Uranerz Energy Corporation - Form 10-Q - 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, 2014

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 July31, 2014: 86,238,806


INDEX

PART I - FINANCIAL INFORMATION
  Item 1. Financial Statements (unaudited)
    Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013
  Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2014 and 2013 and Accumulated from May 26, 1999 (date of inception) to June 30, 2014
  Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013 and Accumulated from May 26, 1999 (date of inception) to June 30, 2014
  Consolidated Statement of Changes in Deficit for the six month period from January 1, 2014 to June 30, 2014.
    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 1.A. Risk Factors
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Mine Safety Disclosure
  Item 5. Other Information
  Item 6. Exhibits
SIGNATURES


Item 1. Financial Statements (unaudited)

 

Uranerz Energy Corporation
(An Exploration Stage Company)

June 30, 2014 Index
   
Consolidated Balance Sheets F–1
Consolidated Statements of Comprehensive Loss F–2
Consolidated Statements of Cash Flows F–3
Consolidated Statement of Changes in Deficit 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,  
    2014     2013  
    $     $  
    (Unaudited)     (Audited)  
ASSETS            
             
Current Assets            
             
   Cash   2,930,779     11,915,676  
   Prepaid expenses and deposits (Note 6(a))   798,378     1,313,558  
   Inventory (Note 3)   749,030      
   Other current assets   55,676     76,654  
Total Current Assets   4,533,863     13,305,888  
             
Debt Issuance Costs (Note 8)   266,664     307,120  
Prepaid Expenses and Deposits (Note 6(a))   480,361     548,271  
Mineral Property Reclamation Surety Deposits (Note 9)   2,081,039     2,081,039  
Property and Equipment (Note 4)   791,961     706,447  
Total Assets   8,153,888     16,948,765  
             
LIABILITIES AND DEFICIT            
             
Current Liabilities            
             
   Accounts payable   429,879     580,984  
   Accrued liabilities (Note 6(b))   582,326     1,674,779  
   Current portion of note payable (Note 8)   1,417,615      
   Due to related parties (Note 7(a))   13,220      
Total Current Liabilities   2,443,040     2,255,763  
             
Note Payable (Note 8)   18,582,385     20,000,000  
Asset Retirement Obligations (Note 9)   1,816,907     1,241,481  
Total Liabilities   22,842,332     23,497,244  
             
Commitments (Notes 5 and 14)            
Subsequent Events (Note 16)            
             
Deficit            
     
Preferred Stock, 10,000,000 shares authorized, $0.001 par value;
No shares issued and outstanding
     
Common Stock, 750,000,000 shares authorized, $0.001 par value;
86,268,806 and 85,815,074 shares issued and outstanding, respectively
86,269 85,815
             
Additional Paid-in Capital   158,123,303     156,814,709  
             
Deficit Accumulated During the Exploration Stage   (172,926,627 )   (163,562,491 )
             
Uranerz Stockholders’ Deficit   (14,717,055 )   (6,661,967 )
             
Non-controlling Interest   28,611     113,488  
             
Total Deficit   (14,688,444 )   (6,548,479 )
             
Total Liabilities and Deficit   8,153,888     16,948,765  

(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 Comprehensive Loss
(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,  
    2014     2014     2013     2014     2013  
    $     $     $     $     $  
                               
Revenue                    
                               
Expenses                              
                               
       Depreciation   1,342,894     55,527     52,583     106,939     108,599  
       Accretion of asset retirement obligation (Note 9)   167,259     14,986     19,104     36,817     37,136  
       Foreign exchange gain   (8,422 )   (33,474 )   (5,257 )   (74,399 )   (5,052 )
       General and administrative (Notes 7 and 11)   66,805,916     1,821,459     1,268,949     3,176,699     2,545,154  
       Mineral property expenditures (Note 5(m) and 11)   109,474,279     2,369,471     1,679,351     5,689,284     4,469,669  
                               
Total Operating Expenses   177,781,926     4,227,969     3,014,730     8,935,340     7,155,506  
                               
Operating Loss   (177,781,926 )   (4,227,969 )   (3,014,730 )   (8,935,340 )   (7,155,506 )
                               
Other Income (Expense)                              
                               
       Gain on sale of investment securities   79,129                  
       Interest income   2,089,489     3,933     2,614     11,405     6,614  
       Interest expense   (1,944,295 )   (307,728 )   (237,106 )   (615,456 )   (237,106 )
       Other income (expense)   (112,569 )   1,108         19,431      
       Mineral property option payments received   152,477                  
                               
Total Other Income (Expenses)   264,231     (302,687 )   (234,492 )   (584,620 )   (230,492 )
                               
Loss from Continuing Operations   (177,517,695 )   (4,530,656 )   (3,249,222 )   (9,519,960 )   (7,385,998 )
                               
Discontinued Operations                              
                               
       Loss from discontinued operations   (28,732 )                
       Gain on disposal of discontinued operations   979,709                  
                               
Gain on Discontinued Operations   950,977                  
Net Loss and Comprehensive Loss   (176,566,718 )   (4,530,656 )   (3,249,222 )   (9,519,960 )   (7,385,998 )
Net Loss and Comprehensive Loss attributable to 
   non-controlling interest
  3,640,091     75,797     55,556     155,824     111,587  

Net Loss and Comprehensive Loss Attributable to 
   Company Stockholders

  (172,926,627 )   (4,454,859 )   (3,193,666 )   (9,364,136 )   (7,274,411 )
                               
