##### 



EXHIBIT 99.1
  Cameco Corporation
 ANNUAL INFORMATION FORM
 For the Year Ended December 31, 2007
 Dated March 28, 2008




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Cameco Corporation
Annual Information Form
 Table of Contents
 REPORTING CURRENCY AND FINANCIAL INFORMATION
    
    
    3CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
    
    
    3NOTE REGARDING RESERVES AND RESOURCES
    
    
    4INCORPORATION AND SUBSIDIARIES
    
    
    6GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    7Three-Year Highlights
    
    
    72008 Expected Material Developments
    
    
    9THE NUCLEAR BUSINESS
    
    
    9Overview
    
    
    9Uranium Concentrates Business
    
    
    10Market Background
    
    
    10Marketing
    
    
    13Mining Properties
    
    
    14McArthur River
    
    
    14Rabbit Lake
    
    
    22Crow Butte
    
    
    23Smith Ranch-Highland
    
    
    23Development Projects
    
    
    24Cigar Lake
    
    
    24Inkai
    
    
    38Exploration
    
    
    43Reserves and Resources
    
    
    45Uranium Reserves
    
    
    46Uranium Measured and Indicated Resources
    
    
    47Uranium Inferred Resources
    
    
    48Uranium Reserves Reconciliation
    
    
    49Uranium Resources Reconciliation
    
    
    49Uranium Fuel Conversion Services
    
    
    51Market Background
    
    
    51Marketing of Conversion Services
    
    
    52Operations
    
    
    53Research and Development
    
    
    56Legal Proceedings
    
    
    56Environmental Matters
    
    
    56Overview of Impacts
    
    
    56Cameco policies
    
    
    58Cameco programs
    
    
    58Regulatory Compliance
    
    
    59US Regulatory Compliance
    
    
    60Fuel Services Waste Management
    
    
    62Government Regulation
    
    
    63Treaty on the Non-Proliferation of Nuclear
Weapons (the NPT)
    
    
    63Canadian Uranium Industry Regulation
    
    
    63US Uranium Industry Regulation
    
    
    65Land Tenure
    
    
    65Canadian Royalties and Certain Taxes
    
    
    67Canadian Income Taxes
    
    
    68US Taxes
    
    
    68Kazakhstan Taxes
    
    
    68Employees
    
    
    68BRUCE POWER LP  NUCLEAR ELECTRICAL GENERATION
    
    
    69Overview
    
    
    69The Generating Facilities
    
    
    71Cameco Fuel Management
    
    
    73OPG Services to Bruce Power
    
    
    74Nuclear Waste Management and Decommissioning
    
    
    74Federal Regulation
    
    
    75Ontarios Electricity Regulation
    
    
    75CENTERRA GOLD INC
    
    
    79Centerra
    
    
    792004 Kumtor Restructuring
    
    
    80Kumtor Mine
    
    
    80Kyrgyz Republic  Overview
    
    
    80Government and Political Factors
    
    
    80Relevant Kyrgyz Law and the Investment Agreement with the
Government of the Kyrgyz Republic
    
    
    82Agreement on New Terms
    
    
    83Property Description and Environment
    
    
    84Site Accessibility, Infrastructure and Physiography
    
    
    86History and Financing
    
    
    87Geology and Mineralization
    
    
    87Historical Exploration and Drilling
    
    
    89Sampling and Analysis
    
    
    90Kumtor Reserve and Resource Estimates
    
    
    91Employees
    
    
    94Mining Operations
    
    
    95Milling
    
    
    96Production History
    
    
    97Gold Sales
    
    
    100Kyrgyzaltyn Management Fee
    
    
    101Environmental, Health and Safety Matters
    
    
    101Decommissioning and Reclamation
    
    
    102Exploration Activities
    
    
    102Boroo Mine
    
    
    103Minerals Law
    
    
    103Windfall Profits Tax
    
    
    104Stability Agreement
    
    
    104Mining
    
    
    105Milling
    
    
    105Gold Sales
    
    
    106Environmental, Health and Safety Matters
    
    
    106Decommissioning and Reclamation
    
    
    106Gatsuurt Development Property
    
    
    106Reserves and Resources
    
    
    107Centerra Commitments and Contractual Obligations
    
    
    110Additional Information on Centerra
    
    
    111RISK FACTORS
    
    
    111Risks Relating to Cameco and Centerra Generally
    
    
    112Risks relating to Nuclear Business
    
    
    121Risks Relating to Nuclear Electrical Generation
    
    
    124Risks Relating to Centerra
    
    
    128
  - i -




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DESCRIPTION OF SECURITIES
    
    
    131Description of Share Capital
    
    
    131Restrictions on Ownership and Voting
    
    
    1325% Convertible Subordinated Debentures
    
    
    135Ratings of Securities
    
    
    135Dividend Policy
    
    
    1362007 CONSOLIDATED FINANCIAL STATEMENTS
    
    
    137MANAGEMENTS DISCUSSION AND ANALYSIS
    
    
    137MARKET FOR SECURITIES
    
    
    137Price Range and Trading Volume of Common Shares
    
    
    137Price Range and Trading Volume of 5% Convertible Subordinated
Debentures due October 1, 2013
    
    
    138DIRECTORS AND OFFICERS
    
    
    139Directors
    
    
    139Officers
    
    
    141Cease Trade Orders, Bankruptcies, Penalties or Sanctions
    
    
    142Interest of Management and Others in Material Transactions
    
    
    142AUDIT COMMITTEE
    
    
    142Audit Committee Charter
    
    
    142Composition of the Audit Committee
    
    
    142Relevant Education and Experience
    
    
    143Fees Paid to External Auditors
    
    
    144External Audit Pre-Approval Practices
    
    
    144MATERIAL CONTRACTS
    
    
    144INTEREST OF EXPERTS
    
    
    145ADDITIONAL INFORMATION
    
    
    145Appendix A  Audit Committee of the Board of Directors  Mandate
    
    
    146
  - ii -




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REPORTING CURRENCY AND FINANCIAL INFORMATION
   CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
 6
 6
  - 3 -




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6
    NOTE REGARDING RESERVES AND RESOURCES
 Definitions The Nuclear Business  Reserves and Resources Centerra Gold
Inc.  Reserves and Resources
  - 4 -




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3 8 3 8
    Definitions
 mineral resource
 inferred mineral resource
 indicated mineral resource
 measured mineral resource
  - 5 -




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mineral reserve
 probable mineral reserve
 proven mineral reserve
 INCORPORATION AND SUBSIDIARIES
 Incorporation
 Canada Business
Corporations Act
 Eldorado Nuclear Limited Reorganization and
Divestiture Act The Saskatchewan Mining Development Corporation
Reorganization Act Description of Securities
  th
 Subsidiaries
    - 6 -




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GENERAL DEVELOPMENT OF THE BUSINESS
 3 8 6 1 2
  Three-Year Highlights
  2005
 
    
    Construction at Cigar Lake began in early 2005.
    
    In March 2005, Cameco entered into a 10-year toll-conversion agreement with British Nuclear
Fuels plc (BNFL) to purchase all of the uranium conversion services produced at BNFLs
Springfields U.K. plant.
    
    Regulatory approvals were received and initial foundation work began for the commercial
uranium mine facility located at Inkai, Kazakhstan and Cameco agreed, subject to executing
formal amendments (which were executed in 2006), to increase its loan to the joint venture to
a maximum of $100 million (US). In 2007, the loan was increased to $200 million (US).
    
    In October 2005, the ownership interests in Bruce Power were restructured. Camecos 31.6%
Bruce Power interest now includes only the four Bruce B units and not the four Bruce A units.
Cameco elected not to invest in the planned $4.25 billion program to increase output from the
A units.
 
 Note:1
    
    In this Annual Information Form when the term western world is
used, it includes Argentina, Australia, Belgium, Brazil, Canada, Czech
Republic, Finland, France, Gabon, Germany, Hungary, India, Indonesia, Japan,
Lithuania, Mexico, Namibia, Netherlands, Niger, Pakistan, Philippines,
Portugal, Romania, Slovakia, Slovenia, South Africa, South Korea, Spain,
Sweden, Switzerland, Taiwan, Thailand, Turkey, United Kingdom and United
States.  - 7 -




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
    
    Due to incremental changes in Bruce Powers governing limited partnership agreement, which
resulted in joint control among the three major limited partners, effective November 1, 2005,
Cameco began to proportionately consolidate Bruce Powers financial results rather than
account for them using the equity method.
    
    In December 2005, Cameco sold its 6.7% interest in Energy Resources of Australia Ltd., an
Australian uranium producer, for gross proceeds of $121 million (Aus). Net proceeds to Cameco
after transaction fees and taxes were approximately $87 million (Cdn).
 2006
 
    
    In January 2006, Cameco announced that, based upon updated reserves estimates and current
mining plans, the Kumtor mine life has been extended by almost three years and the Boroo mine
life has been extended by more than one year.
    
    In January 2006, Cameco announced that its board of directors approved a two-for-one stock
split of its outstanding common shares. The board of directors also approved an increase in
the annual dividend from $0.12 to $0.16 beginning in 2006 (both annual dividend amounts
adjusted for the stock split).
    
    In February 2006, Cameco completed the purchase of 100% of Zircatec Precision Industries,
Inc., (Zircatec) a Canadian manufacturer of nuclear fuel bundles. The purchase price was
$109 million.
    
    In April 2006, Cameco announced a significant water inflow into the second Cigar Lake
shaft. The inflow had no impact on other parts of the mine because the second shaft was not
connected to the mine. To remediate the inflow, Cameco may freeze the shaft area, subject to
regulatory approval.
    
    In July 2006, Cameco announced that a pit wall ground movement had occurred at the Kumtor
mine site, involving a significant portion of the northeast wall. The ground movement did not
reduce the amount of reserves; however, it did significantly reduce 2006 Kumtor production.
The fallen rock delayed access to the ore from this area of the mine representing about
125,000 ounces of scheduled 2006 production.
    
    In October 2006, Cameco announced that a second water inflow had occurred at Cigar Lake,
filling the underground development areas of the project with water. Production start up was
previously planned for early 2008. Cameco has commenced work at Cigar Lake to remediate the
underground development areas.
    
    In November 2006, Cameco announced that unionized employees at its McArthur River and Key
Lake uranium operations accepted a new contract, which will expire December 31, 2009.
    
    In December 2006, Cameco announced that Centerra had reached an agreement on all material
terms of a labour agreement with Kumtor unionized employees. The agreement will expire
December 31, 2008.
    
    In December 2006, Cameco announced that its board of directors approved an increase in the
annual dividend from $0.16 to $0.20 beginning in 2007.
 2007
 
    
    In March 2007, Cameco provided an update on the Cigar Lake project including that: (i)
production start-up was targeted for 2010, subject to regulatory approval and timely
remediation (now targeted for 2011, at the earliest); (ii) Camecos share of capital costs,
including mill modifications, to bring Cigar Lake into production was estimated at $508
million including $234 million spent on construction as of March 2007, leaving $274 million
remaining; and (iii) Camecos share of flood remediation expenses was estimated at $46
million.
  - 8 -




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
    
    In July 2007, Cameco announced that unionized employees at Zircatec accepted a new
contract, which will expire in June 2009, and that unionized employees at its conversion
facility in Port Hope, Ontario accepted a new contract, which will expire in June 2010.
    
    In July 2007, Cameco announced a reduction in Centerras 2007 gold production forecast at
the Kumtor mine, from 450,000 ounces of gold to 300,000 ounces.
    
    In July 2007, Cameco announced that it had discovered contamination of the soil under its
UF6 conversion plant in Port Hope and suspended operations to conduct a thorough
investigation. See Nuclear Business-Uranium Fuel Conversion Services  Operations for a
discussion of the actions Cameco has taken in response to this incident and to resume
operation of the Port Hope UF6 conversion plant.
    
    In August 2007, Cameco announced that Cameco and Centerra had signed binding agreements
with the government of the Kyrgyz Republic which were aimed at providing additional business
certainty for mining operations at Centerras Kumtor mine. Implementation of the binding
agreements requires Kyrgyz parliamentary approval. The deadline for closing these agreements
was subsequently extended until February 15, 2008 as a result of the dissolution of the
Parliament of the Kyrgyz Republic in October 2007. The closing deadline has been further
extended to April 30, 2008.
    
    In September 2007, Cameco announced its intention to proceed with a normal course issuer
bid to repurchase for cancellation up to approximately 17.7 million (5%) of its common shares.
This program will continue until September 2008 unless Cameco purchases the maximum allowable
number of common shares sooner or terminates the program. As at December 31, 2007, 9,755,300
common shares had been repurchased under this program at a cost of $429,327,000.
    
    In November 2007, Cameco announced that it had temporarily reduced underground activities
at Rabbit Lake due to an increase of water inflow from a mining area as a precautionary
measure. In late December, Cameco resumed normal mining activities after sealing off the
source of the water inflow.
 2008 Expected Material Developments
 6 Caution Regarding Forward-Looking
Information and Statements, The Nuclear Business  Development Projects  Cigar Lake and Nuclear
Fuel Conversion Business  Operations, Centerra Gold Inc Risk Factors
 THE NUCLEAR BUSINESS
 Overview
   - 9 -




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3 8
 2 6
 Uranium Concentrates Business
 Market Background
 Demand
 3 8 3 8
 Supply
  Primary Production
 3 8
 3 8
  - 10 -




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Secondary Sources
  Uranium from Nuclear Disarmament
 3 8
  3 8
 3 8 3 8 3 8 3 8
 3 8 3 8 3 8
  - 11 -




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HEU Commercial Agreement
  3 8
 3 8 3 8
  6
  Trade Restraints and Policies
 3 8
   - 12 -




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Prices
   3 8 3 8
 3 8 x 3 8 x 3 8
 Marketing
   3 8 3 8
  - 13 -




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3 8
 Mining Properties
   3 8
 2005(1)
    
    
    2006(1)
    
    
    2007(1)McArthur River (2) (3)
    
    
    13,100,000
    
    
    
    13,100,000
    
    
    
    13,100,000Rabbit Lake
    
    
    6,000,000
    
    
    
    5,100,000
    
    
    
    4,000,000Smith Ranch-Highland
    
    
    1,300,000
    
    
    
    2,000,000
    
    
    
    2,000,000Crow Butte
    
    
    800,000
    
    
    
    700,000
    
    
    
    700,000Total
    
    
    21,200,000
    
    
    
    20,900,000
    
    
    
    19,800,000
 
 Notes:(1)
    
    This does not include test mining production from Inkai. In 2007, the Inkai test
mine produced 600,000 pounds (100% basis).(2)
    
    Milled at Key Lake.(3)
    
    McArthur Rivers CNSC license limits annual production to 18.7 million pounds
(Camecos share being 13.1 million pounds). McArthur River
   - 14 -




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3 8 3 8 3 8 3 8 3 8 3 8
  Canadian Royalties and Certain Taxes
 Property Description and Environment
      Site accessibility, infrastructure and physiography
   - 15 -




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History
  
    
    In 1998, Cameco bought all of the shares of Uranerz Exploration and Mining Ltd. (and
changed Uranerzs name to UEM), thereby increasing its direct and indirect participating
interest in the McArthur River joint venture to 83.766%.
    
