BY THESE PRESENTS
that in consideration of the execution of a
Termination and Settlement Agreement dated October 14, 2014 (the “Settlement
Agreement”) among Enertopia Corp. (“Enertopia”), 0786521 BC Ltd. (formerly World
of Marihuana Productions Ltd.) and Mathew T. Chadwick and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned (hereinafter referred to as the “Releasor”)
DOES HEREBY REMISE, RELEASE AND FOREVER DISCHARGE
0786521 BC Ltd.
(formerly World of Marihuana Productions Ltd.), its officers, directors,
employees and agents, 0984329 B.C. Ltd. and Mathew T. Chadwick (hereinafter
collectively referred to as the “Releasees”) from all manner of action and
actions, cause and causes of action, suits, debts, dues, sums of money, claims,
demands and obligations whatsoever, at law or in equity and whether known or
unknown, suspected or unsuspected, which the Releasor, has had or now has or may
or shall have against the Releasees or any of them arising out of any fact,
matter or thing to the date hereof, including, but not limited to:
a)
any claims the Releasor may have arising out of the Joint Venture Agreement
dated January 16, 2014;
b) any claim arising out of Mr.
Chadwick’s serving as a director or officer of the Releasor,
it being further provided that nothing in this Release shall be
construed as terminating any rights of indemnity that Mr. Chadwick may have
under the corporate constitution of Enertopia or the laws of the State of Nevada
in respect of his acting as a director or officer of Enertopia.
AND
THE RELEASOR DOES HEREBY DECLARE
that in making this Release and agreement
it is understood and agreed that they rely wholly on their own judgment, belief
and knowledge of the nature of this contract and have not been influenced to any
extent whatsoever in making this Release by any representations or statements
regarding the rights of the parties hereto made by the Releasees or any person
or persons representing them other than those that are set out in the Settlement
Agreement.
IT
IS FURTHER UNDERSTOOD AND AGREED
that this settlement is a compromise of
doubtful and disputed claims and is not to be construed as an admission of
liability on the part of the Releasor.
THE
RELEASOR
states it has carefully read the foregoing and knows the contents
thereof and signs of its own free act.
AND
IT IS UNDERSTOOD AND AGREED
that the terms of this Release are contractual
and not mere recitals.
IN
WITNESS WHEREOF
this Release has been signed, sealed and delivered by the
Releasor this 14th day of October, 2014.
ENERTOPIA CORP.
by its authorized signatory:
____________________________________________
Name:
Title:
1
SCHEDULE “D”
RELEASE
KNOW
ALL MEN BY THESE PRESENTS
that in consideration of the execution of a
Termination and Settlement Agreement dated October 14, 2014 (the “Settlement
Agreement”) among Enertopia Corp. (“Enertopia”), 0786521 BC Ltd. (formerly World
of Marihuana Productions Ltd.) and Mathew T. Chadwick and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned (hereinafter collectively referred to as the
“Releasors”)
DO HEREBY REMISE, RELEASE AND FOREVER DISCHARGE
Enertopia
Corp. (hereinafter referred to as the “Releasee”) from all manner of action and
actions, cause and causes of action, suits, debts, dues, sums of money, claims,
demands and obligations whatsoever, at law or in equity and whether known or
unknown, suspected or unsuspected, which the Releasors, have had or now have or
may or shall have against the Releasee arising out of any fact, matter or thing
to the date hereof, including, but not limited to any claims the Releasors may
have against the Releasee arising out of the Joint Venture Agreement dated
January 16, 2014 or the Services Agreement dated March 10, 2014.
AND
THE RELEASORS DO HEREBY DECLARE
that in making this Release and agreement it
is understood and agreed that they rely wholly on their own judgment, belief and
knowledge of the nature of this contract and have not been influenced to any
extent whatsoever in making this Release by any representations or statements
regarding the rights of the parties hereto made by the Releasee or any person or
persons representing them other than those that are set out in the Settlement
Agreement.
IT
IS FURTHER UNDERSTOOD AND AGREED
that this settlement is a compromise of
doubtful and disputed claims and is not to be construed as an admission of
liability on the part of the Releasors.
THE
RELEASORS
state they have carefully read the foregoing and know the contents
thereof and sign of their own free act.
AND
IT IS UNDERSTOOD AND AGREED
that the terms of this Release are contractual
and not mere recitals.
IN
WITNESS WHEREOF
this Release has been signed, sealed and delivered by the
Releasors this 14th day of October, 2014.
