Exhibit 99.1
 
 Cameco Corporation
 ANNUAL INFORMATION FORM
 For the Year Ended December 31, 2009
 Dated March 31, 2010




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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
    
    
    5THE NUCLEAR BUSINESS
    
    
    7Overview
    
    
    7Uranium Concentrates Business
    
    
    7Market Background
    
    
    7Marketing
    
    
    10Mining Properties
    
    
    11McArthur River
    
    
    11Inkai
    
    
    23Rabbit Lake
    
    
    38Crow Butte
    
    
    38Smith Ranch-Highland
    
    
    38Development Project
    
    
    39Cigar Lake
    
    
    39Exploration
    
    
    53Reserves and Resources
    
    
    54Uranium Reserves
    
    
    55Uranium Measured and Indicated Resources
    
    
    56Uranium Inferred Resources
    
    
    57Uranium Reserves Reconciliation
    
    
    58Uranium Resources Reconciliation
    
    
    59Uranium Fuel Conversion Services
    
    
    60Market Background
    
    
    60Marketing of Conversion Services
    
    
    61Operations
    
    
    61Environmental Matters
    
    
    63Overview of Impacts
    
    
    63Cameco Policies
    
    
    65Cameco Programs
    
    
    66Regulatory Compliance
    
    
    67US Regulatory Compliance
    
    
    68Fuel Services Waste Management
    
    
    70Government Regulation
    
    
    71Treaty on the Non-Proliferation of Nuclear Weapons (the NPT)
    
    
    71Canadian Uranium Industry Regulation
    
    
    71US Uranium Industry Regulation
    
    
    72Land Tenure
    
    
    73Canadian Royalties and Certain Taxes
    
    
    75Canadian Income Taxes
    
    
    75US Taxes
    
    
    76Kazakhstan Taxes
    
    
    76Employees
    
    
    76BRUCE POWER LP  NUCLEAR ELECTRICAL GENERATION
    
    
    76Overview
    
    
    76The Generating Facilities
    
    
    78Cameco Fuel Management
    
    
    80OPG Services to Bruce Power
    
    
    81Nuclear Waste Management and Decommissioning
    
    
    81Federal Regulation
    
    
    82Ontarios Electricity Regulation
    
    
    82RISK FACTORS
    
    
    83Risks Relating to Cameco Generally
    
    
    83Risks Relating to Nuclear Business
    
    
    92Risks Relating to Nuclear Electrical Generation
    
    
    95DESCRIPTION OF SECURITIES
    
    
    99Description of Share Capital
    
    
    99Restrictions on Ownership and Voting
    
    
    100Ratings of Securities
    
    
    103Dividend Policy
    
    
    103LEGAL PROCEEDINGS
    
    
    1042009 FINANCIAL STATEMENTS
    
    
    104MANAGEMENTS DISCUSSION AND ANALYSIS
    
    
    104MARKET FOR SECURITIES
    
    
    104Price Range and Trading Volume of Common Shares
    
    
    105DIRECTORS AND OFFICERS
    
    
    105Directors
    
    
    105Officers
    
    
    106Cease Trade Orders, Bankruptcies, Penalties or Sanctions
    
    
    107Interest of Management and Others in Material Transactions
    
    
    108AUDIT COMMITTEE
    
    
    108Audit Committee Charter
    
    
    108Composition of the Audit Committee
    
    
    108Relevant Education and Experience
    
    
    108Fees Paid to External Auditors
    
    
    109External Audit Pre-Approval Practices
    
    
    109MATERIAL CONTRACTS
    
    
    109INTEREST OF EXPERTS
    
    
    110ADDITIONAL INFORMATION
    
    
    110Appendix A
    
    
    111




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




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Risk Factors
    NOTE REGARDING RESERVES AND RESOURCES
 
   - 3 -




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The Nuclear Business  Reserves and Resources
  3 8
  Caution
Regarding Forward-Looking Information and Statements Risk Factors
 INCORPORATION AND SUBSIDIARIES
 
 Incorporation
 Canada Business
Corporations Act
 Eldorado Nuclear Limited Reorganization and
Divestiture Act The Saskatchewan Mining Development Corporation
Reorganization Act Description of Securities
   - 4 -




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th
 Subsidiaries
     GENERAL DEVELOPMENT OF THE BUSINESS
 
 3 8 6 1 2
   Three-Year Highlights
  
  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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2007
 
    
    In March 2007, Cameco provided an update on the Cigar Lake project including: (i) an
estimated production start-up of 2010; and (ii) capital and remediation cost estimates. These
March 2007 estimates are no longer accurate and have been replaced by new estimates.
    
    In July 2007, Cameco discovered contamination of the soil and groundwater under its
UF6 conversion plant in Port Hope and suspended operations to conduct an
investigation.
    
    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.
 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 GE-Hitachi 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, Cameco Europe Ltd.s
share of the material affected by the new price structure is approximately 7 million pounds.
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 on the 420 metre level, causing dewatering to be suspended.
    
    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.
 2009
 
    
    In February 2009, Cameco agreed with the lenders of its $470 million credit facility to
increase the limit to $500 million. In the third quarter, Cameco cancelled this credit
facility.
    
    In February 2009, Cameco added a $100 million short-term bank credit facility, maturing in
February 2010. In the fourth quarter, Cameco renewed this credit facility until February 2011.
    
    In March 2009, Cameco issued 26,666,400 common shares for net proceeds of $441 million.
  - 6 -




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
    
    In April 2009, Cameco entered into an Agreement on New Terms with Kyrgyzaltyn JSC
(Kyrgyzaltyn) and the Government of the Kyrgyz Republic that resolved all outstanding issues
with regards to the Kumtor Gold mine.
    
    In June 2009, UF6 production resumed at Port Hope.
    
    In September 2009, Cameco issued $500 million of 5.67% unsecured debentures due in 2019.
    
    In October 2009, the water inflow at the 420 metre level was sealed and dewatering of the
Cigar Lake mine resumed.
    
    In December 2009, Cameco disposed of its entire interest in Centerra in two steps: through
selling 88,618,472 common shares of Centerra through a public offering, at a price of $10.25
per share, for net proceeds of approximately $871 million; and, Cameco transferred another
25,300,000 common shares of Centerra to Kyrgyzaltyn, under the April 2009 Agreement on New
Terms.
    
    In 2009, JV Inkai commissioned its main processing plant and started commissioning its
first satellite plant.
 THE NUCLEAR BUSINESS
 
 Overview
  3 8
 2 6
 Uranium Concentrates Business
 Market Background
 Demand
 3 8 3 8
  - 7 -




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




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3 8
 3 8 3 8 3 8
 HEU Commercial Agreement
  3 8 3 8
 Trade Restraints and Policies
 3 8
   Prices and Spot and Long-Term Volumes
   - 9 -




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3 8 3 8
 3 8 3 8
 3 8
 Marketing
   3 8 3 8
    - 10 -




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3 8 3 8
 Mining Properties
   3 8
 2007
    
    
    2008
    
    
    2009McArthur River (1)
    
    
    13,100,000
    
    
    
    11,600,000
    
    
    
    13,300,000Rabbit Lake
    
    
    4,000,000
    
    
    
    3,600,000
    
    
    
    3,800,000Smith Ranch-Highland
    
    
    2,000,000
    
    
    
    1,200,000
    
    
    
    1,800,000Crow Butte
    
    
    700,000
    
    
    
    600,000
    
    
    
    800,000Inkai
    
    
    360,000
    
    
    
    300,000
    
    
    
    1,100,000Total
    
    
    20,160,000
    
    
    
    17,300,000
    
    
    
    20,800,000
 
  (1)
    
    Milled at Key Lake 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 Uranium Concentrates Business,
 Property Description and Location
     Site Accessibility, Climate, Local Resources, Infrastructure and Physiography
    - 12 -