Amounts Attributable to Company Stockholders                              
   Loss from continuing operations   (173,877,604 )   (4,454,859 )   (3,193,666 )   (9,364,136 )   (7,274,411 )
   Gain on discontinued operations   950,977                  
Net Loss Attributable to the Company   (172,926,627 )   (4,454,859 )   (3,193,666 )   (9,364,136 )   (7,274,411 )
Net Loss Per Share – Basic and Diluted         (0.05 )   (0.04 )   (0.11 )   (0.10 )
                               
Weighted Average Number of Shares Outstanding         86,214,000     77,209,000     86,059,000     77,208,000  

(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              
    May 26, 1999              
    (Date of Inception)     Six months Ended  
    to June 30,     June 30,        
    2014     2014     2013  
    $     $     $  
Operating Activities                  
     Net loss and comprehensive loss   (176,566,718 )   (9,519,960 )   (7,385,998 )
     Adjustments to reconcile net loss to cash used in operating activities:                  
           Depreciation   1,342,894     106,939     108,599  
           Accretion of asset retirement obligation   167,259     36,817     37,136  
           Accretion of discount on notes payable   525,461         127,780  
           Amortization of financing costs   338,658     40,456     86,641  
           Asset retirement cost   1,642,155     531,116     36,914  
           Equity loss on investment   74,617          
           Gain on disposition of discontinued operations   (979,709 )        
           Gain on sale of investment securities   (79,129 )        
           Other expense (income)   112,569     (19,431 )    
           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   31,033,379     817,538     478,181  
     Changes in operating assets and liabilities:                  
           Prepaid expenses and deposits   (1,272,503 )   583,089     211,835  
           Inventory   (741,537 )   (741,537 )    
           Other current assets   (55,650 )   20,979     (11,368 )
           Accounts payable and accrued liabilities   1,142,871     (1,243,558 )   (466,291 )
           Due to related parties   483,979     13,220     1,342  
Net Cash Used in Operating Activities   (122,505,904 )   (9,374,332 )   (6,775,229 )
Investing Activities                  
     Reclamation surety deposits   (2,081,039 )        
     Proceeds from sale of property and equipment   20,512     20,512      
     Acquisition of subsidiary, net cash paid   (48 )        
     Proceeds from sale of marketable securities   20,548,664          
     Investment in property and equipment   (2,037,519 )   (193,534 )   (17,861 )
     Purchase of investment securities   (20,432,035 )        
     Disposition of subsidiary   905,092          
Net Cash Used in Investing Activities   (3,076,373 )   (173,022 )   (17,861 )
Financing Activities                  
     Proceeds from notes payable   26,000,000         6,000,000  
     Repayment of notes payable   (6,098,414 )        
     Financing costs   (656,187 )       (296,840 )
     Advances from related party   10,700          
     Contributions from non-controlling interest   3,668,703     70,947     66,500  
     Proceeds from issuance of common stock   111,244,539     527,718     2,275  
     Share issuance costs   (5,656,285 )   (36,208 )    
Net Cash Provided by Financing Activities   128,513,056     562,457     5,771,935  
Increase (Decrease) In Cash   2,930,779     (8,984,897 )   (1,021,155 )
Cash - Beginning of Period       11,915,676     7,016,710  
Cash - End of Period   2,930,779     2,930,779     5,995,555  
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          
     Stock options issued for mineral property expenditures   170,598          
     Common stock issued to settle debt   744,080          
     Warrants issued with notes payable   525,461         525,461  
     Warrants issued for mineral property costs   1,258,000          
     Common stock issued for mineral property costs   19,105,000          
Supplemental Disclosures                  
     Interest paid   1,082,667     564,884     22,685  
     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 Changes in Deficit
For the Six Month Period June 30, 2014
(Expressed in US dollars)
(Unaudited)

                      Deficit              
                      Accumulated              
                Additional     During the     Non-        
    Common Stock     Paid-in     Exploration     Controlling        
    Shares     Amount     Capital     Stage     Interest     Total  
    #     $     $     $     $     $  
                                     
Balance, December 31, 2013   85,815,074     85,815     156,814,709     (163,562,491 )   113,488     (6,548,479 )
Stock-based compensation           717,638             717,638  
Shares issued upon the exercise of options   268,732     269     327,449             327,718  
Shares issued upon the exercise of warrants   125,000     125     199,875             200,000  
Shares issued for services   60,000     60     99,840             99,900  
Share issuance costs           (36,208 )           (36,208 )
Contribution from non-controlling interest                   70,947     70,947  
Net loss and comprehensive loss for the period               (9,364,136 )   (155,824 )   (9,519,960 )
Balance, June 30, 2014   86,268,806     86,269     158,123,303     (172,926,627 )   28,611     (14,688,444 )

(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
Six Months Ended June 30, 2014 and 2013
(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 and mineral resources.

     

As at June 30, 2014, the Company has working capital of $2,090,823 and cash on hand of $2,930,779. Management expects that the Company’s financial position, together with the financing described in Note 16(a), will be sufficient to fund operations through 2015.

     
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, 2014, 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 and six-month period ended June 30, 2014 are not necessarily indicative of the results to be expected for any subsequent quarter or the entire year ending December 31, 2014. 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, 2013, included in the Company’s Annual Report on Form 10-K filed on March 14, 2014 with the SEC.

     

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and the accounts of an unincorporated venture, Arkose Mining Venture (“Arkose”) in which the Company holds an 81% interest and maintains majority voting control. The Company’s fiscal year-end is December 31.

     
b)

Cash and Cash Equivalents

     

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

     
c)

Inventory

     

Inventories of uranium concentrates (U3O8) are classified as in-process (solutions) and finished goods. In- process inventory represents U3O8 that has been extracted from the wellfield and captured in the Nichols Ranch processing plant. The captured U3O8 is then transferred to the toll processor where the uranium concentrate is extracted, purified and dried into yellowcake before being drummed. The U3O8 becomes finished goods inventory once it is packaged in drums. The finished goods inventory is then shipped to the conversion facility. Inventory sent and accepted at the conversion facility is available for the Company to sell to its customers.