    In 1999, AREVA acquired one-half of the shares of UEM, thereby reducing Camecos direct and
indirect participating interest in the McArthur River joint venture to 69.805%. AREVAs
direct and indirect participating interest in the McArthur River joint venture is 30.195%.
    Mine Development
   Geology and Mineralization
    - 16 -




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Exploration, Drilling and Estimates
        Mine Operations
     - 17 -




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- 18 -




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Milling
 3 8
 3 8 3 8
   3 8 Canadian Environmental Assessment Act
  - 19 -




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- 20 -




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3 8
 Safety and Radiation Control
   Nuclear Safety and Control Act
 McArthur River Resource and Reserve Estimates
 The Nuclear
Business Uranium Concentrates Business-Reserves and Resources
 1.
    
    Key Assumptions
 (a)
    
    Uranium mineralization is continuous in quality and quantity between sampled
areas.(b)
    
    Water control measures are effective at preventing water inflow.(c)
    
    The reported mineral reserves include appropriate provisions for dilution or
mining recovery.(d)
    
    The reported mineral resources do not include allowances for dilution and
mining recovery.(e)
    
    For the purpose of estimating mineral reserves in accordance with National
Instrument 43-101 of the Canadian securities regulatory authorities, a uranium price of
$49.00 (US) per pound U3O8was used. For the purpose of
estimating mineral reserves in accordance with US Securities and Exchange Commissions
Industry Guide 7 for US reporting purposes, a uranium price of $59.00 (US) per pound
U3O8was used. Estimated mineral reserves at McArthur River are
the same using either uranium price.(f)
    
    Environmental, permitting, legal, title, taxation, socio-economic, political,
marketing or other issues are not expected to materially affect the mineral resource
and mineral reserve estimates.
 2.
    
    Key Parameters
 (a)
    
    Grades were obtained from radiometric probing of underground drillholes and
converted to percentage U3O8 on the basis of a correlation
between radiometric counts and assay values.(b)
    
    Densities were determined from regression formulas based on density
measurements of drill core and chemical assay grades.(c)
    
    Limits and continuity of the mineralization are structurally controlled.
  - 21 -




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(d)
    
    Mineral reserves at McArthur River are based on estimated quantities of uranium
recoverable by the current raise bore mining method and the currently planned mining
methods of boxhole boring, jet boring and/or blasthole stoping.(e)
    
    The key economic parameters underlying the mineral reserves include a
conversion from US$ dollars to Cdn$ dollars using a fixed exchange rate of US $1.00 =
Cdn $0.99 (reflecting the exchange rate at December 31, 2007).
 3.
    
    Key Methods
 (a)
    
    Three-dimensional wire frame models were created from digitized mineralization
boundaries interpreted on 10 metre spacing vertical cross-sections and plan views.
Estimates of the grade and density of blocks of 1 metre x 5 metre x 1 metre were
obtained from ordinary kriging.(b)
    
    Mineral reserves are defined as the economically mineable part of the indicated
and measured mineral resources. Only mineral reserves have demonstrated economic
viability. The amount of reported mineral resources does not include amounts
identified as mineral reserves.(c)
    
    Inferred mineral resources have a great amount of uncertainty as to their
existence and as to whether they can be mined legally or economically. It cannot be
assumed that all or any part of the inferred mineral resources will ever be upgraded to
a higher category.
  Rabbit Lake
 The Nuclear Business Uranium Concentrates Business-Reserves and Resources
  3 8
   - 22 -




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Cigar
Lake  Toll Milling Agreements )
  Crow Butte
 The Nuclear Business Uranium
Concentrates Business-Reserves and Resources
 Smith Ranch-Highland
 The Nuclear Business Uranium Concentrates Business-Reserves and Resources
  - 23 -




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Development Projects
 Cigar Lake  Development
 Inkai
  Cigar Lake
 3 8 3 8 3 8 3 8 3 8 3 8
 Water Inflow Incidents and Remediation
 www.sedar.com.
 Canadian Royalties and Certain Taxes
 Property Description and Location
    - 24 -




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The Crown Minerals Act
      3 8
   Development
  - 25 -




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Site Accessibility, Climate, Local Resources, Infrastructure and Physiography
       History
    Mining Operations
  - 26 -




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Geological Setting
   Exploration
    3 8
  Mineralization
     - 27 -




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Drilling
 3 8 3 8
    Sampling and Analysis
     3 8
   - 28 -




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3 8
 3 8 3 8
    Security of Samples
   Cigar Lake Resource and Reserve Estimates
 The Nuclear Business Uranium Concentrates Business-Reserves and Resources
  - 29 -




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1.
    
    Key Assumptions
 (a)
    
    Mineral resources have been estimated at a minimum mineralized thickness of 2.5
metres. A cut-off grade of 5% U3O8 has been applied to the Phase
1 measured mineral resource. A cut-off grade of 1.2% U3O8 has
been applied to the Phase 1 indicated mineral resource. The inferred mineral resources
have been estimated by applying a cut-off grade of 5.9% U3O8 to
the Phase 2 resource block model.(b)
    
    Mineral resources have been estimated with an allowance of 0.5 metres of
dilution material above and below the deposit at 0% U3O8. No
allowance for mining loss is included.(c)
    
    Mineral reserves have been estimated at a cut-off grade of 5.9%
U3O8 applied to the Phase 1 mineral resource block model.(d)
    
    Mineral reserves have been estimated with an allowance of 0.5 metres of
dilution material above and below the deposit, plus 5% external dilution and 5%
backfill dilution at 0% U3O8. Mineral reserves have been
estimated based on 90% mining recovery.(e)
    
    For the purpose of estimating mineral reserves in accordance with NI 43-101, a
price of $49.00 (US) per pound U3O8was used. For the purpose of
estimating mineral reserves in accordance with United States Securities and Exchange
Commission Industry Guide 7 for US reporting purposes, a price of $59.00 (US) per pound
U3O8 was used. Estimated mineral reserves at Cigar Lake are the
same at either price.(f)
    
    Environmental, permitting, legal, title, taxation, socio-economic, political,
marketing or other issues are not expected to materially affect the mineral resource
and mineral reserve estimates.
 2.
    
    Key Parameters
 (a)
    
    Grades (percentage U3O8) were obtained from assaying of
drill core and checked against radiometric results. In areas of lost core or poor
recovery, reliance was placed on radiometric grade determined from the gamma probing.
The grade of a sample was estimated from radiometric results if the core recovery was
less than 75%.(b)
    
    Where density was not directly measured for each sample, a correlation between
uranium grade and density was applied.(c)
    
    Mineral reserves at Cigar Lake are based on estimated quantities of uranium
recoverable by a tested mining method.(d)
    
    The key economic parameters underlying the mineral reserves include a
conversion from US$ dollars to Cdn$ dollars using a fixed exchange rate of US $1.00 =
Cdn $0.99 (reflecting the exchange rate at December 31, 2007).
 3.
    
    Key Methods
 (a)
    
    Mineral reserves were estimated based on the use of the jet boring mining
method combined with bulk freezing of the ore body. Jet boring produces an ore slurry
with initial processing consisting of crushing and grinding underground, leaching at
the McClean Lake JEB mill and yellowcake production split between the McClean Lake JEB
mill and Rabbit Lake mill.(b)
    
    Mining rates are assumed to vary between 80 and 140 tonnes per day and a full
mill production rate of 18 million pounds of U3O8 per year based
on 98.5% mill recovery.
  - 30 -




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(c)
    
    The geological interpretation of the ore body outline was done on section and
plan views derived from core drill hole information. Mineral resources and mineral
reserves were estimated using 2-dimension horizontal block models. Except in the case
of the inferred mineral resources, the block size of 15 metres x 6 metres was used.
For inferred mineral resources, the block size was increased to 40 metres x 10 metres.(d)
    
    The geological model does not incorporate the results of the underground freeze
holes since the conversion of radioactivity measurements to uranium grade has not yet
been confirmed by chemical assays.(e)
    
    Ordinary kriging served to estimate the grade, thickness and density of the
blocks.(f)
    
    Mineral reserves are defined as the economically mineable part of the indicated
and measured resources. Only mineral reserves have demonstrated economic viability.
Reported mineral resources do not include those amounts identified as mineral reserves.(g)
    
    Inferred mineral resources have a great amount of uncertainty as to their
existence and as to whether they can be mined legally or economically. It cannot be
assumed that all or any part of the inferred mineral resources will ever be upgraded to
a higher category.
  Decommissioning and Reclamation
    Mining Operations
    - 31 -




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3 8
  Toll Milling Agreements
  Toll Milling Agreements
  JEB Toll Milling Agreement
  3 8
   - 32 -




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Rabbit Lake Toll Milling Agreement
 JEB Toll Milling Agreement
    Water Inflow Incidents and Remediation
   - 33 -




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Phase 2
    
    This phase involves dewatering the underground mine openings,
conducting inspections of the underground workings, providing
temporary services and initiating the installation of surface
freezing infrastructure if required.Phase 3
    
    This phase involves securing areas to prevent a ground fall or
water inflow including construction of an engineered bulkhead in
the vicinity of the water inflow and completing any additional
remedial work identified in Phase 2, such as determining if
additional reinforcement is required in higher risk areas. This
phase may overlap with all or portions of Phases 2 and 4.Phase 4
    
    This phase involves completing underground rehabilitation which
includes re-establishing mine ventilation, power and communication
systems, installing pumping capacity, repairing the rock handling
facilities and re-establishing the ground freezing program.Phase 5
    
    This phase involves resuming underground development and
construction activities in order to meet the scheduled mine
completion and production commencement target, which is now 2011,
at the earliest.
   - 34 -




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Development
  Canadian
Environment Assessment Act
     - 35 -




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##### 



3 8 3 8 3 8
   
    
    Total mill production of 222.9 million pounds of U3O8 based on an
overall milling recovery of 98.5%;
    
    Total mine production of 497 thousand tonnes of ore;
    
    Average mill feed grade of 20.7 % U3O8;
    
    Initial production in 2011, at the earliest;
    
    Mining rate is variable to achieve a constant production level of
U3O8. The average mine production is 100 tonnes per day, but varies
annually from 80 to 140 tonnes per day depending on the grade of ore being mined;
    
    Two year ramp up to full production of 18 million pounds of U3O8 per
year (recovered after milling); and
    
    Mine operating life of 14.8 years
  The projected total remaining cost to complete the Cigar Lake project is estimated to be $624
million, including remediation, completion of the underground development and surface
construction at Cigar Lake, and the completion of the mill modifications at Rabbit Lake and
McClean Lake. As of December 31, 2006, $478 million had been spent by the CLJV, for a total
combined capital and remediation cost estimate of $1.1 billion.
  - 36 -




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Camecos share of the capital cost to develop Cigar Lake, including its share of costs to
modify the McClean Lake JEB and Rabbit Lake mill, is estimated at $508 million, including $234
million spent on construction to date, leaving $274 million to be incurred from 2007 to the
completion of underground development and construction at the respective sites. This does not
include costs associated with the remediation to address the water inflow incidents.
 In addition to the capital costs, the costs relating to the remediation plan to address the
water inflow incidents are estimated at $92 million. Cameco estimates its share of remediation
costs to be $46 million, of which $5 million was expensed in 2006, leaving $41 million to be
incurred by Cameco from 2007 through completion of the remediation. Following dewatering,
Cameco expects to have more information about the condition of the underground infrastructure
that may impact costs and timelines of remediation.
 Additional projected sustaining capital expenditures of $69 million at the Cigar Lake and
Rabbit Lake sites will be required to be funded by the CLJV throughout the operating life of
the Cigar Lake mine.
 Payback for the Cigar Lake project has been considered on many different factors. Excluding
all 2006 and prior costs as sunk costs, payback for Cameco would be achieved by the end of 2012
on an undiscounted, pre-tax basis.
 If the $478 million, including remediation costs, spent by the CLJV on construction prior to
2007 (of which Camecos share was $239 million), is included in the calculation, Cameco would
achieve payback by the end of 2013 on an undiscounted, pre-tax basis
  Cautionary Note Regarding Cigar Lake and its Forward-Looking Information
 Cigar Lake
 
    
    Cameco has assumed the success and timely completion of its dewatering and remediation
efforts (including the remediation of shaft No.2 and favourable results of geotechnical
assessments), which are subject to the risk that they do not succeed as anticipated or take
longer to complete than anticipated. For example, if the concrete plug is not successful in
securing the inflow area, which will not be known until the mine is dewatered, then ground
freezing, already incorporated in the remediation plan, will be utilized to secure the inflow
area. If this situation occurs, there could be a delay in the remediation schedule and the
commencement of production.
    
    Camecos ability to obtain and comply with the terms of, and timing of various regulatory
approvals, which are subject to the risk of taking longer to obtain than anticipated or our
inability to comply with their terms. In addition, working with the regulatory authorities
to receive approvals for the corrective actions we committed to complete (which came from the
inflow investigations) may impact our remediation and production schedules.
    
    Camecos expectation regarding the condition of the existing underground working is
correct, which is subject to the risk that actual conditions prove to be worse. The condition
of the underground workings will not be known until the mine is dewatered.
   - 37 -




---



##### 



Inkai
 The Nuclear Business Uranium Concentrates Business-Reserves
and Resources
 Project History
      - 38 -




---



##### 



3 8
 3 8 3 8 3 8
 3 8 Legal and Regulatory Environment in the Republic of Kazakhstan
     - 39 -




---



##### 



Legal and Regulatory Environment in the Republic of Kazakhstan
 Government and Political Factors
    Relevant Kazakh Laws and Regulations
  inter alia
   The Subsoil Law
   - 40 -




---



##### 



inter alia
  
    
    requiring the amendment of the terms of subsoil use contracts for the purpose of restoring
the economic interests of the Republic of Kazakhstan where a subsoil users actions in
respect of deposits of strategic significance lead to a material modification of the economic
interests of the Republic of Kazakhstan creating a threat to national security;
    
    the unilateral termination of a contract if, within 2 months of notification, the subsoil
user does not consent to conduct negotiations over the proposed amendments; or if, within 4
months following such consent to negotiate, the parties have not reached agreement; or if,
within 6 months following a decision, the parties have not concluded the amendments to the
contract; and
    
    the unilateral refusal by the state to perform a subsoil contract in such cases.
  - 41 -




---



##### 



Work Programs
 inter alia
  Environmental Requirements
      - 42 -




---



##### 



Taxation
    Exploration
     - 43 -




---



##### 




    
    A 21.45% interest in UEX Corporation, a TSX-listed junior exploration company formed in
2002 from a combination of exploration assets previously held by Cameco and Pioneer Metals
Corporation. Cameco has, as long as it maintains a 20% or higher interest in UEX, certain
rights related to financing and marketing production from future UEX uranium deposits. As
well, Cameco has the right to mill uranium produced from properties it contributed to UEX at
the time of its formation in 2002.
    
    A 19.5% interest in UNOR Inc., a TSX-listed junior exploration company with exploration
assets in Nunavut. A strategic alliance agreement concluded with UNOR provides Cameco certain
rights related to financing, mine operation, and marketing, as long as it continues to hold a
10% or greater equity interest in UNOR.
    