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3 8
  History
      Geological Setting and Mineralization
   - 13 -




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Exploration, Drilling and Estimates
      - 14 -




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McArthur River expansion
  Mine Operations and Development
       - 15 -




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3 8
      - 16 -




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3
 Milling
 1 3 2 3 1 3 2 3 2 3
    - 17 -




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3 8 3 8
  3 8
     - 18 -




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3 8
 Decommissioning Key Lake and McArthur River
  Production Forecast, Mine Life and Payback
 3 8
 3 8
 Sampling and Analysis
   - 19 -




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3 8
      - 20 -




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Security of Samples
  McArthur River Resource and Reserve Estimates
 The Nuclear
Business Uranium Concentrates Business  Reserves and Resources
  (a)
    
    Uranium mineralization is continuous in quality and quantity between sampled
areas.(b)
    
    Water control measures, including freezewalls, 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)
    
    An average uranium price of $54 (US) per pound U3O8 was
used to estimate the mineral reserves.(h)
    
    No known environmental, permitting, legal, title, taxation, socio-economic,
political, marketing or other issues are expected to materially affect the mineral
resource and mineral reserve estimates.
  (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.
  - 21 -




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(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$1.05 (reflecting the exchange rate at December 31, 2009).
  (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.(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.
   - 22 -




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Inkai
 Property Description and Location
   3 8 3 8 3 8 3 8 3 8 3 8
  The Resource Use Contract
    - 23 -




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Work Programs
 inter alia
  Procurement Requirements
   Local Content Requirements
   Environmental Requirements
 - 24 -




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- 25 -




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Other Licences
       Taxation
    
    
    The abolition of the stabilization of tax regimes provided by subsoil use contracts. Prior
to the October 2009 amendment, the Resource Use Contract contained a tax stabilization
provision. At the request of the MEMR, in October 2009 JV Inkai signed an amendment to the
Resource Use Contract to adopt the Tax Code, which included elimination of the Resource Use
Contracts tax stabilization provision. Cameco does not expect that the Tax Code will have a
material impact on JV Inkai at this time; however, elimination of the tax stabilization
provision could be material in the future.
 
    
    The rate of the corporate income tax on aggregate income was set at 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, 2014. However, these rates have been suspended until
2014, with the government setting the corporate income tax rate at 20%. In 2007, JV Inkai
became subject to income tax. As such, this 20% income tax rate is now the corporate income
tax rate to which JV Inkai is subject. Under the Resource Use Contract the corporate income
tax rate was 30%.
 
    
    The Tax Code has replaced the previous royalty regime with a new tax  the Tax on
Production of Useful Minerals, a mineral extraction tax (MET). MET must be paid on each
type of mineral and certain other substances extracted. Under the prior law, JV Inkai would
pay royalties, calculated on a graduated scale, based on the sales price of production in each
year.
 - 26 -




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
    
    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 licence area. Under the Tax Code the rate for future commercial discoveries is
increased to 0.1% of the value of Kazakh-defined recoverable reserves. Previously, the bonus
was calculated as 0.05% of the value of Kazakh-defined recoverable reserves. JV Inkai paid a
bonus of $14 million (US) in 2008 in relation to reserves at Block 2.
 
    
    The Tax Code changes the calculation of excess profits tax from that contained in the
Resource Use Contract. However, JV Inkai is currently of the view that it will not be liable
to pay any excess profits tax for the foreseeable future.
 Pre-emptive Rights
       2007 MOU
  - 27 -




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Kazakh Government and Legislation
   inter alia
   inter alia
   - 28 -




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Pre-emptive Rights
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
    - 29 -




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Project History
        - 30 -




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3 8
 Geological Setting
    Exploration
        - 31 -




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Sampling and Analysis .
 Mineralization
   Drilling
    - 32 -




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Sampling and Analysis
            - 33 -




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Security of Samples
  Mineral Resource and Mineral Reserve Estimates
    Nuclear Business  Reserves
and Resources
 1.
    
    Key Assumptions
 (a)
    
    Blocks 1 and 2 mineral resources have been estimated and classified
on the basis of sampling density, interpretation of geological and grade
continuity and estimation confidence.(b)
    
    Dilution and mining loss are not relevant factors given the uranium
extraction method of in situ recovery. The recovery obtained from the in situ
leaching process is included in the metallurgical recovery.(c)
    
    In situ recovery rates are assumed to vary between 13,000 and 16,000
lbs U3O8 per day and a full mill production rate of 5.2
million lbs of U3O8 per year based on 80% recovery.(d)
    
    An average uranium price of $54 (US) per pound
U3O8 was used to estimate the mineral reserves.(e)
    
    The mineral reserve estimates for the Inkai mine assume annual
production of 5.2 million pounds of U3O8. JV Inkai has
regulatory approval to produce 2.6 million pounds, and intends to increase
production to 5.2 million pounds per year in 2011. Cameco expects JV Inkai will
receive all permits and approvals required for this level of production and will
seek regulatory approvals for an increase in production to 3.9 million pounds
U3O8per
 - 34 -




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year in 2010 and thereafter for a further increase to 5.2 million pounds
U3O8per year in 2011. The approval process for the initial
production increase to 3.9 million pounds U3O8 per year is
under way and has the support of KazAtomProm. Once the initial approval is
received, the subsequent application for an increase to 5.2 million pounds
U3O8 per year will be made. If JV Inkai does not receive
approval to increase production, half of the mineral reserves will be
re-categorized as mineral resources.(f)
    
    Other than this possible permit issue, no known environmental,
permitting, legal, title, taxation, socio-economic, political, marketing or other
issues are expected to materially affect the mineral resource and mineral reserve
estimates for Inkai.
 2.
    
    Key Parameters
 (a)
    
    Grades (%U3O8) were obtained from downhole
gamma radiometric probing of drillholes, checked against assay results and
prompt-fission neutron probing results in order to account for desiquilibrium.(b)
    
    An average density of 1.70 t/m3 was used, based historical and
current sample measurements.(c)
    
    A minimum grade-thickness of 0.130 m% U3O8.
 3.
    
    Key Methods
 (a)
    
    Mineral reserves were estimated based on the use of the in situ
recovery mining method and yellowcake production at the Inkai mine.(b)
    
    The geological interpretation of the ore body outlines was done on
section and plan views derived from surface drill hole information.(c)
    
    Mineral resources and mineral reserves were estimated with the GT
(grade thickness) method using 2-dimensional block models.(d)
    
    The estimated blocks are delimited within the same water-bearing
horizons, taking into account local confining layers.(e)
    
    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.(f)
    
    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.
  Mining Operations
  - 35 -




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
    
    Uranium in-situ leaching with sulphuric acid;
    
    Uranium recovery from solution with ion exchange resin;
    
    Precipitation of uranium with hydrogen peroxide;
    
    Product thickening, dewatering, and drying;
    
    Packaging of final product U3O8 (yellowcake).
    3 8
  3 8 3 8
   Exploration and Development
  - 36 -




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3 8 3 8 3 8
     - 37 -




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Rabbit Lake
 The Nuclear Business  Uranium Concentrates Business  Reserves
and Resources
  3 8
     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
  - 38 -




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Development Project
   Cigar Lake
 3 8 3 8  3 8 3 8 3 8 3 8
 Water Inflow Incidents and Remediation
    Caution Regarding Forward-Looking Information and
Statements Risk Factors
  - 39 -




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
    
    natural phenomena or an equipment failure do not cause a material delay or disrupt
Camecos plans;
    
    there are no additional water inflows;
    
    the seals used for previous water inflows do not fail;
    
    there are no labour disputes; and
    
    Cameco obtains contractors, equipment, operating parts and supplies, and regulatory
permits and approvals when it needs them.
  
    
    an unexpected geological, hydrological or underground condition, such as an additional
water inflow, further delays Camecos progress;
    