     

The Company uses solution flow rates and measured concentration of U3O8 in its processing plant’s ion exchange columns and assays of pregnant resin at our toll processor to calculate the amount of in-process inventory. The amount of finished goods is determined by weighing and assaying the amount of U3O8 packaged into drums at the toll processor and at the conversion facility. The amount of U3O8 in the finished goods inventory is subject to final weighing and assay adjustments at the conversion facility.

     

The Company values its concentrates at the lower of weighted average cost or net realizable value at the end of each reporting period. Costs include direct labor, materials and other mining and processing costs and depreciation related to production of uranium concentrate.

F-5


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

     
d)

Financial Instruments/Concentrations

     

Financial instruments consist principally of cash and cash equivalents, mineral property reclamation security deposits, accounts payable and notes payable. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments 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 reclamation deposits are deposits mainly invested in at major financial institutions and their fair value was estimated to approximate their carrying value. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates and current market rates for similar instruments. The Company's operations and financing activities are conducted primarily in United States dollars and as a result, the Company is not subject to significant exposure to market risks from changes in foreign currency rates. The Company is exposed to credit risk through its cash and cash equivalents, but mitigates this risk by keeping deposits at major financial institutions.

     
e)

Fair Value Measurements

     

The Company measures its available-for-sale securities at fair value in accordance with ASC 820, Fair Value Measurements. ASC 820 specifies a valuation hierarchy based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions. These two types of inputs have created the following fair value hierarchy:


    Level 1 – Quoted prices for identical instruments in active markets;
       
  Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
       
  Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

As at June 30, 2014 and December 31, 2013, cash is the Company's only financial instrument that is measured at fair value on a recurring basis within Level 1 of the fair value hierarchy. The Company does not have any Level 2 or Level 3 financial instruments.

     
  f)

Mineral Property Costs

     
 

The Company is primarily engaged in the acquisition, exploration and exploitation of mineral properties with the objective of extracting minerals from these properties.

     
 

Mineral property exploration and evaluation costs are expensed as incurred. Development costs are expensed as incurred until proven and probable reserves are established. Subsequent development costs are capitalized. Costs for acquired mineral properties and mineral rights are initially capitalized when incurred, then assessed quarterly for impairment under ASC 360, Property, Plant and Equipment. The Company has not established proven or probable reserves on any of its mineral projects.

     
  g)

Asset Retirement Obligations

     
 

United States regulatory authorities require the Company to restore and reclaim its mine area after mining is completed. Pursuant to ASC 410, Asset Retirement and Environmental Obligations, the fair value of asset retirement obligations is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Upon initial recognition of a liability, the fair value of the liability is expensed or added to the carrying amount of the associated asset and, if capitalized, this additional carrying amount is depreciated over the life of the asset. Future reclamation and remediation costs are accrued based on management's best estimate at the end of each period of the costs expected to be incurred to remediate each project.

Estimations and assumptions used in applying the expected present value technique to determine fair values are reviewed periodically. At June 30, 2014, the Company had accrued $1,816,907 for restoration and reclamation obligations (December 31, 2013 -$1,241,481).

     
 

Estimated site restoration costs for exploration activities are accrued when incurred. Costs for environmental remediation are estimated each period by management based on current regulations, actual expenses incurred, available technology and industry standards. Any change in these estimates is included in exploration expense during the period and the actual restoration expenditures incurred are charged to the accumulated asset retirement obligation provision as the restoration work is completed. At June 30, 2014 the Company has recorded $28,590 (December 31, 2013 - $39,000) for well reclamation obligations in accrued liabilities for which work is required as part of its ongoing exploration expenses.

F-6


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

     
h)

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 and mineral property acquisition, exploration and development costs. The potential benefits of deferred income tax assets have not been recognized in these consolidated financial statements because the Company cannot be assured that it is more likely than not to utilize the net operating losses carried forward in future years.

     
i)

Recently Adopted Accounting Pronouncements

     

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements.

     

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this standard are effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of the pronouncement did not have a material effect on our consolidated financial statements.

     

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. The adoption of the pronouncement did not have a material effect on our consolidated financial statements.

     

In July 2013, ASC guidance was issued related to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The updated guidance requires an entity to net its unrecognized tax benefits against the deferred tax assets for all same jurisdiction net operating loss carryforward, a similar tax loss, or tax credit carryforwards. A gross presentation will be required only if such carryforwards are not available or would not be used by the entity to settle any additional income taxes resulting from disallowance of the uncertain tax position. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The adoption of the pronouncement did not have a material effect on our consolidated financial statements.

     

In March 2013, ASC guidance was issued related to Foreign Currency Matters to clarify the treatment of cumulative translation adjustments when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. The updated guidance also resolves the diversity in practice for the treatment of business combinations achieved in stages in a foreign entity. The update is effective prospectively for the Company’s fiscal year beginning January 1, 2014. The adoption of the pronouncement did not have a material effect on our consolidated financial statements.

     

In April 2014, ASC guidance was issued related to Discontinued Operations which changed the criteria for determining which disposals can be presented as discontinued operations and modified related disclosure requirements. The updated guidance requires an entity to only classify discontinued operations due to a major strategic shift or a major effect on an entity’s operations in the financial statements. The updated guidance will also require additional disclosures relating to discontinued operations. The Company early adopted this guidance prospectively at the beginning of fiscal year January 1, 2014. Adoption of the new guidance did not have an impact on the consolidated financial position, results of operations or cash flows.

