EXHIBIT 99.1
  Cameco Corporation
 ANNUAL INFORMATION FORM
 For the Year Ended December 31, 2008
 Dated March 27, 2009




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Cameco Corporation
Annual Information Form
 Table of Contents
 REPORTING CURRENCY AND FINANCIAL INFORMATION
    
    
    2CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
    
    
    2NOTE REGARDING RESERVES AND RESOURCES
    
    
    3INCORPORATION AND SUBSIDIARIES
    
    
    4GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    5Three-Year Highlights
    
    
    62009 Expected Material Developments
    
    
    7THE NUCLEAR BUSINESS
    
    
    8Overview
    
    
    8Uranium Concentrates Business
    
    
    8Market Background
    
    
    8Marketing
    
    
    12Mining Properties
    
    
    13McArthur River
    
    
    13Rabbit Lake
    
    
    25Crow Butte
    
    
    26Smith Ranch-Highland
    
    
    26Development Projects
    
    
    26Cigar Lake
    
    
    26Inkai
    
    
    39Exploration
    
    
    44Reserves and Resources
    
    
    45Uranium Reserves
    
    
    46Uranium Measured and Indicated Resources
    
    
    47Uranium Inferred Resources
    
    
    48Uranium Reserves Reconciliation
    
    
    49Uranium Resources Reconciliation
    
    
    50Uranium Fuel Conversion Services
    
    
    51Market Background
    
    
    51Marketing of Conversion Services
    
    
    52Operations
    
    
    53Environmental Matters
    
    
    55Overview of Impacts
    
    
    55Cameco Policies
    
    
    57Cameco Programs
    
    
    58Regulatory Compliance
    
    
    58US Regulatory Compliance
    
    
    59Fuel Services Waste Management
    
    
    61Government Regulation
    
    
    62Treaty on the Non-Proliferation of Nuclear Weapons (the NPT)
    
    
    62Canadian Uranium Industry Regulation
    
    
    62US Uranium Industry Regulation
    
    
    64Land Tenure
    
    
    64Canadian Royalties and Certain Taxes
    
    
    66Canadian Income Taxes
    
    
    66US Taxes
    
    
    67Kazakhstan Taxes
    
    
    67Employees
    
    
    67BRUCE POWER LP  NUCLEAR ELECTRICAL GENERATION
    
    
    67Overview
    
    
    67The Generating Facilities
    
    
    70Cameco Fuel Management
    
    
    72OPG Services to Bruce Power
    
    
    72Nuclear Waste Management and Decommissioning
    
    
    72Federal Regulation
    
    
    73Ontarios Electricity Regulation
    
    
    74CENTERRA GOLD INC.
    
    
    75Centerra
    
    
    75Kumtor Mine
    
    
    75Boroo Mine
    
    
    96Gatsuurt Development Property
    
    
    100Reserves and Resources
    
    
    100Centerra Legal Proceedings
    
    
    102Centerra Material Contracts
    
    
    105Additional Information on Centerra
    
    
    107RISK FACTORS
    
    
    107Risks Relating to Cameco and Centerra Generally
    
    
    107Risks Relating to Nuclear Business
    
    
    117Risks Relating to Nuclear Electrical Generation
    
    
    121Risks Relating to Centerra
    
    
    124DESCRIPTION OF SECURITIES
    
    
    127Description of Share Capital
    
    
    127Restrictions on Ownership and Voting
    
    
    128Ratings of Securities
    
    
    131Dividend Policy
    
    
    131LEGAL PROCEEDINGS
    
    
    1322008 FINANCIAL STATEMENTS
    
    
    132MANAGEMENTSS DISCUSSION AND ANALYSIS
    
    
    132MARKET FOR SECURITIES
    
    
    132Price Range and Trading Volume of Common Shares
    
    
    133DIRECTORS AND OFFICERS
    
    
    133Directors
    
    
    133Officers
    
    
    135Cease Trade Orders, Bankruptcies, Penalties or Sanctions
    
    
    135Interest of Management and Others in Material Transactions
    
    
    136AUDIT COMMITTEE
    
    
    136Audit Committee Charter
    
    
    136Composition of the Audit Committee
    
    
    136Relevant Education and Experience
    
    
    136Fees Paid to External Auditors
    
    
    137External Audit Pre-Approval Practices
    
    
    137MATERIAL CONTRACTS
    
    
    138INTEREST OF EXPERTS
    
    
    138ADDITIONAL INFORMATION
    
    
    139Appendix A
    
    
    140
  - i -




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REPORTING CURRENCY AND FINANCIAL INFORMATION
 
   CAUTION REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
 
 6
   - 2 -




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6 Risk Factors
    NOTE REGARDING RESERVES AND RESOURCES
 
 NI 43-101
  - 3 -




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The Nuclear Business  Reserves and Resources Centerra Gold Inc.  Reserves and Resources
  3 8 3 8
   Caution Regarding Forward-Looking Information and Statements Risk Factors
 INCORPORATION AND SUBSIDIARIES
 
 Incorporation
 Canada Business
Corporations Act
  - 4 -




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Eldorado Nuclear Limited Reorganization and
Divestiture Act The Saskatchewan Mining Development Corporation
Reorganization Act Description of Securities
  th
 Subsidiaries
     GENERAL DEVELOPMENT OF THE BUSINESS
 
 3 8 6 1 2
  
 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.  - 5 -




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Three-Year Highlights
  2006
 
    
    In January 2006, Cameco announced that 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s board of directors approved a two-for-one stock split of its
outstanding common shares and 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 paid $109 million to acquire Zircatec Precision Industries, Inc.,
a Canadian supplier of fuel fabrication services for CANDU reactors. Ziractecs new name is
Cameco Fuel Manufacturing Inc.
 
    
    In April 2006, a significant water inflow occurred at 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.
 
    
    In July 2006, a pit wall ground movement occurred at Kumtor, 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.
 
    
    In October 2006, a second water inflow occurred at Cigar Lake, filling the underground
development areas of the mine with water. Production start up was previously planned for
early 2008. Remediation has commenced.
 
    
    In November 2006, unionized employees at Camecos McArthur River and Key Lake uranium
operations accepted a new contract, which will expire December 31, 2009.
 
    
    In December 2006, Centerra and Kumtor unionized employees agreed on the material terms of a
labour agreement. This agreement expired December 31, 2008. A new agreement has been entered
into.
 
    
    In December 2006, Camecos 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 (no target is now provided due to the August 2008
Cigar Lake water inflow); (ii) Camecos share of capital costs 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. These March 2007 estimates are no longer accurate.
 
    
    In July 2007, Zircatec unionized employees accepted a new contract, expiring June 2009, and
Cameco Port Hope unionized employees accepted a new contract, expiring June 2010.
 
    
    In July 2007, Centerras 2007 forecast of Kumtor gold production was reduced from 450,000
ounces of gold to 300,000 ounces.
 
    
    In July 2007, Cameco discovered contamination of the soil under its UF6
conversion plant in Port Hope and suspended operations to conduct an investigation.
  - 6 -




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
    
    In August 2007, Cameco and Centerra signed agreements with the government of the Kyrgyz
Republic, which were aimed at providing additional business certainty for Kumtors mining
operations. The agreements were subject to a number of conditions, including approval by the
parliament of the Kyrgyz Republic. In June 2008, these agreements expired as they had not
been ratified by parliament within the timeframe agreed to by the parties.
 
    
    In September 2007, Cameco proceeded with a normal course issuer bid to purchase for
cancellation up to 17.7 million (5%) of its common shares. 9,575,300 common shares were
purchased (none in 2008) at a cost of $429,327,000. The program expired in September 2008.
 
    
    In November 2007, Cameco reduced underground activities at Rabbit Lake due to an increase
of water inflow. In late December, Cameco resumed normal mining activities after sealing off
the source of the water inflow.
 2008
 
    
    In June 2008, Cameco entered an agreement with General Electric (GE) and Hitachi Ltd.
subsidiaries, whereby it provided $124 million (US) in cash and issued a $73 million (US)
promissory note to acquire a 24% interest in Global Laser Enrichment LLC (GLE), a uranium
enrichment development company. The remainder of GLE is owned indirectly by GE (51%) and
Hitachi Ltd. (25%).
 
    
    In June 2008, Cameco and its partners agreed with Tenex to a new pricing structure under
the HEU Commercial Agreement for the period 2011 to 2013, affecting approximately 7 million
pounds during that time frame. The Russian and US governments have approved the new pricing
structure.
 
    
    In August 2008, a joint venture of a Cameco subsidiary (70%) and Mitsubishi Development Pty
Ltd (30%) acquired the Kintyre uranium exploration project, located in Western Australia, from
Rio Tinto for $495.0 million (US) (Camecos share $346.5 million (US)).
 
    
    In August 2008, Cameco gave notice of its intention to redeem the 5% $230 million unsecured
convertible debentures on October 1, 2008. 21,201,495 common shares were issued to holders
who chose to exercise their conversion rights and 3,090 common shares were issued upon
redemption of the remaining convertible debentures.
 
    
    In 2008 Cigar Lake rehabilitation continued. The October 2006 water inflow area was sealed
and dewatering of the mine began in the summer of 2008. However, in August a new inflow
occurred, causing dewatering to be suspended. The main source of this inflow is from a fissure
located in the top of a tunnel on the 420 metre level. A remediation plan has been developed
to seal the tunnel. Cameco estimates sealing of the August 2008 inflow will take most of 2009.
 
