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OPTION AGREEMENT

THIS AGREEMENT made as of the 14th day of July, 2009
(the Effective Date).

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 is the beneficial owner of a mineral claim
referred to as the Frances Property located in the Vancouver Mining District
of British Columbia, Canada.

B. The Optionor has agreed to grant an exclusive option to the
Optionee to acquire an interest in and to the mineral claimon the terms
and subject to the conditions of this Agreement.

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

1. DEFINITIONS

1.1 For the purposes of this Agreement the following words and
phrases shall have the following meanings, namely:

| | (a) | "Exploration and Development" means any and all
      activities comprising or undertaken in connection with the exploration and
      development of the Property, the construction of a mine and mining
      facilities on or in proximity to the Property and placing the Property
      into commercial production;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                         
| | (b) | "Exploration Expenditures means all reasonable and
      necessary monies expended on or in connection with Exploration and
      Development as determined in accordance with generally accepted accounting
      principles including, without limiting the generality of the
    foregoing:                         
| |     |                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                    

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| | (iii)  | all filing and other fees and charges necessary or
      advisable to keep the Property in good standing with any regulatory
      authorities having jurisdiction;                                                                                                                                                         
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                             
| | (iv)   | all rentals, royalties, taxes (exclusive of all income
      taxes and mining taxes based on income and which are or may be assessed
      against any of the parties hereto) and any assessments whatsoever, whether
      the same constitute charges on the Property or arise as a result of the
      operation thereon;
| |        |                                                                                                                                                                                                                                                                                                                             
| | (v)    | the cost, including rent and finance charges, of all
      buildings, machinery, tools, appliances and equipment and related capital
      items that may be erected, installed and used from time to time in
      connection with Exploration and Development;                                                            
| |        |                                                                                                                                                                                                                                                                                                                             
| | (vi)   | the cost of construction and maintenance of camps
      required for Exploration and Development;                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                             
| | (vii)  | the cost of transporting persons, supplies, machinery and
      equipment in connection with Exploration and Development;                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                             
| | (viii) | all wages and salaries of persons engaged in Exploration
      and Development and any assessments or levies made under the authority of
      any regulatory body having jurisdiction with respect to such persons or
      supplying food, lodging and other reasonable needs for such
  persons;                         
| |        |                                                                                                                                                                                                                                                                                                                             
| | (ix)   | all costs of consulting and other engineering services
      including report preparation;                                                                                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                             
| | (x)    | the cost of compliance with all statutes, orders and
      regulations respecting environmental reclamation, restoration and other
      like work required as a result of conducting Exploration and Development;
      and                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                             
| | (xi)   | all costs of searching for, digging, working, sampling,
      transporting, mining and procuring diamonds, other minerals, ores, and
      metals from and out of the Property;                                                                                                                                             

| | (c) | Mineral Claim means the mineral claim described in
      Schedule A to this Agreement, including: (i) any replacement or successor
      claims; and (ii) all mining leases and other mining interests derived from
      any such claims;                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                   
| | (d) | "Option" means the option to acquire a 60% undivided
      interest in and to the Property as provided in this Agreement;                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                   
| | (e) | "Option Period" means the period from the date of this
      Agreement to and including the date of exercise or termination of the
      Option;                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                   
| | (f) | "Property" means the Mineral Claim and the Property
      Rights; and                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                   
| | (g) | "Property Rights" means all licenses, permits, easements,
      rights-of-way, certificates and other approvals obtained by either of the
      parties either before or after the date of this Agreement in connection
      with the Mineral Claim and necessary for the exploration of the Mineral
      Claim.

1.2 Unless otherwise noted, all currency references contained
in this Agreement shall be deemed to be references to Canadian funds.

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2. GRANT AND EXERCISE OF OPTION

2.1 The Optionor hereby grants to the Optionee the sole and
exclusive right and option to acquire a 60% undivided interest in and to the
Property free and clear of all charges, encumbrances and claims on the following
terms and subject to the following conditions:

| | (a) | The Option shall be exercised by the Optionee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | In the event that the Optionee spends, in any of the
      above periods, less than the specified sum, it may pay to the Optionor the
      difference between the amount it actually spent and the specified sum
      before the expiry of that period in full satisfaction of the Exploration
      Expenditures to be incurred. In the event that the Optionee spends, in any
      period, more than the specified sum, the excess shall be carried forward
      and applied to the Exploration Expenditures to be incurred in succeeding
      periods.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | Upon exercise of the Option, a 60% undivided right, title
      and interest in and to the Property shall vest in the Optionee free and
      clear of all charges, encumbrances and claims.                                                                                                                                                                                                                                                                                                                                                                  

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3. TRANSFER OF TITLE

3.1 Upon execution of this Agreement, the Optionee shall be
entitled to record this Agreement against title to the Property.

