Uranerz Energy Corporation: Form 10Q - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission file number: 001-32974

URANERZ ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA 98-0365605
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  
   
1701 East “E” Street, PO Box 50850  
Casper, Wyoming 82605-0850
(Address of principal executive offices) (Zip Code)

(307) 265-8900
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes[X] No[ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [X]
Non-accelerated filer [ ] Smaller reporting company[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No[X]

Number of shares of issuer’s common stock outstanding at August 5, 2011: 76,953,074


INDEX

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of June 30, 2011 and December 31, 2010  
Consolidated Statements of Operations for the three and six months ended June 30, 2011 and Accumulated from May 26, 1999 (date of inception) to June 30, 2011
Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010 and Accumulated from May 26, 1999 (date of inception) to June 30, 2011
Consolidated Statement of Stockholders’ Equity for the six month period from January 1, 2011 to June 30, 2011
Notes to the Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. (RESERVED)
Item 5. Other Information
Item 6. Exhibits
SIGNATURES


Item 1. Financial Statements

Uranerz Energy Corporation
(An Exploration Stage Company)

June 30, 2011

  Index
   
Consolidated Balance Sheets F–1
Consolidated Statements of Operations F–2
Consolidated Statements of Cash Flows F–3
Consolidated Statement of Stockholders’ Equity F–4
Notes to the Consolidated Financial Statements F–5



Uranerz Energy Corporation
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US dollars)

    June 30,     December 31,  
    2011     2010  
     
    (Unaudited)     (Audited)  
ASSETS            
Current Assets            
   Cash   44,852,760     36,437,370  
   Prepaid expenses and deposits (Note 6(a))   434,670     816,269  
   Other current assets   79,930     32,011  
Total Current Assets   45,367,360     37,285,650  
Prepaid Expenses and Deposits (Note 6(a))   1,406,976     825,583  
Mineral Property Reclamation Surety Deposits (Note 12(f))   2,019,721     2,019,721  
Property and Equipment (Note 4)   1,211,081     503,129  
Total Assets   50,005,138     40,634,083  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
Current Liabilities            
   Accounts payable   315,415     93,115  
   Accrued liabilities (Note 6(b))   258,458     617,184  
   Due to related parties (Note 7)   38,610     49,186  
Total Liabilities   612,483     759,485  
             
Commitments and Contingencies (Notes 5 and 12)            
Subsequent Event (Note 15)            
Stockholders’ Equity (Note 8)            
Preferred Stock, 10,000,000 shares authorized, $0.001 par value;
No shares issued and outstanding
 
   
 
Common Stock, 200,000,000 shares authorized, $0.001 par value;
76,738,574 and 70,821,433 shares issued and outstanding, respectively
 
76,739
   
70,821
 
Additional Paid-in Capital   142,102,505     123,138,957  
Deficit Accumulated During the Exploration Stage   (92,888,904 )   (83,443,134 )
Total Stockholders’ Equity   49,290,340     39,766,644  
Non-controlling Interest   102,315     107,954  
Total Equity   49,392,655     39,874,598  
Total Liabilities and Stockholders’ Equity   50,005,138     40,634,083  

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-1



Uranerz Energy Corporation
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in US dollars)
(Unaudited)

    Accumulated From                          
    May 26, 1999                          
    (Date of Inception)     Three Months Ended     Six Months Ended  
    to June 30,     June 30     June 30,  
    2011     2011     2010     2011     2010  
   $    $        
                               
Revenue                    
                               
Expenses                              
       Depreciation   692,896     60,493     48,788     115,211     95,159  
       Foreign exchange   73,493     24,525     (345 )   40,608     1,483  
       General and administrative (Note 9)   46,057,043     3,563,923     1,475,951     8,560,488     6,024,953  
       Mineral property expenditures   51,614,994     708,329     1,308,921     998,067     2,495,462  
Total Operating Expenses   98,438,426     4,357,270     2,833,315     9,714,374     8,617,057  
Operating Loss   (98,438,426 )   (4,357,270 )   (2,833,315 )   (9,714,374 )   (8,617,057 )
Other Income (Expense)                              
       Gain on sale of investment securities   79,129                  
       Interest income (Note 13)   1,980,846     22,132     12,784     41,087     28,290  
       Adjustment of cash equivalents       (77,439 )            
       Loss on settlement of debt   (132,000 )                
       Mineral property option payments received   152,477                  
Total Other Income   2,080,452     (55,307 )   12,784     41,087     28,290  
Loss from continuing operations   (96,357,974 )   (4,412,577 )   (2,820,531 )   (9,673,287 )   (8,588,767 )
Discontinued operations                              
       Loss from discontinued operations   (28,732 )                
       Gain on disposal of discontinued operations   979,709                  
Gain on Discontinued Operations   950,977                  
Net Loss   (95,406,997 )   (4,412,577 )   (2,820,531 )   (9,673,287 )   (8,588,767 )
Net loss attributable to non-controlling interest   2,518,093     149,479     168,392     227,517     241,833  
Net Loss Attributable to the Company   (92,888,904 )   (4,263,098 )   (2,652,139 )   (9,445,770 )   (8,346,934 )
                               
Amounts attributable to Company shareholders                              
   Loss from continuing operations   (93,839,881 )   (4,263,098 )   (2,652,139 )   (9,445,770 )   (8,346,934 )
   Gain on discontinued operations   950,977                  
Net Loss Attributable to the Company   (92,888,904 )   (4,263,098 )   (2,652,139 )   (9,445,770 )   (8,346,934 )
                               
