Copy of Material Change Report filed on SEDAR - Waterton Amendment

Material Change Report - 51-102F3

Item 1  Name and Address of Company

Fire River Gold Corp. (the “Company”)

Suite 340 - 1200 West 73rd Avenue

Vancouver, BC V6P 6G5

Item 2  Date of Material Change

December 30, 2012

Item 3  News Release

The Company issued a news release via CNW Group, in Vancouver, B.C. on January 7, 2013

Item 4  Summary of Material Change

The Company has entered into an amending agreement dated December 30, 2012 (the “Amending Agreement”) with Waterton Global Value, L.P. (“Waterton”) pursuant to which it has amended the terms of its senior secured gold stream credit agreement dated March 30, 2012 as amended July 18, 2012 (the "Credit Agreement") between the Company and Waterton. 

5.1 Full Description of Material Change

Under the terms of the Amending Agreement, Waterton has agreed to an extension of the first repayment date from December 31, 2012 to July 31, 2013.  In consideration for the amendments, the Company must pay to Waterton $1,200,000 ("Additional Payable Amounts").  Subject to meeting certain conditions, the Company may be required to make payments to Waterton for the Additional Payable Amounts beginning May 2013.  Notwithstanding any payments that may be made in 2013, the Company must pay $600,000 on January 31, 2014, less any payments made in 2013, and the remaining $600,000 on October 31, 2014.

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

Blane Wilson, President and CEO  - Tel [phone]

Item 9  Date of Report

January 7, 2013