    
    In September 2008, the Port Hope UF6 plant was restarted upon completion of a
year-long rehabilitation program. However, in November operations were suspended because
Cameco was unable to resolve a contract dispute with its sole supplier of hydrofluoric acid.
Because of contract negotiations and logistical issues, Cameco does not expect acid supply
arrangements to be established before mid-2009, with production resuming thereafter.
 2009 Expected Material Developments
  
    
    in February 2009, Cameco agreed with the lenders of its $470 million credit facility to
increase the limit to $500 million and to extend the maturity date to June 16, 2010;
  - 7 -




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
    
    in February 2009, Cameco added $100 million in short-term bank credit, maturing in February
2010, on terms similar to the increased $500 million facility;
 
    
    in March 2009, Cameco issued 26,666,400 common shares for gross proceeds of $460 million in
closing a bought deal of its common shares;
 
    
    the expected sealing of the August 2008 Cigar Lake water inflow; and
 
    
    the expected resumption of Port Hope UF6 production.
 Caution
Regarding Forward-Looking Information and Statements, The Nuclear Business  Development Projects
- Cigar Lake and Nuclear Fuel Conversion Business  Operations, Risk Factors
 THE NUCLEAR BUSINESS
 
 Overview
  3 8
 2 6
 Uranium Concentrates Business
 Market Background
 Demand
 3 8 3 8
  - 8 -




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Supply
  Primary Production
 3 8
   Secondary Sources
  Uranium from Nuclear Disarmament
 3 8 3 8 3 8
  - 9 -




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3 8
 3 8 3 8
 3 8
 HEU Commercial Agreement
  3 8
 3 8 3 8
 .
  - 10 -




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6
   Trade Restraints and Policies
 3 8
   Prices and Spot and Long-Term Volumes
     - 11 -




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3 8 3 8
 3 8 3 8
 3 8
 Marketing
   3 8 3 8
        - 12 -




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3 8
 Mining Properties
   3 8
 2006(1)
    
    
    2007(1)
    
    
    2008(1)McArthur River (2) (3)
    
    
    13,100,000
    
    
    
    13,100,000
    
    
    
    11,600,000Rabbit Lake
    
    
    5,100,000
    
    
    
    4,000,000
    
    
    
    3,600,000Smith Ranch-Highland
    
    
    2,000,000
    
    
    
    2,000,000
    
    
    
    1,200,000Crow Butte
    
    
    700,000
    
    
    
    700,000
    
    
    
    600,000Total
    
    
    20,900,000
    
    
    
    19,800,000
    
    
    
    17,000,000
 
 Notes:(1)
    
    This does not include production from Inkai, which is not considered commercial. In
2008, Camecos share of Inkai production was 300,000 pounds. Inkai is expected to reach
commercial production in 2009.(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
 3 8 3 8 3 8 3 8 3 8 3 8
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Canadian Royalties and Certain Taxes, Environmental Matters and
Uranium Concentrates Business,
 Property Description and Location
     Site Accessibility, Climate, Local Resources, Infrastructure and Physiography
    3 8
  - 14 -




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History
      Geological Setting and Mineralization
    - 15 -




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Exploration, Drilling and Estimates
       - 16 -




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Mine Operations and Development
     
    - 17 -




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3 8
          - 18 -




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Milling
 1 3 2 3 1 3 2 3 2 3
    - 19 -




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3 8 3 8
  3 8 3 8
   Mining Operations and Development
 3 8
   - 20 -




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3 8
 Decommissioning Key Lake and McArthur River
  Production Forecast, Mine Life and Payback
 3 8
 3 8
  - 21 -




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Sampling and Analysis
    3 8
     - 22 -




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Security of Samples
  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. Mineral reserves have been estimated with an average allowance of 20%
dilution and a 95% mining recovery. The reported mineral resources do not include
allowances for dilution and mining recovery.(d)
    
    Mineral reserves are recoverable by the current raise bore mining method and
the planned mining methods of boxhole boring, and blasthole stoping.(e)
    
    Diamond drilling, ground support systems, and mining plans mitigates the risks
associated with potentially adverse ground conditions.(f)
    
    Radiation protection measures in place continue to be effective.(g)
    
    For the purpose of estimating mineral reserves in accordance with NI 43-101, an
average uranium price of $47 (US) per pound U3O8 was used. For
the purpose of estimating mineral reserves in accordance with the SECs Industry Guide
7 for US reporting purposes, an average uranium price of $70 (US) per pound
U3O8 was used. Estimated mineral reserves at McArthur River are
the same using either uranium price.
  - 23 -




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(h)
    
    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)
    
    The geological model employed for McArthur River involves geological
interpretations on section and plan derived from surface and underground drill hole
information.(b)
    
    For mineral resources estimated from surface drill holes, the uranium grade is
determined from assay sample. For mineral resources and mineral reserves estimated
from underground drill holes, grades were obtained from radiometric probing converted
to percentage U3O8 on the basis of a correlation between
radiometric counts and assay values.(c)
    
    Densities were determined from regression formulas based on density
measurements of drill core and chemical assay grades.(d)
    
    Limits and continuity of the mineralization are structurally controlled.(e)
    
    Mineral reserves have been estimated at a cut-off grade of 0.8%
U3O8.(f)
    
    Mineral resources have been estimated at a minimum mineralized thickness of 1.0
metre and at cutoff grade of 0.1% to 0.5% U3O8.(g)
    
    Mineral reserves at McArthur River were estimated based on the use of the
raisebore, boxhole and blasthole stoping methods combined with freeze curtains. All
material extracted by mining is radiometrically scanned for grade and that which is
greater than 0.8% U3O8 is treated as ore and is fed to an initial
processing circuit located underground consisting of grinding to produce an ore slurry
which is hoisted hydraulically by pumps to surface. On surface the ore slurry is
transported to the Key Lake mill for final processing and production of uranium. The
mining rate is planned to vary between 110 and 130 tonnes per day at a full mill
production rate of 18.7 million pounds U3O8 per year based on
98.4% mill recovery.(h)
    
    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$1.22 (reflecting the exchange rate at December 31, 2008).
 3.
    
    Key Methods
 (a)
    
    Mineral resources, based on pre-1993 surface drilling, were estimated using the
two-dimensional cross-sectional method on vertical sections at 50 metre or 100 metre
spacing using Autodesk Generic CADD software.(b)
    
    Mineral resources for Zones A and B, where additional holes were drilled from
the surface since 2004, were estimated using 3-dimensional block models.
Three-dimensional wire frame models were created from the geological interpretation of
mineralization outlines using lithology, structure and uranium grade information
interpreted on 25 or 50 metre spacing vertical cross-sections and plan views.
Estimates of the grade and density of blocks of 5 metre x 10 metre x 2 metre were
obtained from inverse squared distance method.(c)
    
    Mineral resources and mineral reserves delineated by underground drill holes
were estimated using 3-dimensional block models. 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 or inverse squared
distance method.
  - 24 -




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(d)
    
    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.(e)
    
    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
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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
 Development Projects
    Cigar Lake
 3 8 3 8 3 8 3 8 3 8 3 8
 Water Inflow Incidents and Remediation
  - 26 -




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Canadian Royalties and Certain Taxes, Environmental Matters and Uranium
Concentrates Business,
 Property Description and Location
       - 27 -




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3 8
   Site Accessibility, Climate, Local Resources, Infrastructure and Physiography
      - 28 -




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History
    Mining Operations
 Geological Setting
   Exploration
    - 29 -




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3 8
  Mineralization
    Drilling
 3 8 3 8
    - 30 -




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Sampling and Analysis
     3 8
       3 8
  - 31 -




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3 8 3 8
    Security of Samples
   Cigar Lake Resource and Reserve Estimates
 The Nuclear Business Uranium Concentrates Business-Reserves and Resources
 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, an
average uranium price of $47.00 (US) per pound U3O8was used.
For the purpose of estimating mineral reserves in accordance with the SECs Industry
Guide 7 for US reporting purposes, an average uranium price of $70.00 (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.
  - 32 -




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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 $1.22 (reflecting the exchange rate at December 31, 2008).
 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.(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.
   - 33 -




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Decommissioning and Reclamation
    Mining Operations
   3 8
  Toll Milling Agreements
   - 34 -




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Toll Milling Agreements
  JEB Toll Milling Agreement
  3 8
     Rabbit Lake Toll Milling Agreement
 JEB Toll Milling Agreement
    - 35 -




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Water Inflow Incidents and Remediation
       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(s) 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 dates. (No new
target dates have been forecast.)
  - 36 -




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3 3 3 3 Regulatory Approvals
   Regulatory Approvals
  Canadian
Environment Assessment Act
   - 37 -




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Production Forecast, Mine Life and Payback
 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;
    
    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.
  - 38 -




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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.
 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
  Inkai
 The Nuclear
Business Uranium Concentrates
Business - Reserves and Resources
 3 8
 Project History
   - 39 -




---



##### 



3 8 Legal and Regulatory Environment in the
Republic of Kazakhstan
 3 8 3 8
      - 40 -




---



##### 



Legal and Regulatory Environment in the Republic of Kazakhstan
 Government and Political Factors
    Relevant Kazakh Laws and Regulations
  inter alia
   The Subsoil Law
   - 41 -




---



##### 



inter alia
   Work Programs
 inter alia
   Draft Subsoil Law
   - 42 -




---



##### 



Environmental Requirements
      - 43 -




---



##### 



.
  Taxation
    
    
    The abolition of the stabilization of tax regimes provided by subsoil use contracts. The
Resource Use Contract contains a tax stabilization provision.
    