Net Loss Per Share – Basic and Diluted         (0.06 )   (0.04 )   (0.13 )   (0.13 )
                               
Weighted Average Shares Outstanding         76,580,000     64,195,000     74,968,000     64,195,000  

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-2



Uranerz Energy Corporation
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US dollars)
(Unaudited)

    Accumulated From     For The     For The  
    May 26, 1999     Six Months     Six Months  
    (Date of Inception)     Ended     Ended  
    to June 30,     June 30,     June 30,  
    2011     2011     2010  
       
Operating Activities                  
     Net loss   (95,406,997 )   (9,673,287 )   (8,588,767 )
     Adjustments to reconcile net loss to cash used in operating activities:            
           Depreciation   692,896     115,211     95,159  
           Equity loss on investment   74,617          
           Gain on disposition of discontinued operations   (979,709 )        
           Gain on sale of investment securities   (79,129 )        
           Loss on settlement of debt   132,000          
           Non-cash mineral property option payment   (37,500 )        
           Shares issued to acquire mineral properties   19,105,000            
           Warrants issued for mineral property costs   1,258,000          
           Stock-based compensation   25,420,574     5,055,236     3,589,783  
     Changes in operating assets and liabilities:                  
           Prepaid expenses and deposits   (1,835,409 )   (199,794 )   172,684  
           Other current assets   (79,905 )   (47,919 )   6,483  
           Accounts payable and accrued liabilities   704,540     (136,427 )   229,110  
           Due to related parties   509,370     (10,575 )   (18,361 )
Net Cash Used in Operating Activities   (50,521,652 )   (4,897,555 )   (4,513,909 )
Investing Activities                  
     Reclamation surety deposits   (2,019,721 )        
     Acquisition of subsidiary, net cash paid   (48 )        
     Proceeds from sale of marketable securities   20,548,664         4,598,512  
     Purchase of property and equipment   (1,805,561 )   (823,163 )   (66,795 )
     Purchase of investment securities   (20,432,035 )        
     Disposition of subsidiary   905,092          
Net Cash Used In Investing Activities   (2,803,609 )   (823,163 )   4,531,717  
Financing Activities                  
     Repayment of loan payable   (98,414 )       (18,079 )
     Advances from related party   10,700          
     Contributions from non-controlling interest   2,620,408     221,878     252,343  
     Proceeds from issuance of common stock   100,152,465     13,938,873      
     Share issuance costs   (4,507,138 )   (24,643 )    
Net Cash Provided By Financing Activities   98,178,021     14,136,108     234,264  
Increase In Cash   44,852,760     8,415,390     252,072  
Cash - Beginning of Period       36,437,370     20,426,032  
Cash - End of Period   44,852,760     44,852,760     20,678,104  
Non-cash Investing and Financing Activities                  
     Sale of 60% of subsidiary for interest in mineral property   774,216          
     Investment securities received as a mineral property option payment   37,500          
     Purchase of equipment with loan payable   98,414          
     Common stock issued to settle debt   744,080          
     Warrants issued for mineral property costs   1,258,000              
     Common stock issued for mineral property costs   19,105,000          
Supplemental Disclosures                  
     Interest paid   12,184     424     424  
     Income taxes paid            

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-3



Uranerz Energy Corporation
(An Exploration Stage Company)
Consolidated Statement of Stockholders’ Equity
For the Six-Month Period Ended June 30, 2011
(Expressed in US dollars)
(Unaudited)

                      Deficit              
                      Accumulated              
                Additional     During the              
    Common Stock     Paid-in     Exploration     Non-Controlling        
    Shares     Amount     Capital     Stage     Interest     Total  
    #            
                                     
Balance, December 31, 2010   70,821,433     70,821     123,138,957     (83,443,134 )   107,954     39,874,598  
Fair value of stock options granted           5,055,236             5,055,236  
Shares issued upon the exercise of options   1,875,720     1,876     1,812,733             1,814,609  
Shares issued upon the exercise of warrants   4,041,421     4,042     12,120,222             12,124,264  
Share issuance costs           (24,643 )           (24,643 )
Contribution from non-controlling interest                   221,878     221,878  
Net loss and comprehensive loss for the period               (9,445,770 )   (227,517 )   (9,673,287 )
Balance, June 30, 2011   76,738,574     76,739     142,102,505     (92,888,904 )   102,315     49,392,655  

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-4



Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

1.

Nature of Operations

     

Uranerz Energy Corporation (the “Company”) was incorporated in the State of Nevada, U.S.A. on May 26, 1999. Effective July 5, 2005, the Company changed its name from Carleton Ventures Corp. to Uranerz Energy Corporation. The Company has mineral property interests in the United States.

     

The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploitation of uranium resources.

     
2.

Summary of Significant Accounting Policies

     
a)

Basis of Presentation

     

The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission (“SEC”) instructions for companies filing Form 10-Q. In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2011, and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in the notes to the interim consolidated financial statements related to this period are unaudited. The results for the three-month and six-month periods ended June 30, 2011 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, 2011. The unaudited interim consolidated financial statements have been condensed pursuant to the Securities and Exchange Commission's rules and regulations and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Company’s annual audited consolidated financial statements and notes thereto for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K filed on March 15, 2011 with the SEC.

     
b)

Cash and Cash Equivalents

     

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

     
c)

Mineral Property Costs

     

The Company is primarily engaged in the acquisition, exploration and development of mineral properties.

