##### 



EXHIBIT 99. 1




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Cameco Corporation
 ANNUAL INFORMATION FORM
 For the Year Ended December 31, 2005
 Dated March 17, 2006




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Cameco Corporation
Annual Information Form
Table of Contents
 REPORTING CURRENCY AND FINANCIAL INFORMATION
    
    
    1NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    1NOTE REGARDING RESERVES AND RESOURCES
    
    
    1INCORPORATION AND SUBSIDIARIES
    
    
    3GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    4Three-Year Highlights
    
    
    42006 Expected Material Developments
    
    
    6THE NUCLEAR BUSINESS
    
    
    6Overview
    
    
    6Uranium Concentrates Business
    
    
    7Market Background
    
    
    7Marketing
    
    
    10Mining Properties
    
    
    11McArthur River
    
    
    11Rabbit Lake
    
    
    16Crow Butte
    
    
    17Smith Ranch-Highland
    
    
    17Development Projects
    
    
    17Cigar Lake
    
    
    17Inkai
    
    
    21Exploration
    
    
    22Reserves and Resources
    
    
    23Uranium Reserves
    
    
    24Uranium Fuel Conversion Services
    
    
    29Market Background
    
    
    29Marketing of Conversion Services
    
    
    30Research and Development
    
    
    32Legal Proceedings
    
    
    32Environmental Matters
    
    
    32Cameco Initiatives
    
    
    33Canada
    
    
    34US Environmental Regulation
    
    
    36Government Regulation
    
    
    36Canadian Uranium Industry Regulation
    
    
    37US Uranium Industry Regulation
    
    
    38Land Tenure
    
    
    39Canadian Royalties and Certain Taxes
    
    
    40Canadian Income Taxes
    
    
    41US Taxes
    
    
    41Employees
    
    
    41BRUCE POWER
LP  NUCLEAR ELECTRICAL GENERATION
    
    
    42Overview
    
    
    42The Generating Facilities
    
    
    44Cameco Fuel Management
    
    
    46OPG Services to Bruce Power
    
    
    47Nuclear Waste Management and Decommissioning
    
    
    47Federal Regulation
    
    
    48Ontarios Electricity Regulation
    
    
    48centerra gold inc.
    
    
    52Centerra
    
    
    52Kumtor Restructuring
    
    
    53Kumtor Mine
    
    
    53Boroo Mine
    
    
    64Gatsuurt Exploration Property
    
    
    66REN Exploration Property
    
    
    67Reserves and Resources
    
    
    67Centerra Commitments and Contractual Obligations
    
    
    70Additional Information on Centerra
    
    
    71Non-GAAP measure
    
    
    71RISK FACTORS
    
    
    72Risks relating to Nuclear Business
    
    
    79Risks Relating to Nuclear Electrical Generation
    
    
    82Risks Relating to Centerra
    
    
    86DESCRIPTION OF SECURITIES
    
    
    89Description of Share Capital
    
    
    89Restrictions on Ownership and Voting
    
    
    905% Convertible Subordinated Debentures
    
    
    92Ratings of Securities
    
    
    93Dividend Policy
    
    
    942005 CONSOLIDATED FINANCIAL STATEMENTS
    
    
    95MANAGEMENTS DISCUSSION AND ANALYSIS
    
    
    95MARKET FOR SECURITIES
    
    
    95Price Range and Trading Volume of Common Shares
    
    
    95Price Range and Trading Volume of 5% Convertible
Subordinated Debentures due October 1,2013
    
    
    96DIRECTORS AND OFFICERS
    
    
    97AUDIT COMMITTEE
    
    
    100MATERIAL CONTRACTS
    
    
    101INTEREST OF EXPERTS
    
    
    102ADDITIONAL INFORMATION
    
    
    102
 ii
    
    2005 Cameco Annual Information Form




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REPORTING CURRENCY AND FINANCIAL INFORMATION
   NOTE REGARDING FORWARD-LOOKING STATEMENTS
  NOTE REGARDING RESERVES AND RESOURCES
  1
    
    2005 Cameco Annual Information Form




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3 8 3 8
    Definitions
 mineral resource
 inferred mineral resource
 indicated mineral resource
 2
    
    2005 Cameco Annual Information Form




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measured mineral resource
 mineral reserve
 probable mineral reserve
 proven mineral reserve
 INCORPORATION AND SUBSIDIARIES
 Incorporation
 Canada Business
Corporations Act
 Eldorado Nuclear Limited Reorganization and
Divestiture Act The Saskatchewan Mining Development Corporation
Reorganization Act
  th
 3
    
    2005 Cameco Annual Information Form




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Subsidiaries
     GENERAL DEVELOPMENT OF THE BUSINESS
 3 8 6 2
   Three-Year Highlights
  2003
 
    
    In February 2003, the purchase of 79.8% of Bruce Power from
British Energy plc (BE) by Cameco, along with others, closed and
Camecos limited partnership interest in Bruce Power, held through
subsidiaries, increased from 15% to 31.6%.
    
    Production at Camecos McArthur River mine was temporarily
suspended on April 6, 2003, as increased water inflow from an area
of collapsed rock in a new development area began to flood
portions of the mine. Remedial work to return the mine to a safe
operating condition was carried out during the second quarter of
2003 and was sufficiently advanced in early July 2003 for mine
production to resume. While mining at the McArthur River mine was
suspended, Cameco met all sales commitments with existing
inventory and its other supply sources.
    
    In October 2003, the remediation work on the Kumtor pit wall,
which collapsed in July 2002, was completed. Production at Kumtor
during 2003 was 677,552 ounces at an average feed grade of 4.5 g/t
(Camecos share was 225,851 ounces).
 4
    
    2005 Cameco Annual Information Form




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
    
    In connection with Bruce Powers plans to restart
two of the four laid-up units of the Bruce A station, Unit 4 was connected to the Ontario electricity grid in October 2003. Unit 4
was declared in commercial production as of November 1, 2003.
 2004
 
    
    In January 2004, Unit 3, the second of the two
units of the Bruce A station to be restarted, was
reconnected to the Ontario electricity grid. Unit 3
was declared in commercial production as of March 1,
2004. With the restart of the two Bruce A nuclear
power units, Bruce Powers net generating capacity
increased from 3,160 megawatts to 4,660 megawatts.
    
    In March 2004, Cameco announced that the Boroo
gold mine achieved commercial production. Production
for the remainder of year at the Boroo gold mine
totalled 217,998 ounces at a total cash cost of $149
(US) per ounce.
    
    In April 2004, Cameco and the National Atomic
Company of Kazakhstan (KazAtomProm) announced plans
to develop the Inkai uranium deposit in Kazakhstan
through their Joint Venture Inkai.
    
    In June 2004, a Cameco subsidiary, along with
Compagnie Generale des Matieres Nucleaires
(Cogema), RWE Nukem Inc. of the United States and
its affiliate RWE Nuklear GmBh of Germany
(collectively the Western Companies) finalized an
amendment with Techsnabexport (Tenex), the
commercial arm of the Russian Ministry for Atomic
Energy, to their agreement to purchase uranium
derived from highly enriched uranium (HEU) sourced
from dismantled Russian nuclear weapons. The
amendment provides, amongst other things, that the
Western Companies will forego a portion of their
future options on non-quota HEU-derived uranium (i.e.
quantities for consumption outside the US) to ensure
there is sufficient material in Russia for blending
down the weapons grade HEU to commercially usable low
enriched uranium (LEU).
    
    In June 2004, Cameco completed the restructuring
of its gold interests pursuant to which it
transferred substantially all of its gold assets to
Centerra in exchange for common shares of Centerra
and the assumption of certain liabilities by
Centerra. Centerra completed its initial public
offering on June 30, 2004 and began trading on the
Toronto Stock Exchange. Cameco indirectly owns 52.7%
of Centerra.
    
    In September 2004, Cameco announced that 200
hourly unionized employees at its Port Hope
conversion facility adopted a new three-year
contract, ending a seven week strike.
    
    In December 2004, Cameco announced that its board
of directors approved a three-for-one stock split of
its outstanding common shares. The board of
directors also approved an increase in the annual
dividend from $0.20 to $0.24 beginning in 2005 (both
dividend amounts adjusted for the stock split).
    
    In December 2004, the Cigar Lake joint venture,
after having received regulatory approval for
construction, decided to proceed with the
development of the Cigar Lake uranium deposit at an
estimated cost of approximately $450 million
(Camecos share is $225 million).
 2005
 
    
    Construction at Cigar Lake began in early 2005 and
the mine is scheduled for operation in the first half
of 2007, subject to regulatory approval. The capital
cost is now estimated to be $520 million of which
Camecos share is 50%.
    
    In March 2005, Cameco entered into a 10-year
toll-conversion agreement with British Nuclear Fuels
plc (BNFL) to purchase all of the uranium
conversion services produced at BNFLs Springfields
U.K. plant.
 5
    
    2005 Cameco Annual Information Form




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
    
    Regulatory approvals were received and initial foundation work has begun for
the commercial uranium mine facility located at Inkai, Kazakhstan and Cameco
agreed, subject to executing formal amendments, to increase its loan to the
joint venture to a maximum of $100 million (US). The capitalized cost to bring
the new facility to commercial production is estimated at $92 million (US).
    
    In October 2005, the ownership interests in Bruce
Power were restructured. Camecos 31.6% Bruce Power
interest now includes only the four Bruce B units and
not the four Bruce A units. Cameco elected not to
invest in the planned $4.25 billion program to
increase output from the A units.
    
    Due to incremental changes in Bruce Powers governing
limited partnership agreement, which resulted in
joint control among the three major limited partners,
effective November 1, 2005 Cameco began to
proportionately consolidate Bruce Powers financial
results rather than account for them using the equity
method.
    
    In December 2005, Cameco sold its 6.7% interest in
Energy Resources of Australia Ltd., an Australian
uranium producer, for gross proceeds of Aus $121
million. Net proceeds to Cameco after transaction
fees and taxes were approximately Cdn $87 million.
    
    In December 2005, Cameco announced that it had agreed
to buy 100% of Zircatec Precision Industries, Inc.,
(ZPI) a Canadian manufacturer of nuclear fuel
bundles. The purchase was completed on February 1,
2006 at a purchase price of $108 million, which is
subject to closing adjustments.
 2006 Expected Material Developments
  
    
    In January 2006, Cameco announced that, based upon updated
reserves estimates and current mining plans, the Kumtor mine life
has been extended by almost three years and the Boroo mine life
has been extended by more than one year.
    
    In January 2006, Cameco announced that its board of directors
approved a two-for-one stock split of its outstanding common shares. The board of directors also approved an increase in the
annual dividend from $0.12 to $0.16 beginning in 2006 (both annual
dividend amounts adjusted for the stock split).
    