F-7


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

     
 

In June 2014, ASU guidance was issued to resolve the diversity of practice relating to the accounting for stock based performance awards that the performance target could be achieved after the employee completes the required service period. The update is effective prospectively or retrospectively beginning January 1, 2015. The Company does not expect the updated guidance to have an impact on the consolidated financial position, results of operations or cash flows.

     
 

In May 2014, ASU guidance was issued related to revenue from contracts with customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods and is to be retrospectively applied. Early adoption is not permitted. The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.

     
3.

Inventory

     

The Company’s inventory consists of the following:

     

      As at As at     As at As at  
      June 30,     December 31,  
      2014     2013  
      $     $  
  In-process   341,332      
  Finished goods   407,698      
      749,030      

4.

Property and Equipment


                  June 30,     December 31,  
                  2014     2013  
            Accumulated     Net Carrying     Net Carrying  
      Cost     Depreciation     Value     Value  
      $     $     $     $  
                           
  Computers and office equipment   363,037     264,014     99,023     103,024  
  Field equipment   1,693,947     1,001,009     692,938     603,423  
      2,056,984     1,265,023     791,961     706,447  

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 advanced royalty payment of $250,000. The amounts were paid in installments and completed by January 2007. These mining claims are mainly located on the Nichols Ranch ISR Uranium Project and subject to a varying royalty interest indexed to the sales price of uranium.

     
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 for uranium extracted, based on the uranium spot price at the time of extraction and 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.

F-8


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

5.

Mineral Properties (continued)

     
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)

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. Refer to Note 14(b).

     
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 the Arkose 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.

     
l)

On July 19, 2011, the Company received its Materials License from the Nuclear Regulatory Commission which allowed it to proceed with construction of its Nichols Ranch ISR Uranium Project in Wyoming.

     
m)

During the six months ended June 30, 2014, mineral property expenditures totaling $5,689,284 (2013 - $4,469,669) were expensed, including $4,915,515 (2013 – $3,991,661) of wellfield and construction costs related to our Nichols Ranch ISR Uranium Project.

     
6.

Balance Sheet Details

     
a)

The components of prepaid expenses and deposits are as follows:


      June 30,     December 31,  
      2014     2013  
      $     $  
               
               
  Exploration costs       7,635  
  Insurance   222,711     254,122  
  Investor relations   8,462     59,232  
  Lease costs   102,509     392,884  
  Reclamation bonding   96,870     195,558  
  Current portion power supply advance   8,083      
  Surface use and damage costs   204,877     309,054  
  Deposits   76,800     76,800  
  Listing fees   33,344      
  Other   44,722     18,273  
  Current prepaid expenses and deposits   798,378     1,313,558  
               
  Deposits   29,892     29,892  
  Power supply advance   182,773     195,727  
  Surface use and damage costs   267,696     322,652  
  Non-current prepaid expenses and deposits   480,361     548,271  

F-9


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

6.

Balance Sheet Details (continued)

     
  b) The components of accrued liabilities are as follows:

      June 30,     December 31,  
      2014     2013  
      $     $  
               
  Mineral exploration expenses (Note 14(f))   238,532     703,192  
  Employee costs   241,309     219,580  
  Executive and employee compensation       604,000  
  Insurance fees       7,723  
  Professional fees       54,060  
  Reclamation costs (Note 9)   28,590     39,000  
  Taxes and royalties   73,895      
  Other       47,224  
               
  Total accrued liabilities   582,326     1,674,779  

7.

Related Party Transactions / Balances

     
a)

During the six months ended June 30, 2014, the Company incurred $425,836 (2013 - $345,116) 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, 2014, consulting services and expenditures incurred on behalf of the Company of $13,220 (December 31, 2013 - $Nil) are owed to these Officers, and these amounts are unsecured, non-interest bearing, and due on demand.

     
b)

During the six months ended June 30, 2014, the Company paid fees of $79,650 (2013 - $62,250) to 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.

     
c)

During the six months ended June 30, 2014, the Company paid $322,500 (2013 - $Nil) for bonuses (included in prior year’s general and administrative expenses) to related party Officers.

     
8.

Notes Payable

     

In December 2013 the Company obtained a $20,000,000 loan through the Wyoming Industrial Development Revenue Bond program (the "Loan"). The Loan has an annual interest rate of 5.75% and is repayable over seven years, maturing on October 15, 2020. The Loan calls for the payment of interest only for the first year, with the amortization of principal plus interest over the remaining six years. The Loan can be repaid earlier than its maturity date if the Company so chooses without penalty or premium. The Loan is secured by a charge on most of the assets of the Company including the Company’s mineral properties, processing facility, and equipment as well as an assignment of all of the Company’s right, title and interest in and to the Product Sales Contracts and Processing Agreement, which are referenced in Note 14.

     

The Company incurred financing costs of $327,348, and as of June 30, 2014, the Company had unamortized debt issuance costs of $266,664 (December 31, 2013 - $307,120) which are being amortized over the life of the note payable.

     

The Company will make the following principal repayments:


  Year Ended:      
  December 31, 2014 $  Nil  
  December 31, 2015   2,876,280  
  December 31, 2016   3,045,266  
  December 31, 2017   3,224,181  
  December 31, 2018   3,413,608  
  December 31, 2019   3,614,163  
  December 31, 2020   3,826,502  
         
  Total   20,000,000  
         
  Less: current portion   (1,417,615 )
         
  Long-term portion $  18,582,385  

F-10


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

9.

