Filed by Automated Filing Services Inc. (604) 609-0244 - Uranerz Energy Corporation - Exhibit 10.4






MINERAL PROPERTY PURCHASE AGREEMENT

THIS AGREEMENT is dated for reference the 26th day of
April, 2005

	BETWEEN: 	Ubex Capital Inc., 
	  	Suite 306 – 1140 Homer Street 
	  	Vancouver, B.C., V6B 2X6 
	  	  
	  	(the “Vendor”) 
	  	OF THE FIRST PART 
	AND: 	Carleton Ventures Corp. 
	  	Suite 306 – 1140 Homer Street 
	  	Vancouver, B.C. 
	  	V6B 2X6 
	  	  
	  	(“Carleton”) 
	  	OF THE SECOND PART 


WHEREAS the Vendor made applications for two mineral
exploration permits in the Athabasca Basin area of northern Saskatchewan; 

AND WHEREAS such applications for permits have been
received by the Province of Saskatchewan, Saskatchewan Industry and Resources in
Regina, and the permits were approved and issued as Mineral Prospecting Permits
Number 1237 and Number 1238 (“MPP 1237” and “MPP 1238”);

AND WHEREAS Carleton is desirous of acquiring an
interest in such mineral permits on the terms and conditions contained
herein:

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

	1. 	
      DEFINITIONS 

	 	
       
	
       
	
       

	1.01 	
      In this Agreement: 

	 	
       
	
       
	
       

		
      (a) 
	
      "Property" means and includes: 

	 	
       
	
       
	
       

			
      (i) 
	
      those mineral prospecting permits to which title has been
      granted to the Vendor by the Province of Saskatchewan and more
      particularly described as Mineral Prospecting Permits Number 1237 and
      Number 1238 (“MPP 1237” and “MPP 1238”); and 

	 	
       
	
       
	
       

			
      (ii) 
	
      all rights and appurtenances pertaining to the mineral
      prospecting 








			
       
	
      permits including all water and water rights, rights of
      way and easements, both recorded and unrecorded, to which the Vendor is
      entitled in respect thereof. 

	 	
       
	
       
	
       

		
      (a)
	
       “Royalty” shall have the meaning ascribed by
      Schedule A attached hereto; 

	 	
       
	
       
	
       

	2. 	
      ACQUISITION OF INTEREST 

	 	
       
	
       
	
       

	2.01 	
      The Vendor hereby grants to Carleton the exclusive right
      to acquire an undivided 100% right, title and interest in and to the
      Property, subject to the Royalty described in Article 4 of this Agreement,
      for total consideration consisting of the cash payment to the Vendor
      totalling $40,756.95 to be paid within five days of the signing of this
      Agreement. 

	 	
       
	
       
	
       

	2.02 	
      This Agreement is a purchase only and, subject to
      paragraph 9.02, the doing of any act or the incurrence of any share
      issuances or cash payments by Carleton shall not obligate Carleton to do
      any further acts or make any further share issuances or payments.
  

	 	
       
	
       
	
       

	3. 	
      TRANSFER OF TITLE 

	 	
       
	
       
	
       

	3.01 	
      Upon execution of this Agreement Carleton shall be
      entitled to record this Agreement against title to the Property.


	 	
       
	
       
	
       

	3.02 	
      Upon Carleton purchasing the Property pursuant to Article
      2, the Vendor shall deliver to Carleton duly executed transfers for the
      transfer to Carleton of a 100% interest in and to the Property, subject to
      the royalty interest pursuant to Article 4. 

	 	
       
	
       
	
       

	4. 	
      ROYALTY 

	 	
       
	
       
	
       

	4.01 	
      Carleton agrees that the Property shall be subject to a
      Royalty in favour of the Vendor equal to 2%, to be calculated and paid
      according to and otherwise governed by Schedule A hereto. 

