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|YATERRA VENTURES CORP.          
|--------------------------------
|AUDIT COMMITTEE CHARTER         
|(Adopted
      December 9, 2009)

|I. | MANDATE
|-- | -------

The Audit Committee (the Committee) of the Board of Directors
(the Board) of Yaterra Ventures Corp. (the Company) shall assist the Board
in fulfilling its financial oversight responsibilities. The Committees primary
duties and responsibilities under this mandate are to serve as an independent
and objective party to monitor:

|1. | The quality and integrity of the Companys financial
      statements and other financial information;      
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|   |                                                                                                             
|2. | The compliance of such statements and information with
      legal and regulatory requirements;             
|   |                                                                                                             
|3. | The qualifications and independence of the Companys
      independent external auditor (the Auditor); and
|   |                                                                                                             
|4. | The performance of the Companys internal accounting
      procedures and Auditor.                          

|II. | STRUCTURE AND OPERATIONS
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|    |                         
|A.  | Composition             

The Committee shall be comprised of a minimum of one member.

|B. | Qualifications
|-- | --------------

Each member of the Committee must be able to read and
understand fundamental financial statements, including the Companys balance
sheet, income statement, and cash flow statement.

|C. | Appointment and Removal
|-- | -----------------------

In accordance with the By-laws of the Company, the members of
the Committee shall be appointed by the Board and shall serve until such
members successor is duly elected and qualified or until such members earlier
resignation or removal. Any member of the Committee may be removed, with or
without cause, by a majority vote of the Board.

|D. | Chair
|-- | -----

Unless the Board shall select a Chair, the members of the
Committee shall designate a Chair by the majority vote of all of the members of
the Committee. The Chair shall call, set the agendas for and chair all meetings
of the Committee.

|E. | Sub-Committees
|-- | --------------

The Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the authority to
grant pre-approvals of audit and permitted non-audit services, provided

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that a decision of such subcommittee to grant a pre-approval
shall be presented to the full Committee at its next scheduled meeting.

|F. | Meetings
|-- | --------

The Committee shall meet as frequently as circumstances
dictate. The Auditor shall be given reasonable notice of, and be entitled to
attend and speak at, each meeting of the Committee concerning the Companys
annual financial statements and, if the Committee feels it is necessary or
appropriate, at every other meeting. On request by the Auditor, the Chair shall
call a meeting of the Committee to consider any matter that the Auditor believes
should be brought to the attention of the Committee, the Board or the
shareholders of the Company.

As part of its goal to foster open communication, the Committee
may periodically meet separately with each of management and the Auditor to
discuss any matters that the Committee or any of these groups believes would be
appropriate to discuss privately. In addition, the Committee should meet with
the Auditor and management annually to review the Companys financial statements
in a manner consistent with Section III of this Charter.

The Committee may invite to its meetings any director, any
manager of the Company, and any other person whom it deems appropriate to
consult in order to carry out its responsibilities. The Committee may also
exclude from its meetings any person it deems appropriate to exclude in order to
carry out its responsibilities.

|III. | DUTIES      
|---- | ------------
|     |             
|A.   | Introduction

The following functions shall be the common recurring duties of
the Committee in carrying out its purposes outlined in Section I of this
Charter. These duties should serve as a guide with the understanding that the
Committee may fulfill additional duties and adopt additional policies and
procedures as may be appropriate in light of changing business, legislative,
regulatory or other conditions. The Committee shall also carry out any other
responsibilities and duties delegated to it by the Board from time to time
related to the purposes of the Committee outlined in Section I of this
Charter.

The Committee, in discharging its oversight role, is empowered
to study or investigate any matter of interest or concern which the Committee in
its sole discretion deems appropriate for study or investigation by the
Committee.

The Committee shall be given full access to the Companys
internal accounting staff, managers, other staff and Auditor as necessary to
carry out these duties. While acting within the scope of its stated purpose, the
Committee shall have all the authority of, but shall remain subject to, the
Board.

|B. | Powers and Responsibilities
|-- | ---------------------------

The Committee will have the following responsibilities and, in
order to perform and discharge these responsibilities, will be vested with the
powers and authorities set forth below, namely, the Committee shall:

Independence of Auditor

|1. | Review and discuss with the Auditor any disclosed
      relationships or services that may impact the objectivity and independence
      of the Auditor and, if necessary, obtain a formal written statement from
      the Auditor setting forth all relationships between the Auditor and the
      Company, consistent with Independence Standards Board Standard
  1.
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|2. | Take, or recommend that the Board take, appropriate
      action to oversee the independence of the Auditor.                                                                                         
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|   |                                                                                                                                                                                                      
|3. | Require the Auditor to report directly to the
      Committee.                                                                                                                                       
|   |                                                                                                                                                                                                      
|4. | Review and approve the Companys hiring policies
      regarding partners, employees and former partners and employees of the
      Auditor and former independent external auditor of the
  Company.

