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PURCHASE AND SALE AGREEMENT FOR MINING CLAIMS

This
  Purchase and Sale Agreement For Mining Claims (this Agreement) is
  made effective as of //January 23, 2007// (Effective Date) between
  Robert C. Shook with a mailing address of P.O. Box 51227, Casper, Wyoming 82605-1227
  (Seller) and Uranerz Energy Corporation, a Nevada corporation with
  a street address at 1701 East E Street, 82601, and mailing address
  of P.O. Box 50850, Casper, Wyoming, 82605-0850 (Buyer). Seller and
  Buyer may herein be referred to individually as Party and collectively
  as Parties.

RECITALS

A. Seller owns three mining properties referred to as Blocks A,
B, and C consisting of those certain 138 unpatented lode mining claims located
in Townships 43 & 44 North, Ranges 75 & 76 West, 6th
Principle Meridian, Campbell County, Wyoming, all as more specifically
identified in attached Exhibit A - Parts I, II, and III, (the Property).

B. The Parties entered into a Binding Letter of Intent dated
December 27, 2006 (LOI) that set forth the basis for the Parties to enter into
a definitive Purchase and Sale Agreement for the Property.

C. Seller desires to sell to Buyer, and Buyer desires to
purchase from Seller, the Property, on the terms and conditions stated below.

AGREEMENT

In
  consideration of the foregoing recitals and ten ($10.00) dollars in hand paid,
  and for other good and valuable consideration, the receipt and sufficiency of
  which are hereby acknowledged, the Parties agree as follows:

|1. | ENTIRE AGREEMENT.
|-- | -----------------

This
  Agreement (including the Exhibits hereto) constitute the entire agreement between
  the Parties with respect to the subject matter hereof and supercedes all other
  prior agreements and understandings, both written and oral, between the Parties
  with respect to the subject matter hereof. In the event of any inconsistency
  between the LOI referenced in the above Recital B and this Agreement, this Agreement
  shall control.

|2. | PURCHASE AND SALE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 2.1 Purchase and Sale. At the Closing, subject to the
      paramount title of the United States, and the specific warranties and
      representations contained herein, the Seller shall sell to Buyer, and
      Buyer shall purchase from Seller, good and marketable title to the
      Property, together with all the dips, spurs and angles, and also uranium,
      all fissionable metals all other metals, ores, gold and silver bearing
      quartz, rock and earth therein and all the rights, privileges and
      franchises thereto incident, appendant and appurtenant, or therewith
      usually had and enjoyed; and also all the singular tenements and
      appurtenances thereto belonging or in anywise appertaining, and the
      rents,issues, and profits thereof and also all the estate, right,
      title, interest, property, possession, claim and demand whatsoever, as
      well in law as in

1

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|   | equity, of seller of in or to the said premises
        and every part and parcel thereof, with the appurtenances. The undivided
        100% interest in the Property shall be conveyed by Seller to Buyer free
        and clear of all encumbrances of any character whatsoever, including but
        not limited to mortgages, liens, and royalties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 2.2 Purchase Price. If the Buyer
        elects to go forward with acquisition of the Property and close on the
        purchase transaction for that purpose, the full purchase price (Purchase
        Price) to be paid by Buyer to Seller at Closing shall be $3,120,000
        (Three million one hundred twenty thousand) USD dollars less any earnest
        monies, if any, previously deposited by Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 2.3 Time and Place of Closing.
        If the Buyer elects to go forward with acquisition of the Property and
        close on the purchase transaction for that purpose, the closing of the
        purchase and sale of the Property (the "Closing"), shall be held at the
        offices of Rocky Mountain Title Insurance Company, 147 S. Wolcott St.,
        Casper, Wyoming ("Title Company') on or before expiration of the Due Diligence
        Period, or at such other place or on such other date as Buyer and Seller
        may agree in writing (the "Closing Date"). At Closing Seller shall deliver
        to Buyer two fully executed and notarized recordable Deeds, one conveying
        the claims listed on Exhibit A Part I  Block A, and one conveying
        the claims listed on Exhibit A Parts II & III  Blocks B &
        C, each in the form of Deed attached hereto as Exhibit B, and Buyer shall
        remit payment of the balance of the full Purchase Price to the depository
        designated by the Seller. Pursuant to Section 6.5 below, Seller shall
        complete all necessary location and filing requirements for Exhibit A
        Part II & III  Block B & C Claims and will upon completion,
        deliver to Buyer a further confirmatory Deed that shall more fully describe
        said claims with the inclusion of County recording information and Bureau
        of Land Management serial numbers.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Buyer agrees to cooperate with the Sellers
        intention to undertake Sellers side of the transaction as a 1031
        tax deferred exchange by remitting the Purchase Price to Sellers
        designated Qualified Intermediary. Seller hereby designates Rocky Mountain
        Title Insurance Company as its Qualified Intermediary to be its depository
        to receive remittance of the Purchase Price from Buyer. Buyer shall have
        no obligation or liability whatsoever with regard to Sellers intended
        1031 tax deferred exchange.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | DUE DILIGENCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 3.1 Due Diligence Period. From
        the date hereof, through and including 5:00 p.m. on February 1, 2007 (the
        "Due Diligence Period"), Buyer and its officers, employees, agents, advisors,
        consultants, accountants, attorneys and engineers shall have the right,
        at Buyers expense, to inspect the Property, and shall have the right,
        and are hereby authorized, to enter upon the Property to conduct inspections
        and investigations relating to the Property, to conduct geo-technical
        and environmental assessments, inspection of mining claims, and for all
        other reasonable purposes, and Buyer shall have the right and access to
        review all information and data related to the Property in Sellers
        possession or control, including without limitation all drill hole electric
        logs, geologic maps, cross-sections, reports, maps and the like, and mining
        claim title documents, title reports and opinions, and any and all                                                                                                                                                                                                                                                                                                                                                                                                                                     

