---

EXHIBIT 31.2

I, Benjamin Leboe, certify that:

1. I have reviewed this annual report on Form 10-K/A 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 officer(s) 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)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

| | a. | Designed such disclosure controls and procedures, or
      caused such disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, including its consolidated subsidiaries, is made known to us
      by others within those entities, particularly during the period in which
      this report is being prepared;         
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b. | Designed such internal controls over financial reporting,
      or caused such internal controls over financial reporting to be designed
      under our supervision, to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principals;              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | c. | Evaluated the effectiveness of the registrants
      disclosure controls and procedures and presented in this report our
      conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on
      such evaluation; and                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | d. | Disclosed in this report any change in the registrants
      internal control over financial reporting that occurred during the
      registrants most recent fiscal quarter (the registrants fourth fiscal
      quarter in the case of an annual report) that has materially affected, or
      is reasonably likely to materially affect, the registrants internal
      control over financial reporting; and

5. The registrants other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent
functions):

| | a. | All significant deficiencies and material weaknesses in
      the design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the registrants ability to
      record, process, summarize and report financial information; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                            
| | b. | Any fraud, whether or not material, that involves
      management or other employees who have a significant role in the
      registrants internal control over financial
reporting.                                                                                                     

Date: June 27, 2011

/s/ Benjamin
LeboeBenjamin Leboe Chief Financial Officer, Principal Accounting and
Financial Officer

---