    In August 2007, Cameco entered into a strategic alliance with Western Uranium Corporation
(Western), a TSX Venture Exchange-listed exploration company with mineral interests in
Nevada, New Mexico, Nunavut and the Northwest Territories. Cameco acquired a 10% equity
interest in Western in an August 2007 private placement of approximately 5.4 million units at
a price of $3.80 per unit for proceeds of approximately $20.1 million. Each unit is comprised
of one common share and one-half of a share purchase warrant. Each whole warrant will be
exercisable to acquire an additional common share at a price of $4.25 for one year. In return
for this investment in Western, as long as it maintains a 7.5% or greater equity interest in
Western, Cameco has certain rights related to financing, maintaining its proportionate
ownership interest and board representation. In addition, this strategic alliance provides
Cameco the right to earn a joint venture interest of 70% in each economically viable stand
alone deposit developed within any area currently in Westerns exploration portfolio if a
significant discovery is made.
    
    In September 2007, Cameco entered into an agreement with Vena Resources (Vena), a
TSX-listed exploration company, to establish a jointly-owned private company to explore and
develop uranium assets in Peru. Any future acquisitions by Cameco or Vena involving uranium
assets in Peru over a four year period will be conducted through the jointly-owned company.
Cameco has the option to invest $10 million over the next four years to obtain up to 50% of
the jointly-owned company and can increase its stake to 60% when a feasibility study is
completed on a uranium project and can further increase its stake to 70% when mine development
commences. At December 31, 2007, Cameco had advanced $1.85 million to the jointly-owned
company.
    
    In September 2007, Cameco entered into a strategic alliance with Cue Capital Corp. (Cue),
a TSX Venture Exchange-listed exploration company with uranium interests in Paraguay. As long
as Cameco maintains securities of Cue at least equal to 90% of the number of units of Cue
originally subscribed for, Cameco has certain rights related to financings, maintaining its
proportionate equity interest and marketing. As well, Cameco will have the right to acquire a
60% interest in any significant uranium deposit discovered by Cue. Through the first two
stages of a three-stage private placement, which closed in September and October 2007,
respectively, Cameco has acquired 15.4% of Cues outstanding common shares (consisting of
4,219,385 shares) for approximately $7.2 million. Cameco also holds 2,109,692 common share
purchase warrants of Cue, of which 1,323,529 warrants are exercisable at a price of $2.43 per
common share up until September 12, 2009 and 786,163 warrants exercisable at a price of $2.14
per common share up until October 16, 2009.
  - 44 -




---



##### 



Reserves and Resources
  Qualified Persons

    
    PropertiesDoug Beattie, Mine Manager, Rabbit Lake, Cameco
Chuck Edwards, Principal Metallurgist, Mining, Cameco
Alain G. Mainville, Director, Mineral Resources Management, Cameco
Les Yesnik, General Manager, Key Lake, Cameco

    
    Key LakeDavid Bronkhorst, General Manager, McArthur River, Cameco
Chuck Edwards, Principal Metallurgist, Mining, Cameco
Alain G. Mainville, Director, Mineral Resources Management, Cameco
Greg Murdock, Technical Superintendent, McArthur River, Cameco
    
    McArthur RiverC. Scott Bishop, Chief Mine Engineer, Cigar Lake, Cameco
Doug McIlveen, Chief Geologist, Cigar Lake, Cameco
Chuck Edwards, Principal Metallurgist, Mining, Cameco
Alain G. Mainville, Director, Mineral Resources Management, Cameco
    
    Cigar Lake
  Note Regarding Reserves and Resources
   - 45 -




---



##### 



Uranium Reserves
  PROVEN
    
    PROBABLE
    
    TOTAL RESERVES(100% basis)
    
    (100% basis)
    
    (100% basis)
    
    Camecos
    
    EstimatedGrade
    
    Content
    
    
    
    
    
    Grade
    
    Content
    
    
    
    
    
    Grade
    
    Content
    
    Share
    
    Metallurgical
    
    MiningRESERVES
    
    Tonnes
    
    %U3O8
    
    (lbs U3O8)
    
    Tonnes
    
    %U3O8
    
    (lbs U3O8)
    
    Tonnes
    
    %U3O8
    
    (lbs U3O8)
    
    (lbs U3O8)
    
    Recovery %
    
    Method(tonnes in thousands; pounds in millions)PROPERTYCigar Lake
    
    
    497.0
    
    
    
    20.67
    
    
    
    226.3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    497.0
    
    
    
    20.67
    
    
    
    226.3
    
    
    
    113.2
    
    
    
    98.5
    %
    
    UGCrow Butte
    
    
    1,467.5
    
    
    
    0.18
    
    
    
    5.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,467.5
    
    
    
    0.18
    
    
    
    5.9
    
    
    
    5.9
    
    
    
    85.0
    %
    
    ISRGas Hills  Peach
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,851.0
    
    
    
    0.13
    
    
    
    19.7
    
    
    
    6,851.0
    
    
    
    0.13
    
    
    
    19.7
    
    
    
    19.7
    
    
    
    65.0
    %
    
    ISRHighland
    
    
    328.5
    
    
    
    0.15
    
    
    
    1.1
    
    
    
    600.1
    
    
    
    0.11
    
    
    
    1.4
    
    
    
    928.6
    
    
    
    0.12
    
    
    
    2.5
    
    
    
    2.5
    
    
    
    80.0
    %
    
    ISRInkai
    
    
    7,463.0
    
    
    
    0.08
    
    
    
    13.7
    
    
    
    86,428.0
    
    
    
    0.07
    
    
    
    128.8
    
    
    
    93,891.0
    
    
    
    0.07
    
    
    
    142.5
    
    
    
    85.5
    
    
    
    80.0
    %
    
    ISRKey Lake
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    0.7
    
    
    
    98.7
    %
    
    OPMcArthur River
    
    
    486.5
    
    
    
    17.38
    
    
    
    186.6
    
    
    
    280.0
    
    
    
    26.33
    
    
    
    162.5
    
    
    
    766.5
    
    
    
    20.66
    
    
    
    349.1
    
    
    
    243.7
    
    
    
    98.7
    %
    
    UGNorth Butte/
Brown Ranch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,874.6
    
    
    
    0.10
    
    
    
    8.5
    
    
    
    3,874.6
    
    
    
    0.10
    
    
    
    8.5
    
    
    
    8.5
    
    
    
    80.0
    %
    
    ISRRabbit Lake
    
    
    24.9
    
    
    
    0.94
    
    
    
    0.5
    
    
    
    619.9
    
    
    
    1.15
    
    
    
    15.7
    
    
    
    644.8
    
    
    
    1.14
    
    
    
    16.2
    
    
    
    16.2
    
    
    
    96.7
    %
    
    UGRuby Ranch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,832.2
    
    
    
    0.09
    
    
    
    5.5
    
    
    
    2,832.2
    
    
    
    0.09
    
    
    
    5.5
    
    
    
    5.5
    
    
    
    80.0
    %
    
    ISRRuth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    853.7
    
    
    
    0.09
    
    
    
    1.7
    
    
    
    853.7
    
    
    
    0.09
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    80.0
    %
    
    ISRSmith Ranch
    
    
    542.0
    
    
    
    0.11
    
    
    
    1.4
    
    
    
    3,075.7
    
    
    
    0.12
    
    
    
    8.1
    
    
    
    3,617.7
    
    
    
    0.12
    
    
    
    9.5
    
    
    
    9.5
    
    
    
    80.0
    %
    
    ISRTotal
    
    
    10,871.3
    
    
    
    
    
    
    
    436.2
    
    
    
    105,415.2
    
    
    
    
    
    
    
    351.9
    
    
    
    116,286.5
    
    
    
    
    
    
    
    788.1
    
    
    
    512.6
    
    
    
    
    
    
    
    
 
 Notes:1
    
    Cameco reports mineral reserves and mineral resources separately.2
    
    Mill recovery factors must be applied in order to obtain the expected amounts of recovered pounds U3O8.3
    
    Mineral Reserves incorporate allowances for dilution and mining losses.4
    
    Mining Method: OP  Open Pit; UG  Underground; ISR  In situ recovery.5
    
    Mineral reserves are estimated using current geological models and current and/or projected operating costs and mine plans. Camecos normal data verification procedures have been employed in connection with the mineral reserve estimations for each property.6
    
    For the purpose of estimating mineral reserves in accordance with NI 43-101, a uranium price of $49.00 (US)/lb U3O8 was used. For the purpose of estimating mineral reserves in accordance with US Securities Commission Industry Guide 7, a uranium price of $59.00 (US)/lb
U3O8was used. Estimated mineral reserves are
identical at either price.7
    
    The key economic parameters underlying the mineral reserves include an exchange rate of $1.00(US) = $0.99 (Cdn) (reflecting the exchange rate at December 31, 2007).8
    
    Except as otherwise set out in this Annual Information Form, environmental, permitting, legal, title, taxation, socio-economic, political, marketing or other issues are not expected to materially affect the above estimates of mineral reserves.9
    
    Totals may not add up due to rounding.10
    
    Inkai reserves assume production at an annual rate of 5.2 million pounds. Joint Venture Inkai currently has regulatory approval to produce at an annual rate of 2.6 million pounds and an application for regulatory approval to increase annual production to 5.2 million pounds was made in 2005. Through its experience in constructing and operating the test mine
at Inkai, Cameco is familiar with the statutory, regulatory and procedural framework governing new mining projects in Kazakhstan and, based upon its experience to date, Cameco has reasonable expectations that all permits and approvals required for the construction and operation of the new ISR mine at Inkai  including approvals for increased annual production to
5.2 million pounds  will be obtained in a timely fashion. However, there can be no certainty that permits or approvals will be forthcoming in a timely fashion. Failure to obtain approval for increased annual production at Inkai will require Cameco to recategorize half the mineral reserves at Inkai as mineral resources. (See Development Projects  Inkai
above.)  - 46 -




---



##### 



Uranium Measured and Indicated Resources
 Cautionary Note to Investors concerning estimates of Measured and Indicated Resources:
 This section uses the terms measured resources and indicated resources. US investors are
advised that while those terms are recognized and required by Canadian securities regulatory
authorities, the US Securities and Exchange Commission does not recognize them. Investors are
cautioned not to assume that any part or all of the mineral deposit in these categories will ever
be converted into proven or probable reserves.
  MEASURED
    
    INDICATED
    
    MEASURED AND INDICATED(100% basis)
    
    (100% basis)
    
    (100% basis)
    
    CamecosGrade
    
    Content
    
    
    
    
    
    Grade
    
    Content
    
    
    
    
    
    Grade
    
    Content
    
    Share
    
    MiningRESOURCES
    
    Tonnes
    
    % U3O8
    
    (lbs U3O8)
    
    Tonnes
    
    % U3O8
    
    (lbs U3O8)
    
    Tonnes
    
    % U3O8
    
    (lbs U3O8)
    
    (lbs U3O8)
    
    Method(tonnes in thousands; pounds in millions)PROPERTYCigar Lake
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61.2
    
    
    
    4.86
    
    
    
    6.6
    
    
    
    61.2
    
    
    
    4.86
    
    
    
    6.6
    
    
    
    3.3
    
    
    UGCrow Butte
    
    
    64.5
    
    
    
    0.23
    
    
    
    0.3
    
    
    
    1,603.1
    
    
    
    0.23
    
    
    
    8.2
    
    
    
    1,667.6
    
    
    
    0.23
    
    
    
    8.5
    
    
    
    8.5
    
    
    ISRDawn Lake
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    7.4
    
    
    OP&UGGas Hills 
Peach
    
    
    2,013.0
    
    
    
    0.08
    
    
    
    3.3
    
    
    
    1,153.0
    
    
    
    0.07
    
    
    
    2.3
    
    
    
    3,166.0
    
    
    
    0.08
    
    
    
    5.6
    
    
    
    5.6
    
    
    ISRHighland
    
    
    782.3
    
    
    
    0.10
    
    
    
    1.7
    
    
    
    47.0
    
    
    
    0.09
    
    
    
    0.1
    
    
    
    829.3
    
    
    
    0.10
    
    
    
    1.8
    
    
    
    1.8
    
    
    ISRInkai
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,904.0
    
    
    
    0.07
    
    
    
    17.8
    
    
    
    10,904.0
    
    
    
    0.07
    
    
    
    17.8
    
    
    
    10.7
    
    
    ISRMcArthur River
    
    
    75.0
    
    
    
    8.51
    
    
    
    14.1
    
    
    
    39.8
    
    
    
    8.37
    
    
    
    7.4
    
    
    
    114.8
    
    
    
    8.49
    
    
    
    21.5
    
    
    
    15.0
    
    
    UGMillennium
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    468.9
    
    
    
    4.53
    
    
    
    46.8
    
    
    
    468.9
    
    
    
    4.53
    
    
    
    46.8
    
    
    
    19.6
    
    
    UGNorth Butte/ Brown
Ranch
    
    
    1,008.8
    
    
    
    0.08
    
    
    
    1.9
    
    
    
    3,923.6
    
    
    
    0.07
    
    
    
    6.3
    
    
    
    4,932.4
    
    
    
    0.07
    
    
    
    8.2
    
    
    
    8.2
    
    
    ISRNorthwest Unit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000.7
    
    
    
    0.03
    
    
    
    2.3
    
    
    
    4,000.7
    
    
    
    0.03
    
    
    
    2.3
    
    
    
    2.3
    
    
    ISRRabbit Lake
    
    
    140.5
    
    
    
    0.72
    
    
    
    2.2
    
    
    
    340.2
    
    
    
    0.81
    
    
    
    6.1
    
    
    
    480.7
    
    
    
    0.81
    
    
    
    8.3
    
    
    
    8.3
    
    
    UGReynolds Ranch
    
    
    3,073.5
    
    
    
    0.07
    
    
    
    4.5
    
    
    
    5,245.3
    
    
    
    0.06
    
    
    
    7.0
    
    
    
    8,318.8
    
    
    
    0.06
    
    
    
    11.5
    
    
    
    11.5
    
    
    ISRRuby Ranch
    
    
    156.0
    
    
    
    0.17
    
    
    
    0.6
    
    
    
    108.0
    
    
    
    0.06
    
    
    
    0.1
    
    
    
    264.0
    
    
    
    0.12
    
    
    
    0.7
    
    
    
    0.7
    
    
    ISRRuth
    
    
    99.8
    
    
    
    0.10
    
    
    
    0.2
    
    
    
    125.2
    
    
    
    0.07
    
    
    
    0.2
    
    
    
    225.0
    
    
    
    0.07
    
    
    
    0.4
    
    
    
    0.4
    
    
    ISRShirley Basin
    
    
    89.1
    
    
    
    0.15
    
    
    
    0.3
    
    
    
    1,635.9
    
    
    
    0.11
    
    
    
    4.1
    
    
    
    1,725.0
    
    
    
    0.12
    
    
    
    4.4
    
    
    
    4.4
    
    
    ISRSmith Ranch
    
    
    30.8
    
    
    
    0.20
    
    
    
    0.1
    
    
    
    2,406.4
    
    
    
    0.09
    
    
    
    5.0
    
    
    
    2,437.2
    
    
    
    0.09
    
    
    
    5.1
    
    
    
    5.1
    
    
    ISRTotal
    
    
    7,533.3
    
    
    
    
    
    
    
    29.2
    
    
    
    32,409.3
    
    
    
    
    
    
    
    133.2
    
    
    
    39,942.6
    
    
    
    
    
    
    
    162.4
    
    
    
    112.8
    
    
    
    
 