2

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|   | other available data ("Due Diligence"). Buyer agrees to
      use reasonable dispatch to conduct its Due Diligence activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | If Buyer, in its sole and absolute discretion, is not
      satisfied with the results of its Due Diligence then Buyer shall have the
      right to terminate this Agreement by serving written notice on Seller of
      its election to terminate, at any time on or before the expiration of the
      Due Diligence Period. Upon termination, earnest money deposits, if any,
      and all other things of value delivered by Buyer shall be returned to
      Buyer. All non-public information obtained under this Section during the
      Due Diligence Period shall be treated as confidential. No information
      shall be disclosed to any other person or entity except as necessary to
      complete the transaction contemplated herein or by court order. In the
      event the Buyer makes the determination not to close on this transaction,
      then all information received from Seller shall be returned to the Seller
      and this confidentiality provision shall remain in effect for a period of
      one (1) year. On Closing Buyer shall no longer be bound by this
      confidentiality requirement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 3.2 Extension of Due Diligence Period. The Due
      Diligence Period may be extended if mutually agreed to in writing by the
      Parties. All provisions of this Agreement relating to the Due Diligence
      Period shall also apply to any extensions thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 3.3 The terms of this Agreement may be extended
      in the case of an event of Force Majeure. Force Majeure means any bona
      fide cause, beyond a Party's reasonable control that delays a Partys
      ability to perform its actions or obligations under this Agreement. In
      such event the Party asserting the condition of Force Majeure shall
      endeavor to remove any such condition and resume performance to complete
      its obligations under this Agreement as soon as reasonably possible. If
      such condition is not timely removed the non-asserting Party, may at its
      option, elect to terminate this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 3.4 Access and Information. From the date hereof
      until the Closing Date, Seller shall provide Buyer and its representatives
      and contractors with access, upon reasonable notice, to inspect the
      Property, and access all data and information relating to the Property.
      Seller shall upon execution of this Agreement deliver or make available to
      Buyer, at Buyers expense, all data and information relating to the
      Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | REPRESENTATIONS AND WARRANTIES OF SELLER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Seller represents and warrants to Buyer as
  follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 4.1 Seller has all requisite power and authority
      to enter into this Agreement, to perform its obligations hereunder and to
      consummate the transaction contemplated hereby.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 4.2. Seller owns the undivided 100% interest in
      the Property and has good and marketable title to all of the Property, and
      at Closing, none of the Property will be subject to any encumbrance. This
      Agreement is intended to and does include any after acquired title or
      interest to the Property and the lands covered thereby that Seller may
      hereafter acquire, so long as Buyer or its successors or assigns have any
      interest in such lands.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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4.3 Seller has no knowledge of any
liabilities or obligations of any nature whatsoever, which could result in any
encumbrance upon any of the Property, nor does Seller have any knowledge of any
liabilities or obligations that materially adversely affect or could in the
future materially adversely affect the Property.

4.4 There are no claims, litigation,
proceedings or governmental investigations pending or, to the knowledge of
Seller, threatened against or affecting the Property.

4.5 To the best of Seller's knowledge,
there is no condition or activity at the Property which constitutes a nuisance
or which would result in a violation of or liability under any applicable
Environmental Law.

4.6 Seller is not a party to or subject
to or bound by any agreement, contract or lease of any kind relating to the
Property. Seller shall defend and warrant title to the Property against all
parties claiming any interest in the Property by, through or under Seller.