Asset Retirement Obligations

   

The following summary sets forth the annual changes to the Company’s asset retirement obligation relating to the Company’s Nichols Ranch ISR Uranium Project in Wyoming:


  Balance at December 31, 2013 $  1,241,481  
  Liabilities incurred   531,116  
  Accretion expense   44,310  
  Balance at June 30, 2014 $  1,816,907  

The current portion of reclamation and remediation liabilities of $28,590 and $39,000 at June 30, 2014 and December 31, 2013, respectively, are included in accrued liabilities (see Note 6(b)).

     

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. To date, the Company, including the Arkose Mining Venture, has a 100% record of completing reclamation without recourse to security provided.

     

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 and surety was provided by an insurance company. 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 $381,039 have been classified as mineral property reclamation surety deposits.

     
10.

Common Stock

     
a)

During the six months ended June 30, 2014, the Company issued 268,732 shares of common stock, pursuant to the exercise of stock options, for proceeds of $327,718.


      Shares     Proceeds  
  Month   Issued     $  
  January   22,000     24,580  
  February   67,700     90,041  
  March   60,000     78,110  
  April   35,032     44,912  
  May   84,000     90,075  
  June        
               
  Total   268,732     327,718  

  b)

On March 14, 2014, the Company issued 125,000 shares of common stock, pursuant to the exercise of warrants, for proceeds of $200,000.

     
  c)

On March 20, 2014, the Company issued 30,000 shares of common stock with a fair value of $51,000 to a consultant for consulting services. During the six months ended June 30, 2014, the Company recorded the fair value of the shares as general and administrative expenses.

     
  d)

On May 29, 2014, the Company issued 30,000 shares of common stock with a fair value of $48,900 to a consultant for consulting services. During the six months ended June 30, 2014, the Company recorded the fair value of the shares as general and administrative expenses.

F-11


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

11.

Stock-based Compensation

   

The Company adopted a Stock Option Plan dated November 7, 2005 under which the Company is authorized to grant stock options to acquire up to a total of 10,000,000 shares of common stock. 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 for the five trading days before the date of grant on the Toronto Stock Exchange or American Stock Exchange, now the NYSE MKT, whichever has the greater trading volume. 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.

   

During the six months ended June 30, 2014, the Company granted the following options:


7,500 stock options at an exercise price of $1.52 per share for 10 years that vest 40% on the date of grant, 30% on the first anniversary of the grant date and 30% on the second anniversary of the grant date,
30,000 stock options at an exercise price of $1.36 per share for 10 years that vest 40% on August 27, 2014, 30% on the first anniversary of the grant date and 30% on the second anniversary of the grant date and
  49,000 stock options at an exercise price of $1.36 for 1.5 years that vest immediately.

During the six months ended June 30, 2014, the Company recorded stock-based compensation for the vested portion of the options of $19,555 as general and administrative expense and $9,160, as mineral property expenditures.

On February 15, 2014 Executive Officers and Directors forfeited 1,814,000 stock options with an average exercise price of $ 3.43, resulting in a decrease in the number of options outstanding and an increase in the amount of options available for future grants.

During the six months ended June 30, 2014, the Company recorded stock-based compensation for the vesting of previously granted stock options of $461,244 as general and administrative expense and $102,940 as mineral property expenditures. During the six month period ended June 30, 2013, the Company recorded $478,181 of stock-based compensation for the vesting of previously granted stock options. At June 30, 2014, the Company had 17,722,860 shares of common stock available to be issued under the Stock Option Plan.

The weighted average grant date fair value of stock options granted during the six month period ended June 30, 2014 was $0.75, per share. The total intrinsic value of stock options exercised during the six months ended June 30, 2014 and 2013, was $116,248, and $2,380 respectively. During the six months ended June 30, 2014, the Company modified the terms of 587,500 outstanding options held by a former employee and a consultant of the Company. The options were set to expire and the Company extended the expiration date to December 31, 2015. The weighted average grant date fair value of the modified stock options was $0.20 and the Company recognized an additional $124,739 stock-based compensation expense which is included in general and administrative expense related to the modification of these options.

The fair value of stock options granted was calculated using the Black-Scholes option-pricing model based on the following assumptions:

Risk-Free Interest Rate: Based on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the options being valued.

Dividend Yield: Based on the projection of future stock prices and dividends expected to be paid.

Expected Term: Represents the period of time that stock options are expected to be outstanding based on historic exercise behavior.

Expected Volatility: Based on the Company's historical stock prices for a period of time equal to the expected term of the award.

The weighted average assumptions used for each of the six months ended June 30, are as follows:

      2014     2013  
  Expected dividend yield   0%      
  Risk-free interest rate   1.32%      
  Expected volatility   74%      
  Expected option life (in years)   5.18      

F-12


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

11.

Stock-based Compensation (continued)

     
 

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, 2013   11,245,380     2.07              
                           
  Granted   86,500     1.37              
  Forfeited   (1,814,000 )   3.43              
  Exercised   (268,732 )   1.22              
  Expired   (987,500 )   2.58              
                           
  Outstanding, June 30, 2014   8,261,648     1.73     5.68     1,517,809  
                           
  Exercisable, June 30, 2014   6,510,998     1.87     4.98     1,031,905  

A summary of the changes of the Company’s non-vested stock options is presented below:

            Weighted Average  
      Number of     Grant Date  
  Non-vested stock options   Options     Fair Value  
            $  
  Non-vested at December 31, 2013   1,842,150     1.07  
  Granted   86,500     0.75  
  Vested   (52,000 )   0.45  
  Expired   (126,000 )   1.06  
               
  Non-vested at June 30, 2014   1,750,650     1.07  

As at June 30, 2014, there was $1,008,216 of unrecognized compensation cost related to non-vested stock option agreements. This cost is expected to be recognized over a weighted average period of 1.07 years.

