Energy Fuels Inc.: Exhibit 4.2 - Filed by newsfilecorp.com






URANERZ ENERGY CORPORATION 
2005 NONQUALIFIED STOCK
OPTION PLAN
AMENDED AND RESTATED JUNE 2011

ARTICLE I 
Purpose of Plan

This 2005 NONQUALIFIED STOCK OPTION PLAN (the "Plan") of
URANERZ ENERGY CORPORATION (the "Company") for persons employed or associated
with the Company, including without limitation any employee, director, general
partner, officer, attorney, accountant, consultant or advisor, is intended to
advance the best interests of the Company by providing additional incentive to
those persons who have a substantial responsibility for its management, affairs,
and growth by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships with the
Company. Further, the availability and offering of Stock Options under the Plan
supports and increases the Company's ability to attract, engage and retain
individuals of exceptional talent upon whom, in large measure, the sustained
progress growth and profitability of the Company for the shareholders
depends.

ARTICLE II 
Definitions

For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth
below:

"Board" shall mean the Board of Directors of the Company.

"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.

"Committee" shall mean the Compensation Committee, or such
other committee appointed by the Board, which shall be designated by the Board
to administer the Plan. The Company shall be composed of two or more persons as
from time to time are appointed to serve by the Board and may be members of the
Board or the entire Board.

"Common Shares" shall mean the Company's Common Shares $0.001
par value per share, or, in the event that the outstanding Common Shares are
hereafter changed into or exchanged for different shares or securities of the
Company, such other shares or securities.

"Company" shall mean URANERZ ENERGY CORPORATION, a Nevada
corporation, and any parent or subsidiary corporation of URANERZ ENERGY
CORPORATION, as such terms are defined in Section 425(e) and 425(f),
respectively of the Code.

“Market Price” shall mean the volume weighted average trading
price of the Common Shares on the Toronto Stock Exchange (“TSX”) or the American
Stock Exchange (“AMEX”), whichever exchange has the greater trading volume, for the five trading
days immediately preceding the date of the grant. However, (a) if the Common
Shares are not listed on the TSX or the AMEX, then the “Market Price” shall be
calculated by reference to the volume weighted average trading price of the
Common Shares for the five trading days immediately preceding the date of the
grant on any other stock exchange on which the Common Shares are listed (if more
than one, then using the exchange on which a majority of Common Shares are
traded); or (b) if the Common Shares are suspended from trading or have not
traded on the TSX, AMEX or another stock exchange for an extended period of
time, the “Market Price” will be the fair market value of the Common Shares as
determined by the board of directors of the Company using good faith
discretion.

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"Optionee" shall mean any person employed or associated with
the affairs of the Company who has been granted one or more Stock Options under
the Plan.

"Stock Option" or "NQSO" shall mean a stock option granted
pursuant to the terms of the Plan.

"Stock Option Agreement" shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase Common Shares
hereunder.

ARTICLE III 
Administration of the Plan

	 	1. 	
      The Committee shall administer the plan and accordingly,
      it shall have full power to grant Stock Options, construe and interpret
      the Plan, establish rules and regulations and perform all other acts,
      including the delegation of administrative responsibilities, it believes
      reasonable and proper.

	 	 	 
	 	2. 	
      The determination of those eligible to receive Stock
      Options, and the amount, price, type and timing of each Stock Option and
      the terms and conditions of the respective stock option agreements shall
      rest in the sole discretion of the Committee, subject to the provisions of
      the Plan.

	 	 	 
	 	3. 	
      The Committee may cancel any Stock Options awarded under
      the Plan if an Optionee conducts himself in a manner which the Committee
      determines to be inimical to the best interest of the Company and its
      shareholders as set forth more fully in paragraph 8 of Article X of the
      Plan.

	 	 	 
	 	4. 	
      The Board, or the Committee, may correct any defect,
      supply any omission or reconcile any inconsistency in the Plan or in any
      granted Stock Option, in the manner and to the extent it shall deem
      necessary to carry it into effect.

	 	 	 
	 	5. 	
      Any decision made, or action taken, by the Committee or
      the Board arising out or in connection with the interpretation and
      administration of the Plan shall be final and conclusive.

	 	 	 
	 	6. 	
      Meetings of the Committee shall be held at such times and
      places as shall be determined by the Committee. A majority of the members
      of the Committee shall constitute a quorum for the transaction of business, and the
vote of a majority of those members present at any meeting shall decide any
question brought before that meeting. In addition, the Company may take any
action otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.