4.7 To the best of Seller's knowledge,
that with respect to the unpatented mining claims that are included within the
Property, except as noted on Exhibit A and subject to the paramount title of the
United States: (i) the unpatented mining claims were properly laid out and
monumented; (ii) all required location and validation work was properly
performed; (iii) location notices and certificates were properly recorded and
filed with appropriate governmental agencies; (iv) all assessment work required
to hold the unpatented mining claims has been performed and all Governmental
Fees have been paid to maintain the claims in good standing through the
assessment year ending September 1, 2007; (v) all affidavits of assessment work,
evidence of payment of Governmental Fees, and other filings required to maintain
the claims in good standing have been properly and timely recorded or filed with
appropriate governmental agencies; (vi) the claims are free and clear of
Encumbrances or defects in title; and (vii) Seller has no knowledge of
conflicting mining claims. Nothing in this Subsection, however, shall be deemed
to be a representation or a warranty that any of the unpatented mining claims
contains a valuable mineral deposit.

4.8 Seller has delivered to or made
available for inspection by Buyer all existing data in its possession or control
relating to the Properties. Seller has disclosed to Buyer all information it
believes to be materially relevant concerning the Property and has provided to
or made available for inspection by Buyer all such information.

4.9 The representations and warranties
set forth in this Section 4. shall survive Closing and the execution and
delivery of any documents of conveyance provided under this Agreement, and shall
inure to the benefit of the Buyer, its successors and assigns.

|5.0 | REPRESENTATIONS AND WARRANTIES OF BUYER
|--- | ---------------------------------------

Buyer
  represents and warrants to Seller that Buyer is a corporation duly organized,
  validly existing and in good standing under the laws of the State of Nevada,
  and qualified to do business in the state of Wyoming, and Buyer has all requisite
  power and authority to enter into this Agreement, to perform its obligations
  hereunder, and to consummate the transactions contemplated hereby.

4

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|6.0 | COVENANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 6.1 If any broker's fee or real estate commission
      is owing or asserted as a result of the transactions contemplated in this
      Agreement, the Party who incurred such commission or against whom the
      claim is asserted shall indemnify and hold harmless the other Party from
      any and all claims, losses, damages or expenses of any nature whatsoever
      arising out of said claim, loss, damage, or expense, including without
      limitation reasonable attorneys' fees and costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 6.2 Seller shall indemnify, defend and hold
      harmless Buyer against any losses, liabilities, obligations, damages,
      costs and expenses whatsoever (including reasonable attorneys' fees and
      costs of investigation) incurred by Buyer: (i) arising in whole or in part
      out of events occurring prior to the Closing Date in connection with the
      Property; or (ii) arising in whole or in part from any breach of any
      representations, warranty, agreement or covenant made by Seller in the
      Agreement or any documents or any statement or certificate furnished or to
      be furnished to Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 6.3 Buyer shall indemnify, defend and hold
      harmless Seller against any losses. liabilities, obligations, damages,
      costs and expenses whatsoever (including reasonable attorneys' fees and
      costs of investigation) incurred by Seller as a result of or in connection
      with any third party claim or demand resulting from injury to persons or
      properties caused by Buyer's Due Diligence inspections and
    investigations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 6.4 From and after the date hereof, Seller, at
      Buyer's request and without further consideration, shall execute or
      deliver such further certificates, instruments of sale, conveyance,
      transfer, assignment and confirmation and take such other actions as Buyer
      may request and deem necessary in connection with the performance of this
      Agreement to perfect title to the Property and to more effectively convey,
      transfer, assign the Property to Buyer and to put Buyer in actual
      possession thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 6.5 Specifically with respect to the claims
      identified on Exhibit A Part II - Block B (the PB 1  40 claims), and Part
      III  Block C (the PB 41  80 claims), and without limiting the effect of
      Section 6.4, Seller agrees to, and shall timely complete the location and
      filing of these claims by (i) completing all necessary ground
      monumentation and marking of the claims; (ii) recording Location
      Certificates for the claims in Campbell County, WY along with payment of
      required recording fees; (iii) and filing Location Certificates for the
      claims with the Wyoming State Office of the Bureau of Land Management
      along with payment of required fees. All claim location work, filings and
      payments shall be in full compliance with all State and Federal laws,
      regulations and requirements with regard to mining claim location, and
      shall be timely completed within ninety days of the date(s) of location
      for these claims as shown of the Exhibit A-Part II and Part III. Seller
      shall complete all necessary location and filing requirements for Exhibit
      A Part II & III  Block B & C Claims, and upon completion, deliver
      a confirmatory Deed to Buyer that shall more fully describe said claims
      with the inclusion of County recording information and Bureau of Land
      Management serial numbers.