    Cameco will be negotiating a new collective agreement for
unionized employees at McArthur River and Key Lake operations, as
their agreement expired December 31, 2005.
 THE NUCLEAR BUSINESS
 Overview
  6
    
    2005 Cameco Annual Information Form




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3 8
 2 6
 Uranium Concentrates Business
 Market Background
 Demand
 3 8 3 8
 Supply
  Primary Production
 3 8
 3 8
  7
    
    2005 Cameco Annual Information Form




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Secondary Sources
  Uranium from Nuclear Disarmament
 3 8
 3 8
 3 8
  3 8
 3 8 3 8 3 8
 HEU Commercial Agreement
  8
    
    2005 Cameco Annual Information Form




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3 8
 3 8 3 8
 .
 6
 Trade Restraints and Policies
 3 8
  9
    
    2005 Cameco Annual Information Form




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Prices
   3 8 3 8
 3 8 x x
 Marketing
   3 8 3 8
 3 8
 10
    
    2005 Cameco Annual Information Form




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Mining Properties
   3 8
 2003
    
    
    2004(1)
    
    
    2005(1)
    
    
    2006(1)McArthur River (2)
    
    
    10,579,000
    
    
    
    13,066,000
    
    
    
    13,066,000
    
    
    
    13,100,000Rabbit Lake
    
    
    5,928,000
    
    
    
    5,427,000
    
    
    
    6,022,000
    
    
    
    5,900,000Smith Ranch-Highland
    
    
    1,201,000
    
    
    
    1,242,000
    
    
    
    1,325,000
    
    
    
    1,600,000Crow Butte
    
    
    823,000
    
    
    
    826,000
    
    
    
    832,000
    
    
    
    800,000Total
    
    
    18,531,000
    
    
    
    20,561,000
    
    
    
    21,245,000
    
    
    
    21,400,000
  
 (1)
    
    This does not include nominal test mining production from Inkai.(2)
    
    Milled at Key Lake. McArthur River
 3 8 3 8 3 8 3 8 3 8 3 8
  Property Description and Environment
   11
    
    2005 Cameco Annual Information Form




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Site accessibility, infrastructure and physiography
    History
  
    
    In 1998, Cameco bought all of the shares of Uranerz Exploration
and Mining Ltd. (and changed Uranerzs name to UEM), thereby
increasing its direct and indirect participating interest in the
McArthur River joint venture to 83.766%.
    
    In 1999, Cogema acquired one-half of the shares of UEM, thereby
reducing Camecos direct and indirect participating interest in
the McArthur River joint venture to 69.805%. Cogemas direct and
indirect participating interest in the McArthur River joint
venture is 30.195%.
   12
    
    2005 Cameco Annual Information Form




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Mine Development
   Geology and Mineralization
   Exploration, Drilling and Estimates
      Mine Operations
  13
    
    2005 Cameco Annual Information Form




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3 3
  Milling
 3 8
 3 8 3 8
  3 8 Canadian Environmental Assessment Act
  14
    
    2005 Cameco Annual Information Form




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3 8
 Safety and Radiation Control
    McArthur River Resource and Reserve Estimates
   (a)
    
    The reserves planned to be mined with the raise boring method are in situ reserves
without provision for dilution or mining recovery because:
 (i)
    
    the grade of ore zones is so high that some waste or subgrade material
that is produced by mining must be blended with ore in order to control radiation
exposure, in accordance with the terms of the CNSC operating license; and(ii)
    
    mining recoveries since early 2000 to the end of 2005 have either
exceeded or matched expectations.
 (b)
    
    The reserves planned to be mined with the boxhole boring, jet boring and blasthole
stoping methods take dilution and mining recovery into account.
 15
    
    2005 Cameco Annual Information Form




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(c)
    
    The reported resources do not include allowances for dilution and mining recovery.(d)
    
    For the purpose of estimating reserves in accordance with National Instrument 43-101 of
the Canadian securities regulatory authorities, a uranium price of $22.70 (US) per pound
U3O8was used. For the purpose of estimating reserves in accordance
with US Securities and Exchange Commissions Industry Guide 7 for US reporting purposes, a
uranium price of $19.60 (US) per pound U3O8was used. Estimated
reserves at McArthur River are the same using either uranium price.
  (a)
    
    Grades were obtained from radiometric probing of underground drill holes and converted to
percentage U3O8 on the basis of a correlation between radiometric
counts and assay values.(b)
    
    Densities were determined from regression formulas based on density measurements of drill
core and chemical assay grades.(c)
    
    Limits and continuity of the mineralization are structurally controlled.(d)
    
    Reserves at McArthur River are based on estimated quantities of uranium recoverable by
the current raise bore mining method and the currently planned mining methods of boxhole
boring, jetboring and blasthole stoping.
  (a)
    
    Three-dimensional wire frame models were created from digitized mineralization boundaries
interpreted on 10 metre spacing vertical cross-sections and planviews. Estimates of the
grade and density of blocks of 1 metre x 5 metre x 1 metre were obtained from ordinary
kriging.(b)
    
    Reserves are defined as the economically mineable part of the indicated and measured
resources. Only reserves have demonstrated economic viability. The amount of reported
resources does not include amounts identified as reserves.
  Rabbit Lake
   16
    
    2005 Cameco Annual Information Form




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.
 Crow Butte
  Smith Ranch-Highland
  Development Projects
   Cigar Lake
 3 8 3 8 3 8 3 8
   17
    
    2005 Cameco Annual Information Form




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Property Description and Environment
     Site accessibility, infrastructure and physiography
  18
    
    2005 Cameco Annual Information Form




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History
       Geology and Mineralization
  Exploration and Estimates
  19
    
    2005 Cameco Annual Information Form




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Mining Method
  Rabbit
Lake
 Cigar Lake Resource and Reserve Estimates
   (a)
    
    The reserves reported include allowances for dilution and mining recovery.(b)
    
    No such allowances are applied to mineral resources.(c)
    
    The minimum grade for proven reserves is 5.9% U3O8 and for probable
reserves is 1.2% U3O8.(d)
    
    For the purpose of estimating reserves in accordance with National Instrument
43-101 of the Canadian securities regulatory authorities, a uranium price of $22.70 (US)
per pound U3O8was used. For the purpose of estimating reserves in
accordance with United States Securities and Exchange Commissions Industry Guide 7 for
US reporting purposes, a uranium price of $19.60 (US) per pound
U3O8 was used. Estimated reserves at Cigar Lake are the same using
either uranium price.
  (a)
    
    Grades (percentage U3O8) were obtained from assaying of drill
core and checked against radiometric results. In areas of lost core or poor recovery,
reliance was placed on radiometric grade determined from the gamma probing.(b)
    
    Where density was not directly measured for each sample, a correlation between
uranium grade and density was applied.(c)
    
    Reserves at Cigar Lake are based on estimated quantities of uranium recoverable by
a tested mining method.
 20
    
    2005 Cameco Annual Information Form




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(a)
    
    The geological interpretation of the orebody outline was done on planviews, a
two-dimension horizontal block model delineates the deposit with block of size 15
metres x 6 metres.(b)
    
    Ordinary kriging served to estimate the grade, thickness and density of the
blocks.(c)
    
    Reserves are defined as the economically mineable part of the indicated and
measured resources. Only reserves have demonstrated economic viability. The amount of
reported resources does not include amounts identified as reserves.
  Inkai
   3 8
  21
    
    2005 Cameco Annual Information Form




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Exploration
      22
    
    2005 Cameco Annual Information Form




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Reserves and Resources
  Qualified Persons
    
    PropertiesAlain Gaston Mainville, Geologist
and Professional Geoscientist, who
is Manager, Mining Resources and
Methods at Cameco
    
    McArthur River, Rabbit Lake, Key
Lake, Dawn Lake, and MillenniumRaymond Jean-François Chauvet,
Geological Engineer and Professional
Geoscientist, former Director,
Mining Resources and Methods at
Cameco.
    
    Cigar Lake and InkaiSteve Lunsford, Registered
Professional Geologist, who is Chief
Geologist at PRI
    
    Crow Butte, Gas Hills-Peach,
Highland, North Butte/Brown Ranch,
NorthWest Unit, Reynolds Ranch,
Ruby Ranch, Ruth, Shirley Basin and
Smith Ranch.
    23
    
    2005 Cameco Annual Information Form




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Uranium Reserves
  RESERVES
    
    
    
    
    
    PROVEN
    
    
    
    
    
    
    
    
    
    PROBABLE
    
    
    
    
    
    
    
    
    
    TOTAL RESERVES(1) (5)
    
    
    
    
    
    (100% basis)
    
    
    
    
    
    
    
    
    
    (100% basis)
    
    
    
    
    
    
    
    
    
    (100% basis)Content
    
    
    
    
    
    
    
    
    
    Content
    
    
    
    
    
    
    
    
    
    Content
    
    Camecos
    
    EstimatedGrade
    
    (lbs
    
    
    
    
    
    Grade
    
    (lbs
    
    
    
    
    
    Grade
    
    (lbs
    
    Share
    
    Metallurgical
    
    MiningPROPERTY
    
    Tonnes
    
    %U3O8
    
    U3O8)
    
    Tonnes
    
    %U3O8
    
    U3O8)
    
    Tonnes
    
    %U3O8
    
    U3O8)
    
    (lbs U3O8)
    
    Recovery %
    
    Method(2)(tonnes in thousands; pounds in millions)Cigar Lake
    
    
    497.0
    
    
    
    20.67
    
    
    
    226.3
    
    
    
    54.0
    
    
    
    4.41
    
    
    
    5.2
    
    
    
    551.0
    
    
    
    19.06
    
    
    
    231.5
    
    
    
    115.8
    
    
    
    99
    %
    
    UGCrow Butte
    
    
    816.4
    
    
    
    0.39
    
    
    
    6.8
    
    
    
    195.6
    
    
    
    0.24
    
    
    
    1.0
    
    
    
    1,012.0
    
    
    
    0.35
    
    
    
    7.8
    
    
    
    7.8
    
    
    
    85
    %
    
    ISLGas Hills
 Peach
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,851.0
    
    
    
    0.14
    
    
    
    19.7
    
    
    
    6,851.0
    
    
    
    0.14
    
    
    
    19.7
    
    
    
    19.7
    
    
    
    65
    %
    
    ISLHighland
    
    
    672.8
    
    
    
    0.12
    
    
    
    1.8
    
    
    
    1,016.6
    
    
    
    0.12
    
    
    
    2.7
    
    
    
    1,689.3
    
    
    
    0.12
    
    
    
    4.5
    
    
    
    4.5
    
    
    
    80
    %
    
    ISLInkai
    
    
    22,700.0
    
    
    
    0.07
    
    
    
    35.4
    
    
    
    63,700.0
    
    
    
    0.06
    
    
    
    79.0
    
    
    
    86,400.0
    
    
    
    0.06
    
    
    
    114.4
    
    
    
    68.6
    
    
    
    80
    %
    
    ISLKey Lake
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61.9
    
    
    
    0.52
    
    
    
    0.7
    
    
    
    0.6
    
    
    
    99
    %
    
    OPMcArthur River
    
    
    363.4
    
    
    
    24.38
    
    
    
    195.3
    
    
    
    363.6
    
    
    
    24.17
    
    
    
    193.8
    
    
    
    727.0
    
    
    
    24.28
    
    
    
    389.1
    
    
    
    271.6
    
    
    
    99
    %
    
    UGNorth Butte/
Brown Ranch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,874.6
    
    
    
    0.10
    
    
    
    8.5
    
    
    
    3,874.6
    
    
    
    0.10
    
    
    
    8.5
    
    
    
    8.5
    
    
    
    80
    %
    
    ISLRabbit Lake
    
    
    176.7
    
    
    
    0.80
    
    
    
    3.1
    
    
    
    206.4
    
    
    
    1.73
    
    
    
    7.9
    
    
    
    383.1
    
    
    
    1.30
    
    
    
    11.0
    
    
    
    11.0
    
    
    
    97
    %
    
    UGRuby Ranch
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,832.2
    
    
    
    0.09
    
    
    
    5.5
    
    
    
    2,832.2
    
    
    
    0.09
    
    
    