     

Mineral property exploration costs are expensed as incurred. Costs for acquired mineral property databases are similarly expensed upon acquisition.

     

Mineral property acquisition costs are expensed upon acquisition unless a property can be economically developed as a result of establishing proven and probable reserves and a bankable feasibility. In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.

     

When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares.

     

As of the date of these financial statements, the Company has no capitalized mineral expenditures.

     
d)

Income Taxes

     

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these consolidated financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

F-5



Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

     
e)

Fair Value of Financial Instruments

     

Financial instruments consist principally of cash and cash equivalents and accounts payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of cash equivalents and marketable securities is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

     
f)

Recent Accounting Pronouncements

     

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

     
3.

Cash and Cash Equivalents

     

At June 30, 2011, the Company had $44,852,760 in cash and cash equivalents. Pursuant to ASC 820 the fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company places cash investments in instruments that meet credit quality standards, as specified in the investment policy guidelines.

     
4.

Property and Equipment


                  June 30,     December 31,  
                  2011     2010  
            Accumulated     Net Carrying     Net Carrying  
      Cost     Depreciation     Value     Value  
           
  Computers and office equipment   235,634     153,696     81,938     85,936  
  Field equipment   1,035,561     539,199     496,362     417,193  
  Construction in progress   632,781         632,781      
      1,903,976     692,895     1,211,081     503,129  

5.

Mineral Properties

     
a)

On November 18, 2005, the Company entered into an agreement to acquire a 100% interest in 10 mining claims located in the Powder River Basin area, Wyoming, in consideration of $250,000. The amounts were paid in installments and completed by January 2007.

     
b)

On December 9, 2005, the Company entered into an option agreement to acquire a 100% interest in 44 mining claims within six mineral properties located in the Powder River Basin area, Wyoming. As at December 31, 2007 all requirements of this option agreement were satisfied and a deed for the 44 claims was received. A royalty fee of between 6% - 8% is payable, based on the uranium spot price at the time of delivery.

     
c)

On February 1, 2007, the Company acquired three mineral properties consisting of 138 unpatented lode mining claims located in Campbell County, Wyoming for a total purchase price of $3,120,000.

     
d)

On January 15, 2008, the Company acquired an undivided eighty-one percent (81%) interest in approximately 82,000 acres (33,100 hectares) of mineral properties located in the central Powder River Basin of Wyoming, and entered into a venture agreement (the “Arkose Mining Venture”) with the vendor pursuant to which the Company will explore the properties.

     
e)

On August 20, 2008, the Company leased 891 acres of mineral properties near the Company’s Nichols Ranch project area in Wyoming for an advance royalty payment of $22,275.

F-6



Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

5.

Mineral Properties (continued)

     
f)

On August 20, 2008, the Company, on behalf of the Arkose Mining Venture, leased 6,073 acres of mineral properties within Arkose’s area of interest in Wyoming for an advance royalty payment of $151,828.

     
g)

On September 18, 2008, the Company leased 984 acres of mineral properties within the Company’s North Reno Creek project area in Wyoming.

     
h)

On December 3, 2008, the Company, on behalf of the Arkose Mining Venture, leased 1,680 acres of mineral properties within Arkose’s area of interest in Wyoming for a five year advance royalty payment of $83,993.

     
i)

On July 7, 2009, the Company, on behalf of the Arkose Mining Venture, leased 320 acres of mineral properties within Arkose’s area of interest in Wyoming.

     
j)

On January 26, 2010, the Company acquired Geological Data on the North Reno Creek uranium prospect located in Campbell County, Wyoming for a total purchase price of $600,000.

     
k)

On August 13, 2010, the Company acquired Geological Data on the Powder River Basin, Wyoming by issuing warrants with a fair value of $1,258,000 to purchase 2,000,000 common shares of the Company at an exercise price of $3.00 per share.

     
6.

Balance Sheet Details

     
a)

The components of prepaid expenses and deposits are as follows:


      June 30,     December 31,  
      2011     2010  
       
               
  Consulting       5,295  
  Insurance   65,326     66,905  
  Lease costs   117,100     405,012  
  Reclamation bonding   115,129     224,655  
  Surface use and damage costs   76,255     109,806  
  Other   60,860     4,596  
  Current prepaid expenses and deposits   434,670     816,269  
               
  Construction equipment advance   590,944      
  Deposits   29,433     29,233  
  Power supply advance   674,200     674,200  
  Power supply deposit   112,399     122,150  
  Non-current prepaid expenses and deposits   1,406,976     825,583  

  b)

The components of accrued liabilities are as follows:


      June 30,     December 31,  
      2011     2010  
       
  Mineral exploration expenses   122,397     457,100  
  Reclamation costs   77,030     78,084  
  Other   59,031     82,000  
  Total accrued liabilities   258,458     617,184  

F-7



Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

7.