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|7.0 | CONDITIONS TO CLOSING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 7.1 Conditions to Buyer's Obligations. Buyer's obligation
      to consummate the transactions contemplated by this Agreement is subject
      to the satisfaction or waiver of the following conditions prior to or on
      the Closing Date:                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 7.2 Conditions to Sellers Obligations. Seller's
      obligation to consummate the transactions contemplated by this Agreement
      are subject to the satisfaction or waiver of the following conditions prior
      to or on the Closing Date:                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.0 | DEFAULT; TERMINATION OF AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.1 Time is of the essence of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.2 If Seller is in default under this
      Agreement, Buyer may elect to treat this Agreement as terminated, in which
      case any earnest money deposit and all things of value delivered by Buyer
      shall be returned, and Buyer may recover such damages as may be proper;
      or Buyer may elect to treat this Agreement as being in full force and effect
      and shall have the right to specific performance and additional damages.                                                                                                                                       
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.3 If Buyer is in default under this Agreement,
      any earnest money deposit shall be forfeited by Buyer and retained on behalf
      of Seller, and both parties shall thereafter be released from all obligations
      hereunder, except as set forth in Section 8.5. It is agreed that earnest
      money deposit(s) in such case shall be liquidated damages and shall be the
      Seller's sole and only remedy for Buyer's failure to perform the obligations
      of this Agreement. Seller expressly waives the remedies of specific performance
      and additional damages.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.4 Effect of Termination. If this Agreement is terminated,
      this Agreement shall be void and there shall be no liability or obligation
      on the part of the Parties hereto or their respective officers, directors,
      members, managers, heirs and assigns except to the extent that                                                                                                                                                                                                                                                                                            

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|    | such termination results from the willful breach by a
      Party hereto of any of such Party's representations or warranties,
      covenants or agreements set forth in this Agreement. If Buyer terminates
      this Agreement for any reason all documents and tangible information
      regarding the properties. which has been received by Buyer from Seller
      under this Agreement shall be returned to the Seller, and Buyer shall
      provide Seller those documents set forth in Section 3.1.                                                                                                                                                                                                                                                                                               
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 8.5 Survival. Notwithstanding the foregoing, the
      provisions contained in Sections 6.1, 6.2, and 6.3 shall survive the
      termination of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.0 | CLOSING COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 9.1 Seller shall pay (i) the costs of releasing
      any encumbrance that is required to be released at Closing; (ii) all
      payments and fees as required pursuant to Section 4.7; and (iii) all
      state, county, and local transfer and documentary taxes applicable to the
      transfer and documentary taxes applicable to the Property at
Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 9.2 Each Party shall otherwise pay their own
      closing costs, and legal and other incidental expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10. | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 10.1 No delay or failure on the part of any Party
      hereto in exercising any right, power or privilege under this Agreement or
      under any other instrument given in connection with or pursuant to this
      Agreement shall impair any such right, power or privilege or be construed
      as a waiver of any default or as acquiescence thereto. No single or
      partial exercise of any such right, power or privilege shall preclude the
      further exercise of such right, power or privilege or the exercise of any
      other right, power or privilege. No waiver shall be valid against any
      Party hereto unless made in writing and signed by the Party against whom
      enforcement of such waiver is sought and then only to the extent expressly
      specified therein.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 10.2 All of the representations, warranties,
      covenants and agreements contained in this Agreement or in any related
      document shall survive the Closing and shall not merge with the delivery
      of the Deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 10.3 All notices and other communications that
      are required or permitted to be given to the Parties under this Agreement
      shall be sufficient in all respects if given in writing and delivered in
      person, by electronic mail, by telecopy, by overnight courier, or by
      certified mail, postage prepaid, return receipt requested, to the
      receiving party at the following address:                                                                                                                                                                                                                                                                                                                                                                                               

| | If to Seller: | Mr. Robert C. Shook        | 
| | ------------- | -------------------------- | 
| |               | 2090 South Walsh           | 
| |               | P.O. Box 51227             | 
| |               | Casper, Wyoming 82605-1227 | 
| |               | Telephone: (307) 234-9856  | 
| |               | Fax: (307) 234-7427        | 

7

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| | If to Buyer: | Uranerz Energy Corporation               | 
| | ------------ | ---------------------------------------- | 
| |              | 1701 East E Street                     | 
| |              | P.O. Box 50850                           | 
| |              | Casper, Wyoming 82605-0850               | 
| |              | Attn: Glenn Catchpole, President and CEO | 
| |              | Telephone: (307) 265-8900                | 
| |              | Fax: (307) 265-8904                      | 

or to such other address as such Party may have given to the
other by notice pursuant to this Section. Notice shall be deemed given on the
date of delivery, in the case of personal delivery, electronic mail, or
facsimile telecopy, or on the delivery or refusal date. as specified on the
return receipt in the case of certified mail or on the tracking report in the
case of overnight courier.