	 	
       
	
       
	
       

	5. 	
      COVENANTS OF CARLETON 

	 	
       
	
       
	
       

	5.01 	
      Carleton covenants and agrees with the Vendor that during
      the term of this Agreement: 

	 	
       
	
       
	
       

		
      (a) 
	
      Carleton shall record or cause to be recorded as
      assessment work all work conducted on the Property and otherwise shall
      maintain the Property in good standing at all times during the currency of
      this Agreement and shall ensure that any annual maintenance fees required
      by the Province of Saskatchewan for any claim subject hereto is paid for
      each year (for those years that Carleton intends to keep its interest in
      the Property) and copies of receipts for such payment are forwarded to the
      Vendor for each year, unless and until such claims are terminated pursuant
      to Article 9 herein; 








		
      (b) 
	
      Carleton shall carry on all operations on the Property in
      a good and workmanlike manner and in compliance with all applicable
      governmental regulations and restrictions including but not limited to the
      posting of any reclamation bonds and the conduct of all reclamation work
      as may be required by any governmental regulations or regulatory
      authorities; 

	 	
       
	
       

		
      (c) 
	
      Carleton shall pay or cause to be paid any rates, taxes,
      duties, royalties, Worker’s Compensation or other assessments or fees
      levied with respect to the Property or Carleton’s operations thereon;
    

	 	
       
	
       

		
      (d) 
	
      Carleton shall hold harmless, indemnify, and defend the
      Vendor from any claims, loss, damage, judgement or expense for loss or
      damage to property and death, including environmental damages, or injury
      to persons arising out of Carleton’s activities or operations on the
      Property, except to the extent that any such claim, loss, damage,
      judgement, or expense is caused by the negligence of the Vendor, its
      employees, agents or assigns; 

	 	
       
	
       

		
      (e) 
	
      Carleton shall ensure that, in connection with the entry
      onto the Property of any exploration contractor or other worker, there
      shall be in place, either through Carleton or such contractor or worker,
      comprehensive broad-form liability insurance covering claims for personal
      injury, death or property damage with a coverage limit of at least
      $1,000,000; 

	 	
       
	
       

		
      (f) 
	
      Carleton shall maintain books of account in respect of
      its expenditures and operations on the Property and, upon reasonable
      notice, shall make such books available for inspection by representatives
      of the Vendor; 

	 	
       
	
       

		
      (g) 
	
      Carleton shall allow any duly authorized agent or
      representative of the Vendor to inspect the Property at reasonable times
      and intervals and upon reasonable notice given to Carleton, provided
      however that it is agreed and understood that any such agent or
      representative shall be at his own risk in respect of, and Carleton shall
      not be liable for, any injury incurred while on the Property, howsoever
      caused; and 

	 	
       
	
       

		
      (h) 
	
      Carleton shall provide to the Vendor, annually, a summary
      report outlining Carleton’s progress on the Property and shall provide to
      Vendor, annually, a copy of all factual, non-interpretive data derived
      from Carleton’s operations on the Property. 

	 	
       
	
       

	6. 	
      RIGHT OF ENTRY 

	 	
       
	
       

	6.01 	
      During the currency of this Agreement, Carleton, its
      servants, agents and workmen and any persons duly authorized by Carleton,
      shall have the right of access to and from and to enter upon and take
      possession of and prospect, explore and develop the Property in such
      manner as Carleton in its sole discretion may deem advisable and shall
      have the right to remove and ship therefrom ores, minerals, metals,
      diamonds, or other products recovered in any manner therefrom.
  








	6.02 	
      Carleton shall be provided access to all maps, reports,
      assay results and other technical data in the possession or under the
      control of the Vendor with respect to the Property and shall be entitled
      to take copies thereof. 