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	 	7. 	
      No member of the Committee shall be liable for any act or
      omission of any other member of the Committee or for any act or omission
      on his own part, including, but not limited to, the exercise of any power
      or discretion given to him under the Plan except those resulting form his
      own gross negligence or willful misconduct.

	 	 	 
	 	8. 	
      The Company, through its management, shall supply full
      and timely information to the Committee on all matters relating to the
      eligibility of Optionees, their duties and performance, and current
      information on any Optionee's death, retirement, disability or other
      termination of association with the Company, and such other pertinent
      information as the Committee may require. The Company shall furnish the
      Committee with such clerical and other assistance as is necessary in the
      performance of its duties hereunder.



ARTICLE IV 
Shares Subject to the Plan

	 	1. 	
      The total number of shares of the Company available for
      grants of Stock Options under the Plan shall be 30,000,000 Common Shares,
      subject to adjustment as herein provided, which shares may be either
      authorized but unissued or reacquired Common Shares of the
  Company.

	 	 	 
	 	2. 	
      If a Stock Option or portion thereof shall expire or
      terminate for any reason without having been exercised in full, the
      unpurchased shares covered by such NQSO shall be available for future
      grants of Stock Options.



ARTICLE V
Stock Option Terms and Conditions

	 	1. 	
      Consistent with the Plan's purpose, Stock Options may be
      granted to any person who is performing or who has been engaged to perform
      services of special importance to management in the operation, development
      and growth of the Company.

	 	 	 
	 	2. 	
      Determination of the option price per share for any stock
      option issues hereunder shall rest in the sole and unfettered discretion
      of the Committee. Notwithstanding the foregoing, no option shall be issued
      with an option price per share less than Market Price.

	 	 	 
	 	3. 	
      All Stock Options granted under the Plan shall be
      evidenced by agreements which shall be subject to applicable provisions of
      the Plan, and such other provisions as the Committee may adopt, including
      the provisions set forth in paragraphs 2 through 11 of this Article
    V.



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	 	4. 	
      All Stock Options granted hereunder must be granted
      within twenty years from the date this Plan is adopted.

	 	 	 
	 	5. 	
      No Stock Option granted hereunder shall be exercisable
      after the expiration of ten years from the date such NQSO is granted. The
      Committee, in its discretion, may provide that an option shall be
      exercisable during such ten year period or during any lesser period of
      time. The Committee may establish installment exercise terms for a Stock
      Option such that the NQSO becomes fully exercisable in a series of
      cumulating portions. If an Optionee shall not, in any given installment
      period, purchase all the Common Shares which such Optionee is entitled to
      purchase within such installment period, such Optionee's right to purchase
      any Common Shares not purchased in such installment period shall continue
      until the expiration or sooner termination of such NQSO. The Committee may
      also accelerate the exercise of any NQSO.

	 	 	 
	 	6. 	
      A Stock Option, or portion thereof, shall be exercised by
      deliver of (i) a written notice of exercise to the Company specifying the
      number of Common Shares to be purchased, and (ii) payment of the full
      price of such Common Shares, as fully set forth in paragraph 7 of this
      Article V. No NQSO or installment thereof shall be reusable except with
      respect to whole shares, and fractional share interests shall be
      disregarded. Not less than 100 Common Shares may be purchased at one time
      unless the number purchased is the total number at the time available for
      purchase under the NQSO. Until the Common Shares represented by an
      exercised NQSO are issued to an Optionee, he shall have none of the rights
      of a shareholder.

	 	 	 
	 	7. 	
      The exercise price of a Stock Option, or portion thereof,
      may be paid:



A. In United States dollars, in cash
or by cashier's check, certified check, bank draft or money order, payable to
the order of the Company in an amount equal to the option price; or,

B. At the discretion of the Committee,
through the delivery of fully paid and nonassessable Common Shares, with an
aggregate fair market value (determined as the average of the highest and lowest
reported sales prices on the Common Shares as of the date of exercise of the
NQSO, as reported by such responsible reporting service as the Committee may
select, or if there were not transactions in the Common Shares on such day, then
the last preceding day on which transactions took place), as of the date of the
NQSO exercise equal to the option price, provided such tendered shares, or any
derivative security resulting in the issuance of Common Shares, have been owned
by he Optionee for at least 30 days prior to such exercise; or,

C. By a combination of both A and B
above.

	 	8. 	
      The Committee shall determine acceptable methods for
      tendering Common Shares as payment upon exercise of a Stock Option and may
      impose such limitations and prohibitions on the use of Common Shares to
      exercise an NQSO as it deems appropriate.



