FORM 51-102F3 MATERIAL CHANGE REPORT UNDER SECTION ...

FORM 51-102F3
MATERIAL CHANGE REPORT
UNDER SECTION 7.1 OF NATIONAL INSTRUMENT 51-102
ITEM 1 NAME AND ADDRESS OF COMPANY
Interra Exploration Inc.
Suite 804 - 750 West Pender Street
Vancouver, BC V6C 2T7
ITEM 2 DATE OF MATERIAL CHANGE
April 12, 2010
ITEM 3 NEWS RELEASE
April 12, 2010
ITEM 4 SUMMARY OF MATERIAL CHANGE
Interra Exploration Inc. is pleased to announce that it has entered into a binding letter
agreement dated February 12, 2010 with Rogi Mining Limited and Igor Vishnevskiy,
president and principal shareholder of Rogi Mining, whereby Interra is proposing to acquire
up to 100% of Rogi Mining. Rogi Mining holds the exploration and exploitation rights to a
gold mining property and project situated in the mining district of Karenda/Masogwe, Republic
of Rwanda. The transaction with Rogi Mining is intended to constitute Interra’s Qualifying
Transaction.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
See attached news release.
ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102
N/A
ITEM 7 OMITTED INFORMATION
N/A
ITEM 8 EXECUTIVE OFFICER
Sokhie Puar, Director; Telephone: 604-601-2007
ITEM 9 DATE OF REPORT
Dated at Vancouver, B.C. this 12 th day of April, 2010.

4328100.qt010f.doc
INTERRA EXPLORATION INC.
News Release
INTERRA EXPLORATION INC.
TO ACQUIRE RWANDAN GOLD PROPERTY
April 12, 2010 – Interra Exploration Inc. (TSX-V: ITA.P) is pleased to announce that it has entered into a
binding letter agreement dated February 12, 2010 with Rogi Mining Limited and Igor Vishnevskiy,
president and principal shareholder of Rogi Mining, whereby Interra is proposing to acquire up to 100%
of Rogi Mining. Rogi Mining holds the exploration and exploitation rights to a gold mining property and
project situated in the mining district of Karenda/Masogwe, Republic of Rwanda. The transaction with
Rogi Mining is intended to constitute Interra’s Qualifying Transaction.
Information on Rogi Mining
Rogi Mining is a private limited company incorporated under the Companies Law of the Republic of
Cyprus. Mr. Vishnevskiy is the principal shareholder of Rogi Mining, currently holding 80% of the
outstanding shares of Rogi Mining.
Rogi Mining is the registered holder of a license and special permit by the Rwandan Ministry of Lands,
Environment, Forests, Water and Mines, conferring upon Rogi Mining exploration and exploitation rights to
a gold mining property known as the Miyove Gold Project, which is located in the mining district of
Karenda/Masogwe.
Rogi Mining has entered into a consulting agreement with Kleimber Construction LMD, a company
incorporated under the laws of the Republic of Rwanda, whereby Kleimber will provide ongoing services to
Rogi Mining in connection with the exploration and development of the Miyove Gold Project and assisting
with regulatory requirements in Rwanda. Robert Weicker, P. Geo., is a consultant to Kleimber and a
qualified person under NI 43-101. In exchange for consulting and management services, Kleimber has the
right to receive a 34% equity interest in Rogi Mining.
Information on the Miyove Gold Project, Rwanda
Rwanda is a politically stable country with the highest economic growth rate of East African countries
(2008) and a leader who promotes open and transparent business development. Rwanda is relatively
unexplored in terms of gold, but is a current producer of tungsten, tin and coltan (columbite-tantalite ore).
Rogi Mining owns three groups of properties in Rwanda with the principal asset being the Miyove Gold
Project located in the northern province of Rwanda, Burea and Gicumbi Districts. The Miyove Gold
Project comprises 2,937 hectares over the largest historic gold producing areas.
Rogi Mining’s compilation of government and international reports estimates historic production by
artesian miners resulting in approximately 2.5 to 4 metric tons of gold (80,400 to 128,600 ounces) in the
1930’s and 1940’s. Gold was worked from a depth of 50-60 m, including in placer deposits.
Gold was discovered and initially mined in the 1930’s by the Minetein Company, which completed
exploration and production (alluvial and parent gold) from the Karenda, Baradega, Masogwe and the
Mutonga zones. In 1984 and 1985, a Belgian company associated with the United Nations (UN)
conducted geological prospecting, geochemical surveys, trenching and pitting, and underground
development. From 1986 through 1988 the UN completed exploration programs including geological

mapping, geochemical (soil sampling), geophysical (MAG & VLF-EM), trenching, and diamond drilling.