	 	
       
	
       

	7. 	
      REPRESENTATIONS AND WARRANTIES 

	 	
       
	
       

	7.01 	
      The Vendor hereby represents and warrants that:


	 	
       
	
       

		
      (a) 
	
      the Vendor has made applications for a 100% interest in
      the mineral prospecting permits comprising the Property and has the right
      to enter into this Agreement to sell and assign an interest in the
      Property absolutely in accordance with the terms of this Agreement;
  

	 	
       
	
       

		
      (b) 
	
      applications for the mineral prospecting permits
      comprising the Property have been, to the best information, knowledge, and
      belief of the Vendor, properly filed, and to the best information,
      knowledge, and belief of the Vendor there are no disputes over the title,
      staking or recording of such mineral claims; 

	 	
       
	
       

		
      (c) 
	
      the mineral claims comprising the Property are in good
      standing and free and clear of any liens, charges or encumbrances of any
      nature or kind whatsoever, to the best information, knowledge, and belief
      of the Vendor; and 

	 	
       
	
       

		
      (d) 
	
      the Vendor has not done anything whereby the mineral
      prospecting permits comprising the Property may be in any way encumbered.
      

	 	
       
	
       

	7.02 	
      Carleton hereby represents and warrants that: 

	 	
       
	
       

		
      (a) 
	
      Carleton has full corporate power and authority to enter
      into this Agreement and the entering into of this Agreement does not
      conflict with any applicable laws or with the charter documents of
      Carleton or any contract or other commitment to which Carleton is a party;
      and 

	 	
       
	
       

		
      (b) 
	
      the execution of this Agreement and the performance of
      its terms have been duly authorized by all necessary corporate actions
      including the resolution of the Board of Directors of Carleton. 

	 	
       
	
       

	8. 	
      ASSIGNMENT 

	 	
       
	
       

	8.01 	
      With the consent of the other party, which consent shall
      not be unreasonably withheld, each party has the right to assign all or
      any part of its interest in this Agreement and in the Property, subject to
      the terms and conditions of this Agreement. It shall be a condition
      precedent to any such assignment that the assignee of the interest being
      transferred agrees to be bound by the terms of this Agreement, insofar as
      they are applicable. 








	
      9. 
	
      TERMINATION 

	   
	   
	
       
	
       

	
      9.01 
	
      This Agreement shall terminate upon the occurrence of one
      of the following events: 

	
       
	   
	
       
	
       

	
            
	
      (a)     
	
      in the event that Carleton, not being at the time in
      default under any provision of this Agreement, gives 30 days’ written
      notice to the Vendor of the termination of this Agreement; 



	
       
	   
	
       
	
       

	
          
	
      (b)   
	
      in the event that Carleton shall fail to comply with any
      of the requirements to make cash payments in the amounts and within the
      time limits set forth in Article 2; 


	
       
	   
	
       
	
       

	
              
	
      (c)       
	
      in the event that Carleton shall fail to comply with any
      of its obligations hereunder, other than the obligations referred to in
      subparagraph 9.01(b), and, subject to paragraph 10.01, within 30 days of
      receipt by Carleton of written notice from the Vendor of such default,
      Carleton has not: 




	
       
	   
	
       
	
       

	
          
	
          
	
      (i)   
	
      cured such default, or commenced proceedings to cure such
      default and prosecuted same to completion without undue delay; or
  


	
       
	   
	
       
	
       

	
       
	
       
	
      (ii) 
	
      given the Vendor notice that it denies that such fault
      has occurred. 

	
       
	   
	
       
	
       

	
      In the event that Carleton gives notice that it denies
      that a default has occurred, Carleton shall not be deemed in default until
      the matter shall have been determined finally through such means of
      dispute resolution as such matter has been subjected to by either party.
      



	
       
	   
	
       
	
       

	
      9.02 
	
      Upon termination of this Agreement under paragraph 9.01,
      Carleton shall: 

	
       
	   
	
       
	
       

	
          
	
      (a)   
	
      transfer title to the Property to the Vendor free and
      clear of all liens, charges and encumbrances and obligations for
      reclamation or detoxification; 


	
       
	   
	
       
	
       

	
            
	
      (b)     
	
      turn over to the Vendor copies of all non-interpretive
      maps, reports, sample results, contracts and other data and documentation
      in the possession of Carleton or, to the extent within Carleton’s control,
      in the possession of its agents, employees or independent contractors, in
      connection with its operations on the Property; 



	
       
	   
	
       
	
       

	
            
	
      (c)     
	
      ensure that the Property is in a safe condition and
      complies with all environmental and safety standards including standards
      for reclamation and detoxification, imposed by any duly authorized
      regulatory authority; and 



	
       
	   
	
       
	
       

	
          
	
      (d)   
	
      ensure that its covenants under subparagraphs 5.01 (a)
      through (e) have been fully complied with. 