3.2 Upon exercise of the Option in accordance with Section 2.1,
the Optionor shall deliver to the Optionee a duly executed bill of sale or quit
claim deed and such other executed documents of transfer as required, in the
opinion of the Optionee's lawyers, for the transfer of an undivided 60% interest
in the Property to the Optionee.

4. RIGHT OF ENTRY

4.1 During the Option Period, the Optionee, its servants,
agents and workmen and any persons duly authorised by the Optionee, shall have
the right of access to and from and to enter upon and take possession of and
prospect, explore and develop the Property in such manner as the Optionee in its
sole discretion may deem advisable for the purpose of incurring Exploration
Expenditures as contemplated by Section 2, and shall have the right to remove
and ship therefrom ores, minerals, metals, or other products recovered in any
manner therefrom.

5. COVENANTS OF THE OPTIONEE

5.1 The Optionee covenants and agrees that during the term of
this Agreement:

| | (a) | the Optionee shall keep the Property clear of all liens,
      encumbrances and other charges;                                                                                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (b) | the Optionee shall carry on all operations on the
      Property in a good and workmanlike manner and in compliance with all
      applicable governmental regulations and restrictions including but not
      limited to the posting of any reclamation bonds as may be required by any
      governmental regulations or regulatory authorities;
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (c) | the Optionee shall pay or cause to be paid any rates,
      taxes, duties, royalties, workers compensation or other assessments or
      fees levied with respect to its operations thereon;                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (d) | the Optionee shall pay the yearly claim maintenance
      payments necessary to maintain the claims in good standing;                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (e) | the Optionee shall maintain books of account in respect
      of its expenditures and operations on the Property and, upon reasonable
      notice, shall make such books available for inspection by representatives
      of the Optionor;                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (f) | the Optionee shall allow any duly authorised agent or
      representative of the Optionor to inspect the Property at reasonable times
      and intervals and upon reasonable notice given to the Optionee;                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (g) | the Optionee shall allow the Optionor access at
      reasonable times to all maps, reports, sample results and other technical
      data prepared or obtained by the Optionee in connection with its
      operations on the Property; and                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                    
| | (h) | the Optionee shall indemnify and save the Optionor
      harmless of and from any and all costs, claims, loss and damages
      whatsoever incidental to or arising out of any work or operations carried
      out by or on behalf of the Optionee on the Property, including any
      liability of an environmental nature.                     

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6. REPRESENTATIONS AND WARRANTIES

6.1 The Optionor hereby represents and warrants to the Optionee
and covenants with the Optionee that:

| | (a) | the Property is in good standing with all regulatory
      authorities having jurisdictions and all required claim maintenance
      payments have been made;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | the Optionor is, and at all times during the term of this
      Agreement will be, the recorded holder and beneficial owner of all of the
      Property free and clear of all liens, charges and claims of others and no
      taxes or rentals are or will be due in respect of any of the mineral
      claims;                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | the Mineral Claim has been duly and validly located and
      recorded pursuant to the laws of the jurisdiction in which the Property is
      situate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | the Property is free and clear of any encumbrances, liens
      or charges and neither the Optionor nor, to the best of the Optionors
      knowledge, any of his predecessors in interest or title, have done
      anything whereby the Property may be encumbered;                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e) | the Optionor has the right to enter into this Agreement
      and to deal with the Property in accordance with the terms of this
      Agreement, there are no disputes over the title to the Property, and no
      other party has any interest in the Property or the production therefrom
      or any right to acquire any such interest;                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) | there is no litigation, proceeding or investigation
      pending or threatened against the Assignor or, to the best of the
      knowledge of the Assignor after due inquiry, the Vendors, the Option
      Agreement or the Property, nor does the Assignor know, or have any grounds
      to know after due inquiry, of any basis for any litigation, proceeding or
      investigation which would affect the Option Agreement or the
    Property;                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) | the Option Shares will be restricted securities within
      the meaning of the Securities Act of 1933 (the Securities Act) and will
      be issued to the Optionor in accordance with Regulation S of the
      Securities Act. Any certificates representing the Option Shares will be
      endorsed with the following legend in accordance with Regulation S of the
      Securities Act:                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND HAVE BEEN ISSUED IN
      RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | the Optionor is not a U.S. Person as defined by
      Regulation S of the Securities Act and is not acquiring the Option Shares
      for the account or benefit of a U.S. Person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | the Optionor is acquiring the Option Shares for
      investment purposes, only, with no present intention of dividing its
      interest with others or reselling or otherwise disposing of any or all of
      the Option Shares; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| | (j) | the Optionor was not in the United States at the time the
      offer to acquire the Option Shares was received.
| | --- | ----------------------------------------------------------------------------------------------------------------