    5.5
    
    
    
    5.5
    
    
    
    80
    %
    
    ISLRuth (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    853.7
    
    
    
    0.10
    
    
    
    1.7
    
    
    
    853.7
    
    
    
    0.10
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    80
    %
    
    ISLSmith Ranch
    
    
    1,368.8
    
    
    
    0.09
    
    
    
    2.8
    
    
    
    3,143.1
    
    
    
    0.12
    
    
    
    8.3
    
    
    
    4,512.0
    
    
    
    0.11
    
    
    
    11.1
    
    
    
    11.1
    
    
    
    80
    %
    
    ISLTotal (4)
    
    
    26,657.0
    
    
    
    
    
    
    
    472.2
    
    
    
    83,090.8
    
    
    
    
    
    
    
    333.3
    
    
    
    109,747.8
    
    
    
    
    
    
    
    805.5
    
    
    
    526.4
  
 (1)
    
    Cameco reports reserves and resources separately.(2)
    
    Mining Method: OP  Open Pit; UG  Underground; ISL
 In situ leaching.(3)
    
    For United States reporting purposes, Industry Guide 7 under the Securities and Exchange Act of 1934, as interpreted by the staff of the U.S. Securities and Exchange Commission, applies different standards to classify mineralization as a reserve. Accordingly, for US reporting purposes as of December 31, 2005, the mineralization at the Ruth
uranium in situ leach project in Wyoming is classified as mineralized material.(4)
    
    Totals may not add, due to rounding.(5)
    
    For the purpose of estimating reserves in accordance with National Instrument 43-101, a uranium price of $22.70 (US) per pound U3O8was used. For the purpose of estimating reserves in accordance with US Securities Commission Industry Guide 7 for US reporting purposes, a uranium price of $19.60 (US) per pound
U3O8was used. Estimated uranium reserves are the same using either uranium price except for the Ruth uranium in situ leach project in Wyoming, which is classified for US reporting purposes as mineralized material.  Uranium Measured and Indicated Resources
 Cautionary Note to Investors concerning estimates of Measured and Indicated Resources:
 This section uses the terms measured resources and indicated resources. US investors are
advised that while those terms are recognized and required by Canadian securities regulatory
authorities, the US Securities and Exchange Commission does not recognize them. Investors are
cautioned not to assume that any part or all of the mineral deposit in these categories will ever
be converted into proven or probable reserves.
 24
    
    2005 Cameco Annual Information Form




---



##### 



MEASURED ANDRESOURCES
    
    
    
    
    
    MEASURED
    
    
    
    
    
    
    
    
    
    INDICATED
    
    
    
    
    
    
    
    
    
    INDICATED(1)
    
    
    
    
    
    (100% basis)
    
    
    
    
    
    
    
    
    
    (100% basis)
    
    
    
    
    
    
    
    
    
    (100% basis)Content
    
    
    
    
    
    
    
    
    
    Content
    
    
    
    
    
    
    
    
    
    Content
    
    CamecosGrade
    
    (lbs
    
    
    
    
    
    Grade
    
    (lbs
    
    
    
    
    
    Grade
    
    (lbs
    
    Share
    
    MiningPROPERTY
    
    Tonnes
    
    % U3O8
    
    U3O8)
    
    Tonnes
    
    % U3O8
    
    U3O8)
    
    Tonnes
    
    % U3O8
    
    U3O8)
    
    (lbs U3O8)
    
    Method(2)(tonnes in thousands; pounds in millions)Crow Butte
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,475.8
    
    
    
    0.25
    
    
    
    8.1
    
    
    
    1,475.8
    
    
    
    0.25
    
    
    
    8.1
    
    
    
    8.1
    
    
    ISLDawn Lake
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    347.0
    
    
    
    1.69
    
    
    
    12.9
    
    
    
    7.4
    
    
    OP&UGGas Hills
 Peach
    
    
    2,013.0
    
    
    
    0.09
    
    
    
    3.3
    
    
    
    1,153.0
    
    
    
    0.08
    
    
    
    2.3
    
    
    
    3,166.1
    
    
    
    0.08
    
    
    
    5.6
    
    
    
    5.6
    
    
    ISLHighland
    
    
    782.3
    
    
    
    0.10
    
    
    
    1.7
    
    
    
    47.0
    
    
    
    0.09
    
    
    
    0.1
    
    
    
    829.3
    
    
    
    0.10
    
    
    
    1.8
    
    
    
    1.8
    
    
    ISLInkai
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,033.0
    
    
    
    0.06
    
    
    
    14.2
    
    
    
    11,033.0
    
    
    
    0.06
    
    
    
    14.2
    
    
    
    8.5
    
    
    ISLMcArthur River
    
    
    40.9
    
    
    
    10.21
    
    
    
    9.2
    
    
    
    39.8
    
    
    
    8.39
    
    
    
    7.4
    
    
    
    80.7
    
    
    
    9.33
    
    
    
    16.6
    
    
    
    11.6
    
    
    UGMillennium
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    449.0
    
    
    
    4.63
    
    
    
    45.8
    
    
    
    449.0
    
    
    
    4.63
    
    
    
    45.8
    
    
    
    19.2
    
    
    UGNorth Butte/ Brown
Ranch
    
    
    1,008.8
    
    
    
    0.08
    
    
    
    1.9
    
    
    
    3,923.6
    
    
    
    0.07
    
    
    
    6.3
    
    
    
    4,932.3
    
    
    
    0.07
    
    
    
    8.2
    
    
    
    8.2
    
    
    ISLNorthwest Unit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000.7
    
    
    
    0.04
    
    
    
    2.3
    
    
    
    4,000.7
    
    
    
    0.04
    
    
    
    2.3
    
    
    
    2.3
    
    
    ISLRabbit Lake
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456.3
    
    
    
    0.74
    
    
    
    7.5
    
    
    
    456.3
    
    
    
    0.74
    
    
    
    7.5
    
    
    
    7.5
    
    
    UGReynolds Ranch
    
    
    3,073.5
    
    
    
    0.07
    
    
    
    4.5
    
    
    
    5,245.3
    
    
    
    0.06
    
    
    
    7.0
    
    
    
    8,318.8
    
    
    
    0.06
    
    
    
    11.5
    
    
    
    11.5
    
    
    ISLRuby Ranch
    
    
    156.0
    
    
    
    0.18
    
    
    
    0.6
    
    
    
    108.0
    
    
    
    0.06
    
    
    
    0.1
    
    
    
    264.0
    
    
    
    0.12
    
    
    
    0.7
    
    
    
    0.7
    
    
    ISLRuth
    
    
    99.8
    
    
    
    0.10
    
    
    
    0.2
    
    
    
    125.2
    
    
    
    0.07
    
    
    
    0.2
    
    
    
    225.0
    
    
    
    0.07
    
    
    
    0.4
    
    
    
    0.4
    
    
    ISLShirley Basin
    
    
    89.1
    
    
    
    0.15
    
    
    
    0.3
    
    
    
    1,635.9
    
    
    
    0.11
    
    
    
    4.1
    
    
    
    1,725.0
    
    
    
    0.12
    
    
    
    4.4
    
    
    
    4.4
    
    
    ISLSmith Ranch
    
    
    30.8
    
    
    
    0.20
    
    
    
    0.1
    
    
    
    2,406.4
    
    
    
    0.09
    
    
    
    5.0
    
    
    
    2,437.2
    
    
    
    0.09
    
    
    
    5.1
    
    
    
    5.1
    
    
    ISLTotal (3)
    
    
    7,294.3
    
    
    
    
    
    
    
    21.8
    
    
    
    32,445.9
    
    
    
    
    
    
    
    123.3
    
    
    
    39,740.2
    
    
    
    
    
    
    
    145.1
    
    
    
    102.2
  
 (1)
    
    Cameco reports reserves and resources separately. The amount of reported resources does not include those amounts identified as reserves.(2)
    
    Mining Method: OP  Open Pit; UG  Underground; ISL
 In situ leaching.(3)
    
    Totals may not add, due to rounding. Uranium Inferred Resources
 Cautionary Note to Investors concerning estimates of Inferred Resources:
 This section uses the term inferred resources. US investors are advised that while this term is
recognized and required by Canadian securities regulatory authorities, the US Securities and
Exchange Commission does not recognize it. Inferred resources have a great amount of uncertainty
as to their existence and great amount of uncertainty 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 prefeasibility studies. Investors are cautioned not to assume that part or
all of an inferred resource exists or is economically or legally mineable.
 25
    
    2005 Cameco Annual Information Form




---



##### 



INFERRED RESOURCES(1)(100% basis)CamecosGrade
    
    Content
    
    Share
    
    MiningPROPERTY
    
    Tonnes
    
    % U3O8
    
    (lbs U3O8)
    
    (lbs U3O8)
    
    Method(2)(tonnes in thousands; pounds in millions)Cigar Lake
    
    
    317.0
    
    
    
    16.92
    
    
    
    118.2
    
    
    
    59.1
    
    
    UGCrow Butte
    
    
    2,802.1
    
    
    
    0.16
    
    
    
    10.1
    
    
    
    10.1
    
    
    ISLGas Hills-Peach
    
    
    656.8
    
    
    
    0.07
    
    
    
    0.8
    
    
    
    0.8
    
    
    ISLHighland
    
    
    587.6
    
    
    
    0.15
    
    
    
    2.0
    
    
    
    2.0
    
    
    ISLInkai
    
    
    253,918.0
    
    
    
    0.05
    
    
    
    268.0
    
    
    
    160.8
    
    
    ISLMcArthur River
    
    
    584.6
    
    
    
    7.35
    
    
    
    94.8
    
    
    
    66.2
    
    
    UGMillennium
    
    
    280.0
    
    
    
    1.81
    
    
    
    11.2
    
    
    
    4.7
    
    
    UGNorth Butte/
Brown Ranch
    
    
    618.5
    
    
    
    0.07
    
    
    
    1.0
    
    
    
    1.0
    
    
    ISLNorthwest Unit
    
    
    627.8
    
    
    
    0.04
    
    
    
    0.5
    
    
    
    0.5
    
    
    ISLRabbit Lake
    
    
    104.7
    
    
    
    1.60
    
    
    
    3.7
    
    
    
    3.7
    
    
    UGReynolds Ranch
    
    
    5,333.3
    
    
    
    0.04
    
    
    
    4.9
    
    
    
    4.9
    
    
    ISLRuby Ranch
    
    
    60.8
    
    
    
    0.15
    
    
    
    0.2
    
    
    
    0.2
    
    
    ISLRuth
    
    
    210.5
    
    
    
    0.07
    
    
    
    0.4
    
    
    
    0.4
    
    
    ISLShirley Basin
    
    
    506.8
    
    
    
    0.10
    
    
    
    1.1
    
    
    
    1.1
    
    
    ISLSmith Ranch
    
    
    595.7
    
    
    
    0.07
    
    
    
    0.9
    
    
    
    0.9
    
    
    ISLTotal (3)
    
    
    267,204.1
    
    
    
    
    
    
    
    517.8
    
    
    
    316.4
  
 (1)
    
    Cameco reports reserves and resources separately. The amount of reported resources does not include those amounts identified as reserves.(2)
    
    Mining Method: OP  Open Pit; UG  Underground; ISL
 In situ leaching.(3)
    
    Totals may not add, due to rounding. Uranium Reserves Reconciliation
     26
    
    2005 Cameco Annual Information Form




---



##### 



Reconciliation of Camecos Share of Uranium Reserves(in thousands of pounds U3O8)
 December 31,
    
