signed, sealed and delivered by ) mathew t. chadwick in the presence of : ) ) ) ) signature of witness ) mathew t. chadwick ) name of witness ) ) address of witness ) ) 0984329 b. c. ltd. signature of authorized signatory name and title ( 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. ) of 15, 127, 287 shares of common stock – par value $ 0. 001 enertopia corp. represented by certificate ( s ) no ( s ) and hereby irrevocably constitutes and appoints enertopia corp. ( government, municipality, corporation, etc. ) enertopia corp. 0984329 b. c. ltd. by its authorized signatory : signature of transferor guaranteed by : to : enertopia corp. ( the “ company ” ) from : mathew t. 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 ) ) 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. 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. 1 robert mcallis