    Cameco cannot obtain or maintain the necessary regulatory permits or approvals; and
    
    natural phenomena, labour disputes, equipment failure, delay in obtaining the required
contractors, equipment, operating parts or supplies, or other reasons cause a material
delay or disruption in Camecos plans.
     Canadian Royalties and Certain Taxes, Environmental Matters and Uranium
Concentrates Business,
  - 40 -




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Property Description and Location
        3 8
    - 41 -




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Site Accessibility, Climate, Local Resources, Infrastructure and Physiography
     Regulatory Approvals
  History
    - 42 -




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Geological Setting
  Exploration
      Mineralization
    - 43 -




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Drilling
 3 8 3 8
     Sampling and Analysis
      - 44 -




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3 8
       3 8
 3 8 3 8
   Security of Samples
    - 45 -




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Cigar Lake Resource and Reserve Estimates
 The Nuclear Business Uranium Concentrates Business-Reserves and Resources
  (a)
    
    Phase 1 mineral resources have been estimated within minimum mineralization
thickness of 1.0 metres and by applying a cut-off grade of 1%
U3O8 to the resource block model. This classification is based on
sampling density interpretation of geological continuity and estimation confidence.
The Phase 2 mineral resources have been estimated with a minimum mineralization
thickness of 2.5 metres and by applying a cut-off grade of 5.9%
U3O8 to the resource block model.(b)
    
    Phase 1 mineral resources have been estimated with no allowance for mining
dilution or mining recovery to the resource block model. Phase 2 mineral resources
incorporate an allowance of 0.5 metres of dilution material above and below the deposit
at 0% U3O8.(c)
    
    Mineral reserves have been estimated at a cut-off grade of 2.0%
U3O8 and a minimum mineral thickness of 1.5 metres applied to the
Phase 1 mineral resource block model, after estimating the diluted grade of the jet
boring system cavity.(d)
    
    Mineral reserves have been estimated with an allowance of 0.5 metres of
dilution material above and below the deposit, plus 20% external dilution at 0%
U3O8. Dilution from sump slimes and drilling cuttings is also
included as part of the 20% external dilution. Mineral reserves have been estimated
based on 90% mining recovery.(e)
    
    Mining rates are assumed to vary between 100 and 140 tonnes per day during peak
production and a full mill production rate of approximately 18 million pounds of
U3O8 per year based on 98.5% mill recovery.(f)
    
    An average uranium price of $54 (US) per pound U3O8 was
used to estimate the mineral reserves.(g)
    
    No known environmental, permitting, legal, title, taxation, socio-economic,
political, marketing or other issues are expected to materially affect the mineral
resource and mineral reserve estimates.
  (a)
    
    Grades (percentage U3O8) were obtained from chemical
assaying of drill core and checked against radiometric results. In areas of lost core
or missing samples, reliance was placed on radiometric grade determined from the gamma
probing.(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 $1.05 (reflecting the exchange rate at December 31, 2009).
  - 46 -




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(a)
    
    Mineral resources and 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)
    
    The geological interpretation of the ore body outline was done on section and
plan views derived from core drill hole information. Phase 1 mineral resources and
mineral reserves were estimated using a 3-dimensional block model. Phase 2 mineral
resources were estimated using a 2-dimension block model. For Phase 1, a block size of
4 metres x 4 metres x 1 metre was used. For Phase 2, an increased block size of 40
metres x 10 metres was used.(c)
    
    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.(d)
    
    Ordinary kriging served to estimate the grade and density of the blocks.(e)
    
    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.(f)
    
    Inferred mineral resources have a great amount of uncertainty as to their
existence and as to whether they can be mined legally or economically. It cannot be
assumed that all or any part of the inferred mineral resources will ever be upgraded to
a higher category.
  Decommissioning and Reclamation
    Mining Operations
   - 47 -




---



##### 



3 8
  Toll Milling Agreements
 Regulatory Approvals
  Toll Milling Agreements
  JEB Toll Milling Agreement
  3 8
  - 48 -




---



##### 



Rabbit Lake Toll Milling Agreement
 JEB Toll Milling Agreement
  .
    - 49 -




---



##### 



Water Inflow Incidents and Remediation
              - 50 -




---



##### 



Regulatory Approvals
   Regulatory Approvals
    - 51 -




---



##### 



Canadian
Environment Assessment Act
      Property Description and Location
    - 52 -




---



##### 



Production Forecast, Mine Life and Payback
 3 8 3 8
  
    
    Total mill production of 206.1 million pounds of U3O8 based on an
overall milling recovery of 98.5%;
 
    
    Total mine production of 557 thousand tonnes of ore;
 
    
    Average mill feed grade of 17% U3O8;
 
    
    Production is scheduled to start in mid-2013;
 
    
    Mining rate is variable to produce a constant production level of
U3O8. The average mine production varies annually from 100 to 140
tonnes per day during peak production depending on the grade of ore being mined;
 
    
    Three year ramp up to full production of approximately 18 million pounds of
U3O8 per year (recovered after milling); and
 
    
    Mine operating life of approximately 15 years.
  Caution Regarding
Forward-Looking Information and Statements Risk Factors The Nuclear
Business  Development Project  Cigar Lake
 3 8
 Exploration
    - 53 -




---



##### 



Reserves and Resources
  Qualified Persons
    
    Properties*Alain G. Mainville, Director, Mineral Resources Management, Cameco
David Bronkhorst, General Manager, McArthur River, Cameco
Greg Murdock, Technical Superintendent, McArthur River, Cameco
Lorne D. Schwartz, Chief Metallurgist, Mining Technical Services, Cameco
Les Yesnik, General Manager, Key Lake, Cameco
    
    McArthur River/Key Lake*Alain G. Mainville, Director, Mineral Resources Management, Cameco
C. Scott Bishop, Chief Mine Engineer, Cigar Lake, Cameco
Grant J.H. Goddard, General Manager, Cigar Lake, Cameco
Lorne D. Schwartz, Chief Metallurgist, Mining Technical Services, Cameco
    
    Cigar Lake*Alain G. Mainville, Director, Mineral Resources Management, Cameco
Charles J. Foldenauer, Deputy General Director, Operations, Inkai
    
    Inkai
 
 *
    
    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
   - 54 -




---



##### 



Uranium Reserves
  PROVEN
    
    
    PROBABLE
    
    
    TOTAL RESERVES(tonnes in thousands; pounds in millions)Camecosshare of
    
    
    EstimatedMining
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    content
    
    
    metallurgicalProperty
    
    method
    
    
    Tonnes
    
    
    %U3O8
    
    
    (lbs U3O8)
    
    
    Tonnes
    
    
    %U3O8
    
    
    (lbs U3O8)
    
    
    Tonnes
    
    
    %U3O8
    
    
    (lbs U3O8)
    
    
    (lbs U3O8)
    
    
    recovery (%)McArthur River
    
    UG
    
    
    498.5
    
    
    
    15.72
    
    
    
    172.7
    
    
    
    280.0
    
    
    
    26.33
    
    
    
    162.5
    
    
    
    778.5
    
    
    
    19.53
    
    
    
    335.2
    
    
    
    234.0
    
    
    
    98.7Cigar Lake
    
    UG
    
    
    130.5
    
    
    
    25.62
    
    
    
    73.7
    
    
    
    426.8
    
    
    
    14.41
    
    
    
    135.6
    
    
    
    557.3
    
    
    
    17.04
    
    
    
    209.3
    
    
    
    104.7
    
    
    
    98.5Rabbit Lake
    
    UG
    
    
    37.4
    
    
    
    0.75
    
    
    
    0.6
    
    
    
    1,059.0
    
    
    
    0.89
    
    
    
    20.7
    
    
    
    1,096.4
    
    
    
    0.88
    
    
    
    21.3
    
    
    