     
12.

Stock Purchase Warrants

     
a)

In September, 2013, as a component of a public offering of Units, the Company issued 4,275,000 common share purchase warrants, exercisable for $1.60 per share during the thirty month period ending March 5, 2016. The Company has the right to accelerate the expiry date of the warrants in the event that the underlying common shares trade at a closing price on the NYSE market of greater than $2.75 per share for a period of 20 consecutive trading days. As at June 30, 2014, 125,000 warrants have been exercised.

     
b)

In June, 2013 as additional consideration for a loan, the Company issued non-transferable common stock purchase warrants entitling the holders to purchase from the Company 1,600,000 common shares at an exercise price of $1.60 per share, of which 1,200,000 warrants were immediately exercisable and 400,000 additional warrants exercisable only if the Notes remain outstanding after August 15, 2013. The loan was repaid in December 2013. The warrants expire 30 months from the date of issue, subject to an acceleration option exercisable by the Company in the event that the Company’s common shares trade at a closing price on the NYSE MKT of greater than $2.75 per share for 20 consecutive trading days. No warrants have been exercised as at June 30, 2014.

     
c)

On August 13, 2010, the Company issued warrants to purchase 2,000,000 shares of common stock to a third party in exchange for the acquisition of intellectual property related to certain uranium prospects. Each warrant entitles the holder to acquire one common share of the Company for $3.00. The warrants expired June 30, 2014. (Refer to Note 5(k)).

F-13


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

12.

Stock Purchase Warrants (continued)

     
 

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


            Weighted Average  
      Number     Exercise Price  
          $    
  Balance December 31, 2013   7,875,000     1.96  
  Expired   (2,000,000 )   3.00  
  Exercised   (125,000 )   1.60  
  Balance June 30, 2014   5,750,000     1.60  

As at June 30, 2014, the following common share purchase warrants were outstanding and exercisable:

  Number of Warrants   Exercise Price     Expiry Date  
      $        
               1,600,000   1.60     December 5, 2015  
               4,150,000   1.60     March 5, 2016  

13.

Shareholder Rights Plan

The Company has adopted a Shareholder Rights Plan (the "Plan") effective August 25, 2010 and reconfirmed it on July 10, 2013. The Plan confers one right per share to shareholders (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”: A flip-in event occurs 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 take-over bid 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, until the close of the Company’s 2016 Annual General Meeting.

14.

Commitments


  a)

The Company has employment or consulting services agreements with each of its executive officers. Officers with contracts for services have notice requirements following a change in control of the Company and those requirements include a payment in lieu of notice and a termination payment.

     
  b)

On September 18, 2008, the Company signed two mining lease agreements which require ten annual payments of $75,000. As at June 30, 2014, the first five annual payments have been made. Refer to Note 5(g).

     
  c)

Refer to Note 9 for commitments pertaining to mineral property reclamation surety deposits.

     
  d)

On May 7, 2013, the Company signed an office premises lease for a period of three years commencing September 1, 2013. Rent is approximately $51,700 (Cdn$55,000) per annum.

     
  e)

On January 22, 2014 the Company renewed an office lease for a primary term of two years, beginning the 1st day of February, 2014 and ending on the 31st day of January, 2016. Rent consideration is $142,010 per annum. The lease agreement may be renewed for two additional years.

     
  f)

The Company is party to a processing agreement under which it is committed to minimum annual payments of $450,000 for each of the years 2013, 2014 and 2015. The 2013 liability of $450,000 was paid in January, 2014. Refer to Note 6(b).

     
  g)

The Company is committed under two sales agreements to supply triuranium octoxide (U3O8) over a four or five year period. One sales agreement has defined pricing each year and the second agreement has pricing which contains spot market referenced prices to set the sales price, with a floor and ceiling.

F-14


Uranerz Energy Corporation
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
Six Months Ended June 30, 2014 and 2013
(Expressed in US dollars)
(Unaudited)

14.

Commitments (continued)


  h)

In 2013 the Company signed a third sales agreement to supply triuranium octoxide (U3O8) over a five year period commencing in 2016. The agreement has pricing which contains a base with an escalation factor.

     
  i)

At June 30, 2014 the Company has operational and construction purchase orders outstanding for approximately $240,000.


15.

Segment Disclosures

The Company currently operates in a single reportable segment involving uranium exploration, extraction and processing.

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 operates 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.

16.

Subsequent Events


  a)

On July 25, 2014 the Company issued 9,600,000 units of the Company at a price per unit of $1.25 for gross proceeds of $12,000,000 before offering costs of approximately $1,035,000. Each Unit was comprised of one share of the Company's common stock, and one half of one common share purchase warrant, with each whole warrant exercisable to purchase one additional share of the Company's common stock for a period of 30 months following the closing of the offering at an exercise price of $1.60, subject to acceleration provisions.

     
  b)

On July 17, 2014, based upon an earlier analysis, the Company decided to reduce acreage leased by the Arkose Mining Venture reducing annual holding costs by approximately $138,000.

