(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.

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
May 1, 2013: 77,207,574

INDEX

Item 1. Financial Statements (unaudited)

Uranerz Energy Corporation
(An Exploration Stage Company)

March 31, 2013

Index

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

F-1

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

F-2

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

F-3

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

F-4

F-5

F-6

F-7

F-8

F-9

F-10

There were no transfers into or out of Level 1, Level 2, or Level 3 assets and liabilities for any of the periods presented.

F-11

F-12

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:

• risks related to our limited operating history;
• risks related to the probability that our properties contain reserves;
• risks related to our past losses and expected losses in the near future;
• risks related to our need for qualified personnel for exploring for, starting and operating a mine;
• risks related to our lack of known reserves;
• risks related to the fluctuation of uranium prices;
• risks related to demand for uranium;
• risks related to environmental laws and regulations and environmental risks;
• risks related to using our in-situ recovery mining process;
• risks related to exploration and, if warranted, development of our properties;
• risks related to our ability to acquire necessary mining licenses or permits;
• risks related to our ability to make property payment obligations;
• risks related to the competitive nature of the mining industry;
• risks related to our dependence on key personnel;
• risks related to requirements for new personnel;
• risks related to securities regulations;
• risks related to stock price and volume volatility;
• risks related to dilution;
• risks related to our lack of dividends;
• risks related to our ability to access capital markets;
• risks related to security of our cash and investments;
• risks related to our issuance of additional shares of common stock;
• risks related to acquisition and integration issues; and
• risks related to defects in title to our mineral properties.

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/A for the year ended December 31, 2012 and filed with the Securities and Exchange Commission on April 29, 2013. 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”) 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 a record of licensing, constructing, and operating ISR uranium projects.

Our Powder River Basin properties include:

• our 100% owned properties that totaled 20,121 acres as of March 31, 2013; and
• our 81% interest in Arkose Mining Venture properties that totaled 59,288 acres as of March 31, 2013.

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

(1) Subject to various royalties.

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

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

(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 additional properties include the Verna Ann, Niles Ranch and Reno Creek projects. However, due to our focus on other activities, we have not yet made any decisions 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 significant properties, is presented in Item 2 of our Annual Report on Form 10-K/A for the year ended December 31, 2012 under the heading “Description of Properties”, previously filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2013.

Our primary focus during the last year has been on construction of our processing facility and installation of the monitor, recovery and deep disposal wells for in-situ recovery operations. Currently, the initial wellfield has been substantially completed. The processing facility is over 80% complete with tanks, pumps, ion exchange columns, sand filters and ancillary equipment fully installed. Installation of the process piping, electrical controls and the control room is ongoing. We are concurrently writing Standard Operating Procedures and training employees for start-up.

We are continuing preparation of the environmental permit and license applications for the Jane Dough unit, which is adjacent to the area currently being constructed 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 Mine; Jane Dough fluids can be delivered to our Nichols Ranch Mine 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 continue the exploration and, if warranted, the potential future development and strategic planning of our other Wyoming Powder River Basin properties.

Our first mining unit is expected to be recovering uranium later this year. Regulatory milestones are being pursued in order to meet start-up requirements following completion of the processing facility and wellfield construction activities, and installation of the required deep disposal wells. The drilling pads for the two deep disposal wells have been completed and drilling is ready to begin. The two deep disposal wells will be drilled and completed before the start of recovery operations. 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 mineable uranium in our first wellfield. 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. Cameco and Uranium One, two of the largest ISR uranium mining companies in the world, are continuing to develop projects near the Uranerz properties in the Powder River Basin.

None of our projects has proven or probable reserves as defined in the SEC’s Industry Guide 7 and our operations on our projects and properties are exploratory in nature under Industry Guide 7 standards.

During the first quarter of 2013 we:

• continued installation of equipment and electrical components in our processing facility;
• continued installation of injection and recovery wells for Nichols Ranch Production Area #1;
• conducted staff training for safety and operations;
• installed feeder lines to header houses to connect wells;
• signed a third agreement for uranium sales over a five year period;
• completed a restatement of 2011 and 2012 financial results under U.S. GAAP, pursuant to the application of the SEC’s Industry Guide 7 to our status as an exploration stage company;
• continued preparation of permit applications for the Jane Dough unit; and
• received confirmation that a $20 million loan under the Wyoming Industrial Development Revenue Bond Program has been recommended for approval by independent consultants and State officials.

Subsequent Event

On April 29, 2013 the Company filed restated consolidated financial statements for the fiscal years ended December 31, 2012 and December 31, 2011 and for the period’s ended March 31, June 30 and September 30, 2012 to expense costs previously capitalized as construction in progress.

Liquidity and Capital Resources

We are carrying out an exploration, environmental and uranium recovery program with a budget of approximately $26,000,000 in 2013 as reported in Item 2 of our Annual Report on Form 10-K/A for the year ended December 31, 2012 under the heading “Description of Properties”, previously filed with the SEC. This plan now anticipates completion of the processing facility, deep disposal wells and initial wellfield of our Nichols Ranch ISR Uranium Project in late 2013, with recovery commencing shortly thereafter. Startup has been extended to accommodate the installation of two deep disposal wells, whose permit was delayed. Mineral property acquisitions, dependent upon opportunities that may arise, will be additional expenditures. During the three months ended March 31, 2013 operational expenditures incurred were $4,140,776, including approximately $2,500,000 for the Nichols Ranch processing facility construction and wellfield installation.