    21.3
    
    
    
    96.7Key Lake
    
    OP
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    0.6
    
    
    
    98.7Inkai
    
    ISR
    
    
    6,043.0
    
    
    
    0.08
    
    
    
    11.1
    
    
    
    83,434.0
    
    
    
    0.07
    
    
    
    123.6
    
    
    
    89,477.0
    
    
    
    0.07
    
    
    
    134.7
    
    
    
    80.9
    
    
    
    80.0Gas Hills-Peach
    
    ISR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,403.8
    
    
    
    0.13
    
    
    
    19.0
    
    
    
    6,403.8
    
    
    
    0.13
    
    
    
    19.0
    
    
    
    19.0
    
    
    
    72.0North Butte-Brown
Ranch
    
    ISR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,803.2
    
    
    
    0.10
    
    
    
    8.2
    
    
    
    3,803.2
    
    
    
    0.10
    
    
    
    8.2
    
    
    
    8.2
    
    
    
    80.0Smith Ranch-Highland
    
    ISR
    
    
    771.9
    
    
    
    0.12
    
    
    
    2.0
    
    
    
    1,931.1
    
    
    
    0.09
    
    
    
    3.9
    
    
    
    2,703.0
    
    
    
    0.10
    
    
    
    5.9
    
    
    
    5.9
    
    
    
    80.0Crow Butte
    
    ISR
    
    
    968.7
    
    
    
    0.11
    
    
    
    2.3
    
    
    
    493.1
    
    
    
    0.17
    
    
    
    1.8
    
    
    
    1,461.8
    
    
    
    0.13
    
    
    
    4.1
    
    
    
    4.1
    
    
    
    85.0Total:
    
    
    
    
    
    
    8,511.9
    
    
    
    
    
    
    
    263.1
    
    
    
    97,831.0
    
    
    
    
    
    
    
    475.3
    
    
    
    106,342.9
    
    
    
    
    
    
    
    738.4
    
    
    
    478.7
 
 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 $54 (US)/lb U3O8 was used to estimate mineral reserves.7.
    
    The key economic parameters underlying the mineral reserves include an exchange rate of $1.00 US=$1.05 Cdn (reflecting the exchange rate at December 31, 2009).8.
    
    No known environmental, permitting, legal, title, taxation, socio-economic, political, marketing or other issues are expected to materially affect the above estimates of mineral reserves except for the potential Inkai permitting issue discussed at Inkai  Mineral Resources and Mineral Reserve Estimates.9.
    
    Totals may not add up due to rounding.10.
    
    Smith Ranch, Highland and Reynolds Ranch are now reported under Smith Ranch  Highland as they are all part of the same operation.   - 55 -




---



##### 



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.
  TOTAL MEASURED ANDMEASURED
    
    
    INDICATED
    
    
    INDICATED(tonnes in thousands; pounds in millions)CamecosMining
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    shareProperty
    
    method
    
    
    Tonnes
    
    
    % U3O8
    
    
    (lbs U3O8)
    
    
    Tonnes
    
    
    % U3O8
    
    
    (lbs U3O8)
    
    
    Tonnes
    
    
    % U3O8
    
    
    (lbs U3O8)
    
    
    (lbs U3O8)McArthur River
    
    UG
    
    
    162.9
    
    
    
    6.39
    
    
    
    22.9
    
    
    
    39.9
    
    
    
    8.37
    
    
    
    7.4
    
    
    
    202.8
    
    
    
    6.78
    
    
    
    30.3
    
    
    
    21.1Cigar Lake
    
    UG
    
    
    8.4
    
    
    
    2.07
    
    
    
    0.4
    
    
    
    15.6
    
    
    
    2.35
    
    
    
    0.8
    
    
    
    24.0
    
    
    
    2.27
    
    
    
    1.2
    
    
    
    0.6Rabbit Lake
    
    UG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    792.5
    
    
    
    0.59
    
    
    
    10.4
    
    
    
    792.5
    
    
    
    0.59
    
    
    
    10.4
    
    
    
    10.4Dawn Lake
    
    OP, UG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    7.4Millennium
    
    UG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    468.9
    
    
    
    4.53
    
    
    
    46.8
    
    
    
    468.9
    
    
    
    4.53
    
    
    
    46.8
    
    
    
    19.6Tamarack
    
    UG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183.8
    
    
    
    4.42
    
    
    
    17.9
    
    
    
    183.8
    
    
    
    4.42
    
    
    
    17.9
    
    
    
    10.3Inkai
    
    ISR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,291.0
    
    
    
    0.07
    
    
    
    21.9
    
    
    
    13,291.0
    
    
    
    0.07
    
    
    
    21.9
    
    
    
    13.1Gas Hills-Peach
    
    ISR
    
    
    1,964.2
    
    
    
    0.08
    
    
    
    3.4
    
    
    
    1,418.2
    
    
    
    0.07
    
    
    
    2.3
    
    
    
    3,382.4
    
    
    
    0.08
    
    
    
    5.7
    
    
    
    5.7North Butte-Brown
Ranch
    
    ISR
    
    
    762.1
    
    
    
    0.08
    
    
    
    1.4
    
    
    
    4,012.0
    
    
    
    0.07
    
    
    
    6.0
    
    
    
    4,774.1
    
    
    
    0.07
    
    
    
    7.4
    
    
    
    7.4Smith Ranch-Highland
    
    ISR
    
    
    2,834.9
    
    
    
    0.10
    
    
    
    6.0
    
    
    
    13,170.9
    
    
    
    0.06
    
    
    
    17.0
    
    
    
    16,005.8
    
    
    
    0.07
    
    
    
    23.0
    
    
    
    23.0Crow Butte
    
    ISR
    
    
    64.3
    
    
    
    0.23
    
    
    
    0.3
    
    
    
    2,322.2
    
    
    
    0.20
    
    
    
    10.1
    
    
    
    2,386.5
    
    
    
    0.20
    
    
    
    10.4
    
    
    
    10.4Ruby Ranch
    
    ISR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,215.3
    
    
    
    0.08
    
    
    
    4.1
    
    
    
    2,215.3
    
    
    
    0.08
    
    
    
    4.1
    
    
    
    4.1Ruth
    
    ISR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,080.5
    
    
    
    0.09
    
    
    
    2.1
    
    
    
    1,080.5
    
    
    
    0.09
    
    
    
    2.1
    
    
    
    2.1Shirley Basin
    
    ISR
    
    
    89.2
    
    
    
    0.16
    
    
    
    0.3
    
    
    
    1,638.2
    
    
    
    0.11
    
    
    
    4.1
    
    
    
    1,727.4
    
    
    
    0.12
    
    
    
    4.4
    
    
    
    4.4Total
    
    
    
    
    
    
    5,886.0
    
    
    
    
    
    
    
    34.7
    
    
    
    40,996.0
    
    
    
    
    
    
    
    163.8
    
    
    
    46,882.0
    
    
    
    
    
    
    
    198.5
    
    
    
    139.6
 
 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.6.
    