6.2 The Optionee hereby represents and warrants that:

| | (a) | it has full corporate power and authority to enter into
      this Agreement and the entering into of this Agreement does not conflict
      with any applicable laws or with its charter documents or any contract or
      other commitment to which it is party; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                        
| | (b) | the execution of this Agreement and the performance of
      its terms have been duly authorised by all necessary corporate actions
      including the resolution of its board of
directors.                                                                          

7. ASSIGNMENT

7.1 The Optionee may at any time either during the Option
Period or thereafter, sell, transfer or otherwise dispose of all or any portion
of its interest in and to the Property and this Agreement provided that any
purchaser, grantee or transferee of any such interest shall have first delivered
to the Optionor its agreement relating to this Agreement and to the Property,
containing:

| | (a) | a covenant to perform all the obligations of the Optionee
      to be performed under this Agreement in respect of the interest to be
      acquired by it from the Optionee to the same extent as if this Agreement
      had been originally executed by such purchaser, grantee or transferee;
      and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                            
| | (b) | a provision subjecting any further sale, transfer or
      other disposition of such interest in the Property and this Agreement or
      any portion thereof to the restrictions contained in this paragraph
      (a).                                                                                   

No assignment by the Optionee of any interest less than its
entire interest in this Agreement and in the Property shall, as between the
Optionee and the Optionor, discharge it from any of its obligations hereunder,
but upon the transfer by the Optionee of the entire interest at the time held by
it in this Agreement, whether to one or more transferees and whether in one or
in a number of successive transfers, the Optionee shall be deemed to be
discharged from all obligations hereunder save and except for the fulfilment of
contractual commitments accrued due prior to the date on which the Optionee
shall have no further interest in this Agreement.

7.2 If the Optionor should receive a bona fide offer from an
independent third party (the "Proposed Purchaser") dealing at arm's length with
the Optionor to purchase all or a part of its interest in the Property, which
offer the Optionor desires to accept, or if the Optionor intends to sell all or
a part of its interest in the Property:

| | (a) | The Optionor shall first offer (the "Offer") such
      interest in writing to the Optionee upon terms no less favourable than
      those offered by the Proposed Purchaser or intended to be offered by the
      Optionor, as the case may be.                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The Offer shall specify the price, terms and conditions
      of such sale, the name of the Proposed Purchaser and shall, in the case of
      an intended offer by the Optionor, disclose the person or persons to whom
      the Optionor intends to offer its interest and, if the offer received by
      the Optionor from the Proposed Purchaser provides for any consideration
      payable to the Optionor otherwise than in cash, the Offer shall include
      the Optionor's good faith estimate of the cash equivalent of the non-cash
      consideration.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | If within a period of 60 days of the receipt of the Offer
      the Optionee notifies the Optionor in writing that it will accept the
      Offer, the Optionor shall be bound to sell such interest
  to                                                                                                                                                                                                                                                                                                                                                               

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| |     | the Optionee on the terms and conditions of the Offer. If
      the Offer so accepted by the Optionee contains the Optionor's good faith
      estimate of the cash equivalent of the non cash consideration as
      aforesaid, and if the Optionee disagrees with the Optionor's best
      estimate, the Optionee shall so notify the Optionor at the time of
      acceptance and the Optionee shall, in such notice, specify what it
      considers, in good faith, the fair cash equivalent to be and the resulting
      total purchase price. If the Optionee so notifies the Optionor, the
      acceptance by the Optionee shall be effective and binding upon the
      Optionor and the Optionee, and the cash equivalent of any such non-cash
      consideration shall be determined by binding arbitration and shall be
      payable by the Optionee, subject to prepayment as hereinafter provided,
      within 60 days following its determination by arbitration. The Optionee
      shall in such case pay to the Optionor, against receipt of an absolute
      transfer of clear and unencumbered title to the interest of the Optionor
      being sold, the total purchase price which is specified in its notice to
      the Optionor and such amount shall be credited to the amount determined
      following arbitration of the cash equivalent of any non-cash
      consideration.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | If the Optionee fails to notify the Optionor before the
      expiration of the time limited therefor that it will purchase the interest
      offered, the Optionor may sell and transfer such interest to the Proposed
      Purchaser at the price and on the terms and conditions specified in the
      Offer for a period of 60 days, but the terms of this paragraph shall again
      apply to such interest if the sale to the Proposed Purchaser is not
      completed within such 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | Any sale hereunder shall be conditional upon the Proposed
      Purchaser delivering a written undertaking to the Optionee, in form and
      substance satisfactory to its counsel, to be bound by the terms and
      conditions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

8. CONFIDENTIALITY OF INFORMATION

8.1 Each of the Optionee and the Optionor shall treat all data,
reports, records and other information of any nature whatsoever relating to this
Agreement and the Property as confidential, except where such information must
be disclosed for public disclosure requirements of a public company.

