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CERTIFICATIONS

I, Benjamin Leboe, the Chief Financial Officer of Uranerz
Energy Corporation (the Registrant), certify that:

|(1) | I have reviewed this Annual Report on Form 10-KSB of the
      Registrant;                                                                                                                                                                                                                                                        
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|(2) | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;
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|(3) | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the Registrant as of, and for, the periods presented in this
      report;                   
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|(4) | I am responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Rules 13a- 15(e) and
      15d-15(e) of the Securities Exchange Act of 1934) for the Registrant and
      have:                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                   
|    | a)                                                                                                                                                                                                                                                                                                                                
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|    | b)                                                                                                                                                                                                                                                                                                                                
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|    | c)                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|(5) | I have disclosed, based on my most recent evaluation of
      the internal control over financial reporting, to the Registrants
      auditors and the audit committee of Registrants board of directors (or
      persons performing the equivalent functions):                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|    | a)                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|    | b)                                                                                                                                                                                                                                                                                                                                

Date: April 2, 2007



|       | */s/ Benjamin
      Lebow*    | 
|------ | ----------------------------- | 
|By:    | BENJAMIN LEBOE                | 
|Title: | Chief Financial
      Officer | 

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