    Smith Ranch, Highland, Reynolds Ranch and Northwest Unit are now reported under Smith Ranch  Highland as they are all part of the same operation.  - 56 -




---



##### 



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(tonnes in thousands; pounds in millions)Mining
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    Camecos shareProperty
    
    Method
    
    
    Tonnes
    
    
    % U3O8
    
    
    (lbs U3O8)
    
    
    (lbs U3O8)McArthur River
    
    UG
    
    
    604.2
    
    
    
    11.97
    
    
    
    159.4
    
    
    
    111.3Cigar Lake
    
    UG
    
    
    480.4
    
    
    
    12.61
    
    
    
    133.5
    
    
    
    66.8Rabbit Lake
    
    UG
    
    
    119.8
    
    
    
    0.36
    
    
    
    0.9
    
    
    
    0.9Millennium
    
    UG
    
    
    214.3
    
    
    
    2.06
    
    
    
    9.7
    
    
    
    4.1Tamarack
    
    UG
    
    
    45.6
    
    
    
    1.02
    
    
    
    1.0
    
    
    
    0.6Inkai
    
    ISR
    
    
    254,696.0
    
    
    
    0.05
    
    
    
    255.1
    
    
    
    153.0Gas Hills-Peach
    
    ISR
    
    
    861.5
    
    
    
    0.07
    
    
    
    1.3
    
    
    
    1.3North Butte-Brown
Ranch
    
    ISR
    
    
    640.6
    
    
    
    0.06
    
    
    
    0.9
    
    
    
    0.9Smith Ranch-Highland
    
    ISR
    
    
    6,370.1
    
    
    
    0.05
    
    
    
    6.6
    
    
    
    6.6Crow Butte
    
    ISR
    
    
    2,843.7
    
    
    
    0.11
    
    
    
    6.7
    
    
    
    6.7Ruby Ranch
    
    ISR
    
    
    56.2
    
    
    
    0.14
    
    
    
    0.2
    
    
    
    0.2Ruth
    
    ISR
    
    
    210.9
    
    
    
    0.08
    
    
    
    0.4
    
    
    
    0.4Shirley Basin
    
    ISR
    
    
    508.0
    
    
    
    0.10
    
    
    
    1.1
    
    
    
    1.1Total
    
    
    
    
    
    
    267,651.3
    
    
    
    
    
    
    
    576.8
    
    
    
    353.9
 
 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.  - 57 -




---



##### 



Uranium Reserves Reconciliation
  
    
    mining and milling activities, which used 22 million pounds
    
    identifying additional reserves   14 million pounds at McArthur River and 8 million
pounds at Rabbit Lake
    
    reclassifying reserves to resources  8 million pounds at Cigar Lake and 5.5 million
pounds at Ruby Ranch and Ruth
 Reconciliation of Camecos Share of Uranium Reserves  3 8
 December 31
    
    
    2009
    
    
    2009Addition
    
    
    December 312008
    
    
    Throughput1
    
    
    (Deletion)2
    
    
    2009Reserves
 ProvenCigar Lake
    
    
    113,222
    
    
    
    
    
    
    
    (76,361
    )
    
    
    36,861Crow Butte
    
    
    2,202
    
    
    
    (884
    )
    
    
    998
    
    
    
    2,316Inkai
    
    
    8,193
    
    
    
    (1,519
    )
    
    
    
    
    
    
    6,674Key Lake
    
    
    590
    
    
    
    
    
    
    
    
    
    
    
    590McArthur River
    
    
    118,752
    
    
    
    (13,226
    )
    
    
    15,052
    
    
    
    120,578Rabbit Lake
    
    
    780
    
    
    
    (7
    )
    
    
    (156
    )
    
    
    617Smith Ranch-Highland(3)
    
    
    3,024
    
    
    
    (2,164
    )
    
    
    1,119
    
    
    
    1,979Total Proven Reserves
    
    
    246,763
    
    
    
    (17,800
    )
    
    
    (59,348
    )
    
    
    169,615Reserves
 ProbableCigar Lake
    
    
    
    
    
    
    
    
    
    
    67,819
    
    
    
    67,819Crow Butte
    
    
    2,837
    
    
    
    
    
    
    
    (997
    )
    
    
    1,840Gas Hills  Peach
    
    
    19,684
    
    
    
    
    
    
    
    (700
    )
    
    
    18,984Inkai
    
    
    76,874
    
    
    
    (287
    )
    
    
    (2,420
    )
    
    
    74,167McArthur River
    
    
    113,442
    
    
    
    
    
    
    
    
    
    
    
    113,442North Butte
 Brown Ranch
    
    
    8,524
    
    
    
    
    
    
    
    (316
    )
    
    
    8,208Rabbit Lake
    
    
    16,745
    
    
    
    (3,896
    )
    
    
    7,857
    
    
    
    20,706Ruby Ranch
    
    
    3,807
    
    
    
    
    
    
    
    (3,807
    )
    
    
    Ruth
    
    
    1,689
    
    
    
    
    
    
    
    (1,689
    )
    
    
    Smith Ranch-Highland(3)
    
    
    4,701
    
    
    
    (194
    )
    
    
    (575
    )
    
    
    3,932Total Probable Reserves
    
    
    248,303
    
    
    
    (4,377
    )
    
    
    65,172
    
    
    
    309,098Total Reserves
    
    
    495,066
    
    
    
    (22,177
    )
    
    
    5,824
    
    
    
    478,713
 
 Notes:1.
    
    Corresponds to millfeed. The discrepancy between the 2009 millfeed and Camecos share of 2009 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.3.
    
    Smith Ranch, Highland and Reynolds Ranch are now reported under Smith Ranch  Highland as they are all part of the same
operation.  - 58 -




---



##### 



Uranium Resources Reconciliation
  
    
    adding 20 million pounds of resources at Tamarack, Rabbit Lake and Crow Butte
    
    upgrading 14 million pounds of resources to reserves at McArthur River, Zone 4
    
    downgrading 5.5 million pounds of reserves to resources at Ruby Ranch and Ruth
 Reconciliation of Camecos Share of Uranium Resources  3 8
 2009 AdditionDecember 31, 2008
    
    
    (Deletion)1
    
    
    December 31, 2009Resources
 MeasuredCigar
    
    
    
    
    
    
    193
    
    
    
    193Crow Butte
    
    
    322
    
    
    
    
    
    
    
    322Gas Hills
 Peach
    
    
    3,346
    
    
    
    26
    
    
    
    3,372McArthur River
    
    
    29,578
    
    
    
    (13,573
    )
    
    
    16,005North Butte
 Brown Ranch
    
    
    1,857
    
    
    
    (491
    )
    
    
    1,366Ruby Ranch
    
    
    128
    
    
    
    (128
    )
    
    
    Ruth
    
    
    216
    
    
    
    (216
    )
    
    
    Shirley Basin
    
    
    304
    
    
    
    
    
    
    
    304Smith Ranch-Highland(2)
    
    
    5,292
    
    
    
    660
    
    
    
    5,952Total Measured Resources
    
    
    41,043
    
    
    
    (13,529
    )
    
    
    27,514Resources-IndicatedCigar Lake
    
    
    3,282
    
    
    
    (2,877
    )
    
    
    405Crow Butte
    
    
    6,555
    
    
    
    3,594
    
    
    
    10,149Dawn Lake
    
    
    7,436
    
    
    
    
    
    
    
    7,436Gas Hills
 Peach
    
    
    2,310
    
    
    
    (42
    )
    
    
    2,268Inkai
    
    
    10,698
    
    
    
    2,420
    
    
    
    13,118McArthur River
    
    
    5,136
    
    
    
    
    
    
    
    5,136Millennium
    
    
    19,643
    
    
    
    
    
    
    
    19,643North Butte
 Brown Ranch
    
    
    6,303
    
    
    
    (319
    )
    
    
    5,984Rabbit Lake
    
    
    4,132
    
    
    
    6,240
    
    
    
    10,372Ruby Ranch
    
    
    143
    
    
    
    3,935
    
    
    
    4,078Ruth
    
    
    192
    
    
    
    1,905
    
    
    
    2,097Shirley Basin
    
    
    4,085
    
    
    
    
    
    
    
    4,085Smith Ranch-Highland(2)
    
    
    16,962
    
    
    
    
    
    
    
    16,962Tamarack
    
    
    
    
    
    
    10,288
    
    
    
    10,288Total Indicated Resources
    
    
    86,877
    
    
    
    25,144
    
    
    
    112,021Total Measured & Indicated
    
    
    127,920
    
    
    
    11,615
    
    
    
    139,535
 
 Notes: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.2.
    
