Filed by Automated Filing Services Inc. (604) 609-0244 - Uranerz Energy Corporation  - Exhibit 10.13







	Black Range
      Minerals – Uranerz Energy 	Red Desert Projects, Wyoming –Agreement



This Agreement is made on the 7th day of June
2006

Between:

Black Range Minerals Limited of Level 2, 675 Murray Street,
West Perth WA 6005, Australia (“Black Range”)

And

Uranerz Energy Corporation of 1701 “E” Street, Casper, Wyoming
82605-0850, USA (“Uranerz”)


	1. 	Projects



The Projects that are the subject of this Agreement comprise
two of Uranerz’s exploration projects located within the Red Desert area of
southern Wyoming, USA, namely:

	(i) 	 Eagle Project – comprising approximately 28 claims

	(ii) 	 Cyclone Rim Project – comprising approximately
        23 claims



Any properties or claims acquired within one (1) mile of the
properties listed above, by either of the parties to this agreement shall also
be integrated into the joint venture agreement.


	2. 	
      Exclusivity



On
execution of this agreement Uranerz shall grant Black Range the exclusive right
to earn the stated equity interests in the Projects. This exclusivity period
shall remain in effect until completion of the due diligence period.


	3.	
      Due
Diligence



Uranerz shall
provide Black Range copies of all exploration, financial and legal data
pertaining to the Projects within 21 days of execution of this agreement. On
receipt of these data Black Range shall have a further 21 days to complete due
diligence on the Projects.


	4.	
      Formation of a Joint
    Venture



Should Black Range
complete due diligence to its satisfaction the two parties shall form a joint
venture to conduct further exploration and to develop the Projects.

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	Black Range
      Minerals – Uranerz Energy 	Red Desert Projects, Wyoming –Agreement




	5. 	Equity Interests in the Joint Venture
  


Stage 1 

On inception of the joint venture Uranerz shall hold a 100%
interest in the joint venture and Black Range shall hold a 0% interest in the
joint venture. Under the terms of the joint venture Black Range shall have the
right to earn a 50% equity interest in the joint venture by managing and meeting
the first US$750,000 in exploration expenditure on the Projects, at no cost to
Uranerz, including land holding costs such as BLM maintenance fees, lease costs,
etc.

Black Range shall be obliged to spend at least US$100,000 per
year on exploration on the projects. Furthermore Black Range shall be obliged to
spend the first US$750,000 on exploration on the projects within three (3) years
of inception of the joint venture. Otherwise Black Range shall forfeit all
rights to earn any interest in the projects. 

This first phase exploration program shall be of suitable
detail to determine whether a resource of commercial quality can be reasonably
expected to be present on the Projects. Both parties shall agree upon a suitable
work program and budget prior to commencement of the program. As a minimum
requirement Black Range shall agree to drill at least three exploration holes to
depths greater than 800 feet on the Eagle property, to further evaluate known
but deep high-grade mineralisation on this property.

Once Black Range has spent US$750,000 on the Projects Uranerz’s
equity interest in the joint venture shall reduce to 50% and Black Range’s
equity interest in the joint venture shall increase to 50%.

Black Range shall provide Uranerz with a copy of all new data
pertaining to the Projects within 30 days of the date of acquisition of
such.

Stage 2


On completion of the first phase of the exploration program
Black Range and Uranerz shall have the right to fund a second program of
expenditure on the Projects. Should both parties elect to contribute equally
their equity interests in the joint venture shall remain unchanged.

On completion of the first phase of the exploration program,
should Uranerz elect not to contribute to the costs of the second phase of
expenditure on a pro-rata basis, then Black Range shall have the right to earn a
further 1% interest in the joint venture for every US$25,000 spent on the
Projects, to a maximum interest in the joint venture of 70% (by spending
US$500,000).

On the completion of the first phase exploration programme,
should Black Range elect not to contribute to the cost of a second phase of
expenditure on a pro-rata basis, then Uranerz shall have the right to earn a
further 1% interest in the joint venture for every US$25,000 spent on the
Projects, to a maximum interest in the joint venture of 70% (by spending
US$500,000).

