$ENRT Form 8-K

Item 1.01 Entry into a Material Letter of Intent AgreementEnertopia has signed a binding letter of intent with a private nutritional vitamin/supplement company on March 9, 2016 for Enertopia to acquire of 100% interest in the business of the private company being all assets pertaining to the business of producing, manufacturing, importing/exporting, testing, researching and developing, intellectual property, inventory, all equipment, permits, files and records containing technical support and all other information and contents pertaining to the operation of the business of private nutritional vitamin/supplement products.

Acquisition Structure. In accordance with the terms of a Definitive Purchase Agreement to be entered into between Purchaser and Seller (the “Definitive Purchase Agreement”), Purchaser will acquire a 100% ownership interest and operations in the Business (the “Ownership Interest”) upon the signing of the Definitive Purchase Agreement. The Purchase Price shall be payable as follows:

a. Purchaser will pay to Seller, on the date of closing of the Definitive Purchase Agreement (the “Closing Date”), the amount of $300,000 in cash;

b. On or before six months after the closing of the Definitive Purchase Agreement Purchaser shall make a cash payment of $25,000;

c. On or before the first anniversary of the closing of the Definitive Purchase Agreement, Purchaser shall make a final cash payment for $25,000

2. Conditions Precedent. Execution of the Definitive Purchase Agreement shall be conditional upon:

a. Due Diligence. Completion of a satisfactory due diligence review by each of Enertopia and private company which due diligence review shall be completed or this condition waived on or before execution of the Definitive Purchase Agreement; and

b. Board Approval. Approval by the board of directors of Enertopia prior to execution of the Definitive Purchase Agreement.

The Definitive Agreement is to be completed around April 15, 2016, if need, extended for an additional 15 days by the Purchaser pending financial review completion.

Item 7.01 Regulation FD Disclosure.A copy of the news release announcing the LOI Agreement 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.

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Exhibit No. Description 10.1 Letter of Intent Agreement dated March 4, 2016 99.1 Press Release dated March 10, 2016