Performance & Completion by Auditor of its Work

|5. | Be directly responsible for the oversight of the work by
      the Auditor (including resolution of disagreements between management and
      the Auditor regarding financial reporting) for the purpose of preparing or
      issuing an audit report or related work.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                         
|6. | Review annually the performance of the Auditor and
      recommend the appointment by the Board of a new, or re-election by the
      Companys shareholders of the existing, Auditor.                                                                                  
|   |                                                                                                                                                                                                                                                                         
|7. | Pre-approve all auditing services and permitted non-audit
      services, including the fees and terms thereof, to be performed for the
      Company by the Auditor unless such non-audit services:                                                                    
|   |                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                     

Internal Financial Controls & Operations of the
Company

|8. | Establish procedures for:
|-- | -------------------------
|   |                          
|   | (a)                      
|   |                          
|   | (b)                      

Preparation of Financial Statements

|9.  | Discuss with management and the Auditor significant
      financial reporting issues and judgments made in connection with the
      preparation of the Companys financial statements, including any
      significant changes in the Companys selection or application of
      accounting principles, any major issues as to the adequacy of the
      Companys internal controls and any special steps adopted in light of
      material control deficiencies.
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10. | Discuss with management and the Auditor any
      correspondence with regulators or governmental agencies and any employee
      complaints or published reports which raise material issues regarding the
      Companys financial statements or accounting
policies.                                                                                                                                                                                              

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|11. | Discuss with management and the Auditor the effect of
      regulatory and accounting initiatives as well as off-balance sheet
      structures on the Companys financial statements.                                                
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|    |                                                                                                                                                                                                                                       
|12. | Discuss with management the Companys major financial
      risk exposures and the steps management has taken to monitor and control
      such exposures, including the Companys risk assessment and risk
      management policies.
|    |                                                                                                                                                                                                                                       
|13. | Discuss with the Auditor the matters required to be
      discussed relating to the conduct of any audit, in particular:                                                                                                              
|    |                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                   

Public Disclosure by the Company

|14. | Review the Companys annual and quarterly financial
      statements, management discussion and analysis (MD&A) and earnings
      press releases before the Board approves and the Company publicly
      discloses this information.                                                                                                                                                                                                                                    
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15. | Review the Companys financial reporting procedures and
      internal controls to be satisfied that adequate procedures are in place
      for the review of the Companys public disclosure of financial information
      extracted or derived from its financial statements, other than disclosure
      described in the previous paragraph, and periodically assessing the
      adequacy of those procedures.                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16. | Review disclosures made to the Committee by the Companys
      Principal Executive Officer and Principal Financial Officer during their
      certification process of the Companys financial statements about any
      significant deficiencies in the design or operation of internal controls
      or material weaknesses therein and any fraud involving management or other
      employees who have a significant role in the Companys internal
      controls.

Manner of Carrying Out its Mandate

|17. | Consult, to the extent it deems necessary or appropriate,
      with the Auditor, but without the presence of management, about the
      quality of the Companys accounting principles, internal controls and the
      completeness and accuracy of the Companys financial statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                           
|18. | Request any officer or employee of the Company or the
      Companys outside counsel or Auditor to attend a meeting of the Committee
      or to meet with any members of, or consultants to, the
Committee.                                                                             
|    |                                                                                                                                                                                                                                                                                           
|19. | Meet, to the extent it deems necessary or appropriate,
      with management, any internal auditor and the Auditor in separate
      executive sessions.                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                           
|20. | Have the authority, to the extent it deems necessary or
      appropriate, to retain special independent legal, accounting or other
      consultants to advise the Committee advisors.                                                                                                   
|    |                                                                                                                                                                                                                                                                                           
|21. | Make regular reports to the
Board.                                                                                                                                                                                                                                                        

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|22. | Review and reassess the adequacy of this Charter annually
      and recommend any proposed changes to the Board for approval.                                                                                                                             
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|    |                                                                                                                                                                                                                                                           
|23. | Annually review the Committees own
performance.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                           
|24. | Provide an open avenue of communication among the
      Auditor, the Companys financial and senior management and the
    Board.                                                                                                                         
|    |                                                                                                                                                                                                                                                           
|25. | Not delegate these responsibilities other than to one or
      more independent members of the Committee the authority to pre-approve,
      which the Committee must ratify at its next meeting, non- audit services
      to be provided by the Auditor.

|C. | Limitation of Audit Committees
      Role
|-- | ------------------------------------------

While the Committee has the responsibilities and powers set
forth in this Charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Companys financial statements and disclosures
are complete and accurate and are in accordance with generally accepted
accounting principles and applicable rules and regulations. These are the
responsibilities of management and the Auditor.

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