    The rate of the corporate income tax on aggregate income is 20% during the period January
1, 2009 to January 1, 2010; 17.5% during the period January 1, 2010 to January 1, 2011; and
15% commencing January 1, 2011. Under the Resource Use Contract the income tax rate is 30%.
In 2007, Joint Venture Inkai became subject to income tax.
    
    The Tax Code has replaced the royalty regime with a new kind
of tax  the Tax on
Production of Useful Minerals (TPUM). TPUM must be paid on each type of mineral and certain
other substances extracted. Under the prior law, Joint Venture Inkai would pay royalties,
calculated on a graduated scale, based on the sales price of production in each year
    
    Under the Resource Use Contract, a one-time payment of a commercial discovery bonus is
payable when confirmation is received of Kazakh-defined recoverable reserves located in a
particular licensed area. The bonus is calculated as 0.05% of the value of Kazakh-defined
recoverable reserves. Joint Venture Inkai paid a bonus of $14 million (US) in 2008 in relation
to reserves at Block 2. The Tax Code establishes the rate of the commercial discovery bonus
at 0.1% of the taxable base.
    
    The Tax Code changes the calculation of excess profits tax from that contained in the
Resource Use Contract.
  Exploration
   - 44 -




---



##### 



Reserves and Resources
  Qualified Persons
    
    
    Properties*Alain G. Mainville, Director, Mineral Resources Management, Cameco
    
    
    Key LakeChuck Edwards, Director Metallurgy, AMECLes Yesnik, General Manager, Key Lake, Cameco*Alain G. Mainville, Director, Mineral Resources Management, Cameco
    
    
    McArthur RiverDavid Bronkhorst, General Manager, McArthur River, CamecoChuck Edwards, Director Metallurgy, AMECGreg Murdock, Technical Superintendent, McArthur River, Cameco*Alain G. Mainville, Director, Mineral Resources Management, Cameco
    
    
    Cigar LakeC. Scott Bishop, Chief Mine Engineer, Cigar Lake, CamecoChuck Edwards, Director Metallurgy, AMECGrant J.H. Goddard, General Manager, Cigar Lake, CamecoDoug McIlveen, Chief Geologist, Cigar Lake, Cameco
 
 *
    
    As director, mineral resources management at Cameco, Mr. Mainville oversees and coordinates
the work performed by Cameco qualified persons on the estimation of mineral reserves and
resources and reports to management and Camecos reserve oversight committee of the board on
matters relating thereto. 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
    
    
    780.2
    
    
    
    0.13
    
    
    
    2.2
    
    
    
    703.2
    
    
    
    0.18
    
    
    
    2.8
    
    
    
    1,483.4
    
    
    
    0.15
    
    
    
    5.0
    
    
    
    5.0
    
    
    
    85.0
    
    
    ISRGas Hills  Peach
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,859.0
    
    
    
    0.13
    
    
    
    19.7
    
    
    
    6,859.0
    
    
    
    0.13
    
    
    
    19.7
    
    
    
    19.7
    
    
    
    65.0
    
    
    ISRHighland
    
    
    246.6
    
    
    
    0.14
    
    
    
    0.7
    
    
    
    410.1
    
    
    
    0.11
    
    
    
    1.0
    
    
    
    656.7
    
    
    
    0.12
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    80.0
    
    
    ISRInkai
    
    
    7,415.0
    
    
    
    0.08
    
    
    
    13.7
    
    
    
    86,080.0
    
    
    
    0.07
    
    
    
    128.1
    
    
    
    93,495.0
    
    
    
    0.07
    
    
    
    141.8
    
    
    
    85.1
    
    
    
    80.0
    
    
    ISRKey Lake
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    0.6
    
    
    
    98.7
    
    
    OPMcArthur River
    
    
    449.2
    
    
    
    17.18
    
    
    
    170.1
    
    
    
    280.0
    
    
    
    26.33
    
    
    
    162.5
    
    
    
    729.2
    
    
    
    20.69
    
    
    
    332.6
    
    
    
    232.2
    
    
    
    98.7
    
    
    UGNorth Butte/
Brown Ranch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,879.1
    
    
    
    0.10
    
    
    
    8.5
    
    
    
    3,879.1
    
    
    
    0.10
    
    
    
    8.5
    
    
    
    8.5
    
    
    
    80.0
    
    
    ISRRabbit Lake
    
    
    35.8
    
    
    
    0.99
    
    
    
    0.8
    
    
    
    776.8
    
    
    
    0.98
    
    
    
    16.7
    
    
    
    812.6
    
    
    
    0.98
    
    
    
    17.5
    
    
    
    17.5
    
    
    
    96.7
    
    
    UGReynolds Ranch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    757.9
    
    
    
    0.08
    
    
    
    1.3
    
    
    
    757.9
    
    
    
    0.08
    
    
    
    1.3
    
    
    
    1.3
    
    
    
    80.0
    
    
    ISRRuby Ranch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,066.5
    
    
    
    0.08
    
    
    
    3.8
    
    
    
    2,066.5
    
    
    
    0.08
    
    
    
    3.8
    
    
    
    3.8
    
    
    
    80.0
    
    
    ISRRuth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    855.1
    
    
    
    0.09
    
    
    
    1.7
    
    
    
    855.1
    
    
    
    0.09
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    80.0
    
    
    ISRSmith Ranch
    
    
    908.5
    
    
    
    0.11
    
    
    
    2.3
    
    
    
    1,006.6
    
    
    
    0.11
    
    
    
    2.4
    
    
    
    1,915.1
    
    
    
    0.11
    
    
    
    4.7
    
    
    
    4.7
    
    
    
    80.0
    
    
    ISRTotal
    
    
    10,394.2
    
    
    
    
    
    
    
    416.8
    
    
    
    103,674.3
    
    
    
    
    
    
    
    348.5
    
    
    
    114,068.5
    
    
    
    
    
    
    
    765.3
    
    
    
    495.0
    
    
    
    
    
    
    
    
 
 Notes:1.
    
    Cameco reports mineral reserves and mineral resources separately.2.
    
    Estimated metallurgical recovery factors must be applied in order to obtain the expected amounts of recovered pounds U3O8. Camecos share of U3O8 content is not adjusted for the estimated metallurgical recovery.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 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, an average uranium price
of $47 (US)/lb U3O8 was used. For the purpose of estimating
 mineral reserves in accordance with the SECs Industry Guide 7, an average uranium price of $70 (US)/lb U3O8 was 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=$1.22 Cdn (reflecting the exchange rate at December 31, 2008).8.
    
    Inkai mineral reserves assume production at an annual rate of 5.2 million pounds of U3O8. 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. Cameco is familiar with the
statutory, regulatory and procedural framework governing new mining
projects in Kazakhstan and, based upon its experience to date, Cameco believes that it is reasonably likely that all permits and approvals required for the construction and operation of its ISR mine at Inkai  including approvals for increased annual production to 5.2 million pounds  will be
obtained. However, there can be no certainty that permits or approvals will be forthcoming. Failure to obtain approval for increased annual production at Inkai will require Cameco to re-categorize half of the mineral reserves at Inkai as mineral resources.9.
    
    Environmental, permitting, legal, title, taxation, socio-economic, political, marketing or other issues are not expected to materially affect the above estimates of mineral reserves.10.
    
    Totals may not add up due to rounding.  - 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 SEC 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
    
    (lbsU3O8)
    
    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
    
    
    64.4
    
    
    
    0.23
    
    
    
    0.3
    
    
    
    1,316.6
    
    
    
    0.23
    
    
    
    6.6
    
    
    
    1,381.0
    
    
    
    0.23
    
    
    
    6.9
    
    
    
    6.9
    
    
    ISRDawn Lake
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    7.4
    
    
    OP&UGGas Hills 
Peach
    
    
    2,015.3
    
    
    
    0.08
    
    
    
    3.3
    
    
    
    1,550.5
    
    
    
    0.07
    
    
    
    2.3
    
    
    
    3,565.8
    
    
    
    0.07
    
    
    
    5.6
    
    
    
    5.6
    
    
    ISRHighland
    
    
    866.3
    
    
    
    0.10
    
    
    
    1.8
    
    
    
    47.1
    
    
    
    0.09
    
    
    
    0.1
    
    
    
    913.4
    
    
    
    0.09
    
    
    
    1.9
    
    
    
    1.9
    
    
    ISRInkai
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,904.0
    
    
    
    0.07
    
    
    
    17.8
    
    
    
    10,904.0
    
    
    
    0.07
    
    
    
    17.8
    
    
    
    10.7
    
    
    ISRMcArthur River
    
    
    209.0
    
    
    
    9.20
    
    
    
    42.4
    
    
    
    39.8
    
    
    
    8.37
    
    
    
    7.4
    
    
    
    248.8
    
    
    
    9.08
    
    
    
    49.8
    
    
    
    34.7
    
    
    UGMillennium
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    468.9
    
    
    
    4.53
    
    
    
    46.8
    
    
    
    468.9
    
    
    
    4.53
    
    
    
    46.8
    
    
    
    19.6
    
    
    UGNorth Butte/ Brown
Ranch
    
    
    995.2
    
    
    
    0.09
    
    
    
    1.9
    
    
    
    4,138.2
    
    
    
    0.07
    
    
    
    6.3
    
    
    
    5,133.4
    
    
    
    0.07
    
    
    
    8.2
    
    
    
    8.2
    
    
    ISRNorthwest Unit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,952.7
    
    
    
    0.03
    
    
    
    2.3
    
    
    