At March 31, 2013 we had cash of $2,745,060 and working capital of $1,844,649, as compared to cash of $7,016,710 and working capital of $5,718,050 as at December 31, 2012. Our cash is invested in bank guaranteed savings accounts which are available on demand.

Net cash used in operating activities was $4,253,789 for the three months ended March 31, 2013, compared to $6,887,265 for the corresponding period in 2012, reduced primarily by lower construction expenditures. Net cash used in investing activities was $17,861 for the three months ended March 31, 2013, compared to $241,429 used in the corresponding period in 2012; all investments were for acquisition of property and equipment.

Net cash provided by financing activities amounted to $Nil for the three months ended March 31, 2013 compared to $61,359 provided in the corresponding period in 2012. The decrease is attributable to the issuance of common stock in 2012.

During the twelve-month period following the date of this quarterly report, we anticipate that we will begin to generate revenue. The Nichols Ranch ISR Uranium Project is expected to incur additional expenditures of approximately $14 million before it is ready for recovery operations, depending on the timing and cost of installing two deep water disposal wells. 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 drilling 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 recovery operations related financing as we approach in-situ recovery operations. In order to ensure sufficient funds to complete the construction of the Nichols Ranch Mine, continue our exploration and planning and to meet on-going operating expenses for the next twelve months. We have obtained approval in principle for a State of Wyoming Industrial Development Bond in the amount of $20 million. 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 subordinated debt, depending on capital markets. Accordingly, in 2011, we filed a Form S-3 “shelf registration statement”, for equity or debt, in the amount of $100 million.

Our cash is primarily held in low risk bearer deposit notes issued and guaranteed by Canadian Chartered Banks. Rates of return, however, are at historic lows. Management and the board of directors periodically meet to review the status of our cash 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 March 31, 2013 compared to three-month period ended March 31, 2012

Revenue and Operating Expenses

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

We incurred total operating expenses of approximately $4,140,776 for the three-month period ended March 31, 2013, as compared to $7,851,074 for the corresponding period in 2012. The decrease of operating expenses in the amount of $3,710,298 was primarily attributable to a decrease in mineral property expenditures which, after our 2012 reclassification of Nichols Ranch project construction in progress, are included in mineral property expenditures.

We had no significant financing expense for the three-month periods ended March 31, 2013 and 2012. Our interest income of $4,000 for the three-month period ended March 31, 2013 was down from $16,134 in 2012 when our cash balances were higher.

Net loss and comprehensive loss for the three-month period ended March 31, 2013 was approximately $4,136,776, as compared to approximately $7,834,940 for the corresponding period in 2012. The decrease in net loss and comprehensive loss was primarily attributable to the decrease in operating expenses attributable to a decrease in mineral property expenses.

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 March 31, 2013. 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/A for the year ended December 31, 2012 filed with the SEC on April 29, 2013 and the unaudited Financial Statements at March 31, 2013 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 costs are expensed as incurred. Costs for acquired mineral property databases are capitalized and then impaired if the criteria for capitalization are not met. Capitalization of mine development costs that meet the definition of an asset commence once all operating mineralization is classified as a commercially mineable deposit (reserve).

Mineral property acquisition costs are capitalized and then impaired if the criteria for capitalization are not met unless the Company determines a property can be classified as a commercially mineable deposit (reserve). In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property is recorded at the fair value of the respective property or the fair value of common shares and other instruments issued, 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, shares, or other instruments are recorded only when the Company has made or is obliged to make the payment or issue the shares or instruments.

During the three months ended March 31, 2013, mineral property expenditures totaling $2,790,318 (2012 - $6,365,807) were expensed, including processing facility construction and wellfield expenditures totaling $2,542,436 (2012 - $6,128,020). As of March 31, 2013, the Company has expensed processing facility construction and wellfield expenditures related to our Nichols Ranch ISR Uranium Project totaling $33,576,691 (December 31, 2012 - $31,034,255).

Restoration and Reclamation Costs (Asset Retirement Obligations)

United States regulatory authorities require us to restore and reclaim our 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 expensed or 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.

Contractual Obligations

We have had no material changes to our contractual obligations as disclosed in our Annual Report on Form 10-K/A filed with the SEC on April 29, 2013 and the unaudited Financial Statements at March 31, 2013 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 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 March 31, 2013, there were material changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect our internal control over financial reporting. Principally, these changes related to the correction of a material weakness discovered during the fiscal quarter that resulted in the restatement of our audited annual financial statements for the year ended December 31, 2012 and our determination that our internal control over financial reporting was not effective as of December 31, 2012. The material weakness related to a misapplication by the Company’s accounting staff of the accounting treatment for construction projects under U.S. GAAP for exploration stage companies which do not have proven or probable reserves, and the sufficiency of evidence to support or permit capitalization of such costs on the basis of future alternative use. During the quarter, this material weakness was rectified by educating the Company’s accounting staff in the particular areas of U.S. GAAP. The Company’s management believes that the material weakness related to the interpretation of specific accounting literature under U.S. GAAP and that further corrective action to remedy the material weakness beyond ensuring the Company’s accounting staff is fully knowledgeable in this particular area of U.S. GAAP is not necessary. Therefore, the Company’s management believes that the material weakness was corrected as of March 31, 2013.

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/A for the year ended December 31, 2012 filed with the SEC on April 29, 2013.

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

During the quarter ended March 31, 2013, no unregistered securities were sold.

Item 3. Defaults upon Senior Securities

None.

Item 4.

Mine Safety and Health Administration Regulations

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 March 31, 2013, 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:

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