    Smith Ranch, Highland, Reynolds Ranch and Northwest Unit are now reported under Smith Ranch  Highland
as they are all part of the same operation.  - 59 -




---



##### 



Reconciliation of Camecos Share of Uranium Resources  3 8
 2009 AdditionDecember 31, 2008
    
    
    (Deletion)1
    
    
    December 31, 2009Resources
 InferredCigar Lake
    
    
    59,105
    
    
    
    7,687
    
    
    
    66,792Crow Butte
    
    
    6,347
    
    
    
    347
    
    
    
    6,694Gas Hills
 Peach
    
    
    1,090
    
    
    
    199
    
    
    
    1,289Inkai
    
    
    153,049
    
    
    
    
    
    
    
    153,049McArthur River
    
    
    97,038
    
    
    
    14,240
    
    
    
    111,278Millennium
    
    
    4,089
    
    
    
    
    
    
    
    4,089North Butte
 Brown Ranch
    
    
    966
    
    
    
    (66
    )
    
    
    900Rabbit Lake
    
    
    5,717
    
    
    
    (4,775
    )
    
    
    942Ruby Ranch
    
    
    167
    
    
    
    
    
    
    
    167Ruth
    
    
    365
    
    
    
    
    
    
    
    365Shirley Basin
    
    
    1,132
    
    
    
    
    
    
    
    1,132Smith Ranch-Highland(2)
    
    
    6,560
    
    
    
    
    
    
    
    6,560Tamarack
    
    
    
    
    
    
    591
    
    
    
    591Total Inferred Resources
    
    
    335,625
    
    
    
    18,223
    
    
    
    353,848
 
 Notes: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.2.
    
    Smith Ranch, Highland, Reynolds Ranch and Northwest Unit are now reported under Smith Ranch  Highland
as they are all part of the same operation. Uranium Fuel Conversion Services
 Market Background
 Demand
 6 2
 6 2
 2 6 6 2 2 2
 Supply
 6 2
 3 6
  - 60 -




---



##### 



6 6
 6 6 Uranium Concentrates Business
 6
 Prices
   Marketing of Conversion Services
 UF 6
 6 6 6
 6
 UO 2
 2 2
 Operations
    - 61 -




---



##### 



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
 6 6 6
   - 62 -




---



##### 



6
 2 6
  Cameco Fuel Manufacturing Inc. (renamed from Zircatec)  Fuel Fabrication
  2
 2
 Bruce Power LP  The Generating Facilities  New Fuel Program
   Environmental Matters
 Overview of Impacts
    - 63 -




---



##### 



6 Nuclear Business  Uranium Fuel Conversion Services  Operations 6
 2 6 2
 6 6 2
   - 64 -




---



##### 



2 2
 6 6 6
     Cameco Policies
    - 65 -




---



##### 



Cameco Programs
      - 66 -




---



##### 



Regulatory Compliance
   .
 Canadian Regulatory Compliance
  Canadian Environmental Protection Act
  OMOE Proposed Uranium-in-Air Standard
     - 67 -




---



##### 



Saskatchewan Environmental Legislation Review
 Environmental Management and Protection
Act, 2009 Environmental Assessment Act Forest Resources
Management Act
   CNSC
   US Regulatory Compliance
     - 68 -




---



##### 



Decommissioning and Reclamation
       - 69 -




---



##### 



Saskatchewan 
  Ontario 
 Camecos US operations US Regulatory Compliance
   Fuel Services Waste Management
       - 70 -




---



##### 



Government Regulation
   Treaty on the Non-Proliferation of Nuclear Weapons (the NPT)
  Canadian Uranium Industry Regulation
  Mine Ownership Restriction
    - 71 -




---



##### 



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
  US Uranium Industry Regulation
 Atomic Energy Act of
1954
  - 72 -




---



##### 



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
  The Crown Minerals Act The Crown
Minerals Act The Mineral Disposition Regulations, 1986
  - 73 -




---



##### 



US Operations
   - 74 -




---



##### 



Canadian Royalties and Certain Taxes
 Crown Mineral Royalty Schedule
  3 8
 Tiered
    
    Canadian Dollar ($/lb U3O8)Royalty Rate
    
    Sales Price in Excess of:6
    %
    
    $
    17.82Plus
    
    
    4
    %
    
    $
    26.74Plus
    
    
    5
    %
    
    $
    35.65
   
  
  Canadian Income Taxes
   - 75 -




---



##### 



US Taxes
   Kazakhstan Taxes
 Mining Properties  Inkai
 Employees
  BRUCE POWER LP  NUCLEAR ELECTRICAL GENERATION
 
 Overview
 Business
    - 76 -




---



##### 



2
  Acquisition of Interest
    Cameco Fuel Management
 2005 Bruce Power Restructuring
       - 77 -




---



##### 



Bruce Power-OPG Lease
     The Generating Facilities
 Overview
   - 78 -




---



##### 



New Fuel Program
    Operating Life Assessment
  .
   - 79 -




---



##### 



CANDU Technology
    Employees
  Cameco Fuel Management
 2 2
 2
  - 80 -




---



##### 



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).
     Nuclear Fuel
Waste Act
  - 81 -




---



##### 



Nuclear Fuel Waste Act
 Federal Regulation
 Government Regulation  Canadian Uranium Industry
Regulation Nuclear Liability Act
   Ontarios Electricity Regulation
    - 82 -




---



##### 



Overview  2005 Bruce Power Restructuring
     RISK FACTORS
 
 Caution Regarding
Forward-Looking Information and Statements
 Risks Relating to Cameco Generally
 Cameco is subject to a number of operational risks and Cameco may not be adequately insured
for certain risks
 6 6 6
  - 83 -




---



##### 



Governmental Regulation and Policy Risks
     - 84 -




---



##### 



Political Risk
        - 85 -




---



##### 



The Nuclear
Business  Mining Properties  Inkai  Project Description and Location.
 Cameco may experience difficulties with its joint venture partners.
  Litigation
 Legal Proceedings
 Tailings Capacity Constraints
        - 86 -




---



##### 



Labour Relations
   Imprecision of Reserve and Resource Estimates
    Production Estimates may be inaccurate
     - 87 -




---



##### 



Exploration and Development activities may not be successful
      - 88 -




---



##### 



Environmental, health and safety risk
   Cameco may be unable to enforce its legal rights in certain circumstances
   Properties may be subject to defects in title
     - 89 -




---



##### 



Counterparty/Credit Risk
  Customers
  Suppliers
    Hedging Counterparties
    Currency Fluctuations
    - 90 -




---



##### 



Decommissioning and Reclamation
  Disclosure and Internal Controls
  Key Personnel
  Camecos success depends on its ability to attract and retain qualified personnel
  Prospects may suffer due to enhanced competition for mineral acquisition opportunities
   - 91 -




---



##### 



Risks Relating to Nuclear Business
 Volatility and Sensitivity to Prices
 3 8
 6 3 8 6
 Range of Spot Uranium Prices (1)  (US $/lb of U 3 O 8 )
 2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009SpotHigh
    
    
    9.40
    
    
    
    9.50
    
    
    
    10.20
    
    
    
    14.40
    
    
    
    20.50
    
    
    
    36.50
    
    
    
    72.00
    
    
    
    135.00
    
    
    
    75.00
    
    
    
    51.00Low
    
    
    7.10
    
    
    
    7.20
    
    
    
    9.70
    
    
    
    10.10
    
    
    
    15.60
    
    
    
    21.20
    
    
    
    37.50
    
    
    
    75.00
    
    
    
    46.00
    
    
    
    42.00
 
 (1)
    
    Source: The Nuexco Exchange Value, published by TradeTech. Spot prices reflect the spot
price for all uranium other than of CIS origin. Range of Spot UF 6 Conversion Values (1)  (US$/kg U)
 2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009SpotHigh
    