    2005
    
    20052004
    
    Throughput (1)
    
    Addition (Deletion)(2)
    
    December 31, 2005Reserves  ProvenCigar Lake
    
    
    113,222
    
    
    
    
    
    
    
    
    
    
    
    113,222Crow Butte
    
    
    7,794
    
    
    
    (979
    )
    
    
    
    
    
    
    6,815Highland
    
    
    1,162
    
    
    
    (894
    )
    
    
    1,539
    
    
    
    1,807Inkai
    
    
    21,211
    
    
    
    
    
    
    
    
    
    
    
    21,211Key Lake
    
    
    590
    
    
    
    
    
    
    
    
    
    
    
    590McArthur River
    
    
    233,087
    
    
    
    (12,620
    )
    
    
    (84,144
    )
    
    
    136,323Rabbit Lake
    
    
    8,096
    
    
    
    (5,337
    )
    
    
    368
    
    
    
    3,127Smith Ranch
    
    
    896
    
    
    
    (763
    )
    
    
    2,712
    
    
    
    2,845Total Proven Reserves
    
    
    386,058
    
    
    
    (20,593
    )
    
    
    (79,525
    )
    
    
    285,940Reserves
 ProbableCigar Lake
    
    
    2,625
    
    
    
    
    
    
    
    
    
    
    
    2,625Crow Butte
    
    
    1,013
    
    
    
    
    
    
    
    
    
    
    
    1,013Gas Hills
 Peach
    
    
    22,056
    
    
    
    
    
    
    
    (2,372
    )
    
    
    19,684Highland
    
    
    2,855
    
    
    
    
    
    
    
    (192
    )
    
    
    2,663Inkai
    
    
    47,412
    
    
    
    
    
    
    
    
    
    
    
    47,412McArthur River
    
    
    59,722
    
    
    
    
    
    
    
    75,536
    
    
    
    135,258North Butte/Brown
Ranch
    
    
    7,939
    
    
    
    
    
    
    
    585
    
    
    
    8,524Rabbit Lake
    
    
    6,132
    
    
    
    (740
    )
    
    
    2,471
    
    
    
    7,863Ruby Ranch
    
    
    5,082
    
    
    
    
    
    
    
    380
    
    
    
    5,462Ruth (3)
    
    
    1,470
    
    
    
    
    
    
    
    219
    
    
    
    1,689Smith Ranch
    
    
    11,057
    
    
    
    
    
    
    
    (2,740
    )
    
    
    8,317Total
Probable Reserves
    
    
    167,363
    
    
    
    (740
    )
    
    
    73,887
    
    
    
    240,510Total Reserves
    
    
    553,421
    
    
    
    (21,333
    )
    
    
    (5,638
    )
    
    
    526,450
  
 (1)
    
    Corresponds to millfeed. The discrepancy between the 2005 mill feed and Camecos share of 2005 pounds U3O8produced 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, change in mining plan, and subsequent re-estimation and re-classification of reserves or resources, as applicable.(3)
    
    For US reporting purposes, Industry Guide 7 under the Securities and Exchange Act of 1934, as interpreted by the staff of the US
Securities and Exchange Commission, applies different standards to classify mineralization as a reserve. Accordingly, for US reporting
purposes, the mineralization at the Ruth uranium in situ leach project in Wyoming is classified as mineralized material. Uranium Resources Reconciliation
  27
    
    2005 Cameco Annual Information Form




---



##### 




    
    At Rabbit Lake, indicated resources increased by 3.5 million pounds and inferred resources increased by 3.7 million
pounds due to drilling and reclassification.
    
    At McArthur River, inferred resources decreased by 7.5 million pounds due to drilling.
    
    At Millennium, indicated resources increased by 4.7 million pounds and inferred resources decreased by 1.9 million
pounds due to additional surface drilling during 2005.
    
    At Crow Butte, indicated resources increased by 1.3 million pounds and inferred resources increased by 3.1 million
pounds due to re-estimation and re-acquisition of the Marsland property.
    
    At Inkai, indicated resources increased by 6.8 million pound due to re-estimation.
 Reconciliation of Camecos Share of Uranium Resources
(in thousands of pounds U 3 O 8 )
 2005December 31, 2004
    
    Addition (Deletion) (1)
    
    December 31, 2005Resources
 MeasuredGas Hills
 Peach
    
    
    4,662
    
    
    
    (1,316
    )
    
    
    3,346Highland
    
    
    1,663
    
    
    
    
    
    
    
    1,663McArthur River
    
    
    6,879
    
    
    
    (452
    )
    
    
    6,427North Butte/Brown Ranch
    
    
    
    
    
    
    1,857
    
    
    
    1,857Reynolds Ranch
    
    
    2,654
    
    
    
    1,839
    
    
    
    4,493Ruby Ranch
    
    
    862
    
    
    
    (277
    )
    
    
    585Ruth
    
    
    
    
    
    
    216
    
    
    
    216Shirley Basin
    
    
    304
    
    
    
    
    
    
    
    304Smith Ranch
    
    
    138
    
    
    
    
    
    
    
    138Total Measured Resources
    
    
    17,162
    
    
    
    1,867
    
    
    
    19,029Resources-IndicatedCrow Butte
    
    
    6,849
    
    
    
    1,251
    
    
    
    8,100Dawn Lake
    
    
    7,436
    
    
    
    
    
    
    
    7,436Gas Hills
 Peach
    
    
    3,845
    
    
    
    (1,535
    )
    
    
    2,310Highland
    
    
    92
    
    
    
    
    
    
    
    92Inkai
    
    
    1,740
    
    
    
    6,781
    
    
    
    8,521McArthur River
    
    
    5,136
    
    
    
    
    
    
    
    5,136Millennium
    
    
    14,520
    
    
    
    4,700
    
    
    
    19,220North Butte/Brown Ranch
    
    
    6,788
    
    
    
    (485
    )
    
    
    6,303Northwest Unit
    
    
    2,361
    
    
    
    (20
    )
    
    
    2,341Rabbit Lake
    
    
    4,009
    
    
    
    3,477
    
    
    
    7,486Reynolds Ranch
    
    
    7,791
    
    
    
    (831
    )
    
    
    6,960Ruby Ranch
    
    
    581
    
    
    
    (438
    )
    
    
    143Ruth
    
    
    609
    
    
    
    (417
    )
    
    
    192Shirley Basin
    
    
    4,085
    
    
    
    
    
    
    
    4,085Smith Ranch
    
    
    4,951
    
    
    
    33
    
    
    
    4,984Total Indicated Resources
    
    
    70,793
    
    
    
    12,516
    
    
    
    83,309Total Measured &
Indicated Resources
    
    
    87,955
    
    
    
    14,383
    
    
    
    102,338
 28
    
    2005 Cameco Annual Information Form




---



##### 



Reconciliation of Camecos Share of Uranium Resources
(in thousands of pounds U 3 O 8 ) (Continued)
 2005December 31, 2004
    
    Addition (Deletion)(1)
    
    December 31, 2005Resources
 InferredCigar Lake
    
    
    59,105
    
    
    
    
    
    
    
    59,105Crow Butte
    
    
    6,979
    
    
    
    3,104
    
    
    
    10,083Gas Hills  Peach
    
    
    
    
    
    
    845
    
    
    
    845Highland
    
    
    1,977
    
    
    
    
    
    
    
    1,977Inkai
    
    
    160,793
    
    
    
    
    
    
    
    160,793McArthur River
    
    
    73,675
    
    
    
    (7,524
    )
    
    
    66,151Millennium
    
    
    6,630
    
    
    
    (1,930
    )
    
    
    4,700North Butte/Brown Ranch
    
    
    734
    
    
    
    232
    
    
    
    966Northwest Unit
    
    
    1,093
    
    
    
    (585
    )
    
    
    508Rabbit Lake
    
    
    
    
    
    
    3,701
    
    
    
    3,701Reynolds Ranch
    
    
    7,099
    
    
    
    (2,187
    )
    
    
    4,912Ruby Ranch
    
    
    
    
    
    
    184
    
    
    
    184Ruth
    
    
    
    
    
    
    365
    
    
    
    365Shirley Basin
    
    
    1,132
    
    
    
    
    
    
    
    1,132Smith Ranch
    
    
    1,010
    
    
    
    (114
    )
    
    
    896Total Inferred Resources
    
    
    320,227
    
    
    
    (3,909
    )
    
    
    316,318
  
 (1)
    
    Changes in reserves or resources, as applicable, include reassessment of geological data, results of
information provided by mining and milling, change in mining plan, and subsequent re-estimation and
re-classification of reserves or resources, as applicable. Uranium Fuel Conversion Services
 Market Background
 Demand
 6 2
 6 2
 2 6 6 2 2 2
 29
    
    2005 Cameco Annual Information Form




---



##### 



Supply
 6 6 2 6 6
 6
 6 6
 Prices
   Marketing of Conversion Services
 UF 6
 6 6 6
 6
 30
    
    2005 Cameco Annual Information Form




---



##### 



UO 2
 2 2
 2
 Operations
  Blind River  Refining
 3 3 6 2 3 3
 3 6 3 6
 3
 Port Hope  Conversion
 2 6 2 2 6 3 6 6 6 2
 31
    
    2005 Cameco Annual Information Form




---



##### 



Zircatec
 Fuel Fabrication
  2
 2
 Research and Development
  Legal Proceedings
  Environmental Matters
  32
    
    2005 Cameco Annual Information Form




---



##### 



Cameco Initiatives
        33
    
    2005 Cameco Annual Information Form




---



##### 



Canada
  Decommissioning and Reclamation
     34
    
    2005 Cameco Annual Information Form




---



##### 



Regulatory Compliance
 Canadian Environmental Protection Act
  35
    
    2005 Cameco Annual Information Form




---



##### 



Nuclear
Safety and Control Act
  US Environmental Regulation
       Government Regulation
  36
    
    2005 Cameco Annual Information Form




---



##### 



Canadian Uranium Industry Regulation
  Mine Ownership Restriction
  Cameco Ownership Restriction
 Eldorado
Nuclear Limited Reorganization and Divestiture Act
 Canadian Nuclear Safety and Control Act
    37
    
    2005 Cameco Annual Information Form




---



##### 



Uranium Export Regulation
  US Uranium Industry Regulation
 Atomic Energy Act of
1954 National Environmental Policy Act
 Wyoming Environmental Quality Act Clean Water Act
 Nebraska Environmental Protection Act
   38
    
    2005 Cameco Annual Information Form




---



##### 



Land Tenure
 Saskatchewan Operations
 The Crown
Minerals Act The Crown Minerals Act The Mineral Disposition Regulations, 1986
     39
    
    2005 Cameco Annual Information Form




---



##### 



US Operations
  Canadian Royalties and Certain Taxes
 Crown Mineral Royalty Schedule
  3 8
 Canadian DollarRoyalty Rate
    
    Sales Price in Excess of:6
    %
    
    $
    15.69Plus
    
    
    4
    %
    
    $
    23.52Plus
    
    
    5
    %
    
    $
    31.37
  40
    
    2005 Cameco Annual Information Form




---



##### 



.
  Canadian Income Taxes
    US Taxes
   Employees
   41
    
    2005 Cameco Annual Information Form




---



##### 



Bruce Power LP  Nuclear Electrical Generation
 Overview
 Business
  2
  Acquisition of Interest
       42
    