Related Party Transactions / Balances

     
a)

During the six months ended June 30, 2011, the Company incurred $Nil (2010 - $98,880) for contracted office and administrative services (included in general and administrative expenses) to a company controlled by a director who is Executive Chairman of the Company.

     
b)

During the six months ended June 30, 2011, the Company incurred $513,334 (2010 - $431,680) for consulting services (included in general and administrative expenses) provided by officers. Other general and administrative expenses were reimbursed in the normal course of business. At June 30, 2011, consulting services and expenditures incurred on behalf of the Company of $38,610 (December 31, 2010 - $46,493) are owed to these officers, and these amounts are unsecured, non-interest bearing, and due on demand.

     
c)

During the six months ended June 30, 2011, the Company paid fees of $83,875 (2010 - $80,250) to five non-executive directors of the Company for their services as directors. Other general and administrative expenses were reimbursed to the directors in the normal course of business. At June 30, 2011, expenditures incurred on behalf of the Company of $Nil (December 31, 2010 - $2,693) are owed to these directors, and these amounts are unsecured, non-interest bearing, and due on demand.

     
d)

During the six months ended June 30, 2011, the Company incurred $671,993 (2010 - $15,000) for bonuses (included in general and administrative expenses) for related party officers.

     
8.

Common Stock

     
a)

On August 8, 2011, the Company increased the number of authorized common shares from 200,000,000 to 750,000,000.

     
b)

During the six months ended June 30, 2011, the Company issued 1,875,720 shares of common stock, pursuant to the exercise of stock options, for proceeds of $1,814,609.

     
c)

During the six months ended June 30, 2011, the Company issued 4,041,421 shares of common stock, pursuant to the exercise of common share purchase warrants, for gross proceeds of $12,124,264.

     
9.

Stock Based Compensation

     

On June 15, 2011, the Company amended the 2005 Non-Qualified Stock Option Plan to increase the number of shares authorized for issuance under the plan from 10,000,000 to 30,000,000 and extend the plan termination date for an additional 10 years. No options shall be issued under the Stock Option Plan at a price per share less than the defined Market Price. On June 11, 2008, the Company modified the Stock Option Plan to define Market Price as the volume weighted average trading price of the Company’s common shares on the Toronto Stock Exchange or American Stock Exchange, now the NYSE Amex, whichever has the greater trading volume for the five trading days before the date of grant. At June 30, 2011, the Company had 19,950,360 shares of common stock available to be issued under the Stock Option Plan.

     

During the six months ended June 30, 2011, the Company granted 1,979,500 stock options with immediate vesting to directors, officers, employees and consultants to acquire 1,045,000 common shares at an exercise price of $3.98 per share expiring in 5 – 10 years, 884,500 common shares at an exercise price of $3.21 per share for 10 years, and 50,000 common shares at $2.87 per share for 2 years. During the six months ended June 30, 2011, the Company recorded stock-based compensation for the vested options of $5,055,236, as general and administrative expense.

     

During the six months ended June 30, 2010, the Company granted 1,187,500 stock options to directors, officers, employees and consultants to acquire 702,500 common shares at an exercise price of $1.33 per share for 5 - 10 years, 185,000 common shares at an exercise price of $1.35 per share for 1.5 years, 100,000 common shares at an exercise price of $1.40 per share for 10 years and 200,000 common shares at an exercise price of $1.64 per share for 1.5 years. During the six months ended June 30, 2010, the Company recorded stock-based compensation for the vested options of $1,053,975, as general and administrative expense.

     

On March 3, 2010, the Company modified the terms of 5,286,700 outstanding options. The weighted average grant date fair value of the modified stock options was $0.49 and the Company recognized an additional $2,535,808 stock based compensation expense which is included in general and administrative expense.

F-8



Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

9.

Stock Based Compensation (continued)

   

The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option- pricing model and the weighted average grant date fair values of stock options granted during the six months ended June 30, 2011 and 2010 were $2.54 and $0.90 per share, respectively.

   

The weighted average assumptions used are as follows:


      Six Months Ended  
      June 30,     June 30,  
      2011     2010  
               
  Expected dividend yield   0%     0%  
  Risk-free interest rate   1.83%     1.61%  
  Expected volatility   98%     107%  
  Expected option life (in years)   4.43     3.32  

The total intrinsic value of stock options exercised during the six months ended June 30, 2011 and 2010, was $6,356,975 and $nil respectively.

The following table summarizes the continuity of the Company’s stock options:

                  Weighted-        
            Weighted     Average        
            Average     Remaining     Aggregate  
      Number of     Exercise     Contractual     Intrinsic  
      Options     Price     Term (years)     Value  
                   
  Outstanding, December 31, 2010   6,735,600     1.86     6.05     14,372,749  
  Granted   1,979,500     3.61              
  Exercised   (1,875,720 )   0.97              
  Expired   (40,000 )   0.65              
  Outstanding, June 30, 2011   6,799,380     2.62     6.85     4,302,151  
  Exercisable, June 30, 2011   6,774,380     2.63     6.84     4,261,651  

A summary of the status of the Company’s non-vested options at June 30, 2011, and changes during the six months ended June 30, 2011 are presented below:

            Weighted  
            Average  
      Number of     Grant Date  
      Options     Fair Value  
           
  Non-vested at December 31, 2010   75,000     1.16  
  Granted   1,979,500     2.54  
  Vested   (2,029,500 )   2.51  
  Non-vested at June 30, 2011   25,000     0.98  

As at June 30, 2011, there was $5,264 in total unrecognized compensation cost related to non-vested stock option agreements. This cost is expected to be recognized over a weighted average period of 0.11 years.

F-9



Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

10.

