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FIFTH AMENDMENT AGREEMENT TO OPTION AGREEMENT

THIS AGREEMENT is dated for reference as of the 1st day
of September, 2010.

BETWEEN:

> GEOFFREY GOODALL 
>       an individual having an
>       address at Unit 154, 101  1001 
>       West Broadway Street, Vancouver, BC V6H 4E4
>       
>       (the "Optionor")

OF THE FIRST PART

AND:

> YATERRA VENTURES CORP.
>       a Nevada corporation
>       having an address at
>       1200 Dupont Street, Suite 2J, Bellingham, WA 98225
>       
>       (the "Optionee")

OF THE SECOND PART

WHEREAS:

A. The Optionor and the Optionee entered into an option
agreement dated July 14, 2009 (the Option Agreement) whereby the Optionee was
granted an option to acquire a 60% interest in the mineral claim referred to as
the Frances Property located in the Vancouver Mining District of British
Columbia, Canada.

B. On October 27, 2009, the Optionor and the Optionee entered
into an Amendment Agreement to the Option Agreement pursuant to which the
Optionor agreed to extend the due date of the Payment (as defined in the
Amendment Agreement).

C. On December 10, 2009, the Optionor and the Optionee entered
into a Second Amendment Agreement to the Option Agreement pursuant to which the
Optionor agreed to further extend the due date of certain payments, share
issuances and Exploration Expenditures (as defined in the Option Agreement).

D. On February 1, 2010, the Optionor and the Optionee entered
into a Third Amendment Agreement to the Option Agreement pursuant to which the
Optionor agreed to further extend the due date of certain payments, share
issuances and Exploration Expenditures.

E. On June 1, 2010, the Optionor and the Optionee entered into
a Fourth Amendment Agreement to the Option Agreement pursuant to which the
Optionor agreed to further extend the due date of certain payments, share
issuances and Exploration Expenditures.

F. The Optionor has now agreed to further extend the due date
of certain payments, share issuances and Exploration Expenditures on the terms
and conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSESthat in
consideration of the sum of $10.00 now paid by the Optionee to the Optionor (the
receipt of which is hereby acknowledged), the parties agree as follows:

|1. | The Optionee shall pay $500 CDN to the Optionor on
      execution of this Agreement.              
|-- | ---------------------------------------------------------------------------------------------------
|   |                                                                                                    
|2. | Section 2.1(a)(ii) of the Option Agreement is hereby
      deleted and replaced with the following:

|   |                                                                                                      |                                                                               
|-- | ---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------
|   | (i)                                                                                                 | paying the Optionor $12,500 CDN as follows:                                   
|   |                                                                                                      |                                                                               
|   |                                                                                                      | (A)                                                                           
|   |                                                                                                      |                                                                               
|   |                                                                                                      | (B)                                                                           
|   |                                                                                                      |                                                                               
|3. | Section 2.1(a)(iii) of the Option Agreement is hereby
      deleted and replaced with the following:
|   |                                                                                                      |                                                                               
|   | (iii)                                                                                               | incurring Exploration Expenditures of $160,000 CDN on
the Property as follows;
|   |                                                                                                      |                                                                               
|   |                                                                                                      | (A)                                                                           

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|   |                                                                                                     | (B) | a further $150,000 CDN on or before the third
    anniversary of the Effective Date.
|-- | --------------------------------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------------------
|   |                                                                                                    
|4. | Section 2.1(a)(iv) of the Option Agreement is hereby
      deleted and replaced with the following:

| |       |                                                                                          |                                                                                                                                                             
| | ----- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) | Issuing shares of the Optionees common stock (the
Shares) to the Optionor as follows:
| |       |                                                                                          |                                                                                                                                                             
| |       | (A)                                                                                      | 2,000 Shares on or before March 15, 2011;                                                                                                                   
| |       |                                                                                          |                                                                                                                                                             
| |       | (B)                                                                                      | an additional 3,000 Shares on or before April 15, 2011;
      and                                                                                           
| |       |                                                                                          |                                                                                                                                                             
| |       | (C)                                                                                      | an additional 10,000 Shares within on or before the
      second anniversary of the Effective Date.
      (collectively referred to as the Option Shares)

|   |                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The parties confirm that the terms, covenants and
      conditions of the Option Agreement remain unchanged and in full force and
      effect, except as modified by this Agreement.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                               
|6. | This Agreement has been prepared by ONeill Law Group
      PLLC acting solely on behalf of the Optionor and the Optionee acknowledges
      that it has been advised to obtain independent legal advice.                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                               
|7. | Except as otherwise expressly provided herein, the
      provisions hereof shall inure to the benefit of, and be binding upon, the
      successors, assigns, heirs, executors and administrators of the parties
      hereto.                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                               
|8. | This Agreement constitutes the full and entire
      understanding and agreement between the parties with regard to the subject
      hereof.                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                               
|9. | This Agreement may be executed in two or more
      counterparts, each of which shall constitute an original, but all of
      which, when taken together, shall constitute but one instrument, and shall
      become effective when one or more counterparts have been signed by each
      party hereto and delivered to the other parties.

IN WITNESS WHEREOFthe parties hereto have executed this
Agreement as of the 10th day of December, 2010.

SIGNED, SEALED AND DELIVERED GEOFFREY GOODALLin
the presence of:

|                             |  | /s/
      Geoffrey Goodall
|---------------------------- |  | --------------------------
|Signature of Witness         |  | GEOFFREY GOODALL          
|                             |  |                           
|                             |  |                           
|Name of Witness              |  |                           
|                             |  |                           
|                             |  |                           
|Address                      |  |                           
|                             |  |                           
|YATERRA VENTURES CORP.       |  |                           
|by its authorized signatory: |  |                           
|                             |  |                           
|/s/ David K.
      Ryan      |  |                           
|Authorized Signatory         |  |                           

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