    3,952.7
    
    
    
    0.03
    
    
    
    2.3
    
    
    
    2.3
    
    
    ISRRabbit Lake
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276.2
    
    
    
    0.68
    
    
    
    4.1
    
    
    
    276.2
    
    
    
    0.68
    
    
    
    4.1
    
    
    
    4.1
    
    
    UGReynolds Ranch
    
    
    45.7
    
    
    
    0.13
    
    
    
    0.1
    
    
    
    6,395.0
    
    
    
    0.06
    
    
    
    8.3
    
    
    
    6,440.7
    
    
    
    0.06
    
    
    
    8.4
    
    
    
    8.4
    
    
    ISRRuby Ranch
    
    
    40.0
    
    
    
    0.15
    
    
    
    0.1
    
    
    
    108.8
    
    
    
    0.06
    
    
    
    0.1
    
    
    
    148.8
    
    
    
    0.06
    
    
    
    0.2
    
    
    
    0.2
    
    
    ISRRuth
    
    
    100.0
    
    
    
    0.10
    
    
    
    0.2
    
    
    
    125.5
    
    
    
    0.07
    
    
    
    0.2
    
    
    
    225.5
    
    
    
    0.08
    
    
    
    0.4
    
    
    
    0.4
    
    
    ISRShirley Basin
    
    
    89.2
    
    
    
    0.16
    
    
    
    0.3
    
    
    
    1,638.2
    
    
    
    0.11
    
    
    
    4.1
    
    
    
    1,727.4
    
    
    
    0.12
    
    
    
    4.4
    
    
    
    4.4
    
    
    ISRSmith Ranch
    
    
    1,615.6
    
    
    
    0.09
    
    
    
    3.3
    
    
    
    2,776.2
    
    
    
    0.10
    
    
    
    6.2
    
    
    
    4,391.8
    
    
    
    0.10
    
    
    
    9.5
    
    
    
    9.5
    
    
    ISRTotal
    
    
    6,040.7
    
    
    
    
    
    
    
    53.7
    
    
    
    34,145.9
    
    
    
    
    
    
    
    132.1
    
    
    
    40,186.6
    
    
    
    
    
    
    
    185.8
    
    
    
    127.6
    
    
    
    
 
 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.
    
    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 SEC 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
    
    
    2,539.3
    
    
    
    0.11
    
    
    
    6.3
    
    
    
    6.3
    
    
    ISRDawn Lake
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gas Hills-Peach
    
    
    812.9
    
    
    
    0.06
    
    
    
    1.1
    
    
    
    1.1
    
    
    ISRHighland
    
    
    108.4
    
    
    
    0.20
    
    
    
    0.5
    
    
    
    0.5
    
    
    ISRInkai
    
    
    254,696.0
    
    
    
    0.05
    
    
    
    255.1
    
    
    
    153.0
    
    
    ISRMcArthur River
    
    
    642.6
    
    
    
    9.81
    
    
    
    139.0
    
    
    
    97.0
    
    
    UGMillennium
    
    
    214.3
    
    
    
    2.06
    
    
    
    9.7
    
    
    
    4.1
    
    
    UGNorth Butte/
Brown Ranch
    
    
    665.1
    
    
    
    0.07
    
    
    
    1.0
    
    
    
    1.0
    
    
    ISRNorthwest Unit
    
    
    627.0
    
    
    
    0.04
    
    
    
    0.5
    
    
    
    0.5
    
    
    ISRRabbit Lake
    
    
    289.4
    
    
    
    0.90
    
    
    
    5.7
    
    
    
    5.7
    
    
    UGReynolds Ranch
    
    
    5,036.3
    
    
    
    0.04
    
    
    
    4.7
    
    
    
    4.7
    
    
    ISRRuby Ranch
    
    
    55.9
    
    
    
    0.14
    
    
    
    0.2
    
    
    
    0.2
    
    
    ISRRuth
    
    
    210.9
    
    
    
    0.08
    
    
    
    0.4
    
    
    
    0.4
    
    
    ISRShirley Basin
    
    
    508.0
    
    
    
    0.10
    
    
    
    1.1
    
    
    
    1.1
    
    
    ISRSmith Ranch
    
    
    598.4
    
    
    
    0.07
    
    
    
    0.9
    
    
    
    0.9
    
    
    ISRTotal
    
    
    267,321.5
    
    
    
    
    
    
    
    544.4
    
    
    
    335.6
    
    
    
    
 
 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.
    
    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 viability6.
    
    Inferred resources have a great amount of uncertainty as to their existence and 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.  - 48 -




---



##### 



Uranium Reserves Reconciliation
  Reconciliation of Camecos Share of Uranium Reserves  3 8
 2008
    
    2008December 31 2007
    
    Throughput 1
    
    Addition (Deletion) 2
    
    December 31 2008Reserves
 ProvenCigar Lake
    
    
    113,222
    
    
    
    0
    
    
    
    
    
    
    
    113,222Crow Butte
    
    
    5,910
    
    
    
    (697
    )
    
    
    (3,011
    )
    
    
    2,202Highland
    
    
    1,082
    
    
    
    (879
    )
    
    
    531
    
    
    
    734Inkai
    
    
    8,245
    
    
    
    (52
    )
    
    
    
    
    
    
    8,193Key Lake
    
    
    590
    
    
    
    0
    
    
    
    
    
    
    
    590McArthur River
    
    
    130,230
    
    
    
    (11,539
    )
    
    
    61
    
    
    
    118,752Rabbit Lake
    
    
    515
    
    
    
    0
    
    
    
    265
    
    
    
    780Smith Ranch
    
    
    1,372
    
    
    
    (530
    )
    
    
    1,448
    
    
    
    2,290Total Proven Reserves
    
    
    261,166
    
    
    
    (13,697
    )
    
    
    (706
    )
    
    
    246,763Reserves
 ProbableCrow Butte
    
    
    0
    
    
    
    0
    
    
    
    2,837
    
    
    
    2,837Gas Hills
 Peach
    
    
    19,684
    
    
    
    0
    
    
    
    
    
    
    
    19,684Highland
    
    
    1,399
    
    
    
    0
    
    
    
    (400
    )
    
    
    999Inkai
    
    
    77,260
    
    
    
    (386
    )
    
    
    
    
    
    
    76,874McArthur River
    
    
    113,442
    
    
    
    0
    
    
    
    
    
    
    
    113,442North Butte/Brown Ranch
    
    
    8,524
    
    
    
    0
    
    
    
    
    
    
    
    8,524Rabbit Lake
    
    
    15,697
    
    
    
    (3,656
    )
    
    
    4,704
    
    
    
    16,745Reynolds Ranch
    
    
    0
    
    
    
    0
    
    
    
    1,303
    
    
    
    1,303Ruby Ranch
    
    
    5,462
    
    
    
    0
    
    
    
    (1,655
    )
    
    
    3,807Ruth
    
    
    1,689
    
    
    
    0
    
    
    
    
    
    
    
    1,689Smith Ranch
    
    
    8,099
    
    
    
    (112
    )
    
    
    (5,588
    )
    
    
    2,399Total Probable Reserves
    
    
    251,256
    
    
    
    (4,154
    )
    
    
    1,201
    
    
    
    248,303Total Reserves
    
    
    512,422
    
    
    
    (17,851
    )
    
    
    495
    
    
    
    495,066
 
 Notes:1
    
    Corresponds to millfeed. The discrepancy between the 2008 millfeed and Camecos share of 2008 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.  - 49 -




---



##### 



Uranium Resources Reconciliation
  
    
    At McArthur River, 19.8 million pounds of U3O8 were added to the
measured resources due to re-interpretation of zone 4 south. Inferred resources increased
by 30.9 million pounds due to the remodelling of zones A and B.
    
    At Rabbit Lake, following underground development, 4.1 million pounds of measured and
indicated resources were converted to mineral reserves.
    
    At Smith Ranch and Highland, measured and indicated resources increased by 4.6 million
pounds due to re-evaluation of mine unit 10 and reclassification from mineral reserves to
resources where production patterns are not yet designed.
 Reconciliation of Camecos Share of Uranium Resources  3 8
 2008December 31, 2007
    
    Addition (Deletion)1
    
    December 31, 2008Resources
 MeasuredCrow Butte
    
    
    322
    
    
    
    
    
    
    
    322Gas Hills
 Peach
    
    
    3,346
    
    
    
    
    
    
    
    3,346Highland
    
    
    1,663
    
    
    
    163
    
    
    
    1,826McArthur River
    
    
    9,827
    
    
    
    19,751
    
    
    
    29,578North Butte/Brown Ranch
    
    
    1,857
    
    
    
    
    
    
    
    1,857Rabbit Lake
    
    
    2,224
    
    
    
    (2,224
    )
    
    
    0Reynolds Ranch
    
    
    4,493
    
    
    
    (4,365
    )
    
    
    128Ruby Ranch
    
    
    585
    
    
    
    (457
    )
    
    
    128Ruth
    
    
    216
    
    
    
    
    
    
    
    216Shirley Basin
    
    
    304
    
    
    
    
    
    
    
    304Smith Ranch
    
    
    138
    
    
    
    3,200
    
    
    
    3,338Total Measured Resources
    
    
    24,975
    
    
    
    16,068
    
    
    
    41,043Resources-IndicatedCigar Lake
    
    
    3,282
    
    
    
    
    
    
    
    3,282Crow Butte
    
    
    8,244
    
    
    
    (1,689
    )
    
    
    6,555Dawn Lake
    
    
    7,436
    
    
    
