CHRISTENSEN RANCH AGREEMENT

 XXXXXXXXXXX
      RANCH AGREEMENT

THIS
      AGREEMENT made and entered into as of the 30 day of October, 2006.

BETWEEN: Xxxxxx
      Xxxxxxx, of 0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxx, 00000,
X.X.X.


      

          
            (herein
                called “Xxxxxxx”)

             
          

             
            OF
                THE FIRST PART

          

    

AND: Uranerz
      Energy Corporation, a company having an office at Xxxxx 0000, 000 Xxxx Xxxxxx
      Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0


      

          
            (herein
                called “Uranerz”)

             
          

             
            OF
                THE SECOND PART

          

    


Whereas,
      Xxxxxxx has certain geological reports including uranium deposit maps and
      mineralization front locations, together with written data including project
      summary charts of ore grade quantity and quality data, similar to that data
      used
      to acquire West North Butte and Reno Creek project areas which Uranerz now
      holds
      title to, amounting to a total of some five million pounds U3O8;
      And

Whereas,
      this latest area is known as the Xxxxxxxxxxx Ranch area which competent,
      experienced geologists have estimated could hold up to 53.7 million pounds
      U3O8
      in all categories covering in excess of some 10,000 acres and an estimated
      85
      miles of chemical redox fronts as explained and delineated in the report;
      And

Whereas,
      It is recognized that Areva holds approximately 212 claims in this area and
      has
      ownership to a portion of this stated resource; And

Whereas,
      Xxx Xxxxxx’x data file contains drill hole information on much of the area of
      interest; And

Whereas,
      Uranerz desires to increase its uranium resource position;

NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises,
      the
      mutual covenants herein set forth and the sum of One Dollar ($1.00) of lawful
      money of U.S. currency now paid by Uranerz to Xxxxxxx (the receipt whereof
      is
      hereby acknowledged), the Parties hereto do hereby mutually covenant and agree
      as follows:

Xxxxxxx
      will submit the report, tables and maps to Uranerz and Uranerz will immediately
      begin an aggressive land acquisition program to stake the areas of interest
      that
      are not now held by Areva or others. (A recent search of the records reveals
      no
      other participants in this area at this time.) 

 
 

          
        
 
As
      staking is completed Uranerz will:

(A)
      determine the measured and indicated uranium content by usual geological
      procedures of planimetering the ore outline and applying the chart average
      data
      contained in the report. This task will be completed by a competent experienced
      geologist (Xxxx Xxxxx, Xx Xxxxxxxx or equivalent). This was the method used
      at
      the Reno Creek area. Any mineralization held by third parties(Areva or others)
      by using the same planimeter method will be deducted from the total figure.
      Xxxxxxx reserves the right to have his own independent competent consultant
      perform the same study and the two totals will be averaged.

(B)
      in
      the case of front-only information, a flat fee will be paid to Xxxxxxx (as
      explained below) for each claim staked and registered which is not included
      in
      the claims included in the calculations in Item A above, and historical
      information indicates Reox front within these claims.

In
      exchange for the historic uranium mineralization information Uranerz agrees
      to
      pay Xxxxxxx and Xxxxxxx agrees to accept:

(A)Planimeter
      method: a sum of $0.40 (forty cents) for each measured and indicated pound
      staked, and ultimately owned by Uranerz, payable in shares of common stock
      of
      Uranerz Energy Corporation (the “URZ Shares”) as explained below; or

(B)
      Reox
      Front method: A fee of $750 for each claim registered with the Bureau of Land
      management (the “BLM”) which is not included in the calculations in Item A
      above, and historical information indicates the Reox front within the
      claims.

Payment
      for this geologic information and data (Items A and B above) will be made by
      Uranerz in the form of URZ
      Shares. For the calculation of URZ Shares payable, the value of the URZ Shares
      will be set at US$2.50 per URZ Share.

The
      URZ
      Shares will be issued to Xxxxxxx after confirmation by Uranerz that after
      staking of the claims, subject to the paramount title of the United States
      (but
      excepting those portions that may overlap adjacent fee lands), Uranerz is the
      sole and only owner of the claims; that each of the unpatented claims included
      in the staking has been validly located, filed and recorded in compliance with
      the laws of the State of Wyoming and of the United States as they relate to
      location and recordation of such claims including recording Affidavits and
      Notices of Intent to Hold with the appropriate County Recorder’s Office; that
      Uranerz has timely complied with all of the filing provisions of the Federal
      Land Policy and Management Act as they pertain to the unpatented claims included
      within the staked claims and that said claims are valid and subsisting mining
      claims. 

The
      URZ
      Shares issued to Xxxxxxx shall have a registration right, such that the URZ
      Shares issued to Xxxxxxx shall be included in the next registration statement
      or
      next amendment to a registration statement that is being conducted by Uranerz.
      If the URZ Shares have not been registered and become eligible for re-sale
      by
      six months after the date that the URZ Shares were issued to Xxxxxxx, then
      Uranerz shall pay a penalty of an additional 10% of the number of URZ Shares
      issued to Xxxxxxx.

 
 

          
        
 
As
      part
      of determining the amount of measured and indicated resource under provision
      (A)
      and the amount of redox trend to claim stake under provision (B), Uranerz will
      do an assessment as to the recoverability of uranium of these areas as
      related to the water table of the mineralized sandstone aquifer and the
      surface topography during the initial 30 day NOITL period.  Subject to
      a confidentiality agreement, consultants may be utilized to aide with the
      aforementioned assessment.  At Uranerz' discretion, those areas where
      the mineralized aquifer is not water saturated, or the
      topography deemed too steep for economic and practical ISR mining will be
      excluded from this Agreement.

Notwithstanding
      the calculation of the number of shares payable to Xxxxxxx based on items A
      and
      B above, the maximum number of URZ Shares that shall be issued pursuant to
      this
      Agreement shall be 5,000,000 URZ Shares.

The
      issuing of any URZ Shares may be subject to regulatory approval, including
      the
      approval of the American Stock Exchange.

Each
      of
      the parties to this Agreement shall from time to time and at all times do all
      such further acts and execute and deliver all further deeds and documents as
      shall be reasonably required in order to fully perform and carry out the terms
      and intent of this Agreement.

IN
      WITNESS WHEREOF
      the
      Parties hereto have duly executed this Agreement effective as of the day and
      year first above written.


Agreed
      _____________________________________
Xxxxxx
      Xxxxxxx

Agreed_____________________________________
Uranerz
      Energy Corporation
 
 
 
 

            
          
 
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CHRISTENSEN RANCH AGREEMENT

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