0786521 BC LTD.
by its authorized signatory:
____________________________________________
Name:
Title:
|
Signed, sealed and delivered by
|
)
|
|
|
MATHEW T. CHADWICK
in the presence of:
|
)
|
|
|
|
)
|
|
|
|
)
|
|
|
|
)
|
|
|
Signature of Witness
|
)
|
MATHEW T. CHADWICK
|
|
|
)
|
|
|
Name of Witness
|
)
|
|
|
|
)
|
|
|
Address of Witness
|
)
|
|
|
|
)
|
|
1
SCHEDULE “E”
ENERTOPIA DIRECTORS RESOLUTIONS
WRITTEN CONSENT TO ACTION WITHOUT MEETING OF THE DIRECTORS OF
ENERTOPIA CORP.
A NEVADA CORPORATION
|
The undersigned, being all the duly appointed and acting
members of the Board of Directors of Enertopia Corp., a Nevada corporation
(the “Company”), do hereby consent to the adoption of, and do hereby
adopt, the following resolutions with the same force and effect as if
adopted at a meeting of the Board of Directors duly called and held,
pursuant to Section 78.315(2) of the Nevada Revised Statutes and pursuant
to the bylaws of the Company.
|
TERMINATION AND SETTLEMENT AGREEMENT
WHEREAS:
A. The Company’s
Board of Directors considers it in the bests interest of the Company to enter
into a termination and settlement agreement dated effective October 14, 2014
among the Company, 0786521 B.C. Ltd. (formerly known as World of Marihuana
Productions Ltd.) and Mathew T. Chadwick (the “Termination Agreement”);
B. The Company’s
Board of Directors considers it in the best interests of the Company to execute
the Release (the “Release”) in the form attached as a schedule to the
Termination Agreement;
C. Pursuant to the
terms of the Termination Agreement, 0984329 B.C. Ltd. agreed to cancel and
return to treasury 15,127,287 shares of the Company’s common stock,
RESOLVED THAT:
1. The entry into the
Termination Agreement in the form reviewed by the Board of Directors and the
transactions contemplated therein are hereby approved.
2. The execution of
the Release in the form attached as a schedule to the Termination Agreement is
hereby approved.
3. The Company accept
the resignation of Mathew T. Chadwick as Senior Vice President of Marijuana
Operations and as a Director of the Company.
4. The Company direct
its transfer agent to cancel and return to treasury the 15,127,287 shares
represented by share certificate nos. OVA0101820, OVA0103066 and OVA0104288.
5. Any one director
or officer of the Company is hereby authorized to execute the Termination
Agreement and the Release for and on behalf of the Company and any such other
documents and to take such other actions as may be required to give effect to
these resolutions.
6. These resolutions
may be signed by the directors in as many counterparts as may be necessary, each
of which so signed shall be deemed to be an original, and such counterparts
together shall constitute one and the same instrument and notwithstanding the
date of execution shall be deemed to bear the date as set forth below.
The undersigned, being all the Directors of Enertopia Corp.,
have executed these resolutions by written consent as of the 14th day of
October, 2014.
|
|
|
|
|
ROBERT McALLISTER
|
|
JOHN THOMAS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DONALD FINDLAY
|
|
|
2
SCHEDULE “F”
WOM DIRECTOR’S RESOLUTIONS
0786521 B.C. LTD.
DIRECTOR’S CONSENT RESOLUTIONS
The undersigned, being the sole director of 0786521 B.C. Ltd.
(the “Company”), hereby consents to and adopts the following resolutions as of
the 14th day of October, 2014.
ENERTOPIA TERMINATION AND SETTLEMENT AGREEMENT
WHEREAS:
A. The Company’s
Board of Directors considers it in the bests interest of the Company to enter
into a termination and settlement agreement dated effective October 14, 2014
among Enertopia Corp., the Company and Mathew T. Chadwick (the “Termination
Agreement”),
B. The Company’s
Board of Directors considers it in the best interests of the Company to execute
the Release (the “Release”) in the form attached as a schedule to the
Termination Agreement,
RESOLVED THAT:
|
1.
|
The entry into the Termination Agreement in the form
reviewed by the Board of Directors and the transactions contemplated
therein are hereby approved.
|
|
|
|
|
2.
|
The execution of the Release in the form attached as a
schedule to the Termination Agreement is hereby approved.
|
|
|
|
|
3.
|
Any one director or officer of the Company is hereby
authorized to execute the Termination Agreement and the Release for and on
behalf of the Company and any such other documents and to take such other
actions as may be required to give effect to these
resolutions.
|
1