9. TERMINATION

9.1 Until such time as the Option is exercised pursuant to
Section 2.1, this Agreement shall terminate upon any of the following events:

| | (a) | upon the failure of the Optionee to make a payment, incur
      Exploration Expenditures or issue the Option Shares required by and within
      the time limits prescribed by Section 2.1;                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                             
| | (b) | in the event that the Optionee, not being at the time in
      default under any provision of this Agreement, gives 30 days written
      notice to the Optionor of the termination of this Agreement;                                                                                     
| |     |                                                                                                                                                                                                                                                                                             
| | (c) | in the event that the Optionee shall fail to comply with
      any of its obligations hereunder, other than the obligations contained in
      Section 2.1, and within 30 days of receipt by the Optionee of written
      notice from the Optionor of such default, the Optionee has not:  
| |     |                                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                             
| |     | In the event that the Optionee gives notice that it
      denies that a default has occurred, the Optionee shall not be deemed in
      default until the matter shall have been determined finally through such
      means of dispute resolution as such matter has been subjected to
  by

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either party.

9.2 Upon termination of this Agreement under Section 9.1, the
Optionee shall:

| | (a) | transfer any interest in title to the Property, if any,
      in good standing to the Optionor free and clear of all liens, charges, and
      encumbrances;                                                                                                                                                                                                
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                             
| | (b) | turn over to the Optionor copies of all maps, reports,
      sample results, contracts and other data and documentation in the
      possession of the Optionee or, to the extent within the Optionees
      control, in the possession of its agents, employees or independent
      contractors, in connection with its operations on the Property;
  and
| |     |                                                                                                                                                                                                                                                                                                                                                             
| | (c) | ensure that the Property is in a safe condition and
      complies with all environmental and safety standards imposed by any duly
      authorised regulatory authority.                                                                                                                                                                                   

9.3 Upon the termination of this Agreement under Paragraph 9.1,
the Optionee shall cease to be liable to the Optionor in debt, damages or
otherwise save for the performance of those of its obligations which theretofore
should have been performed, including those obligations in Section 9.2.

9.4 Upon termination of this Agreement, the Optionee shall
vacate the Property within a reasonable time after such termination, but shall
have the right of access to the Property for a period of six months thereafter
for the purpose of removing its chattels, machinery, equipment and fixtures.

10. FORCE MAJEURE

10.1 The time for performance of any act or making any payment
or any expenditure required under this Agreement shall be extended by the period
of any delay or inability to perform due to fire, strikes, labour disturbances,
riots, civil commotion, wars, acts of God, any present or future law or
governmental regulation, any shortages of labour, equipment or materials, or any
other cause not reasonably within the control of the party in default, other
than lack of finances.

11. NOTICES

11.1 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.

12. GENERAL TERMS AND CONDITIONS

12.1 The parties hereto hereby covenant and agree that they
will execute such further agreements, conveyances and assurances as may be
requisite, or which counsel for the parties may deem necessary to effectually
carry out the intent of this Agreement.

12.2 This Agreement shall constitute the entire agreement
between the parties with respect to the Property. No representations or
inducements have been made save as herein set forth. No changes, alterations or
modifications of this Agreement shall be binding upon either party until and
unless a memorandum in writing to such effect shall have been signed by all
parties hereto. This Agreement shall supersede all previous written, oral or
implied understandings between the parties with respect to the matters covered
hereby.

12.3 Time shall be of the essence of this Agreement.

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12.4 The titles to the sections in this Agreement shall not be
deemed to form part of this Agreement but shall be regarded as having been used
for convenience of reference only.

12.5 Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision shall be prohibited by or be invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

12.6 The Schedules to this Agreement shall be construed with
and as an integral part of this Agreement to the same extent as if they were set
forth verbatim herein.

12.7 Defined terms contained in this Agreement shall have the
same meanings where used in the Schedules.

12.8 This Agreement shall be governed by and interpreted in
accordance with the laws of Nevada.

12.9 This Agreement shall be governed by and interpreted in
accordance with the laws of Nevada.

12.10 This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

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

/s/ Geoffrey Goodall______________________________
GEOFFREY GOODALL

YATERRA VENTURES CORP.by its authorised signatory:

/s/ Jarrett Bousquet______________________________Signature of Authorised Signatory

JARRETT BOUSQUET ______________________________Name of
Authorised Signatory

President ______________________________Position of
Authorised Signatory

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SCHEDULE A

MINERAL CLAIM DESCRIPTION

FRANCES PROPERTY

VANCOUVER MINING DISTRICT BRITISH COLUMBIA CANADA

Description of Claim

Claim Name
    Area (Ha)
    Claim NumberFrances
    206.17
    607425


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