Stock Purchase Warrants

   

During the six months ended June 30, 2011, 4,041,421 common share purchase warrants were exercised for gross proceeds of $12,124,264 and 183,579 common share purchase warrants expired, unexercised.

   

A summary of the changes in the Company’s common share purchase warrants is presented below:


            Weighted Average  
      Number     Exercise Price  
           
  Balance December 31, 2010   6,225,000     3.00  
  Exercised   (4,041,421 )   3.00  
  Expired   (183,579 )   3.00  
  Balance June 30, 2011   2,000,000     3.00  

As at June 30, 2011, the following common share purchase warrants were outstanding:

Number of Warrants Exercise Price Expiry Date
  $  
               2,000,000 3.00 June 30, 2014

11.

Shareholder Rights Plan

     

The Company has adopted a Shareholder Rights Plan (the "Plan") effective August 25, 2010. The Plan confers one right (a "Right") for each of the Company’s outstanding shares of common stock, as at August 25, 2010 and for shares of common stock issued thereafter. Each Right will be evidenced by the Company's shares of common stock and will trade with the Company's shares of common stock. Under the terms of the Plan, the Rights separate and become exercisable upon a “flip-in event”: if a person or group acquires 20% or more of the Company's common stock other than through a take-over bid which meets certain requirements, among them that the offer be extended to all shareholders, that it remain open for 60 days, and that it receive approval of not less than 50% of independent shareholders. If a flip-in event occurs as described in the Plan, the Rights entitle the holder of each Right to purchase for $8.75 per share (the “exercise price”) that number of shares of common stock of the Company which has a market value of twice the exercise price, subject to certain adjustments as provided under the Plan. The Plan is effective for a three-year period.

     
12.

Commitments

     
a)

The Company has employment or consulting services agreements with each of its executives. Officers with contracts for services have notice requirements which permit pay in lieu of notice and all officers are due a termination payment following a change in control of the Company.

     
b)

On September 18, 2008, the Company signed two mining lease agreements which require ten annual payments of $75,000. The first three payments have been made. Refer to Note 5(g).

     
c)

In 2008 the Company provided a bond in the amount of $622,500 to the State of Wyoming, Department of Environmental Quality or the Secretary of the Interior, United States Government. The bond is in lieu of depositing cash to guarantee reclamation of exploration drill holes in the Arkose Mining Venture and surety was provided by an insurance company. The bond applies to 250 drill holes on a revolving basis. The Company and the Arkose Mining Venture have a 100% record of completing reclamation without recourse to security provided.

     
d)

On May 1, 2009, the Company agreed to pay an estimated cost of $202,987, subsequently revised to $163,107, for the Nichols Ranch Power Line Extension Project. As at June 30, 2011, $50,708 for engineering and design has been incurred and recorded as an expense and $112,399 has been paid as a deposit which will be reclassified as the Project is completed.

     
e)

On May 19, 2010, the Company signed an office premises lease for a period of three years commencing September 1, 2010. Rent is approximately $48,658 (Cdn$50,604) per annum.

     
f)

In December 2010, the Company provided a $1,700,000 cash security to support a bond in the amount of $6,800,000 to the State of Wyoming, Department of Environmental Quality or the Secretary of the Interior, United States Government. The bond is in lieu of depositing cash to guarantee mine reclamation. The bond applies to the first year’s operation of the Company’s Nichols Ranch ISR Uranium Project. This amount together with other surety deposits of $319,721 have been classified as mineral property reclamation surety deposits.

F-10



Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
June 30, 2011
(Expressed in US dollars)
(Unaudited)

13.

Interest Income

   

On March 31, 2011, the Company’s bank incorrectly priced the market value of certain cash equivalents by overstating the carrying amount by $77,439. This pricing error was corrected in the quarter ended June 30, 2011 with the adjustment reported as an adjustment to cash equivalents in the three months ended June 30, 2011.

   
14.

Segment Disclosures

   

The Company has two operating segments both involving the acquisition and exploitation of uranium and mineral resources. These operating segments consist of the Arkose Mining Venture (“Arkose”) and the Company’s remaining operations.

   

Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates both reporting segments in one geographical area, the United States.

   

The Chief Executive Officer is the Company’s Chief Operating Decision Maker (CODM) as defined by ASC 280, Segment Reporting. The CODM allocates resources and assesses the performance of the Company based on the results of operations.

   

Financial statement information by operating segment is presented below:


      June 30, 2011     December 31, 2010  
      Total     Uranerz     Arkose     Total     Uranerz     Arkose  
       $    $        
  Assets   50,005,138     49,321,354     683,784     40,634,083     39,770,022     864,061  

      For the     For the  
      Six Months Ended     Six Months Ended  
      June 30, 2011     June 30, 2010  
      Total     Uranerz     Arkose     Total     Uranerz     Arkose  
               
                                       
  Net loss   (9,445,770 )   (8,970,709 )   (475,061 )   (8,346,934 )   (7,823,882 )   (523,052 )
  Foreign exchange   (40,608 )   (40,608 )       (1,483 )   (1,483 )    
  Interest income   41,087     41,087         28,290     28,290      
  Depreciation   (115,211 )   (115,211 )       (95,159 )   (95,159 )    

      For the     For the  
      Three Months Ended     Three Months Ended  
      June 30, 2011     June 30, 2010  
      Total     Uranerz     Arkose     Total     Uranerz     Arkose  
                                       
  Net loss   (4,263,099 )   (3,907,937 )   (355,162 )   (2,652,139 )   (2,244,140 )   (407,999 )
  Foreign exchange   (24,525 )   (24,525 )       345     345      
  Interest income   (55,307 )   (55,307 )       12,784     12,784      
  Depreciation   (60,493 )   (60,493 )       (48,788 )   (48,788 )    

15.