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	 	9. 	
      With the Optionee's consent, the Committee may cancel any
      Stock Option issued under this Plan and issue a new NQSO to such
      Optionee.

	 	 	 
	 	10. 	
      Except by will, the laws of descent and distribution, or
      with the written consent of the Committee, no right or interest in any
      Stock Option granted under the Plan shall be assignable or transferable,
      and no right or interest of any Optionee shall be liable for, or subject
      to, any lien, obligation or liability of the Optionee. Upon petition to,
      and thereafter with the written consent of the Committee, an Optionee may
      assign or transfer all or a portion of the Optionee's rights and interest
      in any stock option granted hereunder. Stock Options shall be exercisable
      during the Optionee's lifetime only by the Optionee or assignees, or the
      duly appointed legal representative of an incompetent Optionee, including
      following an assignment consented to by the Committee herein.

	 	 	 
	 	11. 	
      If the Committee determines that it is in the best
      interests of the Company and its shareholders and consistent with the
      stated goals and purposes of this Plan, the Committee (i) may at its sole
      discretion act to extend the term of any outstanding NQSO or conduct a
      re-pricing of any outstanding NQSO if such re-pricing acts to the benefit
      of the holder of the outstanding NQSO, or (ii) may with the consent of the
      holder of an NQSO, conduct a re-pricing of any outstanding NQSO regardless
      of whether such re-pricing acts to the benefit of the holder of the
      outstanding NQSO. Notwithstanding the foregoing, no extension of the term
      of any outstanding NQSO will act to extend the term for a period longer
      than ten years from the date of the original issuance and no NQSO shall be
      issued with an option price per share less than Market Price on the date
      of any re-pricing and all re-pricings shall be conducted in accordance
      with applicable law. In exercising its power to re-price or extend the
      term of securities under this Section, the Committee will not be required
      to seek the approval of the shareholders of the Company.

	 	 	 
	 	12. 	
      Any Optionee who disposes of Common Shares acquired on
      the exercise of a NQSO by sale or exchange either (i) within two years
      after the date of the grant of the NQSO under which the stock was
      acquired, or (ii) within one year after the acquisition of such Shares,
      shall notify the Company of such disposition and of the amount realized
      upon such disposition. The transfer of Common Shares may also be
      restricted by applicable provisions of the Securities Act of 1933, as
      amended.



ARTICLE VI 
Adjustments or Changes in
Capitalization

	 	1. 	
      In the event that the outstanding Common Shares of the
      Company are hereafter changed into or exchanged for a different number of
      kinds of shares or other securities of the Company by reason of merger,
      consolidation, other reorganization, recapitalization, reclassification,
      combination of shares, stock split-up or stock
dividend:



A. Prompt, proportionate, equitable,
lawful and adequate adjustment shall be made of the aggregate number and kind of
shares subject to Stock Options which may be granted under the Plan, such that
the Optionee shall have the right to purchase such Common Shares as may be issued in exchange for the Common
Shares purchasable on exercise of the NQSO had such merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend not taken place;

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B. Rights under unexercised Stock
Options or portions thereof granted prior to any such change, both as to the
number or kind of shares and the exercise price per share, shall be adjusted
appropriately, provided that such adjustments shall be made without change in
the total exercise price applicable to the unexercised portion of such NQSO's
but by an adjustment in the price for each share covered by such NQSO's; or,

C. Upon any dissolution or liquidation
of the Company or any merger or combination in which the Company is not a
surviving corporation, each outstanding Stock Option granted hereunder shall
terminate, but the Optionee shall have the right, immediately prior to such
dissolution, liquidation, merger or combination, to exercise his NQSO in whole
or in part, to the extent that it shall not have been exercised, without regard
to any installment exercise provisions in such NQSO.

	 	2. 	
      The foregoing adjustment and the manner of application of
      the foregoing provisions shall be determined solely by the Committee,
      whose determination as to what adjustments shall be made and the extent
      thereof, shall be final, binding and conclusive. No fractional Shares
      shall be issued under the Plan on account of any such
  adjustments.



ARTICLE VII
Merger, Consolidation or Tender
Offer

	 	1. 	
      If the Company shall be a party to a binding agreement to
      any merger, consolidation or reorganization or sale of substantially all
      the assets of the Company, each outstanding Stock Option shall pertain and
      apply to the securities and/or property which a shareholder of the number
      of Common Shares of the Company subject to the NQSO would be entitled to
      receive pursuant to such merger, consolidation or reorganization or sale
      of assets.