	
       
	   
	
       
	
       

	
      9.03     
	
      Upon the termination of this Agreement under paragraph
      9.01, Carleton shall cease to be liable to the Vendor in debt, damages or
      otherwise save for the performance of those obligations in paragraph 9.02.
      










	9.04 	
      Upon termination of this Agreement under paragraph 9.01,
      Carleton shall vacate the Property within a reasonable time after such
      termination, but shall have the right of access to the property for a
      period of six months thereafter for the purpose of removing its chattels,
      machinery, equipment and fixtures. 

	 	
       

	10. 	
      FORCE MAJEURE 

	 	
       

	10.01 	
      The time for performance of any act or making any payment
      or any expenditure required under this Agreement shall be extended by the
      period of any delay or inability to perform due to fire, strikes, labour
      disturbances, riots, civil commotion, wars, acts of God, any present or
      future law or governmental regulation, any shortages of labour, equipment
      or materials, or any other cause not reasonably within the control of the
      party in default, other than lack of finances. 

	 	
       

	11. 	
      NOTICES 

	 	
       

	11.01 	
      Any notice, election, consent or other writing required
      or permitted to be given hereunder shall be deemed to be sufficiently
      given if delivered or mailed postage prepaid or if given by telegram,
      telex or telecopier, addressed as follows: 




	In the case of the Vendor: 	Ubex Capital Inc. 
	  	Suite 306 – 1140 Homer Street 
	  	Vancouver, B.C. 
	  	V6B 2X6 
	  	Fax: (604) 689-1722 
	  	  
	  	  
	In the case of Carleton: 	Carleton Ventures Corp. 
	  	Suite306 – 1140 Homer Street 
	  	Vancouver, British Columbia 
	  	V6B 2X6 
	  	Fax: (604) 689-1722 


and any such notice given us aforesaid shall be deemed to have
been given to the parties hereto if delivered, when delivered, or if mailed, on
the third business day following the date of mailing, or, if telegraphed,
telexed or telecopied, on the same day as the telegraphing, telexing or
telecopying thereof provided however that during the period of any postal
interruption in Canada or the United States any notice given hereunder by mail
shall be deemed to have been given only as of the date of actual delivery of the
same. Any party may from time to time by notice in writing change its address
for the purposes of this paragraph 11.01.

	12. 	
      GENERAL TERMS AND CONDITIONS 

	 	
       

	12.01 	
      The parties hereto hereby covenant and agree that they
      will execute such further 







agreements, conveyances and assurances as may be requisite, or
which counsel for the parties may deem necessary to effectually carry out the
intent of this Agreement.

12.02 This Agreement shall constitute the entire agreement
between the parties with respect to the Property. No representations or
inducements have been made save as herein set forth. No changes, alterations or
modifications of this Agreement shall be binding upon either party until and
unless a memorandum in writing to such effect shall have been signed by all
parties hereto. This Agreement shall supersede all previous written, oral or
implied understandings between the parties with respect to the matters
hereby.

12.03 Time shall be of the essence of this Agreement.

12.04 The titles to the articles in this Agreement shall not be
deemed to form part of this Agreement but shall be regarded as having been used
for convenience of reference only.

12.05 All currency references contained in this Agreement shall
be deemed to be references to Canadian funds.

12.06 Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision shall be prohibited by or be invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

12.07 The Schedules to this Agreement shall be construed with
and as an integral part of this Agreement to the same extent as if they were set
forth verbatim herein. Defined terms contained in this Agreement shall have the
same meanings where used in the Schedules.