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	Black Range
      Minerals – Uranerz Energy 	Red Desert Projects, Wyoming –Agreement



Stage 3


On completion of the second phase of expenditure, Black Range
and Uranerz shall have the right to contribute on a pro-rata basis to fund all
further expenditure on the Projects. Should both parties elect to contribute,
their respective equity interests in the joint venture shall remain
unchanged.

On completion of the second phase of expenditure, should
Uranerz elect not to contribute to all further expenditure on a pro-rata basis
then Black Range will have the right to earn a further 1% interest in the joint
venture for every US$25,000 spent on the Projects, to a maximum interest in the
joint venture of 100% (by spending US$750,000). Uranerz would be awarded a 6%
royalty on product fair market basis for their contribution up to that
point.

On completion of the second phase of expenditure, should Black
Range elect not to contribute to all further expenditure on a pro-rata basis
then Uranerz will have the right to earn a further 1% interest in the joint
venture for every US$25,000 spent on the Projects, to a maximum interest in the
joint venture of 100% (by spending US$750,000). Black Range would be awarded a
6% royalty on product fair market basis for their contribution up to that
point.

At all decision points budgets and work programs shall be
agreed upon and approved by both parties to the joint venture. In the event that
the two parties to the joint venture can not reach agreement over appropriate
budgets and work programs, the party holding the majority interest in the joint
venture at that time shall have the final decision.


	6. 	
      Responsibilities of Parties of the
      Agreement




The two parties of this Agreement shall understand and
acknowledge that Black Range’s primary responsibility to the joint venture shall
be to manage and conduct suitable, efficient and timely exploration on the
Projects. Black Range shall make every endeavour to complete appropriate
exploration programs that shall allow the joint venture to progress the Projects
to production as soon as practicable.

In a like manner, the two parties of this Heads of Agreement
shall understand and acknowledge that Uranerz’s primary responsibility to the
joint venture shall be to manage and implement the design and commissioning of a
suitable extraction and processing operation. Uranerz shall make every endeavour
to achieve as efficient and economically viable operation as possible on the
Projects, and once successfully commissioned, to make every endeavour to ensure
that the extraction and processing facility continues to operate efficiently and
optimally. During the commercialization phase, each joint venture Party shall
contribute to expenditure on a pro-rata basis as per their equity interest in
the Projects.

	7. 	
      First Right of Refusal

	 	 	 
		(i) 	
      For the duration of this agreement Uranerz shall preserve
      the right to directly assign its relevant interest in the Projects for an
      interest in a third parties’ Projects.



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	Black Range
      Minerals – Uranerz Energy 	Red Desert Projects, Wyoming –Agreement




	 	(ii) 	
      In circumstances other than (i) above, should either
      party elect to sell some or all of their interest in the joint venture,
      the other party to the joint venture shall have the first right of refusal
      to purchase that interest within 45 days of notification of the terms of
      the sale.




	8. 	
      Fuller Agreement



Upon completion of due diligence on the Projects by Black Range
the parties will enter into a fuller agreement setting out the full terms and
conditions of the agreement based on the commercial terms contained herein and
industry standard terms and conditions for all other issues.

	9. 	
      Warranties



Both parties to this agreement warrant that at all times they
shall disclose any information to the other party that could jeopardize the
standing of the Projects or of this agreement, in any manner whatsoever.

	10. 	
      Governing Law and Forum
Selection



This Heads of Agreement shall be construed and enforced in
accordance with the laws of the State of Wyoming.

SIGNED AS A DEED
For and behalf of Uranerz Energy
Corporation
By its duly authorized representative
In the presence
of:

	“George
      Hartman”	 	“Glenn Catchpole”
	Witness 	 	Representative 
	  	 	  
	  	 	  
	George Hartman	 	Glenn
      Catchpole
	Name (Please Print) 	 	Name (Please Print) 


SIGNED AS A DEED
For and behalf of Black Range Minerals
Limited
By its duly Authorized Representative
In the presence of:

	”Toni
      Jones”	 	”Michael Haynes”
	Witness 	 	   Representative 
	 	 	  
	 	 	  
	Toni Jones	 	Michael Haynes
	Name (Please Print) 	 	 Name (Please Print) 


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