The best intersection from this program was in hole MK-03, from 88.0 to 94.0 m averaging 24.93 g/t Au
over 6.0 metres (assays cut to (1 oz/t) 34.29 g/t). Diamond drilling to date comprises only 2,258 metres in
16 holes directed at three mineralized zones. Previous soil geochemical surveys have been useful and
highly efficient in indentifying new gold mineralized zones. Two surveys, in 1985 by the PRM and 1987
by the UN, formed the basis for successful follow-up work, and several targets remain to be tested.
From 2006-2009, Rogi Mining completed geological mapping, extensive trenching with detailed
sampling, limited underground development, metallurgical and processing studies, and thin section
analysis. Rogi Mining completed internal calculations of quantity and grade in accordance with Russian
standards in the range of 4.4 to 4.5 million tonnes grading 2.77 to 3.01 grams per tonne gold for a
contained quantity of 12.2 to 13.6 tonnes (393,900 to 438,800 ounces) of gold. These estimates
completed by Rogi were not compiled within the definitions and standards outlined in National
Instrument 43-101. In addition Rogi did not complete any drilling. Accordingly the potential quantity
and grade should be considered as conceptual in nature, and there has been insufficient exploration to
define a mineral resource in accordance with National Instrument 43-101. It is uncertain whether further
exploration will result in the target being delineated as a mineral resource.
The Miyove Gold Project is underlain by rocks of the Central African Mesoproterozoic-aged Kibara
orogen that extends from Katanga (Democratic Republic of Congo, DRC) in the south, to southern
Uganda in the north. The Kibaran geology on the property consists of shale, siltstone, sandstone, and rare
conglomerate units. Mineralization is associated with multiple NW-SE trending gold-bearing quartz veins
and stockworks, and associated wall rock alteration comprising kaolinization and iron oxidation.
Rogi Mining’s exploration activities from 2006 to 2009, with expenditures in excess of Cdn.$2.0 million,
have indicated encouraging gold mineralization on surface and at shallow depths on the Miyove Gold
Project. Rogi Mining and Kleimber are well established in Rwanda, are complemented by contract
personnel with experience and knowledge in the country, and have the ability to conduct efficient and
effective exploration programs.
Interra has engaged J. Garry Clark, P.Geo. with Clark Exploration Consulting of Thunder Bay, Ontario to
prepare a technical report on the Miyove Gold Project in the form required under National Instrument 43-
101. Subject to the recommendations in the technical report, additional exploration on the Miyove Gold
Project is expected to involve an initial exploration program comprising approximately 3,000 metres of
drilling to test multiple gold targets, at an estimated cost of $1.2 million. The report will be filed on
SEDAR when available.
Transaction Terms
The acquisition of Rogi Mining is proposed to occur by way of a share purchase option, whereby Interra
will have the right to purchase all of the issued and outstanding shares of Rogi Mining in exchange for cash
payments of $2,750,000 and the issuances of 5,700,000 common shares of Interra, over a period of five
years as follows:
$156,250 and 950,000 shares on closing of the transaction;
$312,500 and 950,000 shares on the first and second anniversaries of the closing;
$343,750 and 950,000 shares on the third anniversary of the closing; and
$1,300,000 and 1,900,000 shares on or before the fifth anniversary of the closing.
Of the cash payments, $400,000 payable to Mr. Vishnevskiy will be credited to outstanding debt owing to
him by Rogi Mining.
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Interra will pay a finder’s fee in connection with the transaction with Rogi Mining in accordance with the
parameters permitted under the policies of the TSX Venture Exchange.
Upon closing of the transaction Interra anticipates changing its name to Simba Gold Limited.
The closing of the transaction is subject to various conditions, including entering into a definitive
agreement, completion of due diligence, obtaining all required regulatory and stock exchange approvals,
and third party agreements, and completion of a private placement.
Private Placement
In connection with the acquisition of Rogi Mining, Interra will conduct a private placement for proceeds of
between $3,000,0000 to $5,000,000. The terms of the private placement will be determined at a later date
and will be announced by subsequent press release. The proceeds of the private placement, combined with
other funds available to Interra, will be used to fund a portion of the cash payments to the shareholders of
Rogi Mining and for exploration work on the Property.
Proposed Board of Directors and Management
On completion of the Transaction it is expected that the board of directors of the Company will consist of
six directors, three of which will be existing directors of Interra, and three of which will be new directors.