10.4 Nothing in this Agreement, express
or implied, is intended to confer any rights or remedies whatsoever upon any
person other than Seller and Buyer and their respective successors and permitted
assigns.

10.5 This Agreement may not be assigned
by either Party without prior written consent of the other Party, such consent
not to be unreasonably withheld. This Agreement may not be amended except in
writing signed by both Buyer and Seller.

10.6 If all or any portion of any
provision of this Agreement shall to any extent be held invalid or unenforceable
in whole or in part by a court or agency having valid jurisdiction in a valid
decision or decree to which Buyer is a party, then the Parties shall be bound by
any lesser covenant imposing the maximum legal duty permitted by law that is
subsumed within the terms of such covenant, as if the resulting covenants were
separately stated in and made a part of this Agreement, and the remainder of
this Agreement shall remain in full force and effect.

10.7 This Agreement may be executed
simultaneously in multiple counterparts (and delivered by facsimile followed by
the original), all of which together shall constitute one and the same
instrument.

10.8 The terms and provisions of this
Agreement shall be interpreted in accordance with the laws of the State of
Wyoming.

10.9 This Agreement shall inure to the
benefit of and be binding upon the Parties hereto, their respective heirs,
executors, administrators, successors, and assigns.

EXECUTED effective as of the date first
above written.

8

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| | SELLER                                                 
| | -------------------------------------------------------
| | Robert C. Shook                                        
| |                                                        
| |                                                        
| | //Robert
      Shook//                                 
| |                                                        
| | BUYER                                                  
| | Uranerz Energy Corporation                             
| | a Nevada corporation                                   
| |                                                        
| | //George Hartman, Vice President//                     
| | By
      ______________________________________________
| | Glenn J. Catchpole,
      President and CEO            

9

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ACKNOWLEDGEMENT

|STATE OF WYOMING  | ) |  |  | 
|----------------- | - |  |  | 
|                  | ) |  |  | 
|COUNTY OF NATRONA | ) |  |  | 

The
  foregoing Purchase and Sale Agreement for Mining Claims was acknowledged before
  me by Robert C. Shook, an individual, on this ____________ day of  __________________
  2007

Witness my had and official seal

| | _________________________________________
| | -----------------------------------------
| | NOTARY PUBLIC                            

My Commission Expires:

___________________________





|STATE OF WYOMING  | ) |  |  | 
|----------------- | - |  |  | 
|                  | ) |  |  | 
|COUNTY OF NATRONA | ) |  |  | 

The foregoing Purchase and Sale
Agreement for Mining Claims was acknowledged before me by Glenn J. Catchpole,
President of Uranerz Energy Corporation on this ________day of
_________________________2007

______________________________NOTARY PUBLIC

My Commission Expires:

___________________________

10

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EXHIBIT A

TO PURCHASE AND SALE AGREEMENT FOR MINING CLAIMS dated
effective _______________, 2007.

(the Property):

PART I  Block A

The below listed 58 unpatented lode mining claims located in
Campbell County, Wyoming, and are more particularly described as follows:

|CLAIM     | LOCATION   | BLM       | COUNTY   | **SEC** | TWP / RNG /MERIDIAN
|--------- | ---------- | --------- | -------- | ------- | -------------------
|NAME      | DATE       | SERIAL #  | BK / PG  |         |                    
|WC # 114  | 02/18/1987 | WMC233002 | 95 / 180 | 10      | T.44N. R.76W. 6thPM
|WC # 116  | 02/18/1987 | WMC233003 | 95 / 181 | 10      | T.44N. R.76W. 6thPM
|WC # 118  | 02/18/1987 | WMC233004 | 95 / 182 | 10      | T.44N. R.76W. 6thPM
|WC # 120  | 02/18/1987 | WMC233005 | 95 / 183 | 10      | T.44N. R.76W. 6thPM
|WC # 122  | 02/18/1987 | WMC233006 | 95 / 184 | 10      | T.44N. R.76W. 6thPM
|WC # 124  | 02/18/1987 | WMC233007 | 95 / 185 | 10      | T.44N. R.76W. 6thPM
|WC # 175  | 02/19/1987 | WMC233030 | 95 / 208 | 14,15   | T.44N. R.76W. 6thPM
|WC # 177  | 02/19/1987 | WMC233032 | 95 / 210 | 14,15   | T.44N. R.76W. 6thPM
|WC # 177A | 02/19/1987 | WMC233033 | 95 / 211 | 10,11   | T.44N. R.76W. 6thPM
|WC # 178  | 02/19/1987 | WMC233034 | 95 / 212 | 10      | T.44N. R.76W. 6thPM
|WC # 180  | 02/19/1987 | WMC233036 | 95 / 214 | 10      | T.44N. R.76W. 6thPM
|WC # 182  | 02/19/1987 | WMC233038 | 95 / 216 | 10      | T.44N. R.76W. 6thPM
|JC # 28   | 02/24/1987 | WMC233065 | 95 / 243 | 14      | T.44N. R.76W. 6thPM
|JC # 29   | 02/24/1987 | WMC233066 | 95 / 244 | 14      | T.44N. R.76W. 6thPM
|JC # 30   | 02/25/1987 | WMC233067 | 95 / 245 | 14      | T.44N. R.76W. 6thPM
|JC # 31   | 02/26/1987 | WMC233068 | 95 / 246 | 14      | T.44N. R.76W. 6thPM
|JC # 33   | 02/26/1987 | WMC233070 | 95 / 248 | 14      | T.44N. R.76W. 6thPM
|JC # 35   | 02/26/1987 | WMC233072 | 95 / 250 | 14,15   | T.44N. R.76W. 6thPM
|B # 1767  | 02/16/1987 | WMC232969 | 95 / 121 | 14,23   | T.44N. R.76W. 6thPM
|B # 1768  | 02/16/1987 | WMC232970 | 95 / 122 | 23      | T.44N. R.76W. 6thPM
|B # 1769  | 02/17/1987 | WMC232971 | 95 / 123 | 14,23   | T.44N. R.76W. 6thPM
|B # 1770  | 02/17/1987 | WMC232972 | 95 / 124 | 23      | T.44N. R.76W. 6thPM
|WSC # 2   | 02/24/1987 | WMC233001 | 95 / 254 | 13,14   | T.44N. R.76W. 6thPM
|B # 745   | 02/12/1987 | WMC232936 | 95 / 157 | 19      | T.44N. R.75W. 6thPM
|B # 747   | 02/12/1987 | WMC232937 | 95 / 158 | 19      | T.44N. R.75W. 6thPM
|B # 748   | 02/12/1987 | WMC232938 | 95 / 159 | 19      | T.44N. R.75W. 6thPM
|B # 749   | 02/12/1987 | WMC232939 | 95 / 160 | 19      | T.44N. R.75W. 6thPM
|B # 750   | 02/12/1987 | WMC232940 | 95 / 161 | 19      | T.44N. R.75W. 6thPM
|B # 751   | 02/12/1987 | WMC232941 | 95 / 162 | 19      | T.44N. R.75W. 6thPM
|B # 752   | 02/12/1987 | WMC232942 | 95 / 163 | 19      | T.44N. R.75W. 6thPM
|B # 753   | 02/12/1987 | WMC232943 | 95 / 164 | 19      | T.44N. R.75W. 6thPM
|B # 754   | 02/12/1987 | WMC232944 | 95 / 165 | 19      | T.44N. R.75W. 6thPM
|P # 19    | 02/12/1987 | WMC232905 | 95 / 287 | 24      | T.44N. R.76W. 6thPM
|P # 21    | 02/12/1987 | WMC232906 | 95 / 288 | 24      | T.44N. R.76W. 6thPM
|P # 23    | 02/12/1987 | WMC232907 | 95 / 289 | 24      | T.44N. R.76W. 6thPM
|P # 25    | 02/12/1987 | WMC232908 | 95 / 290 | 24      | T.44N. R.76W. 6thPM

