---

CERTIFICATIONS

I, Aileen Lloyd, Chief Financial Officer of Uranerz Energy
Corporation., certify that;

|(1) | I have reviewed this Annual Report on Form10-KSB of
      Uranerz Energy Corporation.;                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                   
|(2) | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;
|    |                                                                                                                                                                                                                                                                                                                                   
|(3) | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the Registrant as of, and for, the periods presented in this
      report;                   
|    |                                                                                                                                                                                                                                                                                                                                   
|(4) | The registrants other certifying officers and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
      the registrant and have:                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                   
|    | a)                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|    | b)                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|    | c)                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|(5) | The registrants other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of the internal control
      over financial reporting, to the registrants auditors and the audit
      committee of registrants board of directors (or persons performing the
      equivalent functions):        
|    |                                                                                                                                                                                                                                                                                                                                   
|    | a)                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|    | b)                                                                                                                                                                                                                                                                                                                                

|Date:  | April 12, 2006          | 
|------ | ----------------------- | 
|       |                         | 
|       |                         | 
|       | /s/ Aileen Lloyd      | 
|By:    | Aileen Lloyd            | 
|Title: | Chief Financial Officer | 

---