Filed by sedaredgar.com - Yaterra Ventures Corp. - Exhibit 10.2






PURCHASE AGREEMENT 

THIS AGREEMENT dated for reference the 29th day of
August, 2008. 

BETWEEN: 


  
    
      
        
          HOWARD V. METZLER, a registered professional
            geologist with an address of P.O. Box 1124, Winnemucca, Nevada 89446
          

          (hereinafter called the “Vendor”) 

        

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        
          YATERRA VENTURES CORP., a Nevada corporation
            having its registered office at 8275 S. Eastern Avenue, Suite 200,
            Las Vegas, Nevada 89123 

          (hereinafter called the “Purchaser”) 

        

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.                   
The Vendor is the beneficial owner of ten mineral claims (collectively the “Blue
Jack Property”) described in Schedule “A” hereto; and 

B.                    
The Vendor wishes to sell a 100% undivided interest in and to the Blue Jack
Property to the Purchaser and the Purchaser wishes to acquire such interest
pursuant to the terms and conditions hereinafter set out. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows: 

VENDOR’S REPRESENTATIONS AND WARRANTIES 

1.                    
The Vendor represents and warrants to the Purchaser that: 

	 	(a) 	
      he is the sole recorded and beneficial owner of an
      undivided 100% interest in and to the Blue Jack Property;

	 	 	 
	 	(b) 	
      the claims comprising the Blue Jack Property have been,
      to the best of the information and belief of the Vendor, properly located
      and staked and recorded in compliance with the laws of the jurisdiction in
      which they are situate, are accurately described in Schedule “A” and are
      valid and subsisting mineral claims as at the date of this
    Agreement;

	 	 	 
	 	(c) 	
      the Blue Jack Property is and at closing will be in good
      standing under all applicable laws and regulations, all assessment work
      required to be performed and filed has







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      and will be performed and filed, all taxes and other
      payments have and will be paid and all filings have and will be
    made;

	 	 	 
	 	(d) 	
      the Blue Jack Property is free and clear of any
      encumbrances, liens or charges and neither the Vendor nor, to the best of
      the Vendor’s knowledge, any of his predecessors in interest or title, have
      done anything whereby the Blue Jack Property may be encumbered;
  and

	 	 	 
	 	(e) 	
      he has the right to enter into this Agreement and to deal
      with the Blue Jack Property in accordance with the terms of this
      Agreement, there are no disputes over the title to the Blue Jack Property,
      and no other party has any interest in the Blue Jack Property or the
      production therefrom or any right to acquire any such
  interest.



PURCHASER’S REPRESENTATIONS AND WARRANTIES 

2.                    
The Purchaser represents and warrants to the Vendor that: 

	 	(a) 	
      it has been duly incorporated, amalgamated or continued
      and validly exists as a corporation in good standing under the laws of its
      jurisdiction of incorporation, amalgamation or continuation;

	 	 	 
	 	(b) 	
      it has duly obtained all corporate authorizations for the
      execution of this Agreement and for the performance of this Agreement by
      it, and the consummation of the transactions herein contemplated will not
      conflict with or result in any breach of any covenants or agreements
      contained in, or constitute a default under, or result in the creation of
      any encumbrance under the provisions of the Articles or the constating
      documents of the Purchaser or any shareholders’ or directors’ resolution,
      indenture, agreement or other instrument whatsoever to which the Purchaser
      is a party or by which it is bound or to which it or the Blue Jack
      Property may be subject; and

	 	 	 
	 	(c) 	
      no proceedings are pending for, and the Purchaser is
      unaware of any basis for the institution of any proceedings leading to,
      the dissolution or winding up of the Purchaser or the placing of the
      Purchaser in bankruptcy or subject to any other laws governing the affairs
      of insolvent corporations.



SURVIVAL OF REPRESENTATIONS AND WARRANTIES 

3.                    
The representations and warranties in this Agreement shall survive the closing
of this transaction and shall apply to all assignments, conveyances, transfers
and documents delivered in connection with this Agreement and there shall not be
any merger of any representations and warranties in such assignments,
conveyances, transfers or documents notwithstanding any rule of law, equity or
statute to the contrary and all such rules are hereby waived. The Vendor shall
have the right to waive any representation and warranty made by the Purchaser in
the Vendor’s favor without prejudice to any of his rights with respect to any
other breach by the Purchaser and the Purchaser shall have the same right with
respect to any of the Vendor’s representations in the Purchaser’s favor. 




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PURCHASE AND SALE 

4.                    
The Vendor hereby sells and assigns and the Purchaser hereby purchases a 100%
undivided interest in and to the Blue Jack Property for the sum of $16,000 US
payable upon closing of this Agreement. 

FURTHER ASSURANCES 

5.                    
Upon payment of the Purchase Price the Vendor shall cause to be executed a Bill
of Sale or such other documents as the Purchaser may reasonably require
transferring a 100% undivided interest in and to the Blue Jack Property to the
Purchaser or its nominee which the Purchaser shall be at liberty to record
forthwith. The parties shall execute all further documents or assurances as may
be required to carry out the full intent of this Agreement. 

NOTICE 

6.                    
Each notice, demand or other communication required or permitted to be given
under this Agreement shall be in writing and shall be delivered, telegraphed or
telecopied to such party at the address for such party specified above. The date
of receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered or telegraphed or, if given by telecopier, shall
be deemed conclusively to be the next business day. Either party may at any time
and from time to time notify the other party in writing of a change of address
and the new address to which notice shall be given to it thereafter until
further change. 

PAYMENT 

7.                    
All references to monies hereunder will be in United States funds. All payments
to be made to any party hereunder may be made by check mailed or delivered to
such party to its address for notice purposes as provided herein. 

CLOSING 

8.                    
Unless otherwise agreed to by the parties, the closing of this Agreement shall
occur on September 8, 2008. 

ENTIRE AGREEMENT 

9.                    
This Agreement constitutes the entire agreement between the parties and replaces
and supersedes all agreements, memoranda, correspondence, communications,
negotiations and representations, whether verbal or express or implied,
statutory or otherwise, between the parties with respect to the subject matter
herein. 

GENDER 

10.                    Wherever
the singular or neuter are used herein the same shall be deemed to include the
plural, feminine or masculine. 




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ENUREMENT 

11.                   
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. 

EXECUTION

12.                    
(a)           Counterparts.
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. 

                 
        
(b)           Fax Execution.
This Agreement may be executed by delivery of executed signature pages by fax
and such fax execution will be effective for all purposes. 

IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto as of the day and year first above written. 

/s/ Howard V. Metzler

__________________________________
HOWARD V. METZLER 

 

YATERRA VENTURES CORP.



Per:     /s/ Jarrett F.
Bousquet 
    
     ______________________________
                
Jarrett F. Bousquet, President 

 

\4485\09-Blue Jack, NV Claims\Purchase_Agmt_Blue
Jack.v3.doc 




SCHEDULE “A” 

THE BLUE JACK PROPERTY 


	Claim Name 	Area (Ha) 	NMC Number 
	PT10 	8.36 	984039 
	PT11 	8.36 	984040 
	PT12 	8.36 	984041 
	PT13 	8.36 	984042 
	PT14 	8.36 	984043 
	PT15 	8.36 	984044 
	PT16 	8.36 	984045 
	PT17 	8.36 	984046 
	PT18 	8.36 	984047 
	PT19 	8.36 	984048 



Located in Humboldt County, Nevada, USA