The proposed new directors are Mr. Robert Weicker, Mr. Igor Vishnevskiy and Mr. Werner Ullmann.
Following is a summary of the backgrounds of each of the proposed new directors.
Mr. Robert Weicker, P. Geo has over twenty-five years in the mineral exploration and mining industry,
from greenfield exploration to production operations. His early career included serving as a geologist to
several Noranda Mines Group companies, Lacana Mining Corp, PanContinental Mining Ltd., and Derry,
Mitchener, Booth and Wahl. Mr. Weicker joined Lac Minerals in 1984, and in 1988, was appointed chief
geologist at the Williams mine, the largest gold mine in Canada. In 1989 he assumed the role as chief
mining geologist for Equinox Resources Ltd. and was involved with the startup, development and
production of the Van Stone zinc mine in Washington; exploration and development of the Rosebud UG
gold mine in Nevada; and direct supervision of the development program on a polymetallic deposit in
British Columbia, resulting in a significant expansion of reserves and the discovery of the Yellow Jacket
zinc deposit. Since Equinox Mr. Weicker has worked extensively with a wide range of junior mining
companies and has built a consulting company, with a focus on Asia, Mongolia, Nevada, and more
recently Africa. Mr. Weicker was president and CEO of Silver Quest Resources Ltd., until October 2009
and has experience serving on the boards of several junior mining companies. He is a graduate of the
University of Waterloo in Ontario and is a professional geoscientist of the Association of Professional
Engineers and Geoscientists of British Columbia. Mr. Weicker is a part-time resident of Rwanda.
Mr. Igor Vishnevskiy, has been involved in commodities trading and mining projects for over 17 years.
Commencing in 1993 he was a trader with the aluminum department of March Rich and Co. in Russia. In
1994, Mr. Vishnevskiy became the head of the aluminum division of Glencore International AG in
Russia. In 1998 he was promoted to the position of Head of Representative Office of Glencore
International AG and until 2003 was extensively involved in coordinating Glencore’s major acquisitions
within the Russian metallurgical and mining industry. In 2004 Mr. Vishnevskiy founded Laviste Trading
Ltd., a private mineral exploration company with a focus on Africa. Laviste is a also a majority
shareholder of Rogi.
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Mr. Werner Ullmann has founded several companies in the mining industry over the last 9 years. From
2001 to 2004, Mr. Ullmann was an equity analyst at Dr Jens Ehrhardt Kapital AG where he designed and
structured the DJE Gold & Ressourcen Fund, for which he acted as fund manager. From 2004 to 2005,
Mr. Ullmann was the founder and Chief Executive Officer of Ullmann, Schmidt & Co. Resource Consult,
which specialized in analysing junior mining companies. Since 2005, Mr. Ullmann structured and acted
as Chief Executive Officer of ERA Resources GmbH, which provides asset management strategy advice
for banks and investment funds. In 2010, Mr. Ullmann founded and currently acts as the Chief Executive
Officer of Placer Gold International Corp., a private company. Since 2007, Mr. Ullmann has also
provided consultant services to numerous resource funds involved with ERA Resources GmbH.
Other Matters
The transaction with Rogi Mining is intended to constitute Interra’s Qualifying Transaction under the
policies of the Exchange. The shares of Interra will remain halted until various filings are made with the
Exchange, the Exchange has conducted a preliminary review of the transaction, and background reviews
have been completed on the proposed directors.
Mackie Research Capital Corporation has agreed to act as sponsor in connection with the Qualifying
Transaction, subject to completion of customary preliminary due diligence reviews.
The Transaction is not a Non Arm’s Length Qualifying Transaction as that term is defined in the
Exchange policies and is therefore not subject to shareholder approval by Interra’s shareholders.
A filing statement in respect of the proposed Qualifying Transaction will be prepared and filed in
accordance with TSX Venture Exchange policies on SEDAR at www.sedar.com no less than 7 business
days prior to the closing of the proposed Qualifying Transaction. A press release will be issued once the
filing statement has been filed.
Robert Weicker, PGeo, is a qualified person as defined by National Instrument 43-101 and supervised
preparation of the scientific and technical information in this release.
INTERRA CAPITAL CORP.
For further information, please contact:
Sokhie Puar, Director
Telephone: 604.601.2007
Email: sokhie@snjcapital.com
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any information released or received with
respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this press release.
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Mackie Research Capital Corporation, subject to completion of satisfactory due diligence, has agreed to
act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as
any assurance with respect to the merits of the transaction or the likelihood of completion.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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