    2005 Cameco Annual Information Form




---



##### 



2005 Bruce Power Restructuring
          43
    
    2005 Cameco Annual Information Form




---



##### 



Bruce Power-OPG Lease
    The Generating Facilities
 Overview
   New Fuel Program
  44
    
    2005 Cameco Annual Information Form




---



##### 



Bruce A Restart
  Operating Life Assessment
    45
    
    2005 Cameco Annual Information Form




---



##### 



Candu Technology
    Employees
  Cameco Fuel Management
 2
 2
 46
    
    2005 Cameco Annual Information Form




---



##### 



3 8 2
  OPG Services to Bruce Power
  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).
    47
    
    2005 Cameco Annual Information Form




---



##### 



Nuclear Fuel
Waste Act
 Federal Regulation
 Nuclear Liability Act
   .
 Ontarios Electricity Regulation
 Summary of Key Impacts
  48
    
    2005 Cameco Annual Information Form




---



##### 



Ontario Electricity Sector Restructuring
  Electricity Pricing, Conservation and Supply
Act, 2002, .
   Electricity Restructuring Act, 2004
 
    
    the creation of a new Ontario Power Authority (OPA), responsible for ensuring adequate, long-term supply of
electricity and integrated system planning;
    
    regulated prices in parts of the electricity sector to ensure price stability for certain specified consumers;
    
    a revised role for the renamed IESO;
    
    creation of a new Conservation Bureau, that will be led by Ontarios Chief Energy Conservation Officer; and
 49
    
    2005 Cameco Annual Information Form




---



##### 




    
    provisions that will continue to enable the Ministry of Energy to set targets for conservation, renewable energy, and
the overall supply mix within Ontario.
    Ontario Power Authority
     50
    
    2005 Cameco Annual Information Form




---



##### 



Electricity Price Adjustments
  The IESO
       OEBs Licensing Process and Industry Codes
  51
    
    2005 Cameco Annual Information Form




---



##### 



CENTERRA GOLD INC.
 Centerra
     
    
    in the reserves at Kumtor and Boroo mines amounted
to total proven and probable reserves of 3.2
million ounces of gold; and
    
    in the resources at Kumtor and Boroo mines and
Gatsuurt and Ren exploration properties, amounted
to 3.1 million ounces of gold in measured and
indicated resources and 748,000 ounces of gold in
inferred resources.
   52
    
    2005 Cameco Annual Information Form




---



##### 



Kumtor Restructuring
   Kumtor Mine
  Doing Business in the Kyrgyz Republic
  Government and Political Factors
  53
    
    2005 Cameco Annual Information Form




---



##### 



Relevant Kyrgyz Law and the Investment Agreement with the Government of the Kyrgyz Republic
   54
    
    
    2005 Cameco Annual Information Form




---



##### 



Property, Location, Concession and Mine Site
     55
    
    
    2005 Cameco Annual Information Form




---



##### 



Site accessibility, infrastructure and physiography
   56
    
    
    2005 Cameco Annual Information Form




---



##### 



History and Financing
    Geology and Mineralization
    57
    
    
    2005 Cameco Annual Information Form




---



##### 




    
    Two parallel zones of alteration and gold mineralization strike northeasterly and dip
to the southeast at 45° to 60°, separated by 30 to 50 metres of barren or
poorly mineralized rock. The South Zone, with a length of 700 to 1,000 metres and a
horizontal width of 40 to 80 metres, is reasonably well mineralized throughout its
entire length, with an average gold grade of 3 to 4 grams per tonne. The North Zone,
somewhat more extensive along strike but with a similar width, has lesser gold grade
continuity and splits into a number of individual lenses that have average gold
grades in the range of 2 to 3.5 grams per tonne;
 
    
    At their northeastern end, the North and South Zones coalesce into the Stockwork
Zone, which has higher gold grades and good grade continuity. Its dimensions in plan
are 400 to 500 metres long by 50 to 200 metres wide, with an average gold grade of 5
to 6 grams per tonne, depending on the cut-off grade. The Stockwork Zone plunges
northeasterly at 40° to 50°, and diminishes in size below elevation 3900.
Its down-plunge continuation below elevation 3,900 is known as the NB Zone.
Geographically, the Stockwork Zone is located closest to the pit highwall and thus
governs to a large extent the overall strip ratio of the pit design; and
 
    
    In the southwestern part of the deposit, the SB Zone (a division of the South Zone)
has recently been found below elevation 3,900. Ongoing drilling in this area
indicates this mineralization to be similar in character to the Stockwork Zone. While
its full dimension remains to be defined, it appears somewhat smaller than the
Stockwork Zone, but is of excellent grade. It is the SB Zone that has given rise to
the large increase in the mineral reserves of the Kumtor deposit as the result of
drilling conducted in 2005 in this area.
       58
    
    
    2005 Cameco Annual Information Form




---



##### 



Historical Exploration, Sampling and Drilling
  
    
    The delineation of the surface extent of the mineralization by 60 trenches;
 
    
    The exploration of the upper portion of the deposit by underground drifts and crosscuts developed on three levels and
totalling 30 kilometres of workings;
 
    
    Testing of the lower portion of the deposit by 114 inclined and vertical diamond drill holes from the surface and 32
horizontal diamond drill holes from underground for a total of approximately 77,000 metres of drilling; and
 
    
    The assembly of a sampling database containing 69,775 samples collected from trenches, underground workings and drill
cores. Three bulk samples weighing 9 tonnes, 20 tonnes and 464 tonnes were processed for metallurgical test work.
    
    
    Most of the increase in reserves is due to positive drilling
results and the new pit design for the south-end of the main pit.
Additional drilling is planned for 2006.
 
    
    The 940,000 ounces of gold increase from the 2004 year-end
measured and indicated resources is largely attributable to
positive exploration results in the north-end of the main pit.
Additional drilling is planned for 2006.
 
    
    At the Southwest Zone, reserves and resources have not been
updated during 2005 as there was no additional drill information
developed for the deposit in 2005.
 59
    
    
    2005 Cameco Annual Information Form




---



##### 




    
    At the Sarytor Zone, resources were upgraded due to 2005 drilling,
although about 60% of the mineral resources are currently in the
inferred category due to the open drill pattern. Additional
drilling is planned for 2006.
  Employees
  Mining
   Milling
  Production History
  Highwall Ground Movement
  60
    
    
    2005 Cameco Annual Information Form




---



##### 



Southeast Wall Movement
   Gold Sales
   Kyrgyzaltyn Management Fee
   61
    
    
    2005 Cameco Annual Information Form




---



##### 



Environmental, Health and Safety Matters
     Decommissioning and Reclamation
   62
    
    
    2005 Cameco Annual Information Form




---



##### 



Kumtor Reserve and Resource Estimates
  1.
    
    Key Assumptions
 
    
    the reserves reported include allowances for dilution and mining recovery;
    
    reserves within the current ultimate pits are based upon $400 (US) per ounce of gold.
 2.
    
    Key Parameters
 
    
    gold values were obtained from assaying of surface trenches and underground working
samples as well as from drill hole cores;
    
    capping of high grade samples was established at levels ranging from 20 grams gold
per tonne at the Southwest Zone and to 60 grams gold per tonne at the main Kumtor pit;
    
    density was measured on 200 samples and ranged from 2.51 to 3.23 tonnes per cubic
metre. An average density of 2.85 tonnes per cubic metre is used for waste and
mineralized rocks;
    
    a lowering of a portion the Kumtor pit southeast wall to increase wall stability;
    
    metallurgical recoveries used in the pit optimization follow a variable recovery
equation and range from 60% to 90% for ore with a grade in excess of 5 grams per tonne,
60% to 82% for ore averaging a grade of 3.0 to 5.0 grams per tonne and 57% to 69% ore
averaging less than 3.0 grams per tonne and refractory stockpiles;
    
    reserves at the Kumtor mine are not only based on grades but also on the volume and
location; and
    
    for the purpose of estimating reserves in accordance with National Instrument 43-101
of the Canadian securities regulatory authorities and in accordance with United States
Securities and Exchange Commissions Industry Guide 7 for US reporting purposes,
reserves within the current ultimate pit designs for Kumtor and the Southwest Zone were
calculated with a cut-off grade based on a gold price of $400 (US) per ounce.
 3.
    
    Key Methods
 
    
    the geological interpretation of the ore bodies outlines was done on vertical
sections 40 metres apart and on plan views;
    
    a three-dimensional block model delineates the reserves and resources;
    
    estimates of the grade of blocks 10 metres x 10 metres x 8 metres were obtained by
ordinary kriging; and
    
    reserves are defined as the economically mineable part of the indicated and measured
resources. Only reserves have demonstrated economic viability. The amount of reported
resources does not include amounts identified as reserves.
 63
    
    
    2005 Cameco Annual Information Form




---



##### 



Boroo Mine
   www.sedar.com
 Stability Agreement
  64
    
    
    2005 Cameco Annual Information Form




---



##### 



Property Description and Location
      Mining
  Milling
   65
    
    
    2005 Cameco Annual Information Form




---



##### 



Gold Sales
  Environmental, Health and Safety Matters
   Decommissioning and Reclamation
  Gatsuurt Exploration Property
      66
    
    
    2005 Cameco Annual Information Form




---



##### 



REN Exploration Property
   www.sedar.com
 Reserves and Resources
  Qualified Person
    
    PropertiesRob Chapman, Geologist and Professional Geoscientist,
    
    KumtorDirector, Mergers & Acquisitions, Centerra
    
    Boroo
REN
Gatsuurt
    Cautionary Note to Investors concerning estimates of Measured and Indicated Resources:
 This section uses the terms measured resources and indicated resources. US investors are
advised that while those terms are recognized and required by Canadian securities regulatory
authorities, the US Securities and Exchange Commission does not recognize them. Investors are
cautioned not to assume that any part or all of the mineral deposit in these categories will ever
be converted into proven and probable reserves.
 Cautionary Note to Investors concerning estimates of Inferred Resources:
 This section uses the term inferred resources. US investors are advised that while this term is
recognized and required by Canadian securities regulatory authorities, the US Securities and
Exchange Commission does not recognize it. Inferred resources have a great amount of uncertainty
as to their existence and as to their economic and legal feasibility. It cannot be assumed that all
or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian
securities regulations, estimates of inferred resources may not form the basis of feasibility or
prefeasibility studies. Investors are cautioned not to assume that part or all of an inferred
resource exists or is economically or legally mineable.
 67
    
    
    2005 Cameco Annual Information Form




---



##### 



RESERVES
    
    
    
    
    
    PROVEN
    
    
    
    
    
    
    
    
    
    
    PROBABLE
    
    
    
    
    
    
    TOTAL RESERVES(1) (3)
    
    
    (100% basis)
    
    
    
    
    
    
    
    
    
    
    (100% basis)
    
    
    
    
    
    
    (100% basis)(tonnes and ounces in thousands)Camecos
    
    
    Estimated
    
    
    MiningGrade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    Share oz
    
    
    Metallurgical
    
    
    MethodPROPERTY
    
    Tonnes
    
    
    g/t Au
    
    
    oz Au
    
    
    Tonnes
    
    
    g/t Au
    
    
    oz Au
    
    
    Tonnes
    
    
    g/t Au
    
    
    oz Au
    
    
    Au
    
    
    Recovery %
    
    
    (2)Boroo
    
    
    8,810
    
    
    
    2.8
    
    
    
    774
    
    
    
    4,580
    
    
    
    3.0
    
    
    
    444
    
    
    
    13,390
    
    
    
