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|DEAN HELLER         | STATE OF NEVADA          | CHARLES E. MOORE        
|------------------- | ------------------------ | ------------------------
|Secretary of State  |                          | Securities Administrator
|                    |                         
|RENEE L. PARKER     | SCOTT W. ANDERSON       
|Chief Deputy        | Deputy Secretary        
|Secretary of State  | for Commercial Reordings
|                    |                         
|PAMELA RUCKEL       | OFFICE OF THE            | ELLICK HSU              
|Deputy Secretary    | SECRETARY OF STATE       | Deputy Secretary        
|for Southern Nevada |                          | for Elections           

Certified Copy

|                  | August 17, 2005
|----------------- | ---------------
|                  |                
|Job Number:       | C20050816-1320 
|Reference Number: | 00000331358-23 
|Expedite:         |                
|Through Date:     |                

The undersigned filing officer hereby certifies that the
attached copies are true and exact copies of al requested statements and related
subsequent documentation filed with the Secretary of States Office, Commercial
Recordings Division listed on the attached report.

|Document Number(s) | Description | Number of Pages
|------------------ | ----------- | ---------------
|20050262409-90     | Amendment   | 1 Pages/1Copies

|                        | Respectfully,
|----------------------- | -------------
|                       
|DEAN HELLER            
|Secretary of State     
|                       
|By /s/ Jacqueline Curry
|Certification Clerk    

Commercial Recording Division202 N. Carson Street
Carson City, Nevada 89701-4069 Telephone (775) 684-5708 Fax (775)
684-7138

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|                                 |                     | Entity #          
|-------------------------------- | ------------------- | ------------------
|DEAN HELLER                      | C13122-1999        
|Secretary of State               | Document Number:   
|204 North Carson Street, Suite 1 | 20050262409-90     
|Carson City, Nevada 89701-4299   | Date Filed:        
|(775) 684 5708                   | 7/5/2005 8:00:47 AM
|Website: secretaryofstate.biz    | In the office of   
|                                 |                     | Dean Heller       
|                                 |                     | Secretary of State

Certificate of Amendment(PURSUANT TO NRS 78.385 and 78.390)


|Important: Read attached instructions before completing
      form. | ABOVE SPACE IS FOR OFFICE USE ONLY
|------------------------------------------------------------------- | ----------------------------------

Certificate of Amendment to Articles of Incorporation
for Nevada Profit Corporations(Pursuant to NRS 78.385 and
78.390 - After Issuance of Stock)

1.          
Name of corporation:CARLETONVENTURESCORP.

2.          
The articles have been amended as follows (provide article numbers, if
available):

ARTICLE I

THE NAME OF THIS CORPORATION SHALL BE: URANERZ ENERGY CORPORATION.

3.          
The vote by which the stockholders holding shares in the corporation entitling
them to exercise at least a majority of the voting power, or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series, or as may be required by the provisions of the * articles of
incorporation have voted in favour of the amendment is:
TWO-THIRDS.

4.          
Effective date of filing (optional): 6/30/05

(must not be later than 90 days after the certificate is
filed)

5.          
  Officer Signature (required):  /s/ Aileen Lloyd

*If any proposed amendment would alter or change any preference
or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
regardless of limitations or restrictions on the voting power thereof.

IMPORTANT:Failure to include any of
the above information and submit the proper fees may cause this filing to be
rejected.

This form must be accompanied by
      appropriate fees. See attached fee schedule.
    Nevada Secretary of State AM 78.385 Amend 2003Revised on: 11/03/03


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