12.08 This Agreement shall be governed by and interpreted in
accordance with the laws of the Province of British Columbia and the laws of
Canada applicable therein.

12.09 In the event that any suit, legal action, or arbitration
proceeding is instituted to interpret or enforce the terms of this Agreement,
including but not limited to any contest proceeding under paragraph 9.01, the
prevailing party shall be entitled to recover from the other party such sum as
the court or arbitrator may adjudge reasonable for attorney’s fees at trial and
on appeal of such suit, action or proceeding in addition to all other sums
provided by law.

12.10 This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.




IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto as of the day and year first above written.

	The COMMON SEAL of UBEX CAPITAL
    	c/s 
	INC. was hereunto affixed in the
      presence 	 
    
	of: 	 
    
	  	  
	               
         “Dennis Higgs” 	 
    
	  	  
	  	  
	SIGNED AND DELIVERED BY CARLETON 	 
    
	VENTURES CORP. and affixed in the
      presence 	 
    
	of: 	 
    
	  	  
	  	  
	               
         “Aileen Lloyd” 	 
    
	Authorized Signatory 	  






Schedule A

ROYALTY

               References
in this Schedule A to Sections and Articles in this Schedule A are so
identified, and references in this Schedule A to Sections and Articles in the
agreement to which this Schedule A is attached ( the “Main Agreement”) are so
identified. The defined words used in the Main Agreement shall have the same
meaning when used in this Schedule A except as otherwise expressly stated in
this Schedule A. The Royalty defined in Article 4 of the Main Agreement shall be
determined and governed as follows:

1.            Meaning
of Terms.

               1.1    
 As used in this Schedule A, the term “Grantor” shall mean Carleton as
defined in the Main Agreement, and shall include all of Carleton’s
successors-in-interest, including without limitation, assignees, partners, joint
venture partners, lessees and when applicable mortgagees and affiliated
companies having or claiming an interest in the Property or projects. 

               1.2     
As used in this Schedule A, the term “Grantee” and/or “Payee” shall mean the
Vendor as defined in the Main Agreement, and shall include all of the Vendor’s
successors-in-interest, including without limitation assignees, partners, joint
venture partners, lessees and when applicable mortgagees and affiliated
companies having or claiming an interest in the Property or projects or the
participating interest of the Grantee.

2.          
Establishment of Production Royalty. Grantor shall pay to Grantee the
royalty described in Section 4 below (“Royalty”) pursuant to the terms and
provisions of this Schedule A.

3.            Term.
The term of the Royalty hereby created shall be perpetual, it being the
intent of the parties hereto that, to the extent allowed by law, the Royalty
constitutes a vested interest in and a covenant running with the land and
affecting the Property and all successions thereof whether created privately or
through governmental action. In the event a court of competent jurisdiction
determines that the term of this Agreement violates the Rule Against
Perpetuities, then the term of this Agreement shall automatically be revised and
reformed to coincide with the maximum term permitted by the Rule Against
Perpetuities, and this Agreement shall not be terminated solely as a result of a
violation of the Rule Against Perpetuities.

4.            Production
Royalty. Grantor shall pay to Grantee a perpetual Royalty in the amount
of two percent (2%) on all ores produced from any or all of the Property, which
royalty shall be assignable by Grantor and shall be computed as set forth
herein.

Grantor shall pay to Grantee a royalty on all substances
produced and sold by Grantor from the Property, which royalty shall be computed
as follows:




For all uranium-bearing ores and solutions (i.e., mined
substances that are mined primarily for their uranium content) which are mined
and removed from the Property for sale or processing for the production of
“yellowcake” (U3O8 concentrate), whichever in Grantor’s discretion it shall
elect, the royalty reserved shall be as follows:

(1) Two percent (2%) of the value of the uranium in the form of
“yellowcake” recovered from ores mined and removed from the Property when
processing for such recovery is by Grantor prior to sale, or by a third party or
mill owned or controlled by Grantor. The value of the yellowcake for this
purpose shall be the average sale price, less transportation and other delivery
costs to the point of sale, received therefor by Grantor, or by the mill or
third party owned or controlled by it, for all yellowcake processed from ores
mined and removed from the Property and sold by Grantor, or sold by such owned
or controlled mill or third party, during the twelve (12) month period
immediately preceding the particular calendar month in which yellowcake is sold
and upon which royalty is to be computed.