Subsequent Event

   

On July 20, 2011, the Company received its Materials License from the Nuclear Regulatory Commission which allows it to proceed with construction of its Nichols Ranch ISR Uranium Project in Wyoming.

F-11


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This quarterly report contains "forward-looking-statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and, if warranted, development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled "Risk Factors and Uncertainties" contained in our annual report on Form 10-K for the year ended December 31, 2010 and filed with the Securities and Exchange Commission on March 15, 2011. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.


General

We are a U.S.-based uranium company focused on achieving near-term commercial in-situ recovery (“ISR”) uranium production. ISR is a mining process that uses a “leaching solution” to extract uranium from underground ore bodies; it is the generally accepted extraction technology used in the Powder River Basin area of Wyoming (ISR comprised 41% of world uranium production in 2010). We control a large strategic land position in the Pumpkin Buttes Uranium Mining District of the central Powder River Basin of Wyoming, U.S.A. Our management team has specialized expertise in the ISR uranium mining method, and a record of licensing, constructing, and operating ISR uranium projects.

We are principally focused on the development of our properties in the Powder River Basin area into commercial ISR uranium mines. Our plan of operations is to bring two properties into production, the Nichols Ranch and Hank units, together referred to as the Nichols Ranch ISR Uranium Project, and continue the exploration and development of our other Wyoming Powder River Basin properties.

As of July 20, 2011 we have received the Permit to Mine from the Wyoming Department of Environmental Quality, Land Quality Division (“WDEQ”) and a Source Materials License from the United States Nuclear Regulatory Commission (“NRC”) for the Nichols Ranch ISR Uranium Project. The Permit to Mine and the Source Materials License were the final authorizations required to allow us to begin construction of our Nichols Ranch ISR Uranium Project. At this Project we expect to take our Nichols Ranch and Hank units into production of uranium concentrate, which can be sold directly to utilities for processing into fuel used in nuclear electrical generating facilities.

We have completed the detailed engineering and design of our processing facility and first production well field for the Nichols Ranch ISR Uranium Project. In July of 2011 we commenced construction of the facility and related infrastructure for our Nichols Ranch ISR Uranium Project.

A third project is in the license application preparation stage. In March 2010, we commenced preparation of the environmental permit and license applications for the Jane Dough unit, which is adjacent to the area currently being developed at the Nichols Ranch unit and will share its infrastructure. Jane Dough includes the Doughstick, South Doughstick and North Jane properties. Additional units may be added as we assess our geological data.

The mine plan for the Nichols Ranch ISR Uranium Project includes a central processing facility at our Nichols Ranch unit and a satellite ion exchange uranium concentrating facility at our Hank unit. The production level from these two units is planned to be in the range of 600,000 to 800,000 pounds per year (as U3O8). The central processing facility is licensed for a capacity of two million pounds per year of uranium (as U3O8) and it is intendedthat it will process uranium-bearing well field solutions from Nichols Ranch, as well as uranium-loaded resin transported from the Hank satellite facility, plus uranium-loaded resin from any additional satellite deposits that may be developed on our other Powder River Basin properties. The Jane Dough unit is compatible with this plan. We believe this centralized design enhances the economics of our potential additional satellite projects by maximizing production capacity while minimizing further capital expenditures on processing facilities.

We plan to use the ISR mining process whereby a ‘leaching’ agent, which contains an oxidant such as oxygen with sodium bicarbonate (commonly known as baking soda) and carbon dioxide, is added to the native groundwater and injected through wells into the ore body in a sandstone aquifer to dissolve minerals containing uranium. This solution is then pumped via other wells to the surface for processing into finished yellowcake product ready for sale to utilities requiring nuclear fuel for operations — resulting in a cost-efficient and, relative to other common mining methods, a more environmentally friendly mining process. The ISR mining process differs dramatically from conventional mining techniques in that ISR mining leaves the rock matrix in place. The ISR technique avoids the movement and milling of rock and ore as well as mill tailing waste associated with more traditional mining methods.


In anticipation of receiving all the approvals necessary to begin production, we commenced a marketing program for conditional sales of uranium from our Nichols Ranch ISR Uranium Project. In July of 2009 we announced that we entered into a sales agreement with Exelon Generation Company, LLC for the sale of uranium over a five year period for defined pricing. In August of 2009 we announced our second contract for the sale of uranium to a U.S. utility also over five years, with a pricing structure that contains references to both spot and long-term prices and includes a floor and ceiling price. These long-term contracts for the sale of uranium are with two of the largest nuclear utilities in the U.S. These two agreements do not individually represent a substantial portion of our targeted uranium production and our business is not substantially dependent on these agreements.

Our Powder River Basin properties include:

Our 100% owned properties are comprised of unpatented mineral lode claims, state leases and fee (private) mineral leases, summarized as follows:

          Number of Claims/        
           Property Composition   Ownership Interest (1)   Leases     Acreage  
Unpatented Lode Mining Claims   100%     877     17,540  
State Leases   100%     7     6,480  
Fee (private) Mineral Leases   100%     38     2,774  
Total               26,794  

(1) Subject to various royalties.