	 	 	 
	 	2. 	
      In the event that:



A. Any person other than the Company
shall acquire more than 20% of the Common Shares of the Company through a tender
offer, exchange offer or otherwise;

B. A change in the "control" of the
Company occurs, as such term is defined in Rule 405 under the Securities Act of
1933;

C. There shall be a sale of all or
substantially all of the assets of the Company; any then outstanding Stock
Option held by an Optionee, who is deemed by the Committee to be a statutory
officer ("insider") for purposes of Section 16 of the Securities Exchange Act of
1934 shall be entitled to receive, subject to any action by the Committee
revoking such an entitlement as provided for below, in lieu of exercise of such Stock Option, to the extent that it is then exercisable, a
cash payment in an amount equal to the difference between the aggregate exercise
price of such NQSO, or portion thereof, and, (i) in the event of an offer or
similar event, the final offer price per share paid for Common Shares, or such
lower price as the Committee may determine to conform an option to preserve its
Stock Option status, times the number of Common Shares covered by the NQSO or
portion thereof, or (ii) in the case of an event covered by B or C above, the
aggregate fair market value of the Common Shares covered by the Stock Option, as
determined by the Committee at such time.

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	 	3. 	
      Any payment which the Company is required to make
      pursuant to paragraph 2 of this Article VII, shall be made within 15
      business days, following the event which results in the Optionee's right
      to such payment. In the event of a tender offer in which fewer than all
      the shares which are validity tendered in compliance with such offer are
      purchased or exchanged, then only that portion of the shares covered by an
      NQSO as results from multiplying such shares by a fraction, the numerator
      of which is the number of Common Shares acquired purchase to the offer and
      the denominator of which is the number of Common Shares tendered in
      compliance with such offer, shall be used to determine the payment
      thereupon. To the extent that all or any portion of a Stock Option shall
      be affected by this provision, all or such portion of the NQSO shall be
      terminated.

	 	 	 
	 	4. 	
      Notwithstanding paragraphs 1 and 3 of this Article VII,
      the Company may, by unanimous vote and resolution, unilaterally revoke the
      benefits of the above provisions; provided, however, that such vote is
      taken no later than ten business days following public announcement of the
      intent of an offer of the change of control, whichever occurs
    earlier.



ARTICLE VIII 
Amendment and Termination of Plan

	 	1. 	
      The Board may at any time, and from time to time, suspend
      or terminate the Plan in whole or in part or amend it from time to time in
      such respects as the Board may deem appropriate and in the best interest
      of the Company.

	 	 	 
	 	2. 	
      No amendment, suspension or termination of this Plan
      shall, without the Optionee's consent, alter or impair any of the rights
      or obligations under any Stock Option theretofore granted to him under the
      Plan.

	 	 	 
	 	3. 	
      The Board may amend the Plan, subject to the limitations
      cited above, in such manner as it deems necessary to permit the granting
      of Stock Options meeting the requirements of future amendments or issued
      regulations, if any, to the Code.

	 	 	 
	 	4. 	
      No NQSO may be granted during any suspension of the Plan
      or after termination of the Plan.



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ARTICLE IX 
Government and Other Regulations

The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approval which shall then be in
effect and required by the relevant stock exchanges on which the Common Shares
are traded and by government entities as set forth below or as the Committee in
its sole discretion shall deem necessary or advisable. Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue Common Shares unless
the Committee has received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company may, but shall in
no event be obligated to take any other affirmative action in order to cause the
exercise of a Stock Option or the issuance of Common Shares purchase thereto to
comply with any law or regulation of any government authority.

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ARTICLE X 
Miscellaneous Provisions

	 	1. 	
      No person shall have any claim or right to be granted a
      Stock Option under the Plan, and the grant of an NQSO under the Plan shall
      not be construed as giving an Optionee the right to be retained by the
      Company. Furthermore, the Company expressly reserves the right at any time
      to terminate its relationship with an Optionee with or without cause, free
      from any liability, or any claim under the Plan, except as provided
      herein, in an option agreement, or in any agreement between the Company
      and the Optionee.

	 	 	 
	 	2. 	
      Any expenses of administering this Plan shall be borne by
      the Company.

	 	 	 
	 	3. 	
      The payment received from Optionee from the exercise of
      Stock Options under the Plan shall be used for the general corporate
      purposes of the Company.