    
    
    
    
    7,436Gas Hills
 Peach
    
    
    2,310
    
    
    
    
    
    
    
    2,310Highland
    
    
    92
    
    
    
    
    
    
    
    92Inkai
    
    
    10,698
    
    
    
    
    
    
    
    10,698McArthur River
    
    
    5,136
    
    
    
    
    
    
    
    5,136Millennium
    
    
    19,643
    
    
    
    
    
    
    
    19,643North Butte/Brown Ranch
    
    
    6,303
    
    
    
    
    
    
    
    6,303Northwest Unit
    
    
    2,341
    
    
    
    
    
    
    
    2,341Rabbit Lake
    
    
    6,050
    
    
    
    (1,918
    )
    
    
    4,132Reynolds Ranch
    
    
    6,960
    
    
    
    1,388
    
    
    
    8,348Ruby Ranch
    
    
    143
    
    
    
    
    
    
    
    143Ruth
    
    
    192
    
    
    
    
    
    
    
    192Shirley Basin
    
    
    4,085
    
    
    
    
    
    
    
    4,085Smith Ranch
    
    
    4,984
    
    
    
    1,197
    
    
    
    6,181Total Indicated Resources
    
    
    87,899
    
    
    
    (1,022
    )
    
    
    86,877Total Measured & Indicated
    
    
    112,874
    
    
    
    15,046
    
    
    
    127,920
 
 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
 2008December 31, 2007
    
    Addition (Deletion) 1
    
    December 31, 2008Resources
 InferredCigar Lake
    
    
    59,105
    
    
    
    
    
    
    
    59,105Crow Butte
    
    
    8,654
    
    
    
    (2,307
    )
    
    
    6,347Gas Hills
 Peach
    
    
    845
    
    
    
    245
    
    
    
    1,090Highland
    
    
    1,977
    
    
    
    (1,497
    )
    
    
    480Inkai
    
    
    153,049
    
    
    
    
    
    
    
    153,049McArthur River
    
    
    66,151
    
    
    
    30,887
    
    
    
    97,038Millennium
    
    
    4,089
    
    
    
    
    
    
    
    4,089North Butte/Brown Ranch
    
    
    966
    
    
    
    
    
    
    
    966Northwest Unit
    
    
    508
    
    
    
    
    
    
    
    508Rabbit Lake
    
    
    6,139
    
    
    
    (422
    )
    
    
    5,717Reynolds Ranch
    
    
    4,912
    
    
    
    (239
    )
    
    
    4,673Ruby Ranch
    
    
    184
    
    
    
    (17
    )
    
    
    167Ruth
    
    
    365
    
    
    
    
    
    
    
    365Shirley Basin
    
    
    1,132
    
    
    
    
    
    
    
    1,132Smith Ranch
    
    
    896
    
    
    
    3
    
    
    
    899Total Inferred Resources
    
    
    308,972
    
    
    
    26,653
    
    
    
    335,625
 
 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
 3 6
  - 51 -




---



##### 



6 6
 6 6 Uranium Concentrates Business
 6
 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 6 2 6 Uranium Fuel Conversion Services Market
Background Supply 3
 3 3 6
 3
  Port Hope  Conversion
 2 6 2 2 6 3 6 6 6 2
 6 6 2
  - 53 -




---



##### 



6 6 6
 6
 2 6
 The statements above regarding the resumption of Port Hope UF 6 production and certain
other statements regarding future events, are forward-looking information and are based upon the
following key assumptions and subject to the following material risks that could cause results to
differ materially: we have assumed that the UF 6 plant can be brought back into
production without unforeseen difficulty or delay and that we will be able to obtain adequate
supplies including HF and at a reasonable cost, but that is subject to a number of risks including
the risk of unusual difficulties arising from the extended length of time that the UF 6 plant will be shut down, the risk that there will be a delay in or failure to procure the required
contractors, equipment and suppliers (including of HF), regulatory risk, the risk of adverse
finding in the site wide assessment, the risk of equipment failure, the risk of natural phenomena
including inclement weather conditions and fire, and the risk of delay or ultimate lack of success.
  Cameco Fuel Manufacturing Inc. (renamed from Zircatec)  Fuel Fabrication
  2
 2
   - 54 -




---



##### 



2
  Environmental Matters
 Overview of Impacts
        - 55 -




---



##### 



6 Nuclear
Business - Uranium Fuel Conversion Services  Operations 6
 2 6 2
 6 6 2
     6 6
  - 56 -




---



##### 



6
  2 6
   Cameco Policies
      - 57 -




---



##### 



Cameco Programs
     Regulatory Compliance
   .
  - 58 -




---



##### 



Canadian Regulatory Compliance
  Canadian Environmental Protection Act
    US Regulatory Compliance
    - 59 -




---



##### 



Decommissioning and Reclamation
      - 60 -




---



##### 



Saskatchewan 
  Ontario 
 Camecos US operations US Regulatory Compliance
   Fuel Services Waste Management
    - 61 -




---



##### 



Government Regulation
   Treaty on the Non-Proliferation of Nuclear Weapons (the NPT)
  Canadian Uranium Industry Regulation
  Mine Ownership Restriction
   - 62 -




---



##### 



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
   - 63 -




---



##### 



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
    - 64 -




---



##### 



The Crown Minerals Act The Crown
Minerals Act The Mineral Disposition Regulations, 1986
         - 65 -




---



##### 



US Operations
  Canadian Royalties and Certain Taxes
 Crown Mineral Royalty Schedule
  3 8
 Canadian DollarRoyalty Rate
    
    Sales Price in Excess of:6
    %
    
    $
    17.16Plus
    
    
    4
    %
    
    $
    25.74Plus
    
    
    5
    %
    
    $
    34.33
   [6% x ($35.00  $17.16) x pounds sold] + [4% x ($35.00  $25.74) x pounds sold] [5%
x ($35.00  $34.33) x pounds sold]
   Canadian Income Taxes
   - 66 -




---



##### 



US Taxes
   Kazakhstan Taxes
 Development Projects  Inkai
 Employees
  BRUCE POWER LP  NUCLEAR ELECTRICAL GENERATION
 
 Overview
 Business
  2
   - 67 -




---



##### 



Acquisition of Interest
    Overview-Bruce Power-OPG Lease
 Cameco Fuel Management
 2005 Bruce Power Restructuring
       - 68 -




---



##### 



Bruce Power-OPG Lease
       - 69 -




---



##### 



The Generating Facilities
 Overview
   New Fuel Program
    Operating Life Assessment
   - 70 -




---



##### 



.
    CANDU Technology
     - 71 -




---



##### 



Employees
  Cameco Fuel Management
 2
 2
 2
 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).
   - 72 -




---



##### 



Nuclear Fuel
Waste Act Nuclear Fuel Waste Act
 Federal Regulation
 Government
Regulation  Canadian Uranium Industry
Regulation Nuclear Liability Act
      - 73 -




---



##### 



Ontarios Electricity Regulation
         - 74 -




---



##### 



CENTERRA GOLD INC.
 
 Centerra
   Centerra  Kumtor Mine  Reserves and Resources
 Centerra Legal Proceedings.
   Kumtor Mine
     - 75 -




---



##### 



Centerra
Legal Proceedings Risk Factors
 Property Description, Location and Concession
  Centerra Legal Proceedings
   On
Subsoil
  - 76 -




---



##### 



Centerra Legal Proceedings
  
   - 77 -




---



##### 



Centerra Legal Proceedings
 Site Accessibility, Climate, Local Resources, Infrastructure and Physiography
       - 78 -




---



##### 



History
      Geological Setting
     - 79 -




---



##### 



Mineralization
  
    
    Two parallel zones of alteration and gold mineralization strike north-easterly 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 north-easterly at 40° to
50°, and diminishes in size below elevation 3,900 metres. Its down-plunge continuation below
elevation 3,900 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.
 
    
    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 of gold per tonne. The SB Zone gave rise to a large increase in the
mineral reserves and resources (including inferred resources) of the Kumtor deposit in 2005
and 2006.
       - 80 -




---



##### 



Historical Exploration and Drilling
       - 81 -




---



##### 



Sampling and Analysis
           - 82 -




---



##### 



Kumtor Reserve and Resource Estimates
   Central Deposit Block Model
      - 83 -




---



##### 



Sarytor and Southwest Deposit Block Models
 Centerra Legal Proceedings
     Mineral Reserve Estimate
  Kumtor Mineral Reserves (100% Basis) as of December 31, 2008
 Cutoff Grade
    
    Tonnes
    
    
    Gold Grade
    
    
    Contained Gold(thousands)
    
    
    (g/t)
    
    
    (thousands of ounces)Proven
    
    Stockpiles
    
    Greater than 1.0 g/t
    
    
    3,412
    
    
    
    1.4
    
    
    
    150Probable (Central Pit)
    
    In situ
    
    Greater than 1.0 g/t
    
    
    29,173
    
    
    
    3.8
    
    
    
    3,564Probable (Sarytor Pit)
    
    In situ
    
    Greater than 1.0 g/t
    
    
    2,835
    
    
    
    3.4
    
    
    
    311Total Probable Mineral Reserves
    
    
    32,008
    
    
    
    3.8
    
    
    
    3,875Total Proven and Probable Mineral Reserves
    
    
    35,420
    
    
    
    3.5
    
    
    
    4,025
     - 84 -




---



##### 



Centerra  Kumtor Mine  Geotechnical Issues Affecting the Kumtor Open Pit Risk Factors Centerra Legal Proceedings
 Mineral Resources Estimate
  Kumtor Mineral Resources (100% Basis) as of December 31, 2008
 Cutoff Grade
    