Our 100% owned properties in the Powder River Basin include the following property units:

Property   No. Claims     Acreage  
             
Jane Dough   22     440  
Collins Draw   32     640  
North Rolling Pin   54     1,080  
Hank   66     1,320  
Nichols Ranch   36     720  
Willow Creek   11     220  
West North-Butte   125     2,500  
East Nichols   44     880  
North Nichols   107     2,140  
Reno Creek   13     260  
TOTAL   510     10,200  

The Arkose Mining Venture properties are comprised of unpatented lode mining claims, state leases and fee (private) mineral leases, summarized as follows:



 

          Number of Claims/          
 Property Composition   Ownership Interest (1)   Leases       Acreage    
Unpatented Lode Mining Claims   81%     2,857     46,763  
State Leases   81%     3     2,080  
Fee (private) Mineral Leases   81%     65     17,740  
                   
Total               66,583  

(1) Subject to various royalties.

Through a combination of claim staking, purchasing and leasing, we have also acquired interests in projects that lie within the Powder River Basin but outside of the project areas discussed above. These properties include the Verna Ann and Niles Ranch projects. These projects are located in sandstone basins of Tertiary age with known uranium mineralization. However, due to our focus on other projects, we have not yet initiated exploration work on these projects.

Information regarding the location of and access to our Wyoming properties, together with the history of operations, present condition and geology of each of our properties, is presented in Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2010 under the heading “Description of Properties”, previously filed with the SEC on March 15, 2011.

During the second quarter of 2011 we:

Now that the Nichols Ranch development permits have been received we have begun construction of the processing facility and installation of the environmental monitor and production wells for the first well field. Up to six additional drilling rigs will be engaged. For the remainder of the 2011drilling season we will continue the planned exploration activities which include finishing the drilling of the northeast targets and then start exploring the southern targets. which include finishing the drilling of the northeast targets and then start exploring the southern targets.

Financial Position

The Company's overall financial position is disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 15, 2011 and the unaudited consolidated Financial Statements at June 30, 2011 as provided herein under the section heading "Financial Statements" above.

Liquidity and Capital Resources

We are carrying out an exploration, environmental and mine design program with a budget of approximately $3,600,000 in 2011. This plan, plus general and administrative expenses of approximately $6,200,000, amounts to cash requirements of approximately $9,800,000 for the year ending December 31, 2011 as reported in Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2010 under the heading "Description of Properties", previously filed with the SEC. Mineral property acquisitions, dependent upon opportunities that may arise, and Nichols Ranch ISR Uranium Project capital costs will be additional expenditures. During the six months ended June 30, 2011, mineral property expenditures incurred were $998,067.


At June 30, 2011 we had cash and short term securities of $44,852,760 and working capital of $44,754,877, as compared to cash and short term securities of $36,437,370 and working capital of $36,526,165 as at December 31, 2010. Our cash is invested in bank guaranteed savings accounts which, although available on demand, yield favorable rates of return.

Net cash used in operating activities was $4,897,555 for the six months ended June 30, 2011, compared to $4,513,909 for the corresponding period in 2010. The increase in net cash used in operations of $383,646 resulted primarily from an increase in cash expenditures for general and administrative expenses of $1,070,082 and a decrease in mineral property expenditures of $1,497,395 over 2010. Net cash used to purchase property and equipment was $823,163 for the six months ended June 30, 2011, compared to $66,795 used in the corresponding period in 2010. This reflects commencement of asset acquisitions for Nichols Ranch activities.

Net cash provided by financing activities amounted to $13,914,230 for the six months ended June 30, 2011, from proceeds of issuance of common stock on the exercise of options and warrants, compared to $Nil provided in the corresponding period in 2010. Contributions from non-controlling interests were $221,878 during the 2011 period, compared to $252,343 for the six months ended June 30, 2011.

During the twelve-month period following the date of this quarterly report, we anticipate that we will not generate any revenue. Our exploration plans will be continually evaluated and modified as exploration and environmental results become available. General and administrative expenses, planning and environmental expenses are incurred throughout the year; most of our exploration expenditures are incurred during the nine-month period of March through November. Modifications to our plans will be based on many factors including results of exploration, assessment of data, weather conditions, exploration costs, the price of uranium and available capital. Further, the extent of exploration programs that we undertake will be dependent upon the amount of financing available to us.

To date, our primary source of funds has been equity investments, and this trend is expected to continue together with production related financing when we are in production. We believe we have sufficient cash to continue our exploration and planning and to meet on-going operating expenses for the next twelve months, and beyond, as we scale our operations to the resources we have available. We anticipate that any additional funding may be in the form of equity financing from the sale of our common stock and the exercise of share purchase options or debt, depending on capital markets. Accordingly, we increased the number of shares of common stock available for issuance upon exercise of options granted under our stock option plan from 10,000,000 to 30,000,000 and increased our authorized common shares from 200,000,000 to 750,000,000.

Our current short term investments have not been devalued by the current stock market disruptions as these investments are primarily in low risk bearer deposit notes issued and guaranteed by Canadian Chartered Banks. Rates of return, however, are at historic lows. At the end of the investment period of these securities we plan on reinvesting the securities in similar short term instruments. Management and the board of directors periodically meet to review the status of these investments and determine investment strategies, taking into account current market conditions and the short and long term capital needs of the Company.