	 	 	 
	 	4. 	
      The place of administration of the Plan shall be in the
      State of Nevada, and the validity, contraction, interpretation,
      administration and effect of the Plan and its rules and regulations, and
      rights relating to the Plan, shall be determined solely in accordance with
      the laws of the State of Nevada.

	 	 	 
	 	5. 	
      Without amending the Plan, grants may be made to persons
      who are foreign nationals or employed outside the United States, or both,
      on such terms and conditions, consistent with the Plan's purpose,
      different from those specified in the Plan as may, in the judgment of the
      Committee, be necessary or desirable to create equitable opportunities
      given differences in tax laws in other countries.

	 	 	 
	 	6. 	
      In addition to such other rights of indemnification as
      they may have as members of the Board or Committee, the members of the
      Committee shall be indemnified by the Company against all costs and
      expenses reasonably incurred by them in connection with any action, suite
      or proceeding to which they or any of them may be party by reason of any
      action taken or failure to act under or in connection with the Plan or any
      Stock Option granted thereunder, an against all amount paid by them in
      settlement thereof (provided such settlement is approved by independent
      legal counsel selected by the Company) or paid by them in satisfaction of
      a judgment in any such action, suit or proceeding, except a judgment based
      upon a finding of bad faith; provided that upon the institution of any
      such action, suit or proceeding a Committee member shall in writing, give
      the Company notice thereof and an opportunity, at its own expense, to
      handle and defend the same before such Committee member undertakes to
      handle and defend it on his own behalf.

	 	 	 
	 	7. 	
      Stock Options may be granted under this Plan form time to
      time, in substitution for stock options held by employees of other
      corporations who are about to become employees of the Company as the
      result of a merger or consolidation of the employing corporation with the
      Company or the acquisition by the Company of the assets of the employing
      corporation or the acquisition by the Company of stock of the
    employing corporation as a result of which it become a subsidiary of the
Company. The terms and conditions of such substitute stock options so granted my
vary from the terms and conditions set forth in this Plan to such extent as the
Board of Directors of the the Company at the time of grant may deem appropriate
to conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted, but no such variations shall be such as
to affect the status of any such substitute stock options as a stock option
under Section 422A of the Code.



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	 	8. 	
      Notwithstanding anything to the contrary in the Plan, if
      the Committee finds by a majority vote, after full consideration of the
      facts presented on behalf of both the Company the Optionee, that the
      Optionee has been engaged in fraud, embezzlement, theft, commission of a
      felony or proven dishonesty in the course of his association with the
      Company or any subsidiary corporation which damaged the Company or any
      subsidiary corporation, or for disclosing trade secrets of the Company or
      any subsidiary corporation, the Optionee shall forfeit all unexercised
      Stock Options and all exercised NQSO's under which the Company has not yet
      delivered the certificates and which have been earlier granted the
      Optionee by the Committee. The decision of the Committee as to the case of
      an Optionee's discharge and the damage done to the Company shall be final.
      No decision of the Committee, however, shall affect the finality of the
      discharge of such Optionee by the Company or any subsidiary corporation in
      any manner. Further, if Optionee voluntarily terminates employment with
      the Company, the Optionee shall forfeit all unexercised stock
    options.



ARTICLE XI 
Written Agreement

Each Stock Option granted hereunder shall be embodied in a
written Stock Option Agreement which shall be subject to the terms and
conditions prescribed above and shall be signed by the Optionee and by the
President or any Vice President of the Company, for and in the name and on
behalf of the Company. Such Stock Option Agreement shall contain such other
provisions as the Committee, in its discretion shall deem advisable.

ARTICLE XII 
Effective Date

This Plan shall become unconditionally effective as of the
effective date of approval of the Plan by the Board of Directors of the Company.
No Stock Option may be granted later than twenty (20) years from the effective
date of the Plan; provided, however, that the Plan and all outstanding Stock
Options shall remain in effect until such NQSO's have expired or until such
options are cancelled.

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	Number of Shares: __________________	Date of Grant:
  __________________


NONQUALIFIED STOCK OPTION AGREEMENT

AGREEMENT made this _____ day of __________________, 200___,
between ____________________________ (the "Optionee"), and URANERZ ENERGY
CORPORATION, a Nevada corporation (the "Company").