11

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|CLAIM    | LOCATION   | BLM       | COUNTY   | **SEC** | TWP / RNG /MERIDIAN
|-------- | ---------- | --------- | -------- | ------- | -------------------
|NAME     | DATE       | SERIAL #  | BK / PG  |         |                    
|P # 27   | 02/12/1987 | WMC232909 | 95 / 291 | 24      | T.44N. R.76W. 6thPM
|P # 29   | 02/12/1987 | WMC232910 | 95 / 292 | 24      | T.44N. R.76W. 6thPM
|P # 30   | 02/12/1987 | WMC232911 | 95 / 293 | 24      | T.44N. R.76W. 6thPM
|P # 179  | 02/15/1987 | WMC232916 | 95 / 135 | 26      | T.44N. R.76W. 6thPM
|P # 180  | 02/15/1987 | WMC232917 | 95 / 136 | 26      | T.44N. R.76W. 6thPM
|P # 181  | 02/15/1987 | WMC232918 | 95 / 137 | 26      | T.44N. R.76W. 6thPM
|P # 182  | 02/15/1987 | WMC232919 | 95 / 138 | 26      | T.44N. R.76W. 6thPM
|P # 189  | 02/16/1987 | WMC232926 | 95 / 146 | 23      | T.44N. R.76W. 6thPM
|P # 190  | 02/16/1987 | WMC232927 | 95 / 147 | 23      | T.44N. R.76W. 6thPM
|P # 191  | 02/16/1987 | WMC232928 | 95 / 148 | 23      | T.44N. R.76W. 6thPM
|P # 192  | 02/16/1987 | WMC232929 | 95 / 149 | 23      | T.44N. R.76W. 6thPM
|GAP # 4  | 02/12/1987 | WMC232899 | 95 / 156 | 19      | T.44N. R.75W. 6thPM
|*JC # 1  | 02/25/2006 | WMC275322 | 104/424  | 13,14   | T.44N. R.76W. 6thPM
|*JC # 2  | 02/25/2006 | WMC275323 | 104/425  | 13,14   | T.44N. R.76W. 6thPM
|*JC # 3  | 02/25/2006 | WMC275324 | 104/426  | 14      | T.44N. R.76W. 6thPM
|*JC # 20 | 02/25/2006 | WMC275325 | 104/427  | 14      | T.44N. R.76W. 6thPM
|*JC # 22 | 02/25/2006 | WMC275326 | 104/428  | 14      | T.44N. R.76W. 6thPM
|*JC # 24 | 02/25/2006 | WMC275327 | 104/429  | 14      | T.44N. R.76W. 6thPM
|*JC # 25 | 02/25/2006 | WMC275328 | 104/430  | 14      | T.44N. R.76W. 6thPM
|*JC # 26 | 02/25/2006 | WMC275329 | 104/431  | 14      | T.44N. R.76W. 6thPM
|*JC # 27 | 02/25/2006 | WMC275330 | 104/432  | 14      | T.44N. R.76W. 6thPM
|*WSC # 1 | 02/25/2006 | WMC275331 | 104/423  | 14      | T.44N. R.76W. 6thPM

Exception Notes:

* The above listed JC #1,2,3,20,22,24,25,26,27, and WSC 1
conflict with Buyers claims of the same name and # as filed under BLM Serial
Nos. (WMC233039-233041, WMC233057, WMC233059, WMC233061-233064, WMC233000).

12

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**PART II  Block B

The below listed 40 unpatented lode mining claims located in
Campbell County, Wyoming, and are more particularly described as follows:

|CLAIM   | LOCATION   | BLM      | COUNTY  | SEC         | TWP / RNG /MERIDIAN
|------- | ---------- | -------- | ------- | ----------- | -------------------
|NAME    | DATE       | SERIAL # | BK / PG |             |                    
|PB # 1  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 2  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 3  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 4  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 5  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 6  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 7  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 8  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 9  | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 10 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 11 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 12 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 13 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 14 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 15 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 16 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 17 | 12/02/2006 | TBA      | TBA     | 10,11,14,15 | T.43N. R.76W. 6thPM
|PB # 18 | 12/02/2006 | TBA      | TBA     | 10,11,14,15 | T.43N. R.76W. 6thPM
|PB # 19 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 20 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 21 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 22 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 23 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 24 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 25 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 26 | 12/02/2006 | TBA      | TBA     | 14,15       | T.43N. R.76W. 6thPM
|PB # 27 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 28 | 12/02/2006 | TBA      | TBA     | 10,11       | T.43N. R.76W. 6thPM
|PB # 29 | 12/02/2006 | TBA      | TBA     | 10,15       | T.43N. R.76W. 6thPM
|PB # 30 | 12/02/2006 | TBA      | TBA     | 10,11,14,15 | T.43N. R.76W. 6thPM
|PB # 31 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 32 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 33 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 34 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 35 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 36 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 37 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 38 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 39 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM
|PB # 40 | 12/02/2006 | TBA      | TBA     | 15          | T.43N. R.76W. 6thPM

**PART II  Block B Claims: Seller has located the above
referenced PB # 1 - # 40 claims on the ground by posting good and sufficient
Notices of Location. Seller shall complete the location and filing of said
claims pursuant to Section 6.5 of the Purchase and Sale Agreement.