    2.8
    
    
    
    1,218
    
    
    
    609
    
    
    
    89
    %
    
    OPKumtor
    
    
    17,600
    
    
    
    3.7
    
    
    
    2,099
    
    
    
    22,562
    
    
    
    3.9
    
    
    
    2,854
    
    
    
    40,162
    
    
    
    3.8
    
    
    
    4,953
    
    
    
    2,609
    
    
    
    83
    %
    
    OPTotal
    
    
    26,410
    
    
    
    3.4
    
    
    
    2,873
    
    
    
    27,142
    
    
    
    3.8
    
    
    
    3,298
    
    
    
    53,552
    
    
    
    3.6
    
    
    
    6,171
    
    
    
    3,218
    
    
    
    
 MEASURED ANDMEASURED
    
    
    
    
    
    
    
    
    
    
    INDICATED
    
    
    
    
    
    
    
    
    
    
    INDICATED RESOURCESRESOURCES(1)
    
    
    
    
    
    (100% basis)
    
    
    
    
    
    
    
    
    
    
    (100% basis)
    
    
    
    
    
    
    
    
    
    
    (100% basis)(tonnes and ounces in thousands)CamecosGrade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    
    
    
    
    Grade
    
    
    Content
    
    
    Share
    
    
    MiningPROPERTY
    
    Tonnes
    
    
    g/t Au
    
    
    oz Au
    
    
    Tonnes
    
    
    g/t Au
    
    
    oz Au
    
    
    Tonnes
    
    
    g/t Au
    
    
    oz Au
    
    
    oz Au
    
    
    MethodBoroo(4)(5)
    
    
    1,870
    
    
    
    2.4
    
    
    
    147
    
    
    
    782
    
    
    
    2.2
    
    
    
    54
    
    
    
    2,652
    
    
    
    2.4
    
    
    
    201
    
    
    
    101
    
    
    OPGatsuurt(6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,597
    
    
    
    3.1
    
    
    
    1,854
    
    
    
    18,597
    
    
    
    3.1
    
    
    
    1,854
    
    
    
    977
    
    
    OPKumtor (4)(7)
    
    
    13,406
    
    
    
    3.8
    
    
    
    1,634
    
    
    
    10,601
    
    
    
    4.1
    
    
    
    1,387
    
    
    
    24,007
    
    
    
    3.9
    
    
    
    3,021
    
    
    
    1,591
    
    
    OP/UGREN(8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,753
    
    
    
    13.6
    
    
    
    1,201
    
    
    
    2,753
    
    
    
    13.6
    
    
    
    1,201
    
    
    
    393
    
    
    UGTotal
    
    
    15,276
    
    
    
    3.6
    
    
    
    1,781
    
    
    
    32,733
    
    
    
    4.3
    
    
    
    4,496
    
    
    
    48,009
    
    
    
    4.1
    
    
    
    6,277
    
    
    
    3,062
 INFERRED RESOURCES(100% basis)(tonnes and ounces in thousands)CamecosGrade
    
    
    Content
    
    
    Share
    
    
    MiningPROPERTY
    
    Tonnes
    
    
    g/t Au
    
    
    oz Au
    
    
    oz Au
    
    
    MethodBoroo(4)(5)
    
    
    2,563
    
    
    
    2.0
    
    
    
    167
    
    
    
    84
    
    
    OPGatsuurt(6)
    
    
    3,980
    
    
    
    3.0
    
    
    
    378
    
    
    
    199
    
    
    OPKumtor (4)(7)
    
    
    5,475
    
    
    
    4.6
    
    
    
    803
    
    
    
    423
    
    
    OP/UGREN(8)
    
    
    301
    
    
    
    13.2
    
    
    
    128
    
    
    
    42
    
    
    UGTotal
    
    
    12,319
    
    
    
    3.7
    
    
    
    1,476
    
    
    
    748
 
  (1)
    
    Cameco reports reserves and resources separately. The amount of reported resources does not
include those amounts identified as reserves.(2)
    
    Mining Method: OP  Open Pit; UG  Underground.(3)
    
    For the purpose of estimating reserves in accordance with National Instrument 43-101 of the
Canadian securities regulatory authorities and in accordance with US Securities and Exchange
Commissions Industry Guide 7 for US reporting purposes, reserves were estimated with cut-off
grades based on a gold price of $400 (US) per ounce.(4)
    
    Open pit resources occur beneath the current ultimate pit designs using a gold price of $400
per ounce.(5)
    
    The resources at Boroo are estimated based on a variable cut-off grade depending on the type
of material and the associated mill recovery. The cut-off grades vary from 0.9 grams per
tonne to 1.1 grams per tonne.(6)
    
    The resources at Gatsuurt are estimated based on a cut-off grade of 1.6 grams per tonne.(7)
    
    The open pit resources at the Kumtor mine are estimated based on a cut-off grade 1.3 grams
per tonne. Underground resources occur below the main Kumtor pit shell and are estimated
based on a cut-off grade of 5.0 grams per tonne.(8)
    
    The resources at REN are estimated based on a cut-off grade of 8.0 grams per tonne.
 68
    
    
    2005 Cameco Annual Information Form




---



##### 



Gold Reserves and Resources Reconciliation
  Reconciliation of Camecos Share of Gold Reserves and Resources(1)(in troy ounces of contained gold)December 31, 2004
    
    
    2005 Throughput (2)
    
    
    2005 Addition
    
    
    December 31, 2005(Deletion)(3)Reserves  ProvenBoroo
    
    
    34,000
    
    
    
    (152,000
    )
    
    
    505,000
    
    
    
    387,000Kumtor(4)
    
    
    1,106,000
    
    
    
    (323,000
    )
    
    
    323,000
    
    
    
    1,106,000Total Proven Reserves
    
    
    1,140,000
    
    
    
    (475,000
    )
    
    
    828,000
    
    
    
    1,493,000Reserves  ProbableBoroo
    
    
    552,000
    
    
    
    
    
    
    
    (330,000
    )
    
    
    222,000Kumtor(4)
    
    
    606,000
    
    
    
    
    
    
    
    897,000
    
    
    
    1,503,000Total Probable Reserves
    
    
    1,158,000
    
    
    
    
    
    
    
    567,000
    
    
    
    1,725,000Total Proven and
Probable Reserves
    
    
    2,298,000
    
    
    
    (475,000
    )
    
    
    1,395,000
    
    
    
    3,218,000Resources  MeasuredBoroo
    
    
    
    
    
    
    
    
    
    
    74,000
    
    
    
    74,000Kumtor(5)
    
    
    525,000
    
    
    
    
    
    
    
    336,000
    
    
    
    861,000Total Measured Resources
    
    
    525,000
    
    
    
    
    
    
    
    410,000
    
    
    
    935,000Resources  IndicatedBoroo
    
    
    97,000
    
    
    
    
    
    
    
    (70,000
    )
    
    
    27,000Gatsuurt(6)
    
    
    469,000
    
    
    
    
    
    
    
    508,000
    
    
    
    977,000Kumtor(5)
    
    
    483,000
    
    
    
    
    
    
    
    247,000
    
    
    
    730,000REN
    
    
    259,000
    
    
    
    
    
    
    
    134,000
    
    
    
    393,000Total Indicated Resources
    
    
    1,308,000
    
    
    
    
    
    
    
    819,000
    
    
    
    2,127,000Total Measured and
Indicated Resources
    
    
    1,833,000
    
    
    
    
    
    
    
    1,229,000
    
    
    
    3,062,000Resources  InferredBoroo
    
    
    97,000
    
    
    
    
    
    
    
    (13,000
    )
    
    
    84,000Gatsuurt(6)
    
    
    80,000
    
    
    
    
    
    
    
    119,000
    
    
    
    199,000Kumtor(5)
    
    
    763,000
    
    
    
    
    
    
    
    (340,000
    )
    
    
    423,000REN
    
    
    169,000
    
    
    
    
    
    
    
    (127,000
    )
    
    
    42,000Total Inferred Resources
    
    
    1,109,000
    
    
    
    
    
    
    
    (361,000
    )
    
    
    748,000
 
  (1)
    
    Cameco reports reserves and resources separately. The amount of reported resources does not
include those amounts identified as reserves.(2)
    
    Corresponds to millfeed. The discrepancy between the 2005 mill feed and Camecos share of
2005 ounces produced is due to mill recovery.(3)
    
    Changes in reserves or resources, as applicable, are attributed to information provided by
drilling and subsequent reclassification of reserves or resources, an increase in the gold
price, changes in pit designs, reconciliation between the mill and the resource model, and
changes to operating costs(4)
    
    Kumtor reserves include the main pit and the Southwest Zone satellite deposit.(5)
    
    Kumtor resources include the main pit, the Southwest Zone and Sarytor satellite deposits.(6)
    
    Gatsuurt resources include the Central Zone and Main Zone deposits.
 69
    
    
    2005 Cameco Annual Information Form




---



##### 



Centerra Commitments and Contractual Obligations
 Exchange Agreements with IFC and EBRD
   Political Risk Insurance Rights Plan
  
    
    each holder of Centerra common shares will be entitled to exchange
its shares for Centerra Class A non-voting shares;
 
    
    Kyrgyzaltyn has irrevocably elected to exchange all of its common shares for Class A non-voting shares and it is expected that no
other shareholders would elect to do this;
 
    
    the holders of Centerra common shares (but not Class A non-voting shares) will be entitled to acquire additional common shares for
$0.01 per share, with the aggregate number of common shares
available to be determined by a formula designed to provide for
the holders of Class A non-voting shares to be diluted by an
amount that approximates the proceeds received under the political
risk insurance; and
 
    
    following the exercise of the rights to acquire additional shares
by Centerra common shareholders, the Class A nonvoting shares
will convert back into Centerra common shares.
 70
    
    
    2005 Cameco Annual Information Form




---



##### 



Centerra Shareholders Agreement
    Location Agreement
  Administrative Services Agreement
  Additional Information on Centerra
 www.sedar.com. (www.sedar.com).
 Non-GAAP measure
 Total cash cost
  71
    
    
    2005 Cameco Annual Information Form




---



##### 



.
 RISK FACTORS
  Risks relating to Cameco and Centerra Generally
 Cameco and Centerra are subject to a number of operational risks and Cameco and Centerra may
not be adequately insured for certain risks
 6 6
    72
    
    
    2005 Cameco Annual Information Form




---



##### 



Labour Relations
 6 2
  Imprecision of Reserve and Resource Estimates
    Production Estimates may be inaccurate
    73
    
    
    2005 Cameco Annual Information Form




---



##### 



Exploration and Development activities may not be successful
     Environmental, health and safety risk.
  74
    
    
    2005 Cameco Annual Information Form




---



##### 



Governmental Regulation and Policy Risks
    Political Risk
  75
    
    
    2005 Cameco Annual Information Form




---



##### 



Cameco or Centerra may be unable to enforce its legal rights in certain circumstances.
   Properties may be subject to defects in title
  76
    
    
    2005 Cameco Annual Information Form




---



##### 



Counterparty/Credit Risk
    Currency Fluctuations
    77
    
    
    2005 Cameco Annual Information Form




---



##### 



Decommissioning and Reclamation
   Accounting Policies
  Internal Controls
  Key Personnel
  78
    
    
    2005 Cameco Annual Information Form




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##### 



Camecos and Centerras success depends on their ability to attract and retain qualified
personnel.
  Prospects may suffer due to enhanced competition for mineral acquisition opportunities.
  Cameco and Centerra may experience difficulties with their joint venture partners.
  Risks relating to Nuclear Business
 Volatility and Sensitivity to Prices
 3 8
 79
    