1. Grant of Option. The Company, pursuant to the provisions of
the 2005 URANERZ ENERGY CORPORATION Nonqualified Stock Option Plan (the "2005
Plan"), set forth as Attachment A hereto, hereby grants to the Optionee, subject
to the terms and conditions set forth or incorporated herein, an Option and
Purchase from the Company all or any part of an aggregate of _______________
Common Shares, as such Common Shares are now constituted, at the purchase price
of $_______________ per share. The provisions of the 2005 Plan governing the
terms and conditions of the Option granted hereby are incorporated in full
herein by reference.

2. Exercise. The Option evidenced hereby shall be exercisable
in whole or in part (but only in multiples of 100 Shares unless such exercise is
as to the remaining balance of this Option) on or after __________________,
20___ and on or before _________________, 20___, provided that the cumulative
number of Common Shares as to which this Option may be exercised (except as
provided in paragraph 1 of Article VI of this 2005 Plan) shall not exceed the
following amounts:

	Cumulative Number of Shares 	Prior to Date (Not Inclusive of)
  


The Option evidenced hereby shall be exercisable by the deliver
to and receipt by the Company of (i) a written notice of election to exercise,
in the form set forth in Attachment B hereto, specifying the number of shares to
be purchased; (ii) accompanied by payment of the full purchase price thereof in
case or certified check payable to the order of the Company, or by fully-paid
and nonassessable Common Shares of the Company properly endorsed over to the
Company, or by a combination thereof; and, (iii) by return of this Stock Option
Agreement for endorsement of exercise by the Company on Schedule I hereof. In
the event fully paid and nonassessable Common Shares are submitted as whole or
partial payment for Shares to be purchased hereunder, such Common Shares will be
valued at their Fair Market Value (as defined in the 2005 Plan) on the date such
Shares are received by the Company and applied to payment of the exercise
price.

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3. Transferability. The Option evidenced hereby is NOT
assignable or transferable by the Optionee other than by the Optionee's will, by
the laws of descent and distribution, as provided in paragraph 9 of Article V of
the 2005 Plan. The Option shall be exercisable only by the Optionee during his
lifetime.


	URANERZ ENERGY CORPORATION 
	 	  
	 	  
	 	  
	BY: 	
	 	Glenn Catchpole, President




ATTEST:

________________________________________
Secretary

Optionee hereby acknowledges receipt of a copy of the 2005
Plan, attached hereto and accepts this Option subject to each and every term and
provision of such Plan. Optionee hereby agrees to accept as binding, conclusive
and final, all decisions or interpretations of the Compensation Committee of the
Board of Directors administering the 2005 Plan on any questions arising under
such Plan. Optionee recognizes that if Optionee's employment with the Company or
any subsidiary thereof shall be terminated with cause, or by the Optionee, all
of the Optionee's rights hereunder shall thereupon terminate.

Dated: _________________________________


	Optionee 
	 
	Type or Print Name 
	 
	Address 
	 
	Social Security No. 



12




Attachment B

Date:

Secretary,
URANERZ ENERGY CORPORATION 
Suite 1410- 800
West Pender Street 
Vancouver, British Columbia 
Canada V6C 2V6

Dear Sir:

In accordance with paragraph 2 of the Nonqualified Stock Option
Agreement evidencing the Option granted to me on _____________________ under the
2005 URANERZ ENERGY CORPORATION Nonqualified Stock Option Plan, I hereby elect
to exercise this Option to the extent of __________________ Common Shares.

Enclosed are (i) Certificate(s) No.(s) ____________________
representing fully-paid common shares of URANERZ ENERGY CORPORATION endorsed to
the Company with signature guaranteed, and/or a certified check payable to the
order of URANERZ ENERGY CORPORATION in the amount of $_______________ as the
balance of the purchase price of $______________ for the Shares which I have
elected to purchase and (ii) the original Stock Option Agreement for endorsement
by the Company as to exercise on Schedule I thereof. I acknowledge that the
Common Shares (if any) submitted as part payment for the exercise price due
hereunder will be valued by the Company at their Fair Market Value (as defined
in the 2005 Plan) on the date this Option exercise is effected by the Company.
In the event I hereafter sell any Common Shares issued pursuant to this option
exercise within one year from the date of exercise or within two years after the
date of grant of this Option, I agree to notify the Company promptly of the
amount of taxable compensation realized by me by reason of such sale for federal
income tax purposes.

When the certificate for Common Shares which I have elected to
purchase has been issued, please deliver it to me, along with my endorsed Stock
Option Agreement in the event there remains an unexercised balance of Shares
under the Option, at the following address:

Include Optionee's address here.


	Signature of Optionee
    
	 
	Type or Print Name 



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