 Notes:1
    
    Cameco reports mineral reserves and mineral resources separately. The amount of reported mineral resources does not include those amounts identified as reserves.2
    
    Mining Method: OP  Open Pit; UG  Underground; ISR  In situ recovery.3
    
    Mineral resources are estimated using current geological models. Camecos normal data verification procedures have been employed in connection with the mineral resource estimations for each property.4
    
    Totals may not add up due to rounding.5
    
    Mineral resources that are not mineral reserves do not have demonstrated economic viability.  - 47 -




---



##### 



Uranium Inferred Resources
 Cautionary Note to Investors concerning estimates of Inferred Resources:
 This section uses the term inferred resources. US investors are advised that while this term is
recognized and required by Canadian securities regulatory authorities, the US Securities and
Exchange Commission does not recognize it. Inferred resources have a great amount of uncertainty
as to their existence and as to their economic and legal feasibility. It cannot be assumed that
all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian
securities regulations, estimates of inferred resources may not form the basis of feasibility or
pre-feasibility studies. Investors are cautioned not to assume that part or all of an inferred
resource exists or is economically or legally mineable.
  INFERRED RESOURCES(100% basis)Grade
    
    Content
    
    Camecos Share
    
    MiningTonnes
    
    % U3O8
    
    (lbs U3O8)
    
    (lbs U3O8)
    
    Method(tonnes in thousands; pounds in millions)PROPERTYCigar Lake
    
    
    317.0
    
    
    
    16.92
    
    
    
    118.2
    
    
    
    59.1
    
    
    UGCrow Butte
    
    
    2,765.2
    
    
    
    0.14
    
    
    
    8.7
    
    
    
    8.7
    
    
    ISRGas Hills-Peach
    
    
    656.8
    
    
    
    0.05
    
    
    
    0.8
    
    
    
    0.8
    
    
    ISRHighland
    
    
    587.6
    
    
    
    0.15
    
    
    
    2.0
    
    
    
    2.0
    
    
    ISRInkai
    
    
    254,696.0
    
    
    
    0.05
    
    
    
    255.1
    
    
    
    153.0
    
    
    ISRMcArthur River
    
    
    584.6
    
    
    
    7.35
    
    
    
    94.8
    
    
    
    66.2
    
    
    UGMillennium
    
    
    214.3
    
    
    
    2.06
    
    
    
    9.7
    
    
    
    4.1
    
    
    UGNorth Butte/
Brown Ranch
    
    
    618.5
    
    
    
    0.07
    
    
    
    1.0
    
    
    
    1.0
    
    
    ISRNorthwest Unit
    
    
    627.8
    
    
    
    0.04
    
    
    
    0.5
    
    
    
    0.5
    
    
    ISRRabbit Lake
    
    
    309.1
    
    
    
    0.90
    
    
    
    6.1
    
    
    
    6.1
    
    
    UGReynolds Ranch
    
    
    5,333.3
    
    
    
    0.04
    
    
    
    4.9
    
    
    
    4.9
    
    
    ISRRuby Ranch
    
    
    60.8
    
    
    
    0.14
    
    
    
    0.2
    
    
    
    0.2
    
    
    ISRRuth
    
    
    210.5
    
    
    
    0.08
    
    
    
    0.4
    
    
    
    0.4
    
    
    ISRShirley Basin
    
    
    506.8
    
    
    
    0.10
    
    
    
    1.1
    
    
    
    1.1
    
    
    ISRSmith Ranch
    
    
    595.7
    
    
    
    0.07
    
    
    
    0.9
    
    
    
    0.9
    
    
    ISRTotal
    
    
    268,084.0
    
    
    
    
    
    
    
    504.4
    
    
    
    309.0
    
    
    
    
 
 Notes:1
    
    Cameco reports mineral reserves and mineral resources separately. The amount of reported mineral resources does not include those amounts identified as reserves.2
    
    Mining Method: OP  Open Pit; UG  Underground; ISR  In situ recovery.3
    
    Mineral resources are estimated using current geological models. Camecos normal data verification procedures have been employed in connection with the mineral
resource estimations for each property.4
    
    Totals may not add up due to rounding.5
    
    Mineral resources that are not mineral reserves do not have demonstrated economic viability.6
    
    Inferred resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all
or any part of the inferred resources will ever be upgraded to a higher category.  - 48 -




---



##### 



Uranium Reserves Reconciliation
  Reconciliation of Camecos Share of Uranium Reserves  3 8
 2007
    
    2007December 31, 2006
    
    Throughput 1
    
    Addition (Deletion)2
    
    December 31, 2007Reserves  ProvenCigar Lake
    
    
    113,222
    
    
    
    0
    
    
    
    0
    
    
    
    113,222Crow Butte
    
    
    6,515
    
    
    
    (858
    )
    
    
    253
    
    
    
    5.910Highland
    
    
    782
    
    
    
    (908
    )
    
    
    1,208
    
    
    
    1,082Inkai
    
    
    21,211
    
    
    
    0
    
    
    
    (12,966
    )
    
    
    8,245Key Lake
    
    
    590
    
    
    
    0
    
    
    
    0
    
    
    
    590McArthur River
    
    
    142,750
    
    
    
    (12,999
    )
    
    
    479
    
    
    
    130,230Rabbit Lake
    
    
    1,011
    
    
    
    (496
    )
    
    
    0
    
    
    
    515Smith Ranch
    
    
    1,458
    
    
    
    (715
    )
    
    
    629
    
    
    
    1,372Total Proven Reserves
    
    
    287,539
    
    
    
    (15,976
    )
    
    
    (10,397
    )
    
    
    261,166Reserves  ProbableGas Hills  Peach
    
    
    19,684
    
    
    
    0
    
    
    
    0
    
    
    
    19,684Highland
    
    
    2,663
    
    
    
    (873
    )
    
    
    (391
    )
    
    
    1,399Inkai
    
    
    47,412
    
    
    
    0
    
    
    
    29,848
    
    
    
    77,260McArthur River
    
    
    113,442
    
    
    
    0
    
    
    
    0
    
    
    
    113,442North Butte/Brown Ranch
    
    
    8,524
    
    
    
    0
    
    
    
    0
    
    
    
    8,524Rabbit Lake
    
    
    18,104
    
    
    
    (3,677
    )
    
    
    1,270
    
    
    
    15,697Ruby Ranch
    
    
    5,462
    
    
    
    0
    
    
    
    0
    
    
    
    5,462Ruth
    
    
    1,689
    
    
    
    0
    
    
    
    0
    
    
    
    1,689Smith Ranch
    
    
    8,317
    
    
    
    0
    
    
    
    (218
    )
    
    
    8,099Total Probable Reserves
    
    
    225,297
    
    
    
    (4,550
    )
    
    
    30,509
    
    
    
    251,256Total Reserves
    
    
    512,836
    
    
    
    (20,526
    )
    
    
    20,112
    
    
    
    512,422
 
 Notes:1
    
    Corresponds to millfeed. The discrepancy between the 2007 mill feed and Camecos share of 2007 pounds U3O8
produced is due to mill recovery, mill inventory and the processing of low-grade material.2
    
    Changes in reserves or resources, as applicable, include reassessment of geological data, results of information provided by mining
and milling, and subsequent re-classification of reserves or resources, as applicable. Uranium Resources Reconciliation
   
    
    At Inkai, 2.2 million pounds were added to the indicated resources due to the new
production plan which displaces a fraction of the planned production from Block 1 to Block 2.
The new estimate at Block 2 resulted in
  - 49 -




---



##### 



the upgrading of 7.7 million pounds of inferred resources to the indicated category which
were further converted to probable reserves.
    
    At Rabbit Lake, following successful underground drilling, all three resource categories
show increases: measured are up by 2.2 million pounds; indicated by 3.9 million pounds; and
inferred by 2.1 million pounds.
    
    At Millennium, additional drilling in the 2006 winter and a new structural interpretation
lead to an increase in indicated resources of 3.9 million pounds.
 Reconciliation of Camecos Share of Uranium Resources  3 8
 2007December 31, 2006
    
    Addition (Deletion)1
    
    December 31, 2007Resources  MeasuredCrow Butte
    
    
    322
    
    
    
    0
    
    
    
    322Gas Hills  Peach
    
    
    3,346
    
    
    
    0
    
    
    
    3,346Highland
    
    
    1,663
    
    
    
    0
    
    
    
    1,663McArthur River
    
    
    9,827
    
    
    
    0
    
    
    
    9,827North Butte/Brown Ranch
    
    
    1,857
    
    
    
    0
    
    
    
    1,857Rabbit Lake
    
    
    0
    
    
    
    2,224
    
    
    
    2,224Reynolds Ranch
    
    
    4,493
    
    
    
    0
    
    
    
    4,493Ruby Ranch
    
    
    585
    
    
    
    0
    
    
    
    585Ruth
    
    
    216
    
    
    
    0
    
    
    
    216Shirley Basin
    
    
    304
    
    
    
    0
    
    
    
    304Smith Ranch
    
    
    138
    
    
    
    0
    
    
    
    138Total Measured Resources
    
    
    22,751
    
    
    
    2,224
    
    
    
    24,975Resources-IndicatedCigar Lake
    
    
    3,282
    
    
    
    0
    
    
    
    3,282Crow Butte
    
    
    8,100
    
    
    
    144
    
    
    
    8,244Dawn Lake
    
    
    7,436
    
    
    
    0
    
    
    
    7,436Gas Hills  Peach
    
    
    2,310
    
    
    
    0
    
    
    
    2,310Highland
    
    
    92
    
    
    
    0
    
    
    
    92Inkai
    
    
    8,516
    
    
    
    2,182
    
    
    
    10,698McArthur River
    
    
    5,136
    
    
    
    0
    
    
    
    5,136Millennium
    
    
    15,737
    
    
    
    3,906
    
    
    
    19,643North Butte/Brown Ranch
    
    
    6,303
    
    
    
    0
    
    
    
    6,303Northwest Unit
    
    
    2,341
    
    
    
    0
    
    
    
    2,341Rabbit Lake
    
    
    2,164
    
    
    
    3,886
    
    
    
    6,050Reynolds Ranch
    
    
    6,960
    
    
    
    0
    
    
    
    6,960Ruby Ranch
    
    
    143
    
    
    
    0
    
    
    
    143Ruth
    
    
    192
    
    
    
    0
    
    
    
    192Shirley Basin
    
    
    4,085
    
    
    
    0
    
    
    
    4,085Smith Ranch
    
    
    4,984
    
    
    
    0
    
    
    
    4,984Total Indicated Resources
    
    
    77,781
    
    
    
    10,118
    
    
    
    87,899Total Measured &
Indicated Resources
    
    
    100,532
    
    
    
    12,342
    
    
    
    112,874
 
 Note:1
    
    Changes in reserves or resources, as applicable, include reassessment of geological data,
results of information provided by mining and milling, and subsequent re-classification of
reserves or resources, as applicable.  - 50 -




---



##### 



Reconciliation of Camecos Share of Uranium Resources  3 8
 2007December 31, 2006
    
    Addition (Deletion) 1
    
    December 31, 2007Resources  InferredCigar Lake
    
    
    59,105
    
    
    
    0
    
    
    
    59,105Crow Butte
    
    
    10,083
    
    
    
    (1,429
    )
    
    
    8,654Gas Hills  Peach
    
    
    845
    
    
    
    0
    
    
    
    845Highland
    
    
    1,977
    
    
    
    0
    
    
    
    1,977Inkai
    
    
    160,793
    
    
    
    (7,744
    )
    
    
    153,049McArthur River
    
    
    66,151
    
    
    
    0
    
    
    
    66,151Millennium
    
    
    4,071
    
    
    
    18
    
    
    
    4,089North Butte/Brown Ranch
    
    
    966
    
    
    
    0
    
    
    
    966Northwest Unit
    
    
    508
    
    
    
    0
    
    
    
    508Rabbit Lake
    
    
    4,033
    
    
    
    2,106
    
    
    
    6,139Reynolds Ranch
    
    
    4,912
    
    
    
    0
    
    
    
    4,912Ruby Ranch
    
    
    184
    
    
    
    0
    
    
    
    184Ruth
    
    
    365
    
    
    
    0
    
    
    
    365Shirley Basin
    
    
    1,132
    
    
    
    0
    
    
    
    1,132Smith Ranch
    
    
    896
    
    
    
    0
    
    
    
    896Total Inferred Resources
    
    
    316,021
    
    
    
    (7,049
    )
    
    
    308,972
 
 Note:1
    
    Changes in reserves or resources, as applicable, include reassessment of geological data, results of
information provided by mining and milling, and subsequent re-classification of reserves or resources, as
applicable. Uranium Fuel Conversion Services
 Market Background
 Demand
 6 2
 6 2
 2 6 6 2 2 2
 Supply
 6 2 6 6
  - 51 -




---



##### 



6 3 6 6 6  6 3
 6 6 Uranium Concentrates Business
 Prices
   Marketing of Conversion Services
 UF 6
 6 6 6
 6
 UO 2
 2 2
 2 2
  - 52 -




---



##### 



Operations
  Blind River  Refining
 3 3 3 3 6 2 6 Market Background Supply 3
 3 3 3
 3 6
  3 3 3
 Port Hope  Conversion
 2 6 2
  - 53 -




---



##### 



2 6 3 6 6 6 2
 6 6 2
  6
 6
 6 6 6 6
 6
   6 6
  - 54 -




---



##### 



6 6 6 6 6 6
 6 6 6 6 6 6 6 6 6
   Zircatec  Fuel Fabrication
  2
   - 55 -




---



##### 



2
 Research and Development
  Legal Proceedings
  Environmental Matters
 Overview of Impacts
    - 56 -




---



##### 



6 6 6 6
      - 57 -




---



##### 



6
   Cameco policies
     Cameco programs
   - 58 -




---



##### 



Regulatory Compliance
   .
  - 59 -




---



##### 



Canadian Regulatory Compliance
  Canadian Environmental Protection Act
    US Regulatory Compliance
    - 60 -




---



##### 



Decommissioning and Reclamation
      - 61 -




---



##### 



Saskatchewan 
  Ontario 
 Camecos US operations US Regulatory Compliance
   Fuel Services Waste Management
     - 62 -




---



##### 



Government Regulation
   Treaty on the Non-Proliferation of Nuclear Weapons (the NPT)
  Canadian Uranium Industry Regulation
  Mine Ownership Restriction
   - 63 -




---



##### 



Cameco Ownership Restriction
 Eldorado
Nuclear Limited Reorganization and Divestiture Act Description of Securities  Restrictions on Ownership and Voting
 Canadian Nuclear Safety and Control Act
     Uranium Export Regulation
   - 64 -




---



##### 



US Uranium Industry Regulation
 Atomic Energy Act of
1954 National Environmental Policy Act
 Wyoming Environmental Quality Act Clean Air Act Clean Water Act Clean Water Act
 Nebraska Environmental Protection Act
     Land Tenure
 Saskatchewan Operations
   - 65 -




---



##### 



The Crown Minerals Act The Crown Minerals Act The Mineral
Disposition Regulations, 1986
        - 66 -




---



##### 



US Operations
  Canadian Royalties and Certain Taxes
 Crown Mineral Royalty Schedule
  3 8
 Canadian DollarRoyalty Rate
    