    Tonnes
    
    
    Gold Grade
    
    
    Contained Gold(thousands)
    
    
    (g/t)
    
    
    (thousands of ounces)Measured (Kumtor Central Deposit)
    
    Open Pit (> 1.0 g/t)
    
    
    18,966
    
    
    
    2.8
    
    
    
    1,689Indicated (Kumtor Central Deposit)
    
    Open Pit (> 1.0 g/t)
    
    
    6,468
    
    
    
    2.8
    
    
    
    578Indicated (Kumtor Sarytor Deposit)
    
    Open Pit (> 1.0 g/t)
    
    
    5,846
    
    
    
    2.1
    
    
    
    386Indicated (Kumtor Southwest Deposit)
    
    Open Pit (> 1.0 g/t)
    
    
    2,675
    
    
    
    2.5
    
    
    
    212Total Measured and Indicated Mineral Resources
    
    
    33,955
    
    
    
    2.6
    
    
    
    2,865Inferred (Central Deposit)
    
    Open Pit (> 1.0 g/t)
    
    
    80
    
    
    
    2.0
    
    
    
    5Inferred Stock Work Zone Underground
    
    Underground (> 7.0
g/t)
    
    
    2,089
    
    
    
    11.3
    
    
    
    757Inferred SB Zone Underground
    
    Underground (> 7.0
g/t)
    
    
    2,671
    
    
    
    18.6
    
    
    
    1,593Inferred (Kumtor Sarytor Zone)
    
    Open Pit (> 1.0 g/t)
    
    
    520
    
    
    
    1.7
    
    
    
    29Total Inferred Mineral Resources
    
    
    5,360
    
    
    
    13.8
    
    
    
    2,384
 SB Zone Underground
     - 85 -




---



##### 



Mining Operations
       - 86 -




---



##### 



Centerra  Kumtor Mine 
Geotechnical Issues Affecting the Kumtor Open Pit
  Milling
     - 87 -




---



##### 



Geotechnical Issues Affecting the Kumtor Open Pit
 The Northeast Wall (Highwall)
     - 88 -




---



##### 



The Southeast Wall
      - 89 -




---



##### 



Conclusion
  Production Forecast and Mine Life
     - 90 -




---



##### 



Centerra Legal Proceedings Centerra  Kumtor Mine  Kumtor Reserve and Resource Estimates
- Central Deposit Block Model Centerra  Kumtor Mine  Mining Operations
  Centerra  Kumtor Mine
 
    
    grades and recoveries at Kumtor will increase through the fourth quarter of 2009 in
accordance with the Kumtor mine plan and the block model;
    
    the planned 2-week shutdown of the Kumtor mill in the third quarter of 2009 to change the
ball mill ring gear and SAG mill liner is successfully completed on time;
    
    the dewatering and depressurization programs at Kumtor continues to function properly and
the water management system works as planned;
    
    prices for reagents and other consumables will remain consistent with Centerras estimates;
    
    that the Sarytor mining license is reinstated in 2009;
    
    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; and
    
    the Kumtor mines remaining six year mine life does not take into account any underground
development or mining of the SB Zone, which lies below the current pit design. A decision to
commence mining SB Zone resources will be considered as further resource delineation drilling
results become available in 2010. See Centerra  Kumtor Mine
 Kumtor Reserve and Resource
Estimates  SB Zone Underground.
    - 91 -




---



##### 



Caution Regarding Forward-Looking Information and Statements Risk Factors
 Gold Sales
   Kyrgyzaltyn Management Fee
   Taxes
  Corporate Profit Tax
  Value Added Tax
   - 92 -




---



##### 



Other Taxes
   Investment Agreement
   Environmental Matters
 Applicable Standards
     - 93 -




---



##### 



Environmental Management System
  
    
    Effluent treatment plant.
    
    Tailings management facility.
    
    Mill site and mine waste dumps runoff effluents.
    
    Acid generation potential testing and recommendations.
    
    Dust control.
    
    Hazardous materials handling.
    
    Environment impact monitoring.
    
    Planning for site decommissioning and rehabilitation.
    
    Potable water treatment system.
    
    Sewage operation.
    
    Landfill operation and inventory.
  
    
    An EMS audit was conducted by the Quality Management Centre (QMC)/Pragma/USAID (Almaty,
Kazakhstan) in November 2004 to confirm conformity with ISO 14001:1996. Based on the audit of
the five elements selected, it was demonstrated that the EMS had been implemented and
maintained.
    
    An assessment of the tailings management system was undertaken by an independent consultant
in 2005 using Mining Association of Canada (MAC) guidelines. The results of the audit
showed that KOC conformed to the MAC guidelines and that the KOC tailings management facility
is being managed comprehensively and effectively, but the audit identified a few items where
improvements are possible.
    
    In November 2006, KOC underwent a systems assessment by independent auditors that covered
environmental as well as health and safety issues. The assessment found that the general
condition of the mine and health, safety and environmental awareness of the site personnel
were excellent, and that the site and buildings were
  - 94 -




---



##### 



neat, with materials and wastes well organized. No evidence of spills or environmental
damage was observed during the assessment. The assessment outlined areas of particular
strength as well as opportunities for improvement.
    
    In September 2008, independent audits were conducted of the camps kitchen/food handling,
and of the sites storage, transportation and usage of explosives. The assessments outlined
areas of strength and provided recommendations for improvement, the majority of which have
been incorporated.
 Cyanide Spill
   Workplace Safety
  Decommissioning and Reclamation
   - 95 -




---



##### 



Exploration Activities
    Centerra Legal Proceedings
  Boroo
Mine
  Centerra  Boroo Mine  Reserves and Resources
  - 96 -




---



##### 



Property Description and Location
        Mining Operations
     - 97 -




---



##### 



Milling
    Heap Leach
     Gold Sales
  Taxes and Royalties
 Corporate Profit Tax
   - 98 -




---



##### 



Windfall Profits Tax
  Other Taxes
  Environmental Matters
    Decommissioning and Reclamation
   - 99 -




---



##### 



Gatsuurt
Development Property
 Centerra  Reserves and Resources
 Centerra  Boroo
Mine  Taxes and Royalties Risk Factors
 Reserves and Resources
 Risk Factors Caution Regarding Forward-Looking
Information and Statements
   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 SEC 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 SEC 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.
  - 100 -




---



##### 



2008 Year-End Mineral Reserve and Resource Summary
(as of December 31, 2008)
 (Tonnes and ounces in thousands)(11)(12)Reserves(1)
    
    Proven (100% Basis)
    
    Probable (100% Basis)
    
    Total Proven and Probable Mineral ReservesCamecosGrade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    Equity
    
    MiningProperty
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    (oz)(3)
    
    Method(4)Kumtor(1)(6)(13)
    
    
    3,412
    
    
    
    1.4
    
    
    
    150
    
    
    
    32,008
    
    
    
    3.8
    
    
    
    3,875
    
    
    
    35,420
    
    
    
    3.5
    
    
    
    4,025
    
    
    
    2,120
    
    
    OPBoroo(8)
    
    
    9,015
    
    
    
    0.8
    
    
    
    232
    
    
    
    9,440
    
    
    
    1.8
    
    
    
    546
    
    
    
    18,455
    
    
    
    1.3
    
    
    
    778
    
    
    
    410
    
    
    OPGatsuurt(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,101
    
    
    
    3.4
    
    
    
    1,005
    
    
    
    9,101
    
    
    
    3.4
    
    
    
    1,005
    
    
    
    529
    
    
    OPTotal
    
    
    12,427
    
    
    
    
    
    
    
    382
    
    
    
    50,549
    
    
    
    
    
    
    
    5,426
    
    
    
    62,976
    
    
    
    
    
    
    
    5,808
    
    
    
    3,059
 (Tonnes and ounces in thousands)(11)(12)Measured and Indicated Resources(2)
    
    Measured
    
    Indicated
    
    Total Measured and Indicated Mineral ResourcesCamecosGrade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    
    
    
    
    Grade
    
    Contained
    
    Equity
    
    MiningProperty
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    (oz)(3)
    
    Method(4)Kumtor(5)(6)(13)
    
    
    18,966
    
    
    
    2.8
    
    
    
    1,689
    
    
    
    14,989
    
    
    
    2.4
    
    
    
    1,176
    
    
    
    33,955
    
    
    
    2.6
    
    
    
    2,865
    
    
    
    1,509
    
    
    OPBoroo(5)(8)
    
    
    452
    
    
    
    2.2
    
    
    
    32
    
    
    
    4,464
    
    
    
    1.5
    
    
    
    210
    
    
    
    4,916
    
    
    
    1.5
    
    
    
    242
    
    
    
    127
    
    
    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
    
    
    
    408
    
    
    UGTotal
    
    
    19,418
    
    
    
    
    
    
    
    1,721
    
    
    
    28,682
    
    
    
    
    
    
    
    3,213
    
    
    
    48,100
    
    
    
    
    
    
    
    4,934
    
    
    
    2,364
 (Tonnes and ounces in thousands)(11)(12)(14)Inferred Mineral Resources(2)
    
    InferredGrade
    
    Contained
    
    Camecos
    
    MiningProperty
    
    Tonnes
    
    (g/t)
    
    Gold (oz)
    
    Equity (oz)(3)
    
    Method(4)Kumtor(5)(6)(13)
    
    
    600
    
    
    
    1.8
    
    
    