F-15


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

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 “believes”, “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 section titled "Risk Factors” contained in our annual report on Form 10-K for the year ended December 31, 2013 and filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2014 and as described below in this Quarterly Report under the heading “Risk Factors”. 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 exploration and in-situ recovery (“ISR”) of uranium. ISR is a mining process that uses a “leaching solution” to dissolve uranium from sandstone uranium deposits; it is the generally accepted extraction technology used in the Powder River Basin area of Wyoming. We control a large strategic land position in the central Powder River Basin. Our management team has specialized expertise in the ISR uranium mining method, and has a record of licensing, constructing, and operating ISR uranium projects. On April 15, 2014 we started commissioning our first mining Unit at the Nichols Ranch ISR Uranium Project, with the startup of our new processing facility and the introduction of water through injection and production wells. Subsequently, through May, we honed plant functionality and commenced adding oxygen to start extracting uranium from underground. In June, 2014 additional chemicals were added to enhance the capture of uranium in solution (i.e. production). A small quantity was transported to Cameco Resources’ Smith Ranch uranium processing facilities for final processing into dried and drummed uranium concentrates pursuant to a toll processing agreement between the two companies. Initial sales will not be completed until late in the third quarter of 2014. The Nichols Ranch ISR Uranium Project is licensed for a recovery level of up to two million pounds of uranium per year with initial annual recovery dependent upon the extraction efficiency in our first wellfield and market factors. The project will also serve as a platform to advance our other Powder River Basin properties with potential enhanced economics for adjacent and satellite projects.

Exploration activities are being deferred while we concentrate on mining, and until the market for uranium improves. Our property holdings, all in the Powder River Basin, have not changed since December 31, 2013. At June 30, 2014 they include:

We continue to look for more prospective lands amenable to ISR mining and as a result may locate, purchase or lease additional unpatented lode mining claims; and/or purchase or lease additional fee mineral (private) lands during the next twelve months, however there is no assurance any additional properties will be acquired.

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 significant properties, is presented in Item 2 of our Annual Report on Form 10-K for the year ended December 31, 2013 under the heading “Description of Properties”, previously filed with the SEC on March 14, 2014. None of our projects have proven or probable reserves as defined in the SEC’s Industry Guide 7 and our operations at our projects and properties are, therefore, deemed exploratory in nature under Industry Guide 7 standards.

During this quarter we have commissioned, and subsequently brought into production, our Nichols Ranch ISR Uranium Project putting four header houses online.

Concurrently, we completed the US Nuclear Regulatory Commission (“NRC”) environmental permit and license applications for the Jane Dough Unit, which is 84% controlled by Uranerz and located adjacent to the area currently being developed at the Nichols Ranch Unit and will share its infrastructure. This will provide us with the option to revise our plan of operations to bring our Jane Dough Unit into recovery operations before the Hank Unit of our Nichols Ranch ISR Uranium Project; Jane Dough fluids can be delivered to our Nichols Ranch Unit processing facility by pipeline, thus eliminating the need to build a satellite processing facility. Jane Dough includes the Doughstick, South Doughstick and North Jane properties. Additional Units may be added as we assess our geological data. Other strategies are also being considered for Hank, possibly in concert with other properties. We may continue the exploration and, if warranted, assess the potential future development and strategic use of our other Wyoming Powder River Basin properties.


During the second quarter of 2014 we:

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, 2013 filed with the SEC on March 14, 2014 and the unaudited consolidated Financial Statements at June 30, 2014 as provided herein under the section heading "Financial Statements" above.

Liquidity and Capital Resources

We are carrying out an exploration, environmental and uranium recovery program in 2014 as reported in our Annual Report. This plan anticipated completion of the processing facility, deep disposal wells and initial wellfield of our Nichols Ranch Unit, with recovery commencing shortly thereafter. Startup was delayed approximately three months to accommodate a technical amendment to our NRC license, which was completed on April 15, 2014. Mineral property acquisitions, dependent upon opportunities that may arise, may also be pursued in 2014.

Our limited mining operation, following a commissioning period, produced approximately 20,000 pounds of U308, one-half of which was in process at June 30, 2014. There were no sales in the quarter.

During the three months ended June 30, 2014 operational expenditures, excluding inventory costs of $749,030, incurred were $4,227,969. These expenditures include mine construction costs incurred for the Nichols Ranch project totaling $1,965,480, all of which have been expensed in accordance with the Company’s status as an “exploration stage company” pursuant to the SEC’s Industry Guide 7.

At June 30, 2014 we had cash of $2,930,779 and working capital of $2,090,823, as compared to cash of $11,915,676 and working capital of $11,050,125 as at December 31, 2013. Our cash is invested in bank savings accounts and is available on demand.

Net cash used in operating activities was $9,374,332 for the six months ended June 30, 2014, compared to $6,775,229 for the corresponding period in 2013, increased by standby, commissioning and start-up expenses. Net cash used to purchase property and equipment was $193,534 for the six months ended June 30, 2014, compared to $17,861 used in the corresponding period in 2013.

Net cash provided by financing activities amounted to $562,457 for the six months ended June 30, 2014, primarily proceeds from stock options exercised, compared to $5,771,935 provided in the corresponding period in 2013 when $6,000,000 of notes payable financing was concluded.

During the twelve-month period following the date of this quarterly report, we anticipate that we will begin to generate a modest amount of revenue. The Nichols Ranch ISR Uranium Project processing facility is complete and the Production Area #1 wellfield has four operating header houses. Additional expenditures for operations and wellfield expansion in 2014 will be paid from cash on hand, operations and from the July 2014 financing. We currently have sufficient working capital to fund our planned activities for the next twelve months. We may obtain new financing to fund additional exploration and property acquisitions, if we so choose.


To date, our primary source of funds has been equity financings and a loan via the state of Wyoming, and this trend is expected to continue together with recovery operations. Our operational and exploration plans will be continually evaluated and modified as markets, 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 drilling period of March through November. Modifications to our plans will be based on many factors including results of operations, exploration, assessment of data, weather conditions, exploration costs, the price of uranium, and available capital.