    
    3.25
    
    
    
    5.25
    
    
    
    5.25
    
    
    
    6.50
    
    
    
    9.00
    
    
    
    12.00
    
    
    
    11.75
    
    
    
    11.75
    
    
    
    9.00
    
    
    
    8.50Low
    
    
    2.35
    
    
    
    3.65
    
    
    
    5.05
    
    
    
    4.90
    
    
    
    6.80
    
    
    
    11.00
    
    
    
    11.00
    
    
    
    8.00
    
    
    
    8.00
    
    
    
    5.50
 
 (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. Range of Long-Term Uranium Prices (1)  (US $/lb of U 3 O 8 )
 2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009SpotHigh
    
    
    9.85
    
    
    
    10.50
    
    
    
    10.75
    
    
    
    15.50
    
    
    
    25.00
    
    
    
    36.00
    
    
    
    69.00
    
    
    
    95.00
    
    
    
    95.00
    
    
    
    69.00Low
    
    
    9.25
    
    
    
    9.25
    
    
    
    10.40
    
    
    
    10.60
    
    
    
    16.50
    
    
    
    26.00
    
    
    
    37.00
    
    
    
    75.00
    
    
    
    70.00
    
    
    
    60.00
 
 (1)
    
    Source: The Nuexco Exchange Value, published by TradeTech. Long-term prices reflect the
long-term price for all uranium. Range of Long-Term UF 6 Conversion Values (1)  (US$/kg U)
 2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    2007
    
    2008
    
    2009SpotHigh
    
    
    3.25
    
    
    
    5.25
    
    
    
    5.25
    
    
    
    6.00
    
    
    
    10.00
    
    
    
    12.00
    
    
    
    12.25
    
    
    
    12.25
    
    
    
    12.25
    
    
    
    12.25Low
    
    
    3.25
    
    
    
    4.00
    
    
    
    5.20
    
    
    
    5.20
    
    
    
    6.50
    
    
    
    12.00
    
    
    
    11.50
    
    
    
    12.25
    
    
    
    12.25
    
    
    
    11.00
  - 92 -




---



##### 



(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 Inflow Incidents and Remediation
    Technical Challenges
   Replacement of Depleted Reserves
   - 93 -




---



##### 



Aboriginal Title and Consultation Issues
     Competition from Other Energy Sources and Public Acceptance of Nuclear Energy
   - 94 -




---



##### 



Dependence on Limited Number of Customers
 3 8 6 6 2 2
 Uranium Industry Competition and International Trade Restrictions
  6
 Reduced Liquidity and Difficulty in Obtaining Future Financing
  Technical Obsolescence
  Risks Relating to Nuclear Electrical Generation
 Generation and Technology Risks
   - 95 -




---



##### 



Nuclear Operations
   Bruce Power
LP  The Generating Facilities  Operating Life Assessment
  Unplanned or Extended Outages
  Labour Relations
  Government Regulation
   - 96 -




---



##### 



Bruce
Power LP  The Generating Facilities  New Fuel Program
  Fuel Fabrication Defects and Product Liability
    Nuclear Waste Management and Decommissioning
    - 97 -




---



##### 



Restructuring of Ontarios Electricity Industry
   Spot Market Electricity Prices
   Reliance on Single Contractors
 3 8 2
 Reliance on Transmission Systems
  Effects of Weather and Economic Conditions
    - 98 -




---



##### 



Credit Risk
   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
   - 99 -




---



##### 



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
   - 100 -




---



##### 



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;
  - 101 -




---



##### 



person
 (i)
    
    one is a corporation of which the other is an officer or director;(ii)
    
    one is a corporation that is controlled by the other or by a group of persons of which the other is a member;(iii)
    
    one is a partnership of which the other is a partner;(iv)
    
    one is a trust of which the other is a trustee;(v)
    
    both are corporations controlled by the same person;(vi)
    
    both are members of a voting trust or parties to an arrangement that relates to voting securities of Cameco; or(vii)
    
    both are at the same time associates, within the meaning of any of (i) to (vi) above, of the
same person; provided that:
 (A)
    
    if a resident who, but for this paragraph, would be an associate of a
non-resident submits to Cameco a statutory declaration stating that no voting
securities are held, directly or indirectly, for a non-resident, that resident and
non-resident are not associates of each other, provided the statutory declaration is
not false;(B)
    
    two corporations are not associates pursuant to (vii) above by reason only that
each is an associate of the same person pursuant to (i) above;(C)
    
    if any person appears to Cameco to hold voting securities to which are attached
not more than the lesser of four one-hundredths of one percent of the votes that may
ordinarily be cast to elect directors of Cameco and 10,000 such votes, that person is
not an associate of any other person and no other person is an associate of that person
in relation to those voting securities;
 control
 beneficial ownership
 Other Restrictions
  The Saskatchewan Mining Development Corporation Reorganization Act
   - 102 -




---



##### 



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)
    
    Current as of August 2009.(2)
    
    Current as of August 2009.(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
    - 103 -




---



##### 



2009
    
    2008
    
    2007Cash dividends declared per common share
    
    $
    0.24
    
    
    $
    0.24
    
    
    $
    0.20
 LEGAL PROCEEDINGS
 
  2009 FINANCIAL STATEMENTS
 
  MANAGEMENTS DISCUSSION AND ANALYSIS
 
  MARKET FOR SECURITIES
 
    - 104 -




---



##### 



Price Range and Trading Volume of Common Shares
  TSX2009
    
    High ($)
    
    Low ($)
    
    VolumeJanuary
    
    
    24.82
    
    
    
    19.90
    
    
    
    24,883,403February
    
    
    21.37
    
    
    
    16.01
    
    
    
    54,896,992March
    
    
    22.70
    
    
    
    17.01
    
    
    
    41,029,786April
    
    
    27.99
    
    
    
    20.41
    
    
    
    30,172,130May
    
    
    31.68
    
    
    
    26.75
    
    
    
    29,993,509June
    
    
    32.00
    
    
    
    26.78
    
    
    
    26,825,175July
    
    
    30.11
    
    
    
    26.40
    
    
    
    16,595,313August
    
    
    31.98
    
    
    
    28.57
    
    
    
    17,396,194September
    
    
    32.97
    
    
    
    28.10
    
    
    
    21,180,759October
    
    
    33.43
    
    
    
    27.90
    
    
    
    24,019,323November
    
    
    32.29
    
    
    
    28.80
    
    
    
    19,155,979December
    
    
    34.50
    
    
    
    30.46
    
    
    
    19,431,468
 DIRECTORS AND OFFICERS
 Directors
 Name, Office held in Corporation andMunicipality of Residence
    
    Principal Occupation or Employment
    
    Director Since(1)JOHN H. CLAPPISON (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.
    
    
    1999JAMES R. CURTISS (5, 6)
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 (3, 5, 6)
Toronto, Ontario, Canada
    
    Corporate Director, 1998 to present.
    
    
    1996DONALD H.F.
DERANGER (2, 4)
Prince Albert, Saskatchewan, Canada
    
    Athabasca Vice Chief of the Prince
Alberta Grand Council since 2003;
President of Points Athabasca
Contracting Ltd. since 2001.
    
    
    2009JAMES K.
GOWANS (2, 4, 6)
Toronto, Ontario, Canada
    
    COO and Chief Technical Officer of
DeBeers SA since March 2010;
President and CEO of DeBeers Canada
Inc. since April 2006; prior: Senior
Vice-President and COO of PT Inco in
Indonesia from 2002-2006.
    
    
    2009
  - 105 -




---



##### 



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 January 2003.
    
    
    2000NANCY E. HOPKINS,
Q.C. (3, 6)
Saskatoon, Saskatchewan, Canada
    
    Lawyer, Partner, McDougall Gauley
LLP, 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.
    