(2) Two percent (2%) of the value of the uranium ores mined,
removed and sold from the Property by Grantor when such ores are sold in
unprocessed form by Grantor to a mill or third party which is not owned or
controlled by Grantor. The value of the ore for this purpose shall be the actual
proceeds received for such ores by the Grantor after deducting costs, if any,
for transporting and delivering such ores from the mine to the point of
sale.

(3) Two percent (2%) of the value of the yellowcake produced
from uranium-bearing mine water, leachates, pregnant liquors, pregnant slurries
(hereinafter referred to as “uranium-bearing solutions”) produced by in situ,
heap leaching or other solution mining process when processing for recovery is
by Grantor prior to sale, or by a third party or mill owned or controlled by
Grantor. The value for this purpose shall be the average sale price received for
the yellowcake so produced and sold by Grantor, or third party or mill owned or
controlled by Grantor, less costs of transportation and delivery of such
yellowcake to the point of sale, during the twelve (12) month period immediately
preceding the particular calendar month in which yellowcake produced from
uranium-bearing solutions from the Property is sold and upon which royalty is to
be computed.

(4) Two percent (2%) of the value of uranium-bearing solutions
produced from the Property when such solutions are sold in unprocessed form by
Grantor to a mill or third party which is not owned or controlled by Grantor.
The value of the uranium-bearing solutions for this purpose shall be the actual
proceeds received for such uranium-bearing solutions by the Grantor after
deducting costs, if any, of transporting and delivering such uranium-bearing
solutions from the project site to said mill or third party (point of sale).

               In
the event ores or uranium-bearing solutions mined and removed from the Property
are subject to computation of royalties pursuant to (1) or (3) above, and such
ores or solutions are processed for recovery of yellowcake in a mill which
processes other ores or solutions as well as ores or solutions from the
Property, such ores and solutions shall be separately weighed and sampled before
being commingled with said other ores or solutions. The amount of yellowcake
recovered from such ores or solutions mined from the Property shall be
determined on the basis 




of assays of such samples and the average recovery percentage
of that mill during the month in which said ores or solutions are processed.

In the event ores mined from Property are processed for
recovery of yellowcake pursuant to (1) above, and if Grantor or the mill or
third party owned or controlled by it, recovers and markets valuable
constituents other than yellowcake from said uranium-bearing ores as by-products
during the processing of such ores, then Grantee shall receive as royalty two
percent (2%) of the net proceeds received by Grantor from the sale of such
by-products. For purposes of computing this royalty, net proceeds shall be
defined as the actual proceeds received by Grantor for such byproducts less
costs of transporting said by-products to the point of sale.

5.     
      Production Royalty For Precious and
Other Minerals. Grantor shall pay to Grantee a perpetual Royalty in the
amount of two percent (2%) of Net Smelter Returns from the sale or other
disposition of all locatable minerals (other than uranium) produced from the
Property determined in accordance with the provisions set forth in the Rocky
Mountain Mineral Law Foundation’s Model Form Exploration, Development and Mine
Operating Agreement Form 5A. 

6.           General
Provisions.

               6.1    
 The Miscellaneous Provisions set forth in Article 12 of the Main
Agreement shall apply to this Schedule A as applicable.

               6.2     
In this Schedule A in all matters of interpretation, whenever necessary to
give effect to any provision of this instrument, the masculine shall include the
feminine and neuter and vice versa, the singular shall include the plural, and
the plural shall include the singular.