We anticipate that any additional financing may be in the form of equity financing from the sale of our common stock and the exercise of share purchase options and warrants and/or debt, depending on capital markets. We cannot provide assurance that additional financing will be available to us in amounts sufficient to meet our needs or on terms acceptable to us, if at all. In July 2014 we filed a new Form S-3 "shelf registration statement", in the amount of $100 million which was drawn upon by our July 2014 equity issuance.

Our cash has not been devalued by disruptions in the financial marketplace as it is held in low risk savings accounts in a Canadian Chartered Bank. Rates of return, however, are at historic lows. Management and the board of directors periodically meet to review the status of our 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, 2014 compared to three-month period ended June 30, 2013

Revenue and Operating Expenses

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

We incurred total operating expenses of approximately $4,227,969 for the three-month period ended June 30, 2014, as compared to $3,014,730 for the corresponding period in 2013. The increase of operating expenses in the amount of $1,213,239 was primarily attributable to an increase in mineral property expenses of $690,120 and general and administrative expenses.

Our interest expense for the three-month period ended June 30, 2014 was $307,728, as compared to $237,106 for the corresponding period in 2013. Our interest income was $3,933 for the three-month period ended June 30, 2014 compared to $2,614 in 2013 when cash balances were lower. The interest expense in 2014 is related to our Note payable, issued in December 2013.

Net loss for the three-month period ended June 30, 2014 was approximately $4,454,859, as compared to approximately $3,193,666 for the corresponding period in 2013. The increase in net loss was primarily attributable to the increase in operating expenses resulting from an increase in mineral property expenses and general and administrative expenses.

Six-month period ended June 30, 2014 compared to six-month period ended June 30, 2013

We incurred total operating expenses of approximately $8,935,340 for the six-month period ended June 30, 2014, as compared to $7,155,506 for the corresponding period in 2013. The increase of operating expenses in the amount of $1,779,834 was primarily attributable to a $1,219,615 increase in mineral property expenditures and a $631,545 increase in general and administrative expenses. Mineral property expenses include Nichols Ranch project costs totaling $4,915,515 for the six-month period ended June 30, 2014, as compared to $3,991,661 for the corresponding period in 2013.


Our interest expense for the six-month period ended June 30, 2014 was $615,456, as compared to $237,106 for the corresponding period in 2013. Our interest income of $11,405 for the six-month period ended June 30, 2014 was higher than the $6,614 in 2013 when cash balances were lower. The interest expense is related to our Notes payable, issued in 2013.

Net loss for the six-month period ended June 30, 2014 was approximately $9,364,136, as compared to approximately $7,274,411 for the corresponding period in 2013, an increase of $2,089,725. The net loss was affected by the increase of operating expenses and interest 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, 2014. 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, 2013 filed with the SEC on March 14, 2014 and the unaudited Financial Statements at June 30, 2014 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 exploitation of mineral properties with the objective of extracting minerals from these properties.

Mineral property exploration and evaluation costs are expensed as incurred. Development costs are expensed as incurred until proven and probable reserves are established. Subsequent development costs are capitalized. Costs for acquired mineral properties and mineral rights are initially capitalized when incurred, then assessed quarterly for impairment under ASC 360, Property, Plant and Equipment. The Company has not established proven or probable reserves on any of its mineral projects.

Inventory

Inventories of uranium concentrates are recorded in-process (solutions) and finished goods. The Company values its concentrates at the lower of cost or net realizable value at the end of each reporting period. Costs include direct labor, materials and other mining and processing costs and depreciation related to production of uranium concentrate. Inventories are charged to cost of sales using the average costing method.


Asset Retirement Obligations

United States regulatory authorities require the Company to restore and reclaim its mine area after mining is completed. Pursuant to ASC 410, Asset Retirement and Environmental Obligations, the fair value of asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Upon initial recognition of a liability, the fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. Future reclamation and remediation costs are accrued based on management's best estimate at the end of each period of the costs expected to be incurred at each project.

Estimations and assumptions involved in using the expected present value technique to determine fair values are reviewed periodically.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviours. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

Options granted to consultants are valued based at the fair value of the service received by the Company unless the amount is not readily determinable, in which case they are valued using the Black-Scholes model.

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 14, 2014 and the unaudited Financial Statements at June 30, 2014 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 market 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 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, 2014, 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, 2013 filed with the SEC on March 14, 2014.

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

On May 29, 2014, the Company issued 30,000 shares of common stock with a fair value of $48,900 to a consultant for consulting services. The shares of common stock were issued pursuant to Section 4(a) (2) of the United States Securities Act of 1933, as amended, in reliance on certain representations of the consultant.

Item 3. Defaults Upon Senior Securities

None.

Item 4.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States, and that is subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety and Health Act of 1977 (“Mine Safety Act”), are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended June 30, 2014, the Company’s mineral properties were not subject to regulation by the Federal Mine Safety and Health Administration under the Mine Safety Act.

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)

3.6

Articles of Amendment filed August 8, 2011(5)

10.1

Form of Change in Control Severance Agreement(6)

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

101.INS *

XBRL Instance Document

101.SCH *

XBRL Taxonomy Extension – Schema

101.CAL *

XBRL Taxonomy Extension – Calculations

101.DEF *

XBRL Taxonomy Extension – Definitions

101.LAB *

XBRL Taxonomy Extension – Labels

101.PRE * XBRL Taxonomy Extension – Presentation

(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 8-K, filed August 12, 2011

(6)

Previously filed as an exhibit to the Registrant’s Form 8-K, filed on May 6, 2014

*Filed Herewith


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, Chief Executive
Chief Financial Officer Officer, Director
(Principal Financial and Accounting Officer) (Principal Executive Officer)
   
Date: August 8, 2014 Date: August 8, 2014