Results of Operations

Three-month period ended June 30, 2011 compared to three-month period ended June 30, 2010

Revenue and Operating Expenses

We have not earned any revenues to date and we anticipate that we will not generate any revenues during the twelve-month period following the date of this quarterly report.


We incurred total operating expenses of approximately $4,357,270 for the three-month period ended June 30, 2011, as compared to $2,833,315 for the corresponding period in 2010. The increase of operating expenses in the amount of $1,523,955 was primarily attributable to a $2,009,611 increase in stock-based compensation included in general and administrative expenses, partially offset by a $600,592 decrease in mineral property expenses resulting from poor weather conditions for exploration drilling.

We had no significant financing expense for the three-month periods ended June 30, 2011 and 2010. A correction of bank reported market values resulted in a $55,307 decrease of interest income for the three-month period ended June 30, 2011 as compared interest income of $12,784 for the corresponding period in 2010. This income resulted from short term investments which are periodically adjusted to market.

Net loss for the three-month period ended June 30, 2011 was approximately $4,412,577, as compared to approximately $2,820,531for the corresponding period in 2010.

Six-month period ended June 30, 2011 compared to six-month period ended June 30, 2010

We incurred total operating expenses of approximately $9,714,374 for the six-month period ended June 30, 2011, as compared to $8,617,057 for the corresponding period in 2010. The increase of operating expenses in the amount of $1,097,317 was primarily attributable to a $1,465,453 increase in stock-based compensation included in general and administrative expenses, a $1,070,082 increase in other general and administrative expenses arising from the growth of the Company’s activities offset by a $1,497,395 decrease in mineral property expenditures.

We had no significant financing expense for the six-month periods ended June 30, 2011 and 2010. We earned $41,087 of interest income for the six month period ended June 30, 2011 as compared to $28,290 for the corresponding period in 2010. This increase resulted from additional short term investments.

Net loss for the six-month period ended June 30, 2011 was approximately $9,673,287, as compared to $8,588,767 for the corresponding period in 2010, an increase of $1,084,520. The net loss was affected by variation of operating expenses described above.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders except as disclosed in the unaudited Financial Statements at June 30, 2011. The Company has had no material changes to its off-balance sheet arrangements as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 15, 2011 and the unaudited Financial Statements at June 30, 2011 as provided herein under the section heading “Financial Statements” above.

Critical Accounting Policies

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.


We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

Mineral Property Costs

The Company is primarily engaged in the acquisition, exploration and development of mineral properties.

Mineral property exploration costs are expensed as incurred. Costs for acquired mineral property databases are similarly expensed upon acquisition.

Mineral property acquisition costs are expensed upon acquisition unless a property can be economically developed as a result of establishing proven and probable reserves and a bankable feasibility. In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.

When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares.

As of the date of this report, the Company has no capitalized mineral expenditures.

Contractual Obligations

The Company has had no material changes to its contractual obligations as disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2011 and the unaudited Financial Statements at June 30, 2011 as provided herein under the section heading “Financial Statements” above.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our operations are not yet exposed to risks associated with commodity prices, interest rates and credit. Commodity price risk is defined as the potential loss that we may incur as a result of changes in the fair value of uranium. Interest rate risk results from our debt and equity instruments that we issue to provide financing and liquidity for our business. Credit risk would arise from the extension of credit throughout all aspects of our business but is not yet significant. Industry-wide risks can, however, affect our general ability to finance exploration, and development of exploitable resources; such effects are not predictable or quantifiable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Company’s management, including its Chief Executive Officer (“CEO”), Glenn Catchpole, and Chief Financial Officer (“CFO”), Benjamin Leboe, of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms; and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.


Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During our most recently completed fiscal quarter ended June 30, 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(a)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

  
(b)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

  
(c)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A. Risk Factors

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 15, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended June 30, 2011, no unregistered securities were sold.

Item 3. Defaults upon Senior Securities

None.

Item 4. (RESERVED)

None.


Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are attached to this Quarterly Report on Form 10-Q:

Exhibit  
Number Description
3.1 Articles of Incorporation (1)
3.2 Bylaws, as amended (1)
3.3 Articles of Amendment filed July 5, 2005 (2)
3.4 Articles of Amendment filed August 8, 2008(3)
3.5 Articles of Amendment filed July 8, 2009(4)
4.1 Share Certificate (1)
4.2 Form of Lock-up Agreement(6)
4.3 Warrant Indenture, dated October 27, 2009(7)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)

Previously filed as an exhibit to the Registrant’s Form SB-2 filed March 15, 2002

(2)

Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-KSB filed April 14, 2006

(3)

Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed August 11, 2008

(4)

Previously filed as an exhibit to the Registrant’s Form S-3 filed July 9, 2009

(5)

Previously filed as an exhibit to the Registrant’s Form S-3 filed July 9, 2009

(6)

Previously filed as an exhibit to the Registrant’s Form 8-K, filed October 22, 2009

(7)

Previously filed as an exhibit to the Registrant’s Form 8-K, filed October 27, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

URANERZ ENERGY CORPORATION

By: /s/ Benjamin Leboe By: /s/ Glenn Catchpole
   
Benjamin Leboe, Senior Vice President, Finance and Glenn Catchpole, President and Chief Executive
Chief Financial Officer Officer, Director
(Principal Financial and Accounting Officer) (Principal Executive Officer)
   
Date: August 9, 2011 Date: August 9, 2011