    Sales Price in Excess of:6
    %
    
    $
    16.53Plus
    
    
    4
    %
    
    $
    24.80Plus
    
    
    5
    %
    
    $
    33.07
   [6% x ($35.00  $16.53) x pounds sold] + [4% x ($35.00  $24.80) x pounds sold] [5%
x ($35.00  $33.07) x pounds sold]
  - 67 -




---



##### 



Canadian Income Taxes
   US Taxes
   Kazakhstan Taxes
 Development Projects  Inkai
 Employees
   - 68 -




---



##### 



BRUCE POWER LP  NUCLEAR ELECTRICAL GENERATION
 Overview
 Business
  2
  Acquisition of Interest
    Overview-Bruce Power-OPG Lease
 Cameco Fuel Management
  - 69 -




---



##### 



2005 Bruce Power Restructuring
            - 70 -




---



##### 



Bruce Power-OPG Lease
    The Generating Facilities
 Overview
   New Fuel Program
   - 71 -




---



##### 



Operating Life Assessment
      - 72 -




---



##### 



CANDU Technology
    Employees
  Cameco Fuel Management
 2
 2
 2
  - 73 -




---



##### 



Uranium Fuel Conversion Services Operations
 OPG Services to Bruce Power
 Nuclear Waste Management and Decommissioning
 Nuclear Waste Management and Decommissioning
  
    
    used nuclear fuel bundles (high-level radioactive waste);
    
    other material that has come in close contact with reactors but is less radioactive than
used nuclear fuel bundles, such as ion exchange resins and other structural material and
reactor equipment, including pressure tubes (intermediate-level radioactive waste); and
    
    material used in connection with station operation that is not highly radioactive
(low-level radioactive waste).
      - 74 -




---



##### 



Nuclear Fuel
Waste Act Nuclear Fuel
Waste Act
 Federal Regulation
 Government Regulation  Canadian Uranium Industry
Regulation Nuclear Liability Act
    Ontarios Electricity Regulation
 Summary of Key Impacts
   - 75 -




---



##### 



Ontario Electricity Sector Restructuring
  Electricity Pricing, Conservation and Supply
Act, 2002, .
   Electricity Restructuring Act, 2004 Electricity Restructuring Act
 
    
    the creation of a new Ontario Power Authority (OPA), responsible for ensuring adequate,
long-term supply of electricity and integrated system planning;
    
    regulated prices in parts of the electricity sector to ensure price stability for certain
specified consumers;
    
    a revised role for the IESO;
  - 76 -




---



##### 




    
    creation of a new Conservation Bureau, that will be led by Ontarios Chief Energy
Conservation Officer; and
    
    provisions that will continue to enable the Ministry of Energy to set targets for
conservation, renewable energy, and the overall supply mix within Ontario.
    Ontario Power Authority
 Electricity Restructuring Act
     - 77 -




---



##### 



Electricity Price Adjustments
 Electricity Restructuring Act Electricity Restructuring
Act
 The IESO
 Electricity Restructuring Act
      OEBs Licensing Process and Industry Codes
   - 78 -




---



##### 



CENTERRA GOLD INC.
 Centerra
  Agreement on New Terms
    
    
    in the reserves at Kumtor, Boroo and Gatsuurt, amounted to total proven and probable
reserves of 3.7 million ounces of gold; and
    
    in the resources at Kumtor and Boroo mines and Gatsuurt and REN exploration properties,
amounted to 2.8 million ounces of gold in measured and indicated resources and 1.4 million
ounces of gold in inferred resources.
 Centerra Gold Inc.  Reserves and
Resources
      - 79 -




---



##### 



2004 Kumtor Restructuring
    Kumtor Mine
  Standards of Disclosure for Mineral Projects www.sedar.com
 Kyrgyz Republic  Overview
  Government and Political Factors
   - 80 -




---



##### 



- 81 -




---



##### 



Relevant Kyrgyz Law and the Investment Agreement with the Government of the Kyrgyz Republic
    - 82 -




---



##### 



Agreement on New Terms
     - 83 -




---



##### 




    
    Camecos holdings of Centerras issued and outstanding shares falling below 17.3 million
shares,
    
    the volume-weighted average closing price of Centerras shares on the TSX being no less
than $13.30 for at least seven business days; or
    
    the fourth anniversary of the closing.
       Property Description and Environment
   - 84 -




---



##### 



- 85 -




---



##### 



Site Accessibility, Infrastructure and Physiography
     - 86 -




---



##### 



History and Financing
      Geology and Mineralization
     - 87 -




---



##### 




    
    Two parallel zones of alteration and gold mineralization strike northeasterly and dip to
the southeast at 45° to 60°, separated by 30 to 50 metres of barren or poorly
mineralized rock. The South Zone, with a length of 700 to 1,000 metres and a horizontal width
of 40 to 80 metres, is reasonably well mineralized throughout its entire length, with an
average gold grade of 3 to 4 grams of gold per tonne. The North Zone, somewhat more extensive
along strike but with a similar width, has lesser gold grade continuity and splits into a
number of individual lenses that have average gold grades in the range of 2 to 3.5 grams of
gold per tonne;
 
    
    At their north-eastern end, the North and South Zones coalesce into the Stockwork Zone,
which has higher gold grades and good grade continuity. Its dimensions in plan are 400 to 500
metres long by 50 to 200 metres wide, with an average gold grade of 5 to 6 grams of gold per
tonne, depending on the cut-off grade. The Stockwork Zone plunges northeasterly at 40°
to 50°, and diminishes in size below elevation 3,900. Its down-plunge continuation
below elevation 3,900 metres is known as the NB Zone. Geographically, the Stockwork Zone is
located closest to the pit highwall and thus has a larger effect on the overall strip ratio of
the pit; and
 
    
    In the south-western part of the deposit, the SB Zone (structurally a part of the South
Zone) tops out at an elevation of 3,900 metres. Drilling to date has defined the SB Zone
along strike for 700 metres, for a vertical extent of 650 metres, and a width that ranges from
6 to 75 metres, overall somewhat smaller than the Stockwork Zone, but of excellent grade, in
the range of 5 grams gold per tonne. It is the SB Zone that has given rise to the large
increase in the mineral reserves and resources (including inferred resources) of the Kumtor
deposit in 2005 and 2006.
      - 88 -




---



##### 



Historical Exploration and Drilling
     - 89 -




---



##### 



Sampling and Analysis
         - 90 -




---



##### 



Kumtor Reserve and Resource Estimates
  Central Deposit Resource Block Model
    - 91 -




---



##### 



Southwest and Sarytor Deposits
   Resource Classification
   Mineral Reserves Estimate
      - 92 -




---



##### 



Kumtor Reserves as of December 31, 2007
 CATEGORY
    
    
    
    
    
    Tonnes
    
    
    Gold Grade
    
    
    Contained Gold(thousands)
    
    
    (g/t)
    
    
    (thousands of ounces)Proven (Kumtor Central Pit)
    
    Stockpiles
    
    Greater than 1.0 g/t
    
    
    3,594
    
    
    
    1.4
    
    
    
    158In situ
    
    Greater than 1.0 g/t
    
    
    6294
    
    
    
    5.3
    
    
    
    1,065Total Proven Reserves
    
    
    
    
    
    
    9,888
    
    
    
    3.8
    
    
    
    1,223Probable (Kumtor Central
Pit)
    
    In situ
    
    Greater than 1.0 g/t
    
    
    25,342
    
    
    
    4.1
    
    
    
    3,334Probable (Southwest deposit)
    
    In situ
    
    Greater than 1.0 g/t
    
    
    369
    
    
    
    2.9
    
    
    
    34Probable (Sarytor deposit)
    
    In situ
    
    Greater than 1.0 g/t
    
    
    2,835
    
    
    
    3.4
    
    
    
    311Total Probable Reserves
    
    
    
    
    
    
    28,546
    
    
    
    4.0
    
    
    
    3,679Total Proven and Probable Reserves
    
    
    
    
    38,434
    
    
    
    4.0
    
    
    
    4,902
 Mining
Operations Geotechnical Issues Affecting the Kumtor Open Pit
  Mineral Resources Estimate
   - 93 -




---



##### 



Kumtor Resources as of December 31, 2007
 CATEGORY
    
    
    
    
    
    Tonnes
    
    
    Gold Grade
    
    
    Contained Gold(thousands)
    
    
    (g/t)
    
    
    (thousands of ounces)Measured
    
    Open Pit (> 1.0 g/t)
    
    
    18,770
    
    
    
    3.2
    
    
    
    1,931Indicated
    
    Open Pit (> 1.0 g/t)
    
    
    19,323
    
    
    
    2.8
    
    
    
    1,741Total Measured and Indicated Resources
    
    Open Pit (> 1.0 g/t)
    
    
    38,093
    
    
    
    3.0
    
    
    
    3,672Inferred
    
    Open Pit (> 1.0 g/t)
    
    
    778
    
    
    
    1.8
    
    
    
    46Underground (> 7.0 g/t)
    
    
    2,796
    
    
    
    20.0
    
    
    
    1,797Total Inferred Resources
    
    
    
    
    
    
    3,574
    
    
    
    16.0
    
    
    
    1,843
  SB Zone Underground
     Employees
   - 94 -




---



##### 



Mining Operations
 Mining
         Mining Operations  Geotechnical Issues Affecting the Kumtor Open Pit
  - 95 -




---



##### 



Milling
         - 96 -




---



##### 



Production History
 Mining Operations  Geotechnical Issues Affecting the
Kumtor Open Pit
 Geotechnical Issues Affecting the Kumtor Open Pit
 The Northeast Wall (High wall)
       - 97 -




---



##### 



The Southeast Wall
        - 98 -




---



##### 



Conclusion
  2008 Production Estimate
   
    
    Cameco has assumed that the geotechnical issues affecting the Kumtor Pit, which is a
challenging deposit to mine, will be overcome and that all necessary studies,
investigations and remediation efforts to pushback the highwall and dewater the glacial
till and rocks above the SB Zone and portions of the east wall are successful, but
actual production results could differ materially if these geotechnical issues cannot
be resolved successfully within the expected timeframe;
    
    Cameco has assumed that the initial planned raise of the tailings dam by three
meters is successfully completed on schedule by the end of 2008 and that all necessary
permits and authorizations are obtained, and all work is successfully completed, for a
further raise of the tailings dam by an additional
  
 - 99 -




---



##### 



three metres by 2010, but there is a risk that future production levels will be
constrained if these raises of the tailings dam cannot be successfully completed on
schedule;
    
    Cameco has assumed that the that the Agreement on New Terms is completed and all
conditions are satisfied, including approval of the Parliament of the Kyrgyz Republic
and any required regulatory or other approvals, but that is subject to the risk that
the agreement is not completed or the conditions are not satisfied;
    
    Cameco has assumed that Centerra receives all necessary permits and authorizations,
including environmental permits and authorizations, from governmental authorities of
the Kyrgyz Republic in a timely fashion and on acceptable terms to maintain scheduled
production, but that is subject to risk that such permits or authorizations cannot be
obtained in a timely manner or on terms satisfactory to Centerra.
    Gold Sales
    - 100 -




---



##### 



Kyrgyzaltyn Management Fee
   Environmental, Health and Safety Matters
       - 101 -




---



##### 



Decommissioning and Reclamation
      Exploration Activities
     - 102 -




---



##### 



Boroo Mine
 Centerra Gold Inc. 
Reserves and Resources
   www.sedar.com
 Minerals Law
     - 103 -




---



##### 



Stability Agreement
     Windfall Profits Tax
   Stability Agreement
    - 104 -




---



##### 



Property Description and Location
      Mining
  Milling
     - 105 -




---



##### 



Gold Sales
  Environmental, Health and Safety Matters
   Decommissioning and Reclamation
  Gatsuurt Development Property
 Centerra Gold Inc.  Reserves and Resources
   - 106 -




---



##### 



Reserves and Resources
     Cautionary Note to Investors concerning estimates of Measured and Indicated Resources:
 This section uses the terms measured resources and indicated resources. US investors are
advised that while those terms are recognized and required by Canadian securities regulatory
authorities, the US Securities and Exchange Commission does not recognize them. Investors are
cautioned not to assume that any part or all of the mineral deposit in these categories will ever
be converted into proven and probable reserves.
 Cautionary Note to Investors concerning estimates of Inferred Resources:
 This section uses the term inferred resources. US investors are advised that while this term is
recognized and required by Canadian securities regulatory authorities, the US Securities and
Exchange Commission does not recognize it. Inferred resources have a great amount of uncertainty
as to their existence and as to their economic and legal feasibility. It cannot be assumed that
all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian
securities regulations, estimates of inferred resources may not form the basis of feasibility or
pre-feasibility studies. Investors are cautioned not to assume that part or all of an inferred
resource exists or is economically or legally mineable.
  - 107 -




---



##### 



(Tonnes and Ounces in Thousands)(11)(12)Reserves(1)
    
    Proven (100% Basis)
    
    Probable (100% Basis)
    
    Total Proven and Probable ReservesCameco
    
    EstimatedGrade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    Equity
    
    Metallurgical
    
    MiningProperty
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    (oz)(3)
    
    Recovery %
    
    Method(4)Kumtor(6)
    
    
    9,888
    
    
    
    3.8
    
    
    
    1,223
    
    
    
    28,546
    
    
    
    4.0
    
    
    
    3,679
    
    
    
    38,434
    
    
    
    4.0
    
    
    
    4,902
    
    
    
    2,582
    
    
    
    82
    %
    
    OPBoroo
    
    
    3,684
    
    
    
    2.5
    
    
    
    291
    
    
    
    20,405
    
    
    
    1.2
    
    
    
    757
    
    
    
    24,089
    
    
    
    1.4
    
    
    
    1,048
    
    
    
    552
    
    
    
    80
    %
    
    OPGatsuurt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,101
    
    
    
    3.4
    
    
    
    1,005
    
    
    
    9,101
    
    
    
    3.4
    
    
    
    1,005
    
    
    
    529
    
    
    
    90
    %
    
    OPTotal(12)
    
    
    13,572
    
    
    
    3.5
    
    
    
    1,514
    
    
    
    58,052
    
    
    
    2.9
    
    
    
    5,441
    
    
    
    71,624
    
    
    
    3.0
    
    
    
    6,955
    
    
    
    3,663
 (Tonnes and Ounces in Thousands)(11)(12)Measured and Indicated Resources(2)
    
    Measured (100% Basis)
    
    Indicated (100% Basis)
    
    Total Measured and Indicated ResourcesCameco
    
    MiningGrade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    Equity
    
    MethodProperty
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    (oz) (3)
    
    (4)Kumtor(5)(6)
    
    
    18,770
    
    
    
    3.2
    
    
    
    1,931
    
    
    
    19,323
    
    
    
    2.8
    
    
    
    1,741
    
    
    
    38,093
    
    
    
    3.0
    
    
    
    3,672
    
    
    
    1,934
    
    
    OPBoroo(5)(8)
    
    
    452
    
    
    
    2.0
    
    
    
    29
    
    
    
    5,016
    
    
    
    1.4
    
    
    
    225
    
    
    
    5,468
    
    
    
    1.4
    
    
    
    254
    
    
    
    134
    
    
    OPGatsuurt(9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,238
    
    
    
    3.0
    
    
    
    607
    
    
    
    6,238
    
    
    
    3.0
    
    
    
    607
    
    
    
    320
    
    
    OPREN(10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,991
    
    
    
    12.7
    
    
    
    1,220
    
    
    
    2,991
    
    
    
    12.7
    
    
    
    1,220
    
    
    
    404
    
    
    UGTotal
    
    
    19,222
    
    
    
    3.2
    
    
    
    1,960
    
    
    
    33,568
    
    
    
    3.5
    
    
    
    3,793
    
    
    
    52,790
    
    
    
    3.4
    
    
    
    5,753
    
    
    
    2,792
 (Tonnes and Ounces in Thousands)(11)(12)Inferred Resources (100% Basis)(2)
    
    InferredGrade
    
    Contained
    
    Cameco
    
    MiningProperty
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Equity (oz)(3)
    
    Method(4)Kumtor(5)(6)
    
    
    778
    
    
    
    1.8
    
    
    
    46
    
    
    
    24
    
    
    OPKumtor SB Underground(7)
    
    
    2,796
    
    
    
    20.0
    
    
    
    1,797
    
    
    
    947
    
    
    UGBoroo(5)(8)
    
    
    7,723
    
    
    
    1.0
    
    
    
    239
    
    
    
    126
    
    
    OPGatsuurt(9)
    
    
    2,437
    
    
    
    3.3
    
    
    
    256
    
    
    
    135
    
    
    OPREN(10)
    
    
    835
    
    
    
    16.1
    
    
    
    432
    
    
    
    143
    
    
    UGTotal
    
    
    14,569
    
    
    
    6.0
    
    
    
    2,770
    
    
    
    1,375
 
 Notes:1.
    