    
    2005 Cameco Annual Information Form




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##### 



6 3 8 6
 Spot Uranium Prices (1)  (US $/lb of U 3 O 8 )
 1996
    
    1997
    
    1998
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005SpotHigh
    
    
    16.50
    
    
    
    14.30
    
    
    
    11.80
    
    
    
    10.90
    
    
    
    9.40
    
    
    
    9.50
    
    
    
    10.20
    
    
    
    14.40
    
    
    
    20.50
    
    
    
    36.50Low
    
    
    13.00
    
    
    
    10.20
    
    
    
    8.75
    
    
    
    9.60
    
    
    
    7.10
    
    
    
    7.20
    
    
    
    9.70
    
    
    
    10.10
    
    
    
    15.60
    
    
    
    21.20
 
 (1)
    
    Source: The Nuexco Exchange Value, published by TradeTech. Spot prices reflect the spot
price for all uranium other than of CIS origin. Range of Nuexco UF6 Conversion Values (1)
  (US$/kg U)
 1996
    
    1997
    
    1998
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005SpotHigh
    
    
    6.15
    
    
    
    6.10
    
    
    
    5.10
    
    
    
    3.85
    
    
    
    3.25
    
    
    
    5.25
    
    
    
    5.25
    
    
    
    6.50
    
    
    
    9.00
    
    
    
    12.00Low
    
    
    5.85
    
    
    
    5.10
    
    
    
    3.50
    
    
    
    2.55
    
    
    
    2.35
    
    
    
    3.65
    
    
    
    5.05
    
    
    
    4.90
    
    
    
    6.80
    
    
    
    11.00
 
 (1)
    
    Source: The Nuexco Conversion Value, published by TradeTech. The conversion value over
this period of time is for the provision of conversion services delivered in North America.  Large flood at the McArthur River Mine, Rabbit Lake Mine or Cigar Lake Project
     80
    
    
    2005 Cameco Annual Information Form




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##### 



Technical Challenges
  Replacement of Reserves
  Aboriginal Title and Consultation Issues
   Competition from Other Energy Sources and Public Acceptance of Nuclear Energy
  Dependence on Limited Number of Customers
 3 8 6
 81
    
    
    2005 Cameco Annual Information Form




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##### 



6 2 2
 Uranium Industry Competition and International Trade Restrictions
  6
 Deregulation of the Electrical Utility Industry
  Reduced Liquidity and Difficulty in Obtaining Future Financing.
  Technical Obsolescence
  Risks Relating to Nuclear Electrical Generation
 Generation and Technology Risks
  82
    
    
    2005 Cameco Annual Information Form




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##### 



Nuclear Operations
     Unplanned or Extended Outages
  Labour Relations
  83
    
    
    2005 Cameco Annual Information Form




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##### 



Government Regulation
    Nuclear Waste Management and Decommissioning
    84
    
    
    2005 Cameco Annual Information Form




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##### 



Restructuring of Ontarios Electricity Industry
   Spot Market Electricity Prices
   Reliance Upon Single Contractors
 3 8 2
 Dependence on Upon Single Customer
  Competition
  Reliance Upon Transmission Systems
  85
    
    
    2005 Cameco Annual Information Form




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##### 



Effects of Weather
  Credit Risk
   Risks Relating to Centerra
 Centerras business is sensitive to the volatility of gold prices
   Average London PM Fix
(US$)
 1996
    
    1997
    
    1998
    
    1999
    
    2000
    
    2001
    
    2002
    
    2003
    
    2004
    
    2005US$ Average
    
    
    388
    
    
    
    331
    
    
    
    294
    
    
    
    279
    
    
    
    279
    
    
    
    271
    
    
    
    310
    
    
    
    363
    
    
    
    409
    
    
    
    444
   86
    
    
    2005 Cameco Annual Information Form




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##### 



Centerras reserves may not be replaced
  Centerra may experience further ground movements at the Kumtor mine
  Centerras properties are located in remote locations and require a long lead-time for
equipment and supplies
  Centerras operations in the Kyrgyz Republic and Mongolia are located in areas of seismic
activity
  Illegal mining has occurred on Centerras Mongolian properties, is difficult to
control, may disrupt Centerras operations and may expose Centerra to liability.
  Changes in, or more aggressive enforcement of, laws and regulations could adversely impact
Centerras business
  87
    
    
    2005 Cameco Annual Information Form




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##### 



Governmental Regulation and Policy Risks
 Centerra may experience reduced liquidity and difficulty in obtaining future financing
  As a holding company, Centerras ability to make payments depends on the cash flows of its
subsidiaries.
  
    
    the cash flows generated by operations, investment activities and financing activities;
 
    
    the level of taxation, particularly corporate profits and withholding taxes, in the jurisdiction in which they operate;
 
    
    the introduction of exchange controls and repatriation restrictions or the availability of hard currency to be
repatriated; and
 
    
    the ownership interests of other investors in Centerras subsidiaries.
  88
    
    
    2005 Cameco Annual Information Form




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##### 



Centerra may engage in hedging transactions which may not be successful and which may also
limit the price that can be realized for gold that is subject to forward sales contracts
  DESCRIPTION OF SECURITIES
 Description of Share Capital
  Common Shares
  Class B Shares
  89
    
    
    2005 Cameco Annual Information Form




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##### 



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
  Enforcement
  90
    
    
    2005 Cameco Annual Information Form




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##### 



Definitions
  non-resident
 (i)
    
    an individual, other than a Canadian citizen, who is not ordinarily resident in Canada;(ii)
    
    a corporation incorporated, formed or otherwise organized outside Canada;(iii)
    
    a foreign government or an agency thereof;(iv)
    
    a corporation that is controlled by non-residents, directly or indirectly, as
defined in any of (i) to (iii) above;(v)
    
    a trust:
 (A)
    
    established by a non-resident as defined in any of (ii) to (iv)
above, other than a trust for the administration of a pension fund for the
benefit of individuals a majority of whom are residents; or(B)
    
    in which non-residents as defined in any of (i) to (iv) above
have more than fifty percent of the beneficial interest; or
 (vi)
    
    a corporation that is controlled by a trust described in (v) above;
 resident
 voting security
 (i)
    
    a security currently convertible into such a share or other security; and(ii)
    
    currently exercisable options and rights to acquire such a share or other
security or such convertible share or other security;
 person
 (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;
 91
    
    
    2005 Cameco Annual Information Form




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##### 



(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
  5% Convertible Subordinated Debentures
  92
    
    
    2005 Cameco Annual Information Form




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##### 



Ratings of Securities
   Security
    
    DBRS(1)
    
    S&P(2)Commercial Paper
    
    R-1 (low)
    
    A-2Senior Unsecured Debentures
    
    A (low)
    
    BBB+Convertible Debentures
    
    BBB (high)
    
    Not Rated
 
 (1)
    
    Published as of May 20, 2005(2)
    
    Published as of August 31, 2005  93
    
    
    2005 Cameco Annual Information Form




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##### 



Commercial Paper
  Senior Unsecured Debentures
  Convertible Debentures
  Dividend Policy
     94
    
    2005 Cameco Annual Information Form




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##### 



2005
    
    2004
    
    2003Cash dividends declared per common share
    
    $
    0.24
    
    
    $
    0.20
    
    
    $
    0.20
 2005 CONSOLIDATED FINANCIAL STATEMENTS
  MANAGEMENTS DISCUSSION AND ANALYSIS
  MARKET FOR SECURITIES
    Price Range and Trading Volume of Common Shares
  TSX2005
    
    High
    
    Low
    
    VolumeJanuary
    
    $
    45.95
    
    
    $
    37.93
    
    
    
    22,239,481February
    
    $
    60.87
    
    
    $
    42.72
    
    
    
    25,550,996March
    
    $
    59.50
    
    
    $
    47.70
    
    
    
    30,292,532April
    
    $
    55.55
    
    
    $
    44.65
    
    
    
    20,405,817May
    
    $
    54.85
    
    
    $
    45.90
    
    
    
    20,507,414June
    
    $
    56.10
    
    
    $
    49.97
    
    
    
    15,216,450July
    
    $
    61.40
    
    
    $
    53.75
    
    
    
    17,570,059August
    
    $
    61.10
    
    
    $
    52.90
    
    
    
    16,373,066September
    
    $
    64.95
    
    
    $
    58.50
    
    
    
    16,356,346October
    
    $
    65.96
    
    
    $
    54.67
    
    
    
    17,612,458November
    
    $
    67.64
    
    
    $
    56.50
    
    
    
    15,052,090December
    
    $
    74.99
    
    
    $
    65.86
    
    
    
    12,868,406
 95
    
    2005 Cameco Annual Information Form




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##### 



Price Range and Trading Volume of 5% Convertible Subordinated Debentures due October 1, 2013
  TSX2005
    
    High
    
    
    Low
    
    
    VolumeJanuary
    
    $
    223.00
    
    
    $
    192.00
    
    
    
    72,890February
    
    $
    285.47
    
    
    $
    213.26
    
    
    
    100,220March
    
    $
    279.04
    
    
    $
    228.01
    
    
    
    53,190April
    
    $
    261.50
    
    
    $
    215.16
    
    
    
    223,450May
    
    $
    259.75
    
    
    $
    223.50
    
    
    
    37,190June
    
    $
    264.00
    
    
    $
    242.00
    
    
    
    35,780July
    
    $
    286.00
    
    
    $
    255.03
    
    
    
    285,840August
    
    $
    280.01
    
    
    $
    254.00
    
    
    
    13,170September
    
    $
    305.00
    
    
    $
    281.75
    
    
    
    10,720October
    
    $
    309.58
    
    
    $
    258.50
    
    
    
    23,500November
    
    $
    316.50
    
    
    $
    268.98
    
    
    
    70,410December
    
    $
    349.54
    
    
    $
    311.50
    
    
    
    8,720
 96
    
    2005 Cameco Annual Information Form




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##### 



DIRECTORS AND OFFICERS
 DirectorsName, Office held inCorporation and Municipality of Residence
    
    Principal Occupation or Employment
    
    Director Since (1)JOHN S. AUSTON (2, 6)
West Vancouver, British Columbia,
Canada
    
    Geologist; Corporate Director,
2000 to present; prior: President, Director and Chief
Executive Officer, Ashton Mining
of Canada Inc. 1996-2000.
    
    
    1999JOE F. COLVIN (4, 6)
Kiawah Island, South Carolina, U.S.A.
    
    Corporate Director and President
Emeritus of Nuclear Energy
Institute, February 16, 2005 to
present; prior: President and
Chief Executive Officer, Nuclear
Energy Institute 1996 to February
15, 2005.
    
    
    1999JOHN H. CLAPPISON (2, 3, 4, 7)
Toronto, Ontario
    
    Corporate Director, commencing in
2006; prior: 1990 to December
2005, managing partner of the
Toronto office of
PricewaterhouseCoopers LLP.
    
    
    2006HARRY D. COOK (2, 4, 6)
La Ronge, Saskatchewan, Canada
    
    Corporate Director, March 31,
2005 to present; prior: Chief,
Lac La Ronge Indian Band from
1987 until March 31, 2005.
    
    
    1992JAMES R. CURTISS (4, 5)
Brookeville, Maryland, U.S.A.
    
    Lawyer, Partner, Winston &
Strawn, 1993 to present; prior: Commissioner US Nuclear
Regulatory Commission 1988-1993.
    