    34
    
    
    
    17
    
    
    OPKumtor Stockwork Underground(7)
    
    
    2,089
    
    
    
    11.3
    
    
    
    757
    
    
    
    399
    
    
    UGKumtor SB Underground(7)
    
    
    2,671
    
    
    
    18.6
    
    
    
    1,593
    
    
    
    839
    
    
    UGBoroo(5)(8)
    
    
    7,323
    
    
    
    1.0
    
    
    
    233
    
    
    
    123
    
    
    OPGatsuurt(9)
    
    
    2,437
    
    
    
    3.3
    
    
    
    256
    
    
    
    135
    
    
    OPREN(10)
    
    
    835
    
    
    
    16.1
    
    
    
    432
    
    
    
    144
    
    
    UGTotal
    
    
    15,995
    
    
    
    
    
    
    
    3,305
    
    
    
    1,657
 
 Notes:(1)
    
    The mineral reserves have been estimated based on a gold price of $675 (US) per ounce.(2)
    
    Mineral resources are in addition to reserves. Mineral resources do not have demonstrated economic viability.(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%.(4)
    
    OP means open pit and UG means underground.(5)
    
    Open pit mineral resources occur outside the current ultimate pits which have been designed using a gold price of $675 (US) per
ounce.(6)
    
    The open pit mineral reserves and resources at Kumtor are estimated based on a cutoff grade of 1.0 gram of gold per tonne and
includes the Central Pit and the Southwest and Sarytor deposits.(7)
    
    Underground mineral resources occur below the Central pit and are estimated based on a cutoff grade of 7.0 grams of gold per tonne.(8)
    
    The mineral reserves and resources at Boroo are estimated
based on 0.5 gram of gold per tonne cutoff grade.(9)
    
    The mineral reserves and resources at Gatsuurt are estimated using either a 1.2 or 1.8 grams of gold per tonne cutoff grade
depending on process method and including the Main Zone and the Central Zone deposits.(10)
    
    The mineral resources at REN are estimated based on a cutoff grade of 8.0 grams of gold per tonne.(11)
    
    A conversion factor of 31.10348 grams per ounce of gold is used in the mineral reserve and resource estimates.(12)
    
    Numbers may not add up due to rounding.(13)
    
    Kumtor mineral reserves and resources include Sarytor reserves of 2.8 million tonnes grading 3.4 g/t for 311,000 contained ounces,
Sarytor and Southwest indicated resources of 8.5 million tonnes grading 2.2 g/t for 598,000 contained ounces and Sarytor inferred
resources of 0.52 million tonnes grading 1.7 g/t for 29,000 contained ounces. The mining licenses for these deposits were invalidated
by the Bishkek Inter District Court on June 17, 2008. That order is under appeal by Centerra. Cameco believes that Centerras current
negotiations with the Kyrgyz Republic are reasonably likely to lead to the resolution of outstanding issues, and to the reinstatement of
the Sarytor and Southwest licenses. Cameco therefore continues to include the Sarytor and Southwest reserves and resources in this
statement. See Centerra Legal Proceedings.(14)
    
    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 part of the inferred mineral resources will ever be upgraded to a higher category.  - 101 -




---



##### 



Gold Reserves and Resources Reconciliation
  Reconciliation of Camecos Share of Gold Reserves and Resources 1,7  (in troy ounces of contained gold)
 2008 AdditionDecember 31, 2007
    
    2008 Throughput2
    
    (Deletion)3
    
    December 31, 2008Reserves  ProvenBoroo
    
    
    153,000
    
    
    
    (160,000
    )
    
    
    129,000
    
    
    
    122,000Kumtor4
    
    
    643,000
    
    
    
    (367,000
    )
    
    
    (197,000
    )
    
    
    79,000Total Proven Reserves
    
    
    796,000
    
    
    
    (527,000
    )
    
    
    (68,000
    )
    
    
    201,000Reserves  ProbableBoroo
    
    
    399,000
    
    
    
    
    
    
    
    (111,000
    )
    
    
    288,000Gatsuurt
    
    
    529,000
    
    
    
    
    
    
    
    
    
    
    
    529,000Kumtor4
    
    
    1,939,000
    
    
    
    
    
    
    
    102,000
    
    
    
    2,041,000Total Probable Reserves
    
    
    2,867,000
    
    
    
    
    
    
    
    (9,000
    )
    
    
    2,858,000Total Proven and Probable Reserves
    
    
    3,663,000
    
    
    
    (527,000
    )
    
    
    (77,000
    )
    
    
    3,059,000Resources  MeasuredBoroo
    
    
    15,000
    
    
    
    
    
    
    
    2,000
    
    
    
    17,000Kumtor5
    
    
    1,017,000
    
    
    
    
    
    
    
    (128,000
    )
    
    
    889,000Total Measured Resources
    
    
    1,032,000
    
    
    
    
    
    
    
    (126,000
    )
    
    
    906,000Resources  IndicatedBoroo
    
    
    118,000
    
    
    
    
    
    
    
    (7,000
    )
    
    
    111,000Gatsuurt6
    
    
    320,000
    
    
    
    
    
    
    
    
    
    
    
    320,000Kumtor5
    
    
    917,000
    
    
    
    
    
    
    
    (298,000
    )
    
    
    619,000REN
    
    
    404,000
    
    
    
    
    
    
    
    4,000
    
    
    
    408,000Total Indicated Resources
    
    
    1,759,000
    
    
    
    
    
    
    
    (301,000
    )
    
    
    1,458,000Total Measured and Indicated
Resources
    
    
    2,791,000
    
    
    
    
    
    
    
    (427,000
    )
    
    
    2,364,000Resources  InferredBoroo
    
    
    126,000
    
    
    
    
    
    
    
    (3,000
    )
    
    
    123,000Gatsuurt6
    
    
    135,000
    
    
    
    
    
    
    
    
    
    
    
    135,000Kumtor5
    
    
    971,000
    
    
    
    
    
    
    
    284,000
    
    
    
    1,255,000REN
    
    
    143,000
    
    
    
    
    
    
    
    1,000
    
    
    
    144,000Total Inferred Resources
    
    
    1,375,000
    
    
    
    
    
    
    
    282,000
    
    
    
    1,657,000
 
 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. Mineral
resources have no demonstrated economic viability.2
    
    Corresponds to mill feed and heap leach pad feed. The discrepancy between the 2008
throughput and Camecos share of 2008 ounces produced is due to gold recovery in the mill and
heap leach pad.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 satellite deposits.5
    
    Kumtor mineral resources include the Central pit, the SB underground, and the Southwest and Sarytor satellite deposits.6
    
    Gatsuurt mineral reserves and resources include the Central Zone and Main Zone deposits.7
    
    Numbers may not add up due to rounding. Centerra Legal Proceedings
   - 102 -




---



##### 



Kumtor Related Proceedings
 Centerra Material Contracts  Investment Agreement
        - 103 -




---



##### 



- 104 -




---



##### 



Gatsuurt Related Proceedings
  Centerra Material Contracts
  Investment Agreement
 Centerra  Kumtor Mine
 Centerra Shareholders Agreement
     - 105 -




---



##### 



Location Agreement
  Administrative Services Agreement
  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(US) 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.
  Amended and Restated Concession Agreement
 Centerra  Kumtor Mine  Property, Description and Location
  - 106 -




---



##### 



Additional Information on Centerra
 www.sedar.com www.sedar.com
 RISK FACTORS
 
 Caution Regarding Forward-Looking Information and Statements
 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 6
   - 107 -




---



##### 



Governmental Regulation and Policy Risks
    Political Risk
    - 108 -




---



##### 



Centerra Legal Proceedings
     - 109 -




---



##### 



Cameco and Centerra may experience difficulties with their joint venture partners.
  Litigation
 Legal Proceedings Centerra Legal Proceedings
 Tailings Capacity Constraints
    - 110 -




---



##### 



Labour Relations
   Imprecision of Reserve and Resource Estimates
   - 111 -




---



##### 



Production Estimates may be inaccurate
      Exploration and Development activities may not be successful
   - 112 -




---



##### 



Environmental, health and safety risk
   6 6
  - 113 -




---



##### 



6 6 Uranium Fuel Conversion Services -
Operations  Port Hope  Conversion
 Cameco or Centerra may be unable to enforce its legal rights in certain circumstances
   Properties may be subject to defects in title
   Centerra Legal Proceedings
 Current Global Financial Condition
   - 114 -




---



##### 



Counterparty/Credit Risk
  Customers
  Suppliers
  Nuclear Business-Uranium Fuel
Conversion Services-Operations
 Nuclear Business- Development Projects-
Inkai
  Hedging Counterparties
     - 115 -




---



##### 



Currency Fluctuations
    Decommissioning and Reclamation
   Disclosure and Internal Controls
  Key Personnel
   - 116 -




---



##### 



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
  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 )
 1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008SpotHigh
    
    
    10.90
    
    
    
    9.40
    
    
    
    9.50
    
    
    
    10.20
    
    
    
    14.40
    
    
    
    20.50
    
    
    
    36.50
    
    
    
    72.00
    
    
    
    135.00
    
    
    
    75.00Low
    
    
    9.60
    
    
    
    7.10
    
    
    
    7.20
    
    
    
    9.70
    
    
    
    10.10
    
    
    
    15.60
    
    
    
    21.20
    
    
    
    37.50
    
    
    
    75.00
    
    
    
    46.00
 
 (1)
    
    Source: The Nuexco Exchange Value, published by TradeTech. Spot prices reflect the spot
price for all uranium other than of CIS origin.  - 117 -