    For the purpose of estimating mineral reserves in accordance with National Instrument 43-101
of the Canadian securities regulatory authorities and in accordance with US Securities and
Exchange Commission Industry Guide 7, reserves have been estimated with cut-off grades based
on a gold price of $550 (US) per ounce.2.
    
    Mineral resources are in addition to mineral reserves. Mineral resources that are not
mineral reserves do not have demonstrated economic viability when calculated using mineral
reserve assumptions.3.
    
    Camecos equity interest amounts to 52.7% of Centerras equity interest of reserves and
resources for the properties. Centerras equity interests for the properties are: Kumtor
100%, Gatsuurt 100%, Boroo 100% and REN 63%. Upon the completion of the Agreement on New
Terms with the Kyrgyz Government and the issuance of 10 million treasury shares of Centerra to
Cameco, Cameco would own approximately 41% of Centerra.4.
    
    OP means open pit and UG means underground.5.
    
    Open pit mineral resources occur outside the current pits, which have been designed using a
gold price of $550 (US) per ounce.6.
    
    The open pit mineral reserves and resources at Kumtor are estimated based on a cut-off grade
of 1.0 grams of gold per tonne and include the Central Pit and the Southwest and Sarytor
deposits. Except for the potential risks posed by the geotechnical issues described under the
heading Kumtor Mine  Mining Operations -Geotechnical Issues Affecting the Kumtor Pit and
the political risks pertaining to Kyrgyz Republic described under Risk Factors, there are
no currently known environmental, permitting, legal, title, taxation socio-economic,
marketing, political or other relevant issues that might materially affect the estimate of
Kumtor mineral reserves7.
    
    Underground mineral resources occur below the Central Pit shell and are estimated based on a
cut-off grade of 7.0 grams of gold per tonne.8.
    
    The mineral reserves and resources at Boroo are estimated based on a variable cut-off grade
depending on the type of material and the associated recovery. The cut-off grades range from
0.2 to 0.8 grams of gold per tonne.9.
    
    The mineral reserves and resources at Gatsuurt are estimated using either a 1.2 or 1.9 grams
of gold per tonne cut-off grade depending on the type of material and the associated recovery.10.
    
    The mineral resources at REN are estimated based on a cut-off grade of 8.0 grams of gold per
tonne.11.
    
    A conversion factor of 31.10348 grams of gold per ounce is used in the mineral reserve and
resource estimates.12.
    
    Numbers may not add up due to rounding.  - 108 -




---



##### 



Gold Reserves and Resources Reconciliation
  Reconciliation of Camecos Share of Gold Reserves and Resources (1)  (in troy ounces of contained gold)
 2007 AdditionDecember 31, 2006
    
    2007 Throughput (2)
    
    (Deletion) (3)
    
    December 31, 2007Reserves  ProvenBoroo
    
    
    225,000
    
    
    
    (156,000
    )
    
    
    84,000
    
    
    
    153,000Gatsuurt
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Kumtor(4)
    
    
    997,000
    
    
    
    (222,000
    )
    
    
    (132,000
    )
    
    
    643,000REN
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Proven Reserves
    
    
    1,222,000
    
    
    
    (378,000
    )
    
    
    (48,000
    )
    
    
    796,000Reserves  ProbableBoroo
    
    
    393,000
    
    
    
    0
    
    
    
    6,000
    
    
    
    399,000Gatsuurt
    
    
    530,000
    
    
    
    0
    
    
    
    (1,000
    )
    
    
    529,000Kumtor(4)
    
    
    1,503,000
    
    
    
    0
    
    
    
    436,000
    
    
    
    1,939,000REN
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Probable Reserves
    
    
    2,426,000
    
    
    
    0
    
    
    
    441,000
    
    
    
    2,867,000Total Proven and
Probable Reserves
    
    
    3,648,000
    
    
    
    378,000
    
    
    
    393,000
    
    
    
    3,663,000Resources  MeasuredBoroo
    
    
    22,000
    
    
    
    0
    
    
    
    (7,000
    )
    
    
    15,000Gatsuurt(6)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Kumtor(5)
    
    
    1,035,000
    
    
    
    0
    
    
    
    (18,000
    )
    
    
    1,017,000REN
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total Measured Resources
    
    
    1,057,000
    
    
    
    0
    
    
    
    (25,000
    )
    
    
    1,032,000Resources  IndicatedBoroo
    
    
    120,000
    
    
    
    0
    
    
    
    (2,000
    )
    
    
    118,000Gatsuurt(6)
    
    
    320,000
    
    
    
    0
    
    
    
    0
    
    
    
    320,000Kumtor(5)
    
    
    810,000
    
    
    
    0
    
    
    
    107,000
    
    
    
    917,000REN
    
    
    399,000
    
    
    
    0
    
    
    
    5,000
    
    
    
    404,000Total Indicated Resources
    
    
    1,649,000
    
    
    
    0
    
    
    
    110,000
    
    
    
    1,759,000Total Measured and
Indicated Resources
    
    
    2,706,000
    
    
    
    0
    
    
    
    85,000
    
    
    
    2,791,000Resources  InferredBoroo
    
    
    120,000
    
    
    
    0
    
    
    
    6,000
    
    
    
    126,000Gatsuurt(6)
    
    
    135,000
    
    
    
    0
    
    
    
    0
    
    
    
    135,000Kumtor(5)
    
    
    985,000
    
    
    
    0
    
    
    
    (14,000
    )
    
    
    971,000REN
    
    
    141,000
    
    
    
    0
    
    
    
    2,000
    
    
    
    143,000Total Inferred Resources
    
    
    1,381,000
    
    
    
    0
    
    
    
    (6,000
    )
    
    
    1,375,000
 
 Notes:1.
    
    Cameco reports mineral reserves and mineral resources separately. The amount of reported
mineral resources does not include those amounts identified as mineral reserves.2.
    
    Corresponds to mill feed. The discrepancy between the 2007 mill feed and Camecos share of
2007 ounces produced is due to mill recovery.3.
    
    Changes in mineral reserves or resources, as applicable, are attributed to information
provided by drilling and subsequent reclassification of mineral reserves or resources, an
increase in the gold price, changes in pit designs, reconciliation between the mill and the
resource model, and changes to operating costs.4.
    
    Kumtor mineral reserves include the Central Pit and the Southwest and Sarytor deposits.5.
    
    Kumtor mineral resources include the Central Pit, the SB underground, and the Southwest and
Sarytor deposits.6.
    
    Gatsuurt mineral reserves and resources include the Central Zone and Main Zone deposits.  - 109 -




---



##### 



Centerra Commitments and Contractual Obligations
 Exchange Agreements with IFC and EBRD
     Political Risk Insurance Rights Plan
  
    
    each holder of Centerra common shares will be entitled to exchange its shares for Centerra
Class A non-voting shares;
    
    Kyrgyzaltyn has irrevocably elected to exchange all of its common shares for Class A
non-voting shares and it is expected that no other shareholders would elect to do this;
    
    the holders of Centerra common shares (but not Class A non-voting shares) will be entitled
to acquire additional common shares for $0.01 per share, with the aggregate number of common
shares available to be determined by a formula designed to provide for the holders of Class A
non-voting shares to be diluted by an amount that approximates the proceeds received under the
political risk insurance; and
    
    following the exercise of the rights to acquire additional shares by Centerra common
shareholders, the Class A nonvoting shares will convert back into Centerra common shares.Centerra Shareholders Agreement
   - 110 -




---



##### 



Location Agreement
  Administrative Services Agreement
  Additional Information on Centerra
 www.sedar.com. www.sedar.com
 RISK FACTORS
   - 111 -




---



##### 



Risks Relating to Cameco and Centerra Generally
 Cameco and Centerra are subject to a number of operational risks and Cameco and Centerra may
not be adequately insured for certain risks
 6 6
    Governmental Regulation and Policy Risks
   - 112 -




---



##### 



Political Risk
 Centerra Gold Inc. -
Kumtor Mine  Government and Political Factors
   Legal and Regulatory Environment in
the Republic of Kazakhstan
   - 113 -




---



##### 



Cameco and Centerra may experience difficulties with their joint venture partners.
  Tailings Capacity Constraints
   - 114 -




---



##### 



3 8
   Labour Relations
   Imprecision of Reserve and Resource Estimates
   - 115 -




---



##### 



Production Estimates may be inaccurate
      Exploration and Development activities may not be successful
   - 116 -




---



##### 



Environmental, health and safety risk.
   6 6 Uranium Fuel Conversion Services  Operations 
Port Hope  6
  - 117 -




---



##### 



Cameco or Centerra may be unable to enforce its legal rights in certain circumstances.
    Properties may be subject to defects in title
 Centerra Gold Inc.  Gatsuurt Development Property
  Centerra
Gold Inc.  Gatsuurt Development Property
 Counterparty/Credit Risk
     - 118 -




---



##### 



Currency Fluctuations
    Asset-Backed Commercial Paper
   Decommissioning and Reclamation
    - 119 -




---



##### 



Accounting Policies
  Internal Controls
  Key Personnel
  Camecos and Centerras success depends on their ability to attract and retain qualified
personnel.
  Prospects may suffer due to enhanced competition for mineral acquisition opportunities.
   - 120 -




---



##### 



Risks relating to Nuclear Business
 Volatility and Sensitivity to Prices
 3 8
 6 3 8 6
 Spot Uranium Prices (1)
 (US $/lb of U 3 O 8 )
 1998
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007SpotHigh
    
    
    11.80
    
    
    
    10.90
    
    
    
    9.40
    
    
    
    9.50
    
    
    
    10.20
    
    
    
    14.40
    
    
    
    20.50
    
    
    
    36.50
    
    
    
    72.00
    
    
    
    135.00Low
    
    
    8.75
    
    
    
    9.60
    
    
    
    7.10
    
    
    
    7.20
    
    
    
    9.70
    
    
    
    10.10
    
    
    
    15.60
    
    
    
    21.20
    
    
    
    37.50
    
    
    
    75.00
 
 (1)
    
    Source: The Nuexco Exchange Value, published by TradeTech. Spot prices reflect the spot price
for all uranium other than of CIS origin. Range of Nuexco Spot UF 6 Conversion Values (1)
 (US$/kg U)
 1998
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007SpotHigh
    
    
    5.10
    
    
    
    3.85
    
    
    
    3.25
    
    
    
    5.25
    
    
    
    5.25
    
    
    
    6.50
    
    
    
    9.00
    
    
    
    12.00
    
    
    
    11.75
    
    
    
    11.75Low
    
    
    3.50
    
    
    
    2.55
    
    
    
    2.35
    
    
    
    3.65
    
    
    
    5.05
    
    
    
    4.90
    
    
    
    6.80
    
    
    
    11.00
    
    
    
    11.00
    
    
    
    8.00
 
 (1)
    
    Source: The Nuexco Conversion Value, published by TradeTech. The conversion value over this
period of time is for the provision of conversion services delivered in North America.  Large flood at the McArthur River Mine, Cigar Lake Project, or Rabbit Lake Mine
   - 121 -




---



##### 



Technical Challenges
   Replacement of Reserves
   - 122 -




---



##### 



Aboriginal Title and Consultation Issues
    Competition from Other Energy Sources and Public Acceptance of Nuclear Energy
  Dependence on Limited Number of Customers
 3 8 6 6 2 2
  - 123 -




---



##### 



Uranium Industry Competition and International Trade Restrictions
  6
 Deregulation of the Electrical Utility Industry
  Reduced Liquidity and Difficulty in Obtaining Future Financing.
  Technical Obsolescence
  Risks Relating to Nuclear Electrical Generation
 Generation and Technology Risks
    - 124 -




---



##### 



Nuclear Operations
   Operating Life Assessment
  Unplanned or Extended Outages
  Labour Relations
  Government Regulation
   - 125 -




---



##### 



Bruce Power LP  The Generating Facilities  New Fuel Program
  Fuel Fabrication Defects and Product Liability
    Nuclear Waste Management and Decommissioning
    - 126 -




---



##### 



Restructuring of Ontarios Electricity Industry
 Ontarios Electricity Regulation 
Ontario Electricity Sector Restructuring
  Spot Market Electricity Prices
   Reliance on Single Contractors
 3 8 2
 Competition
 Electricity Restructuring
Act
 Reliance on Transmission Systems
   - 127 -




---



##### 



Effects of Weather
  Credit Risk
   Risks Relating to Centerra
 Centerras business is sensitive to the volatility of gold prices
   Average London PM Fix
 (US$)
 1998
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007US$ Average
    
    
    294
    
    
    
    279
    
    
    
    279
    
    
    
    271
    
    
    
    310
    
    
    
    363
    
    
    
    409
    
    
    
    444
    
    
    
    604
    
    
    
    696
    - 128 -




---



##### 



Centerras reserves may not be replaced
  Centerra may experience further ground movements at the Kumtor mine
 Mining Operations  Geotechnical Issues Affecting the Kumtor Open Pit
  Changes in, or more aggressive enforcement of, laws and regulations could adversely impact
Centerras business
     - 129 -




---



##### 



Centerra Gold Inc.  Boroo Mine  Stability Agreement
 Centerra Gold Inc.  Gatsuurt Development Property
 Governmental Regulation and Policy Risks
 Centerras operations in the Kyrgyz Republic and Mongolia are located in areas of seismic
activity
  Centerras properties are located in remote locations and require a long lead-time for
equipment and supplies
 Centerra
Gold  Kumtor Mine  Environmental, Health and Safety Matters
 Illegal mining has occurred on Centerras Mongolian properties, is difficult to control, may
disrupt Centerras operations and may expose Centerra to liability.
  Centerra may experience reduced liquidity and difficulty in obtaining future financing
   - 130 -




---



##### 



As a holding company, Centerras ability to make payments depends on the cash flows of its
subsidiaries.
  