13

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***PART III  Block C

The below listed 40 unpatented lode mining claims located in
Campbell County, Wyoming, and are more particularly described as follows:

|CLAIM   | LOCATION   | BLM      | COUNTY  | SEC         | TWP / RNG /MERIDIAN
|------- | ---------- | -------- | ------- | ----------- | -------------------
|NAME    | DATE       | SERIAL # | BK / PG |             |                    
|PB # 41 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 42 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 43 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 44 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 45 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 46 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 47 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 48 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 49 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 50 | 12/05/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 51 | 12/06/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 52 | 12/06/2006 | TBA      | TBA     | 17,18       | T.43N. R.75W. 6thPM
|PB # 53 | 12/06/2006 | TBA      | TBA     | 17,18,19,20 | T.43N. R.75W. 6thPM
|PB # 54 | 12/06/2006 | TBA      | TBA     | 17,18,19,20 | T.43N. R.75W. 6thPM
|PB # 55 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 56 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 57 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 58 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 59 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 60 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 61 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 62 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 63 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 64 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 65 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 66 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 67 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 68 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 69 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 70 | 12/06/2006 | TBA      | TBA     | 19,20       | T.43N. R.75W. 6thPM
|PB # 71 | 12/06/2006 | TBA      | TBA     | 19,20,29,30 | T.43N. R.75W. 6thPM
|PB # 72 | 12/06/2006 | TBA      | TBA     | 19,20,29,30 | T.43N. R.75W. 6thPM
|PB # 73 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM
|PB # 74 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM
|PB # 75 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM
|PB # 76 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM
|PB # 77 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM
|PB # 78 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM
|PB # 79 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM
|PB # 80 | 12/06/2006 | TBA      | TBA     | 29,30       | T.43N. R.75W. 6thPM

**PART III  Block C Claims: Seller has located the above
referenced PB # 41 - # 80 claims on the ground by posting good and sufficient
Notices of Location. Seller shall complete the location and filing of said
claims pursuant to Section 6.5 of the Purchase and Sale Agreement.

14

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EXHIBIT B

When recorded, return to:

Uranerz Energy Corporation P.O. Box 50850 Casper,
Wyoming 82605-0850

MINING DEED

THIS MINING DEED (this Deed) is entered into and shall be
effective as of February 1, 2007, from Robert C. Shook, an individual, of P.O.
Box 51227, Casper Wyoming, 82605-1227 (Grantor), to Uranerz Energy
Corporation, a Nevada corporation, whose address is 1701 East E Street,
Casper, Wyoming, 82601 (Grantee).

WHEREAS Grantor is the owner of the [58 or
80] unpatented lode mining claims located in Campbell County, Wyoming as
more particularly described in EXHIBIT A attached to this Deed, and by this
reference made a part hereof (the Claims).

THEREFORE, Grantor, for and in consideration of the sum of Ten
dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell,
release, and convey unto Grantee, its successors and assigns, all right, title
and interest in and to the Claims, together with all the dips, spurs and angles,
and also uranium, all fissionable metals, all other metals, ores, gold and
silver bearing quartz rock and earth therein and all the rights, privileges and
franchises thereto incident, appendant and appurtanent, or therewith usually had
and enjoyed; and also all the singular tenements and appurtenances thereto
belonging or in anywise appertaining, and the rents, issues, and profits thereof
and also all the estate, right, title interest, property, possession claim and
demand whatsoever, as well in law as in equity, of Grantor, of in or to the
Claims and every part and parcel thereof, with the appurtenances.

Grantor hereby covenants, for itself, its successors and
assigns that the Claims were located in accordance with the applicable
provisions of federal and state law and that the Claims have been maintained
against relocation.

This Deed is intended to and does convey any after acquired
title or interest to the Claims and the lands covered thereby that Grantor may
hereafter acquire, so long as Grantee or its successors or assigns have any
interest in such lands.

WHEREFORE, this Deed is executed and delivered effective on the
date first written above.

| | GRANTOR                                           
| | --------------------------------------------------
| | Robert C. Shook                                   
| |                                                   
| |                                                   
| | __________________________________________________

15

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ACKNOWLEDGEMENT

|STATE OF WYOMING  | ) |  | 
|----------------- | - |  | 
|                  | ) |  | 
|COUNTY OF NATRONA | ) |  | 

The
  foregoing Deed was acknowledged before me by Robert C. Shook, on this______day
  of _______________________,2007

| | ____________________________________________
| | --------------------------------------------
| | NOTARY PUBLIC                               

My Commission Expires:

___________________________

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EXHIBIT A

TO MINING DEED

(the Claims):

The below listed [58 or 80]
unpatented lode mining claims located in Campbell County, Wyoming as more
particularly described as follows:

|CLAIM | LOCATION | BLM      | COUNTY  |     |               
|----- | -------- | -------- | ------- | --- | --------------
|NAME  | DATE     | SERIAL # | BK / PG | SEC | TWP / RNG /MER

17

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