---



##### 



Range of Nuexco Spot UF 6 Conversion Values (1)
 (US$/kg U)
 1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008SpotHigh
    
    
    3.85
    
    
    
    3.25
    
    
    
    5.25
    
    
    
    5.25
    
    
    
    6.50
    
    
    
    9.00
    
    
    
    12.00
    
    
    
    11.75
    
    
    
    11.75
    
    
    
    9.00Low
    
    
    2.55
    
    
    
    2.35
    
    
    
    3.65
    
    
    
    5.05
    
    
    
    4.90
    
    
    
    6.80
    
    
    
    11.00
    
    
    
    11.00
    
    
    
    8.00
    
    
    
    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
    Cigar Lake  Water Inflows and Remediation
    Technical Challenges
   - 118 -




---



##### 



Replacement of Depleted Reserves
  Aboriginal Title and Consultation Issues
    Competition from Other Energy Sources and Public Acceptance of Nuclear Energy
   - 119 -




---



##### 



Dependence on Limited Number of Customers
 3 8 6 6 2 2
 Uranium Industry Competition and International Trade Restrictions
  6
 Deregulation of the Electrical Utility Industry
  Reduced Liquidity and Difficulty in Obtaining Future Financing
  Technical Obsolescence
   - 120 -




---



##### 



Risks Relating to Nuclear Electrical Generation
 Generation and Technology Risks
   Nuclear Operations
   Operating
Life Assessment
  Unplanned or Extended Outages
  Labour Relations
   - 121 -




---



##### 



Government Regulation
  Bruce Power LP  The Generating Facilities  New Fuel Program
  Fuel Fabrication Defects and Product Liability
    Nuclear Waste Management and Decommissioning
   - 122 -




---



##### 



Restructuring of Ontarios Electricity Industry
   Spot Market Electricity Prices
   Reliance on Single Contractors
 3 8 2
 Reliance on Transmission Systems
   - 123 -




---



##### 



Effects of Weather and Economic Conditions
   Credit Risk
   Risks Relating to Centerra
 Centerras business is sensitive to the volatility of gold prices
    - 124 -




---



##### 



Centerras reserves may not be replaced
  Centerra may experience further ground movements at the Kumtor mine
 Centerra -
Kumtor Mine  Geotechnical Issues Affecting the Kumtor Open Pit
  Changes in, or more aggressive enforcement of, laws and regulations could adversely impact
Centerras business
      - 125 -




---



##### 



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 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
  As a holding company, Centerras ability to make payments depends on the cash flows of its
subsidiaries.
   - 126 -




---



##### 




    
    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
 Restrictions on Ownership and
Voting below
 Common Shares
 Description of Share Capital  Restrictions on
Ownership and Voting
 Class B Shares
   - 127 -




---



##### 



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
   - 128 -




---



##### 



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(ii)
    
    currently exercisable options and rights to acquire such a share or other security or such
convertible share or other security;
 person
  - 129 -




---



##### 



(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
   - 130 -




---



##### 



Ratings of Securities
   Security
    
    DBRS(1)
    
    S&P(2)Commercial Paper
    
    R-1 (low)
    
    A-1 (low)(3)Senior Unsecured Debentures
    
    A (low)
    
    BBB+
 
 (1)
    
    Published as of June 26, 2008(2)
    
    Published as of October 31, 2008(3)
    
    A-1 (low) is the Canadian National Scale Rating while the Global Scale Rating
is A-2.   Commercial Paper
  Senior Unsecured Debentures
  Dividend Policy
    - 131 -




---



##### 



2008
    
    2007
    
    2006Cash dividends declared per common share
    
    $
    0.24
    
    
    $
    0.20
    
    
    $
    0.16
 LEGAL PROCEEDINGS
 
  2008 FINANCIAL STATEMENTS
 
  MANAGEMENTS DISCUSSION AND ANALYSIS
 
  MARKET FOR SECURITIES
 
    - 132 -




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##### 



Price Range and Trading Volume of Common Shares
  TSX2008
    
    High ($)
    
    Low ($)
    
    VolumeJanuary
    
    
    41.69
    
    
    
    32.00
    
    
    
    51,627,442February
    
    
    39.63
    
    
    
    31.39
    
    
    
    45,733,118March
    
    
    40.13
    
    
    
    32.28
    
    
    
    37,277,827April
    
    
    39.26
    
    
    
    33.39
    
    
    
    31,924,792May
    
    
    43.74
    
    
    
    34.36
    
    
    
    35,587,465June
    
    
    44.38
    
    
    
    37.07
    
    
    
    33,532,707July
    
    
    44.20
    
    
    
    35.30
    
    
    
    33,706,764August
    
    
    37.15
    
    
    
    29.25
    
    
    
    28,250,435September
    
    
    31.54
    
    
    
    21.21
    
    
    
    53,417,388October
    
    
    23.96
    
    
    
    14.33
    
    
    
    57,049,737November
    
    
    22.46
    
    
    
    15.15
    
    
    
    30,957,976December
    
    
    22.95
    
    
    
    17.55
    
    
    
    43,641,376
 DIRECTORS AND OFFICERS
 
 Directors
 Name, Office held in Corporation andMunicipality of Residence
    
    Principal Occupation or Employment
    
    Director Since(1)JOHN S. AUSTON (2, 6)
    
    Geologist; Corporate Director,
2000 to present; prior:
    
    
    1999West Vancouver, British Columbia, Canada
    
    President, Director and Chief
Executive Officer, Ashton Mining
of Canada Inc. 1996-2000.JOHN 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.
    
    Corporate Director, April 1, 2008
to present; prior: Lawyer,
Partner, Winston & Strawn, 1993
to March 31, 2008
    
    
    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.
    
    
    1996
  - 133 -




---



##### 



Name, Office held in Corporation andMunicipality of Residence
    
    Principal Occupation or Employment
    
    Director Since(1)GERALD 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, Q.C. (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.
    
    
    1999A. 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.  - 134 -




---



##### 



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. GITZELSenior 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. ASSIESenior 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, Q.C.
Senior Vice-President, Governance, Law
and Corporate Secretary 
Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2000; prior: Senior
General Counsel and Secretary 1990-1999.
   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
  - 135 -




---



##### 



(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
  Composition of the Audit Committee
  Relevant Education and Experience
    - 136 -




---



##### 



Fees Paid to External Auditors
  % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total2008
    
    
    Fees
    
    
    2007
    
    
    FeesAudit Fees:Cameco
    
    $
    1,062,500
    
    
    
    34.1
    %
    
    $
    890,000
    
    
    
    44.9
    %Centerra and other subsidiaries
    
    
    1,197,276
    
    
    
    38.5
    %
    
    
    661,400
    
    
    
    33.4
    %Total Audit Fees
    
    $
    2,259,776
    
    
    
    72.6
    %
    
    $
    1,551,400
    
    
    
    78.3
    %Audit-Related Fees:Sarbanes-Oxley 404 scoping project
    
    
    
    
    
    
    
    
    
    $
    41,500
    
    
    
    2.1
    %Translation services
    
    $
    170,000
    
    
    
    5.5
    %
    
    
    
    
    
    
    Cameco consulting
    
    
    98,200
    
    
    
    3.1
    %
    
    
    31,500
    
    
    
    1.5
    %Centerra consulting
    
    
    
    
    
    
    
    
    
    
    153,900
    
    
    
    7.8
    %Pensions
    
    
    15,000
    
    
    
    0.5
    %
    
    
    13,000
    
    
    
    0.7
    %Potential financing & convertible debentures
    
    
    326,260
    
    
    
    10.5
    %
    
    
    
    
    
    
    Total Audit-Related Fees
    
    $
    609,460
    
    
    
    19.6
    %
    
    $
    239,900
    
    
    
    12.1
    %Tax Fees:Compliance
    
    $
    121,500
    
    
    
    3.9
    %
    
    $
    130,400
    
    
    
    6.6
    %Planning and advice
    
    
    122,300
    
    
    
    3.9
    %
    
    
    58,800
    
    
    
    3.0
    %Total Tax Fees
    
    $
    243,800
    
    
    
    7.8
    %
    
    $
    189,200
    
    
    
    9.6
    %All Other Fees:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Fees:
    
    $
    3,113,036
    
    
    
    100.0
    %
    
    $
    1,980,500
    
    
    
    100.0
    %
 External Audit Pre-Approval Practices
   - 137 -




---



##### 



MATERIAL CONTRACTS
 
  (a)
    
    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 4.7% unsecured debentures due in 2015. For more details
on these debentures, see Description of Securities-Rating of Securities.
 (b)
    
    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.
 (c)
    
    On December 2, 2005, Cameco entered into an agreement to acquire a 100% interest in Ziractec
(now Cameco Fuel Manufacturing Inc.), 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
  The Nuclear Business  Reserves and Resources
 Centerra Gold Inc.  Centerra  Kumtor Mine
 Interest of Experts
    - 138 -




---



##### 



ADDITIONAL INFORMATION
 
 www.sedar.com
  - 139 -




---



##### 



Appendix A
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
MANDATE
 PURPOSE
  
  
 COMPOSITION
    Financially literate
 Accounting or related financial expertise
    - 140 -




---



##### 



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.
  - 141 -




---



##### 



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.
  - 142 -




---



##### 



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 Selection
 1.
    
    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:
  - 143 -




---



##### 



(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.
  - 144 -




---



##### 



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.
   - 145 -




---



##### 



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 management
 4.
    
    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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