    
    the cash flows generated by operations, investment activities and financing activities;
    
    the level of taxation, particularly corporate profits and withholding taxes, in the
jurisdiction in which they operate; and
    
    the introduction of exchange controls and repatriation restrictions or the availability of
hard currency to be repatriated.
  DESCRIPTION OF SECURITIES
 Description of Share Capital
  Common Shares
   - 131 -




---



##### 



Class B Shares
  First Preferred Shares
  Second Preferred Shares
  Restrictions on Ownership and Voting
 Limits on the Holdings of Residents and Non-Residents of Canada
 Eldorado Nuclear Limited Reorganization and
Divestiture Act
   - 132 -




---



##### 



Enforcement
    Definitions
  non-resident
 (i)
    
    an individual, other than a Canadian citizen, who is not ordinarily resident in Canada;(ii)
    
    a corporation incorporated, formed or otherwise organized outside Canada;(iii)
    
    a foreign government or an agency thereof;(iv)
    
    a corporation that is controlled by non-residents, directly or indirectly, as defined in any of (i) to (iii) above;(v)
    
    a trust:
 (A)
    
    established by a non-resident as defined in any of (ii) to (iv) above, other
than a trust for the administration of a pension fund for the benefit of individuals a
majority of whom are residents; or(B)
    
    in which non-residents as defined in any of (i) to (iv) above have more than
fifty percent of the beneficial interest; or
 (vi)
    
    a corporation that is controlled by a trust described in (v) above;
 resident
 voting security
 (i)
    
    a security currently convertible into such a share or other security; and
  - 133 -




---



##### 



(ii)
    
    currently exercisable options and rights to acquire such a share or other security or such
convertible share or other security;
 person
 (i)
    
    one is a corporation of which the other is an officer or director;(ii)
    
    one is a corporation that is controlled by the other or by a group of persons of which the other is a member;(iii)
    
    one is a partnership of which the other is a partner;(iv)
    
    one is a trust of which the other is a trustee;(v)
    
    both are corporations controlled by the same person;(vi)
    
    both are members of a voting trust or parties to an arrangement that relates to voting securities of Cameco; or(vii)
    
    both are at the same time associates, within the meaning of any of (i) to (vi) above, of the
same person; provided that:
 (A)
    
    if a resident who, but for this paragraph, would be an associate of a
non-resident submits to Cameco a statutory declaration stating that no voting
securities are held, directly or indirectly, for a non-resident, that resident and
non-resident are not associates of each other, provided the statutory declaration is
not false;(B)
    
    two corporations are not associates pursuant to (vii) above by reason only that
each is an associate of the same person pursuant to (i) above;(C)
    
    if any person appears to Cameco to hold voting securities to which are attached
not more than the lesser of four one-hundredths of one percent of the votes that may
ordinarily be cast to elect directors of Cameco and 10,000 such votes, that person is
not an associate of any other person and no other person is an associate of that person
in relation to those voting securities;
 control
 beneficial ownership
 Other Restrictions
  The Saskatchewan Mining Development Corporation Reorganization Act
  - 134 -




---



##### 



5% Convertible Subordinated Debentures
        Ratings of Securities
   - 135 -




---



##### 



Security
    
    DBRS(1)
    
    S&P(2)Commercial Paper
    
    R-1 (low)
    
    A-1 (low)(3)Senior Unsecured Debentures
    
    A (low)
    
    BBB+Convertible Debentures
    
    BBB (high)
    
    Not Rated
 
 (1)
    
    Published as of September 6, 2007(2)
    
    Published as of August 25, 2006(3)
    
    A-1 (low) is the Canadian National Scale Rating while the Global Scale Rating
is A-2.   Commercial Paper
  Senior Unsecured Debentures
  Convertible Debentures
  Dividend Policy
    - 136 -




---



##### 



2007
    
    2006
    
    2005Cash dividends declared per common share
    
    $
    0.20
    
    
    $
    0.16
    
    
    $
    0.12
 2007 CONSOLIDATED FINANCIAL STATEMENTS
  MANAGEMENTS DISCUSSION AND ANALYSIS
  MARKET FOR SECURITIES
    Price Range and Trading Volume of Common Shares
   - 137 -




---



##### 



TSX2007
    
    High ($)
    
    Low ($)
    
    VolumeJanuary
    
    
    48.75
    
    
    
    42.90
    
    
    
    30,781,765February
    
    
    46.04
    
    
    
    41.82
    
    
    
    36,112,346March
    
    
    47.66
    
    
    
    41.59
    
    
    
    32,728,523April
    
    
    54.99
    
    
    
    46.40
    
    
    
    38,209,043May
    
    
    57.49
    
    
    
    51.18
    
    
    
    32,205,110June
    
    
    59.90
    
    
    
    50.15
    
    
    
    31,283,929July
    
    
    55.26
    
    
    
    41.45
    
    
    
    56,278,430August
    
    
    43.62
    
    
    
    36.80
    
    
    
    44,434,497September
    
    
    47.78
    
    
    
    41.10
    
    
    
    41,516,850October
    
    
    50.24
    
    
    
    41.14
    
    
    
    45,049,300November
    
    
    46.48
    
    
    
    39.00
    
    
    
    51,262,008December
    
    
    40.84
    
    
    
    35.22
    
    
    
    36,357,832
 Price Range and Trading Volume of 5% Convertible Subordinated Debentures due October 1, 2013
  TSX2007
    
    High $
    
    Low $
    
    VolumeJanuary
    
    
    451.06
    
    
    
    403.50
    
    
    
    740February
    
    
    427.06
    
    
    
    390.68
    
    
    
    272,955March
    
    
    431.94
    
    
    
    398.00
    
    
    
    1,100April
    
    
    500.00
    
    
    
    450.14
    
    
    
    50,720May
    
    
    521.44
    
    
    
    484.15
    
    
    
    287,360June
    
    
    533.20
    
    
    
    468.85
    
    
    
    1,320July
    
    
    507.58
    
    
    
    386.50
    
    
    
    3,540August
    
    
    394.53
    
    
    
    357.07
    
    
    
    940September
    
    
    431.70
    
    
    
    395.62
    
    
    
    470October
    
    
    450.27
    
    
    
    410.84
    
    
    
    340November
    
    
    392.22
    
    
    
    363.00
    
    
    
    2,360December
    
    
    364.56
    
    
    
    364.56
    
    
    
    60
  - 138 -




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##### 



DIRECTORS AND OFFICERS
 Directors
 Name, Office held in Corporation andMunicipality of Residence
    
    Principal Occupation or Employment
    
    Director Since(1)JOHN S. AUSTON (2, 6)
West Vancouver, British Columbia,
Canada
    
    Geologist; Corporate Director,
2000 to present; prior: President,
Director and Chief
Executive Officer, Ashton Mining
of Canada Inc. 1996-2000.
    
    
    1999JOHN H. CLAPPISON (2, 3, 4)
Toronto, Ontario, Canada
    
    Corporate Director, commencing in
2006; prior: 1990 to December
2005, managing partner of the
Toronto office of
PricewaterhouseCoopers LLP.
    
    
    2006JOE F. COLVIN (4, 6)
Kiawah Island, South Carolina, U.S.A.
    
    Corporate Director and President
Emeritus of Nuclear Energy
Institute, February 16, 2005 to
present; prior: President and
Chief Executive Officer, Nuclear
Energy Institute 1996 to February
15, 2005.
    
    
    1999HARRY D. COOK (2, 4, 6)
La Ronge, Saskatchewan, Canada
    
    Corporate Director, March 31,
2005 to present; prior: Chief,
Lac La Ronge Indian Band from
1987 until March 31, 2005.
    
    
    1992JAMES R. CURTISS (4, 5)
Brookeville, Maryland, U.S.A.
    
    Lawyer, Partner, Winston &
Strawn, 1993 to present;
prior: Commissioner US Nuclear
Regulatory Commission 1988-1993.
    
    
    1994GEORGE S. DEMBROSKI (5, 6)
Toronto, Ontario, Canada
    
    Corporate Director, 1998 to
present; prior: Vice-Chairman and
Director, RBC Dominion Securities
Limited (investment dealer)
1981-1998.
    
    
    1996GERALD W. GRANDEY
President and Chief Executive Officer
Saskatoon, Saskatchewan, Canada
    
    Assumed current position 2003;
prior: President 2000-2002;
Executive Vice-President
1997-2000.
    
    
    2000NANCY E. HOPKINS (3, 6)
Saskatoon, Saskatchewan, Canada
    
    Lawyer, Partner, McDougall
Gauley, 1984 to present.
Effective January 2001 Gauley &
Company merged with McDougall
Ready to form McDougall Gauley.
    
    
    1992OYVIND HUSHOVD (2, 3, 5)
Kristiansand S, Norway
    
    Corporate Director, June 1, 2005
to present; prior: Chairman and
Chief Executive Officer of
Gabriel Resources Ltd., May 2003
to May 31, 2005; and President
and Chief Executive Officer of
Falconbridge Ltd. 1996 to 2002.
    
    
    2003J.W. GEORGE IVANY (3, 5, 6)
Kelowna, British Columbia, Canada
    
    Corporate Director, 1999 to
present; prior: President and
Vice-Chancellor, University of
Saskatchewan 1989-1999.
    
    
    1999
  - 139 -




---



##### 



Name, Office held in Corporation andMunicipality of Residence
    
    Principal Occupation or Employment
    
    Director Since(1)A. ANNE McLELLAN (4, 5, 6)
Edmonton, Alberta, Canada
    
    Lawyer, Counsel, Bennett Jones
LLP June, 2006 to present;
prior: 1993 to 2006, served as a cabinet
minister in various portfolios
with the Canadian government,
most recently as Deputy Prime
Minister of Canada from 2003 to
2006.
    
    
    2006A. NEIL McMILLAN (2, 3, 4)
Saskatoon, Saskatchewan, Canada
    
    President and Chief Executive
Officer, Claude Resources Inc.
March 1, 2004 to present;
prior: 1996 to March 1, 2004 President
of Claude Resources Inc.
    
    
    2001ROBERT W. PETERSON (3, 4, 5)
Regina, Saskatchewan, Canada
    
    Member of the Senate of Canada
2005 to present and President and
Chief Operating Officer Denro
Holdings Ltd. 1994 to present.
    
    
    1994VICTOR J. ZALESCHUK (2, 5, 6)
Calgary, Alberta, Canada
    
    Corporate Director, November 2001
to present; prior: President and
Chief Executive Officer, Nexen
Inc. (formerly Canadian
Occidental Petroleum Ltd.) from
June 1, 1997 to June 1, 2001.
    
    
    2001
 
 Notes:(1)
    
    Each director will hold office until the next annual meeting unless such directors office is
earlier vacated in accordance with the corporate law requirements applicable to the Company
from time to time.(2)
    
    Member of the reserves oversight committee.(3)
    
    Member of the audit committee.(4)
    
    Member of the safety, health and environment committee.(5)
    
    Member of the human resources and compensation committee.(6)
    
    Member of the nominating, corporate governance and risk committee.  - 140 -




---



##### 



Officers
 Name, Office held in Corporation and Municipality
    
    Principal Occupation or Employment for Past Fiveof Residence
    
    YearsVICTOR J. ZALESCHUK

Chair

Calgary, Alberta, Canada
    
    Corporate Director, November 2001 to present;
prior: President and Chief Executive Officer,
Nexen Inc. (formerly Canadian Occidental
Petroleum Ltd.) from June 1997 to June 2001.GERALD W. GRANDEY
President and Chief Executive Officer

Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2003; prior: President,
2000-2002; Executive Vice-President
1997-2000.TIMOTHY S. GITZEL

Senior Vice-President and Chief Operating Officer 

Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2007;
prior: Executive Vice-President, mining business unit,
AREVA June 2004 to January 2007; President and
Chief Executive Officer, Cogema Resources Inc.
September 2001 to June 2004.GEORGE B. ASSIE

Senior Vice-President, Marketing and Business
Development 

Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2003;
prior: President Cameco Inc., Eden Prairie, Minnesota
1999  2002.O. KIM GOHEEN

Senior Vice-President
and Chief Financial Officer

Saskatoon, Saskatchewan, Canada
    
    Assumed current position August 2004; prior
Vice-President & Treasurer May 1999 to August
2004.RITA M. MIRWALD

Senior Vice-President, Corporate Services

Saskatoon, Saskatchewan, Canada
    
    Assumed current position April 1997.GARY M.S. CHAD
Senior Vice-President, Governance, Law
and Corporate Secretary

Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2000;
prior: Senior General Counsel and Secretary 1990-1999.
    - 141 -




---



##### 



Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  (a)
    
    was the subject of a cease trade or similar order or an order that denied that company access
to any statutory exemptions for a period exceeding 30 consecutive days;(b)
    
    was subject to an event that resulted, after the director or executive officer ceased to be a
director or executive officer, in the company being the subject of a cease trade or similar
order or an order that denied that issuer access to any statutory exemptions for a period
exceeding 30 consecutive days; or(c)
    
    within a year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold the assets of that issuer.
   (a)
    
    any penalties or sanctions imposed by a court relating to securities legislation or by a
securities regulatory authority or has entered into a settlement agreement with a securities
regulatory authority; or(b)
    
    any other penalties or sanctions imposed by a court or regulatory body that would likely be
considered important to a reasonable investor in making an investment decision.
 Interest of Management and Others in Material Transactions
  AUDIT COMMITTEE
 Audit Committee Charter
 www.cameco.com
 Composition of the Audit Committee
   - 142 -




---



##### 



Relevant Education and Experience
        - 143 -




---



##### 



Fees Paid to External Auditors
  % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total2007
    
    
    Fees
    
    
    2006
    
    
    FeesAudit Fees:Cameco and Canadian joint ventures
    
    $
    890,000
    
    
    
    44.9
    %
    
    $
    834,000
    
    
    
    39.8
    %Centerra and other subsidiaries
    
    
    661,400
    
    
    
    33.4
    %
    
    
    895,200
    
    
    
    42.7
    %Total Audit Fees
    
    $
    1,551,400
    
    
    
    78.3
    %
    
    $
    1,729,200
    
    
    
    82.5
    %Audit-Related Fees:Sarbanes-Oxley 404 scoping project
    
    $
    41,500
    
    
    
    2.1
    %
    
    $
    90,000
    
    
    
    4.3
    %Cameco consultative
    
    
    31,500
    
    
    
    1.5
    %
    
    
    
    
    
    
    Centerra consultative
    
    
    153,900
    
    
    
    7.8
    %
    
    
    
    
    
    
    Pensions
    
    
    13,000
    
    
    
    0.7
    %
    
    
    8,500
    
    
    
    0.4
    %Zircatec  specified procedures
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    2.4
    %Total Audit-Related Fees
    
    $
    239,900
    
    
    
    12.1
    %
    
    $
    148,500
    
    
    
    7.1
    %Tax Fees:Compliance
    
    $
    130,400
    
    
    
    6.6
    %
    
    $
    167,500
    
    
    
    8.0
    %Planning and advice
    
    
    58,800
    
    
    
    3.0
    %
    
    
    51,700
    
    
    
    2.4
    %Total Tax Fees
    
    $
    189,200
    
    
    
    9.6
    %
    
    $
    219,200
    
    
    
    10.4
    %All Other Fees:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Fees
    