    
    1994GEORGE S. DEMBROSKI (5, 6)
Toronto, Ontario, Canada
    
    Corporate Director, 1998 to
present; prior: Vice-Chairman and
Director, RBC Dominion Securities
Limited (investment dealer)
1981-1998.
    
    
    1996GERALD W. GRANDEY 
President and Chief Executive Officer
Saskatoon, Saskatchewan, Canada
    
    Assumed current position 2003;
prior: President 2000-2002;
Executive Vice-President
1997-2000.
    
    
    2000NANCY E. HOPKINS (3, 6)
Saskatoon, Saskatchewan, Canada
    
    Lawyer, Partner, McDougall
Gauley, 1984 to present.
Effective January 2001 Gauley &
Company merged with McDougall
Ready to form McDougall Gauley.
    
    
    1992
 97
    
    2005 Cameco Annual Information Form




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##### 



DirectorsName, Office held inCorporation and Municipality of Residence
    
    Principal Occupation or Employment
    
    Director Since (1)OYVIND HUSHOVD (2, 3, 5)
Kristiansand S, Norway
    
    Corporate Director, June 1, 2005
to present; prior: Chairman and
Chief Executive Officer of
Gabriel Resources Ltd., May 2003
to May 31, 2005; and President
and Chief Executive Officer of
Falconbridge Ltd. 1996 to 2002.
    
    
    2003J.W. GEORGE IVANY (3, 5, 6)
Kelowna, British Columbia, Canada
    
    Corporate Director, 1999 to
present; prior: President and
Vice-Chancellor, University of
Saskatchewan 1989-1999.
    
    
    1999A. NEIL McMILLAN (2, 3, 4)
Saskatoon, Saskatchewan, Canada
    
    President and Chief Executive
Officer, Claude Resources Inc.
March 1, 2004 to present; prior: 1996 to March 1, 2004 President
of Claude Resources Inc.
    
    
    2001ROBERT W. PETERSON (3, 4, 5)
Regina, Saskatchewan, Canada
    
    Member of the Senate of Canada
2005 to present and President and
Chief Operating Officer Denro
Holdings Ltd. 1994 to present.
    
    
    1994VICTOR J. ZALESCHUK (2, 5, 6, 7)
Calgary, Alberta, Canada
    
    Corporate Director, November 2001
to present; prior: President and
Chief Executive Officer, Nexen
Inc. (formerly Canadian
Occidental Petroleum Ltd.) from
June 1, 1997 to June 1, 2001.
    
    
    2001
 
 (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.(7)
    
    Mr. Clappison was appointed audit committee financial expert to replace Mr. Zaleschuk on
February 23, 2006.
 98
    
    2005 Cameco Annual Information Form




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##### 



OfficersName, Office held in
    
    Principal Occupation or EmploymentCorporation and Municipality of Residence
    
    for Past Five YearsVICTOR J. ZALESCHUK
Chair
Calgary, Alberta, Canada
    
    Corporate Director, November 2001
to present; prior: President and
Chief Executive Officer, Nexen Inc.
(formerly Canadian Occidental
Petroleum Ltd.) from June 1997 to
June 2001.GERALD W. GRANDEY
President and Chief Executive Officer
Saskatoon, Saskatchewan, Canada
    
    Assumed current position 2003;
prior: President, 2000-2002;
Executive Vice-President 1997-2000.TERRY V. ROGERS
Senior Vice-President and Chief Operating Officer
Saskatoon, Saskatchewan, Canada
    
    Assumed current position February
2003; prior: President Kumtor
Operating Company, Kyrgyz Republic
1999  2003.GEORGE B. ASSIE
Senior Vice-President, Marketing and Business
Development
Saskatoon, Saskatchewan, Canada
    
    Assumed current position January
2003; prior: President Cameco Inc.,
Eden Prairie, Minnesota 1999 -
2002.O. KIM GOHEEN
Senior Vice-President
and Chief Financial Officer
Saskatoon, Saskatchewan, Canada
    
    Assumed current position August
2004; prior Vice-President &
Treasurer May 1999 to August 2004.RITA M. MIRWALD
Senior Vice-President, Corporate Services
Saskatoon, Saskatchewan, Canada
    
    Assumed current position April 1997.GARY M.S. CHAD
Senior Vice-President, Governance, Legal and
Regulatory Affairs, and Corporate Secretary
Saskatoon, Saskatchewan, Canada
    
    Assumed current position January
2000; prior: Senior General Counsel
and Secretary 1990-1999.
   99
    
    2005 Cameco Annual Information Form




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##### 



AUDIT COMMITTEE
 Audit Committee Charter
 www.cameco.com
 Composition of the Audit Committee
  Relevant Education and Experience
       100
    
    2005 Cameco Annual Information Form




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##### 



Fees Paid to External Auditors
  2005
    
    
    2004Audit fees:Cameco  audit
    
    $
    389,000
    
    
    $
    386,000Cameco  securities
    
    
    100,000
    
    
    
    Centerra  audit
    
    
    574,800
    
    
    
    400,500Centerra  securities
    
    
    
    
    
    
    275,000$
    1,063,800
    
    
    $
    1,061,500Audit  related fees:Bruce Power Reorganization
    
    $
    70,000
    
    
    
    SOX 404 Scoping Project
    
    
    35,000
    
    
    $
    75,000Translation services
    
    
    10,000
    
    
    
    9,000Accounting disclosure
    
    
    
    
    
    
    14,000Pensions and other
    
    
    7,500
    
    
    
    10,700$
    122,500
    
    
    $
    108,700Tax:Compliance
    
    $
    160,400
    
    
    $
    83,800Planning and advice
    
    
    36,400
    
    
    
    55,400$
    196,800
    
    
    $
    139,200All other fees:
    
    
    
    Total
    
    $
    1,383,100
    
    
    $
    1,309,400
 External Audit Pre-Approval Practices
  MATERIAL CONTRACTS
    101
    
    2005 Cameco Annual Information Form




---



##### 



INTEREST OF EXPERTS
 Name of Experts
    Interest of Experts
  ADDITIONAL INFORMATION
 www.sedar.com
 102
    
    2005 Cameco Annual Information Form




---



##### 



Appendix A
 AUDIT COMMITTEE
 OF THE BOARD OF DIRECTORS
 PURPOSE
  
  
 COMPOSITION
       103
    
    2005 Cameco Annual Information Form




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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.
 104
    
    2005 Cameco Annual Information Form




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##### 



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.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.
 105
    
    2005 Cameco Annual Information Form




---



##### 



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.
 2.
    
    Consider and review with management, the internal auditor and the external auditors, the
adequacy and effectiveness of internal controls over accounting and financial reporting within
the corporation and any proposed significant changes in them.
 3.
    
    Consider and discuss the scope of the internal auditors and external auditors review of the
corporations internal controls, and obtain reports on significant findings and
recommendations, together with management responses.
 4.
    
    Discuss, as appropriate, with management, the external auditors and the internal auditor, any
major issues as to the adequacy of the corporations internal controls and any special audit
steps in light of material internal control deficiencies.
 5.
    
    Review annually the disclosure controls and procedures, including (a) the certification
timetable and related process and (b) the procedures that are in place for the review of
corporations disclosure of financial information extracted from corporations financial
statements and the adequacy of such procedures. Confirm with the chief executive officer and
the chief financial officer the effectiveness of disclosure controls and procedures, and
whether there are any significant deficiencies in internal controls or any fraud related to
management or persons who have a significant role in internal controls.
 6.
    
    Review the disclosure (when such disclosure is required by applicable law) relating to the
internal controls report containing a responsibility statement and managements assessment of
the corporations internal controls and procedures for financial reporting and related
external auditors attestation.
 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.
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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 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.
 Conclusions on the independence of the external auditors should be reported to the board.
 5.
    
    Review and approve of 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.
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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, to receive summary reports of internal audit findings, managements
response thereto, and reports on any subsequent follow-up to any identified weakness.
 4.
    
    Ensure that the internal auditor has direct and open communication with the committee and
that the internal auditor meets regularly with the committee without the presence of
management to discuss any matters that the committee or the internal auditor believe should be
discussed privately, such as problems or difficulties which were encountered in the course of
internal audit work, including restrictions on the scope of activities or access to required
information, and any disagreements with management.
 5.
    
    Review and discuss with the internal auditor and management the internal auditors ongoing
assessments of the corporations business processes and system of internal controls.
 6.
    
    Review the effectiveness of the internal audit function, including staffing, organizational
structure and qualifications of the internal auditor and staff.
 Compliance
 1.
    
    Monitor compliance by the corporation with all payments and remittances required to be made
in accordance with applicable law, where the failure to make such payments could render the
directors of the corporation personally liable.
 2.
    
    The receipt of regular updates from management regarding compliance with laws and regulations
and the process in place to monitor such compliance, excluding, however, legal compliance
matters subject to the oversight of the safety, health and environmental committee of the
board. Review the findings of any examination by regulatory authorities and any external
auditors observations relating to such matters.
 3.
    
    Establish and oversee the procedures in the code of 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 law, regulatory affairs
and
corporate secretary on such matters as required by the code of ethics policy.
 4.
    
    Monitor compliance with the code of ethics policy and the policy on compliance with laws on
foreign political contributions and payments to foreign officials by, among other things,
obtaining an annual report summarising statements of compliance by employees pursuant to such
policies. Review the findings of any investigations of non-compliance with such policies.
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5.
    
    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 committee, is authorised to review all such transactions and situations. At the
next committee meeting, the chair shall report to the results of such review. Ensure that
political and charitable donations conform with policies and budgets approved by the board.
 6.
    
    Monitor management of hedging, insurance, debt and credit, make recommendations to the board
respecting policies for management of such risks, and review the corporations compliance
therewith.
 7.
    
    Approve the expenses submitted for reimbursement by the chief executive officer.
 ORGANIZATIONAL MATTERS
 1.
    
    The procedures governing the committee shall, except as otherwise provided for herein, be
those applicable to the board as set forth in Part 7 of the General Bylaws of the corporation.
 2.
    
    The members and the chair of the committee shall be entitled to receive remuneration for
acting in such capacity as the board may from time to time determine.
 3.
    
    The committee shall have the resources and authority appropriate to discharge its duties and
responsibilities, including the authority to:
 (a)
    
    to select, retain, terminate, set and approve the fees and other retention
terms of special or independent counsel, accountants or other experts, as it deems
appropriate; and(b)
    
    to obtain appropriate funding to pay, or approve the payment of, such approved
fees;
 without seeking approval of the board or management.
 4.
    
    Any member of the committee may be removed or replaced at any time by the board and shall
cease to be a member of the committee upon ceasing to be a director. The board may fill
vacancies on the committee by appointment from among its members. If and whenever a vacancy
shall exist on the committee, the remaining members may exercise all its powers so long as a
quorum remains in office. Subject to the foregoing, each member of the committee shall remain
as such until the next annual meeting of shareholders after that members election.
 5.
    
    The committee shall annually review and assess the adequacy of its mandate and recommend any
proposed changes to the nominating, corporate governance and risk committee for recommendation
to the board for approval.
 6.
    
    The committee shall participate in an annual performance evaluation by the nominating,
corporate governance and risk committee, the results of which will be reviewed by the board.
 7.
    
    The committee shall perform any other activities consistent with this mandate, the
corporations governing laws and the regulations of stock exchanges, as the committee or the
board deems necessary or appropriate.
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