    
    2003J.W. GEORGE
IVANY (3, 4, 5)
Kelowna, British Columbia, Canada
    
    Corporate Director, 1999 to present.
    
    
    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)
Saskatoon, Saskatchewan, Canada
    
    President and Chief Executive
Officer, Claude Resources Inc. March
1, 2004 to present.
    
    
    2002ROBERT 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)
Calgary, Alberta, Canada
    
    Corporate Director, November 2001 to
present.
    
    
    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. Officers
 Name, Office held in Corporation and Municipality ofResidence
    
    Principal Occupation or Employment for Past Five YearsVICTOR J. ZALESCHUK
Chair

Calgary, Alberta, Canada
    
    Corporate Director, November 2001 to present.GERALD W. GRANDEY
President and Chief Executive Officer

Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2003.
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##### 



Name, Office held in Corporation and Municipality ofResidence
    
    Principal Occupation or Employment for Past Five YearsTIMOTHY S. GITZEL
    
    Assumed current position January 2007; prior:Senior Vice-President and Chief Operating Officer

Saskatoon, Saskatchewan, Canada
    
    Executive Vice-President, mining business unit, AREVA
June 2004 to January 2007; President and Chief
Executive Officer, Cogema Resources Inc. September
2001 to June 2004.GEORGE B. ASSIE 
Senior Vice-President, Marketing and Business Development

Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2003.O. KIM GOHEEN
Senior Vice-President
and Chief Financial Officer 

Saskatoon, Saskatchewan, Canada
    
    Assumed current position August 2004.GRANT E. ISAAC
Senior Vice-President, Corporate Services

Saskatoon, Saskatchewan, Canada
    
    Assumed current position July 13, 2009; prior: Dean
of Edwards School of Business (formerly College of
Commerce), University of Saskatchewan from 2006 to
2009; Professor at the University of Saskatchewan
from 2000-2006.GARY M.S. CHAD, Q.C.
Senior Vice-President, Governance, Law 

and Corporate Secretary
Saskatoon, Saskatchewan, Canada
    
    Assumed current position January 2000.
  Cease Trade Orders, Bankruptcies, Penalties or Sanctions
  (a)
    
    was the subject of a cease trade or similar order or an order that denied that company access
to any statutory exemptions for a period exceeding 30 consecutive days;
 (b)
    
    was subject to an event that resulted, after the director or executive officer ceased to be a
director or executive officer, in the company being the subject of a cease trade or similar
order or an order that denied that issuer access to any statutory exemptions for a period
exceeding 30 consecutive days; or
 (c)
    
    within a year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold the assets of that issuer.
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##### 



(a)
    
    any penalties or sanctions imposed by a court relating to securities legislation or by a
securities regulatory authority or has entered into a settlement agreement with a securities
regulatory authority; or(b)
    
    any other penalties or sanctions imposed by a court or regulatory body that would likely be
considered important to a reasonable investor in making an investment decision.
 Interest of Management and Others in Material Transactions
  AUDIT COMMITTEE
 Audit Committee Charter
 www.cameco.com
 Composition of the Audit Committee
  Relevant Education and Experience
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---



##### 



Fees Paid to External Auditors
  % of
    
    
    
    
    
    
    % ofTotal
    
    
    
    
    
    
    Total2009
    
    
    Fees
    
    
    2008
    
    
    FeesAudit Fees:Cameco
    
    $
    1,756,900
    
    
    
    49.2
    %
    
    $
    1,388,760
    
    
    
    44.6
    %Centerra and other subsidiaries
    
    
    978,600
    
    
    
    27.4
    %
    
    
    1,197,276
    
    
    
    38.5
    %Total Audit Fees
    
    $
    2,735,500
    
    
    
    76.6
    %
    
    $
    2,586,036
    
    
    
    83.1
    %Audit-Related Fees:Cameco
    
    $
    219,800
    
    
    
    6.1
    %
    
    $
    98,200
    
    
    
    3.1
    %Centerra and other subsidiaries
    
    
    32,300
    
    
    
    0.9
    %
    
    
    
    
    
    
    Translation services
    
    
    424,000
    
    
    
    11.9
    %
    
    
    170,000
    
    
    
    5.5
    %Pensions
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    0.5
    %Total Audit-Related Fees
    
    $
    676,100
    
    
    
    18.9
    %
    
    $
    283,200
    
    
    
    9.1
    %Tax Fees:Compliance
    
    $
    40,000
    
    
    
    1.1
    %
    
    $
    121,500
    
    
    
    3.9
    %Planning and advice
    
    
    122,400
    
    
    
    3.4
    %
    
    
    122,300
    
    
    
    3.9
    %Total Tax Fees
    
    $
    162,400
    
    
    
    4.5
    %
    
    $
    243,800
    
    
    
    7.8
    %All Other Fees:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Fees:
    
    $
    3,574,000
    
    
    
    100.0
    %
    
    $
    3,113,036
    
    
    
    100.0
    %
 External Audit Pre-Approval Practices
  MATERIAL CONTRACTS
 
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---



##### 



(a)
    
    On September 16, 2005, Cameco entered into the Third Supplemental Indenture with CIBC Mellon
Trust Company in connection with the issuance on September 16, 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.(b)
    
    On September 2, 2009, Cameco entered into the Fourth Supplemental Indenture with CIBC Mellon
Trust Company in connection with the issuance on September 2, 2009 of $500 million principal
amount of 5.67% unsecured debentures due in 2019. This Fourth Supplemental Indenture,
together with the July 12, 1999 original indenture, sets out the terms and conditions
pertaining to the $500 million principal amount of 5.67% unsecured debentures due in 2019.
For more details on these debentures, see Description of Securities-Rating of Securities.
 INTEREST OF EXPERTS
 
 Name of Experts
  The Nuclear Business  Reserves and Resources
 Interest of Experts
   ADDITIONAL INFORMATION
 
   - 110 -




---



##### 



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



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.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.
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---



##### 



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.
 Internal Controls
 1.
    
    Receive from management a statement of the corporations system of internal controls over
accounting and financial reporting.
  - 113 -




---



##### 



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 the
corporations disclosure of financial information extracted from the 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:
 (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
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##### 



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.3.
    
    Review and approve the mandate for the internal auditor and the scope of annual work planned
by the internal auditor, 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
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---



##### 



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 environment 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.Receive periodically a summary report from the senior vice-president governance, law and
corporate secretary on such matters as required by the code of conduct and ethics.
 4.
    
    Monitor managements implementation of the code of conduct and ethics and the international
business conduct policy and review compliance therewith by, among other things, obtaining an
annual report summarising statements of compliance by employees pursuant to such policies and
reviewing the findings of any investigations of non-compliance. Periodically review the
adequacy and appropriateness of such policies and make recommendations to the board thereon.5.
    
    Monitor managements implementation of the anti-fraud policy; and review compliance therewith
by, among other things, receiving reports from management on:
 (a)
    
    any investigations of fraudulent activity;(b)
    
    monitoring activities in relation to fraud risks and controls; and(c)
    
    assessments of fraud risk.
  6.
    
    Review all proposed related party transactions and situations involving a directors, senior
officers or an affiliates potential or actual conflict of interest that are not required to
be dealt with by an independent committee pursuant to securities law rules, other than
routine transactions and situations arising in the ordinary course of business, consistent
with past practice. Between scheduled committee meetings, the chair of the committee, on
behalf of the
  - 116 -




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##### 



committee, is authorised to review all such transactions and situations. At the next committee
meeting, the chair shall report the results of such review. Ensure that political and charitable
donations conform with policies and budgets approved by the board.
 7.
    
    Monitor management of hedging, debt and credit, make recommendations to the board respecting
policies for management of such risks, and review the corporations compliance therewith.8.
    
    Approve the review and approval process for 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)
    
    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)
    
    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, 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.
  - 117 -