    $
    1,980,500
    
    
    
    100
    %
    
    $
    2,096,900
    
    
    
    100
    %
 External Audit Pre-Approval Practices
  MATERIAL CONTRACTS
  (a)
    
    On September 11, 2003, Cameco entered into an underwriting agreement with RBC Dominion
Securities Inc., Scotia Capital Inc., CIBC World Markets and HSBC Securities (Canada) Inc. in
connection with the issuance on October 1, 2003 of $230 million principal amount of 5%
Convertible Debentures due in 2013. For more details on the Convertible Debentures, see
Description of Securities-5% Convertible Subordinated Debentures.(b)
    
    On September 25, 2003, Cameco entered into a Trust Indenture with CIBC Mellon Trust Company
in connection with the issuance on October 1, 2003 of $230 million principal amount of 5%
Convertible Debentures due in 2013. This Trust Indenture sets out the terms and conditions
pertaining to the Convertible Debentures. For more details on the Convertible Debentures, see
Description of Securities-5% Convertible Subordinated Debentures.(c)
    
    On September 1, 2005, Cameco entered into an underwriting agreement with RBC Dominion
Securities Inc. and Scotia Capital Inc. in connection with the issuance on September 15, 2005
of $300 million principal amount of
  - 144 -




---



##### 



4.7% unsecured debentures due in 2015. For more details on these debentures, see
Description of Securities-Rating of Securities.(d)
    
    On September 16, 2005, Cameco entered into the Third Supplemental Indenture with CIBC Mellon
Trust Company in connection with the issuance on September 15, 2005 of $300 million principal
amount of 4.7% unsecured debentures due in 2015. This Third Supplemental Indenture, together
with the July 12, 1999 original indenture, sets out the terms and conditions pertaining to the
$300 million principal amount of 4.7% unsecured debentures due in 2015. For more details on
these debentures, see Description of Securities-Rating of Securities.(e)
    
    On December 2, 2005, Cameco entered into an agreement to acquire a 100% interest in Zircatec,
a Canadian manufacturer of nuclear fuel bundles. The purchase was completed on February 1,
2006 at a purchase price of $109 million. For more details on this purchase, see Uranium
Fuel Conversion Services-Operations.
 INTEREST OF EXPERTS
 Name of Experts
  Uranium Concentrates Business 
Reserves and Resources
 Centerra Gold Inc.  Reserves and Resources
 Interest of Experts
   ADDITIONAL INFORMATION
 www.sedar.com
  - 145 -




---



##### 



Appendix A
 AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
 MANDATE
 PURPOSE
  
  
 COMPOSITION
    Financially literate
 Accounting or related financial expertise
    - 146 -




---



##### 



MEETINGS
     DUTIES AND RESPONSIBILITIES
  Financial Reporting Process
 1.
    
    Review with management and the external auditors any items of concern, any proposed changes
in the selection or application of major accounting policies and the reasons for the change,
any identified risks and uncertainties, and any issues requiring management judgement, to the
extent that the foregoing may be material to financial reporting.2.
    
    Consider any matter required to be communicated to the committee by the external auditors
under applicable generally accepted auditing standards, applicable law and listing standards,
including the external auditors report to the committee (and managements response thereto)
on: (a) all critical accounting policies and practices used by the corporation; (b) all
material alternative accounting treatments of financial information within generally accepted
accounting principles that have been discussed with management, including the ramifications of
the use of such alternative treatments and disclosures and the treatment preferred by the
external auditors; and (c) any other material written communications between the external
auditors and management.3.
    
    Require the external auditors to present and discuss with the committee their views about the
quality, not just the acceptability, of the implementation of generally accepted accounting
principles with particular focus on accounting estimates and judgements made by management and
their selection of accounting principles.4.
    
    Discuss with management and the external auditors (a) any accounting adjustments that were
noted or proposed (i.e. immaterial or otherwise) by the external auditors but were not
reflected in the financial statements, (b) any material correcting adjustments that were
identified by the external auditors in accordance with generally accepted accounting
principles or applicable law, (c) any communication reflecting a difference of opinion between
the audit team and the external auditors national office on material auditing or accounting
issues raised by the engagement, and (d) any management or internal control letter issued,
or proposed to be issued, by the external auditors to the corporation.5.
    
    Discuss with management and the external auditors any significant financial reporting issues
considered during the fiscal period and the method of resolution. Resolve disagreements
between management and the external auditors regarding financial reporting.
  - 147 -




---



##### 



6.
    
    Review with management and the external auditors (a) any off-balance sheet financing
mechanisms being used by the corporation and their effect on the corporations financial
statements and (b) the effect of regulatory and accounting initiatives on the corporations
financial statements, including the potential impact of proposed initiatives.7.
    
    Review with management and the external auditors and legal counsel, if necessary, any
litigation, claim or other contingency, including tax assessments, that could have a material
effect on the financial position or operating results of the corporation, and the manner in
which these matters have been disclosed or reflected in the financial statements.8.
    
    Review with the external auditors any audit problems or difficulties experienced by the
external auditors in performing the audit, including any restrictions or limitations imposed
by management, and managements response. Resolve any disagreements between management and the
external auditors regarding these matters.9.
    
    Review the results of the external auditors audit work including findings and
recommendations, managements response, and any resulting changes in accounting practices or
policies and the impact such changes may have on the financial statements.10.
    
    Review and discuss with management and the external auditors the audited annual financial
statements and related management discussion and analysis, make recommendations to the board
with respect to approval thereof, before being released to the public, and obtain an
explanation from management of all significant variances between comparable reporting periods.
Obtain confirmation from management and the external auditors that the reconciliation of the
audited financial statements to U.S. GAAP complies with the requirements of U.S. securities
laws.11.
    
    Review and discuss with management and the external auditors all interim unaudited financial
statements and quarterly reports and related interim management discussion and analysis and
make recommendations to the board with respect to the approval thereof, before being released
to the public.12.
    
    Obtain confirmation from the chief executive officer and the chief financial officer (and
considering the external auditors comments, if any, thereon) to their knowledge:
 (a)
    
    that the audited financial statements, together with any financial information
included in the annual MD&A and annual information form, fairly represent in all
material respects the corporations financial condition, cash flow and results of
operation, as of the date and for the periods presented in such filings; and(b)
    
    that the interim financial statements, together with any financial information
included in the interim MD&A, fairly represent in all material respects the
corporations financial condition, cash flow and results of operation, as of the date
and for the periods presented in such filings.
 13.
    
    Review earnings press releases, before being released to the public. Discuss the type and
presentation of information to be included in earnings press releases (paying particular
attention to any use of pro-forma or adjusted Non-GAAP, information).14.
    
    Review any news release, before being released to the public, containing earnings guidance or
financial information based upon the corporations financial statements prior to the release
of such statements.15.
    
    Review the appointment of the chief financial officer and have the chief financial officer
report to the committee on the qualifications of new key financial executives involved in the
financial reporting process.16.
    
    Consult with the human resources and compensation committee on the succession plan for the
chief financial officer and controller. Review the succession plans in respect of the chief
financial officer and controller.
  - 148 -




---



##### 



Internal Controls
 1.
    
    Receive from management a statement of the corporations system of internal controls over
accounting and financial reporting.2.
    
    Consider and review with management, the internal auditor and the external auditors, the
adequacy and effectiveness of internal controls over accounting and financial reporting within
the corporation and any proposed significant changes in them.3.
    
    Consider and discuss the scope of the internal auditors and external auditors review of the
corporations internal controls, and obtain reports on significant findings and
recommendations, together with management responses.4.
    
    Discuss, as appropriate, with management, the external auditors and the internal auditor, any
major issues as to the adequacy of the corporations internal controls and any special audit
steps in light of material internal control deficiencies.5.
    
    Review annually the disclosure controls and procedures, including (a) the certification
timetable and related process and (b) the procedures that are in place for the review of
corporations disclosure of financial information extracted from corporations financial
statements and the adequacy of such procedures. Receive confirmation from the chief executive
officer and the chief financial officer of the effectiveness of disclosure controls and
procedures, and whether there are any significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the corporations ability to record, process, summarize and report
financial information or any fraud, whether or not material, that involves management or other
employees who have a significant role in the corporations internal control over financial
reporting. In addition, receive confirmation from the chief executive officer and the chief
financial officer that they are prepared to sign the annual and quarterly certificates
required by applicable securities law.6.
    
    Review managements annual report and the external auditors report on the assessment of the
effectiveness of the corporations internal control over financial reporting.7.
    
    Receive a report, at least annually, from the reserves oversight committee of the board on
the corporations mineral reserves.
 External Auditors
 (i)
    
    External Auditors Qualifications and Selection1.
    
    Subject to the requirements of applicable law, be solely responsible to select, retain,
compensate, oversee, evaluate and, where appropriate, replace the external auditors, who must
be registered with agencies mandated by applicable law. The committee shall be entitled to
adequate funding from the corporation for the purpose of compensating the external auditors
for completing an audit and audit report.2.
    
    Instruct the external auditors that:
 (a)
    
    they are ultimately accountable to the board and the committee, as
representatives of shareholders; and(b)
    
    they must report directly to the committee.
 3.
    
    Ensure that the external auditors have direct and open communication with the committee and
that the external auditors meet regularly with the committee without the presence of
management to discuss any matters that the committee or the external auditors believe should
be discussed privately.4.
    
    Evaluate the external auditors qualifications, performance, and independence. As part of
that evaluation:
  - 149 -




---



##### 



(a)
    
    at least annually, request and review a formal report by the external auditors
describing: the firms internal quality-control procedures; any material issues raised
by the most recent internal quality-control review, or peer review, of the firm, or by
any inquiry or investigation by governmental or professional authorities, within the
preceding five years, respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and (to assess the auditors
independence) all relationships between the external auditors and the corporation,
including the amount of fees received by the external auditors for the audit services
and for various types of non-audit services for the periods prescribed by applicable
law; and(b)
    
    annually review and confirm with management and the external auditors the
independence of the external auditors, including the extent of non-audit services and
fees, the extent to which the compensation of the audit partners of the external
auditors is based upon selling non-audit services, the timing and process for
implementing the rotation of the lead audit partner, reviewing partner and other
partners providing audit services for the corporation, whether there should be a
regular rotation of the audit firm itself, and whether there has been a cooling off
period of one year for any former employees of the external auditors who are now
employees with a financial oversight role, in order to assure compliance with
applicable law on such matters; and(c)
    
    annually review and evaluate senior members of the external audit team,
including their expertise and qualifications. In making this evaluation, the audit
committee should consider the opinions of management and the internal auditor.
  5.
    
    Review and approve the corporations policies for the corporations hiring of employees and
former employees of the external auditors. Such policies shall include, at minimum, a one-year
hiring cooling off period.
 (ii) Other Matters
 6.
    
    Meet with the external auditors to review and approve the annual audit plan of the
corporations financial statements prior to the annual audit being undertaken by the external
auditors, including reviewing the year-to-year co-ordination of the audit plan and the
planning, staffing and extent of the scope of the annual audit. This review should include an
explanation from the external auditors of the factors considered by the external auditors in
determining their audit scope, including major risk factors. The external auditors shall
report to the committee all significant changes to the approved audit plan.7.
    
    Review and approve the basis and amount of the external auditors fees with respect to the
annual audit in light of all relevant matters.8.
    
    Review and pre-approve all audit and non-audit service engagement fees and terms in
accordance with applicable law, including those provided to the subsidiaries of the
corporation by the external auditors or any other person in its capacity as external auditors
of such subsidiary. Between scheduled committee meetings, the chair of the committee, on
behalf of the committee, is authorised to pre-approve any audit or non-audit service
engagement fees and terms. At the next committee meeting, the chair shall report to the
committee any such pre-approval given. Establish and adopt procedures for such matters.
 Internal Auditor
 1.
    
    Review and approve the appointment or removal of the internal auditor.2.
    
    Review and discuss with the external auditors, management, and internal auditor the
responsibilities, budget and staffing of the corporations internal audit function.
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3.
    
    Review and approve the mandate for the internal auditor and the scope of annual work planned
by the internal auditor, to receive summary reports of internal audit findings, managements
response thereto, and reports on any subsequent follow-up to any identified weakness.4.
    
    Ensure that the internal auditor has direct and open communication with the committee and
that the internal auditor meets regularly with the committee without the presence of
management to discuss any matters that the committee or the internal auditor believe should be
discussed privately, such as problems or difficulties which were encountered in the course of
internal audit work, including restrictions on the scope of activities or access to required
information, and any disagreements with management.5.
    
    Review and discuss with the internal auditor and management the internal auditors ongoing
assessments of the corporations business processes and system of internal controls.6.
    
    Review the effectiveness of the internal audit function, including staffing, organizational
structure and qualifications of the internal auditor and staff.
 Compliance
 1.
    
    Monitor compliance by the corporation with all payments and remittances required to be made
in accordance with applicable law, where the failure to make such payments could render the
directors of the corporation personally liable.2.
    
    The receipt of regular updates from management regarding compliance with laws and regulations
and the process in place to monitor such compliance, excluding, however, legal compliance
matters subject to the oversight of the safety, health and environmental committee of the
board. Review the findings of any examination by regulatory authorities and any external
auditors observations relating to such matters.3.
    
    Establish and oversee the procedures in the code of conduct and ethics policy to address:
 (a)
    
    the receipt, retention and treatment of complaints received by the corporation
regarding accounting, internal accounting or auditing matters; and(b)
    
    confidential, anonymous submissions by employees of concerns regarding
questionable accounting and auditing matters.
    (a)
    
    any investigations of fraudulent activity;(b)
    
    monitoring activities in relation to fraud risks and controls; and(c)
    
    assessments of fraud risk.
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4.
    
    Approve the expenses submitted for reimbursement by the chief executive officer.
 Organizational Matters
 1.
    
    The procedures governing the committee shall, except as otherwise provided for herein, be
those applicable to the board as set forth in Part 7 of the General Bylaws of the corporation.2.
    
    The members and the chair of the committee shall be entitled to receive remuneration for
acting in such capacity as the board may from time to time determine.3.
    
    The committee shall have the resources and authority appropriate to discharge its duties and
responsibilities, including the authority to:
 (a)
    
    to select, retain, terminate, set and approve the fees and other retention
terms of special or independent counsel, accountants or other experts, as it deems
appropriate; and(b)
    
    to obtain appropriate funding to pay, or approve the payment of, such approved
fees;
 without seeking approval of the board or management4.
    
    Any member of the committee may be removed or replaced at any time by the board and shall
cease to be a member of the committee upon ceasing to be a director. The board may fill
vacancies on the committee by appointment from among its members. If and whenever a vacancy
shall exist on the committee, the remaining members may exercise all its powers so long as a
quorum remains in office. Subject to the foregoing, each member of the committee shall remain
as such until the next annual meeting of shareholders after that members election.5.
    
    The committee shall annually review and assess the adequacy of its mandate and recommend any
proposed changes to the nominating, corporate governance and risk committee for recommendation
to the board for approval.6.
    
    The committee shall participate in an annual performance evaluation by the nominating,
corporate governance and risk committee, the results of which will be reviewed by the board.7.
    
    The committee shall perform any other activities consistent with this mandate, the
corporations governing laws and the regulations of stock exchanges, as the committee or the
board deems necessary or appropriate.
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