UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
Commission file number
:
(Exact name of Registrant as specified in its charter)
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification)
,
,
,
,
, Telephone: (
)
(Address and telephone number of Registrant’s principal executive offices)
,
,
, USA,
Telephone: (
)
(Name, address, (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of Class:
,
Trading Symbol(s):
Name of Exchange where Securities are listed:
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Information filed with this Form:
Number of outstanding shares of each of the issuer’s classes of
capital or common stock as of the close of the period covered by the Annual Report:
2
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
☐
No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to
be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the Registrant was required to submit such files).
☒
☐
No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the
Exchange Act.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment
of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act
(15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the
financial statements of the registrant included in the filing reflect the correction of an error to previously issued
financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis
of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery
period pursuant to §240.10D-1(b).
☐
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 40-F and the documents filed as exhibits hereto, including certain
information about Cameco’s business outlook, objectives, strategies, plans, strategic priorities and results of
operations, as well as other statements which are not current statements or historical facts, constitute “forward-
looking information ” within the meaning of applicable Canadian securities laws and “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking information and
statements involve risks, uncertainties and other factors that could cause actual results to differ materially from
those expressed or implied by them. Sentences and phrases containing words such as “anticipate”, “believe”, “can”,
“could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”,
“proposed”, “scheduled”, “strategy”, “target” and “will”, and the negative of any of these words, or variations of them,
or comparable terminology that does not relate strictly to current or historical facts, are all indicative of forward-
looking information or statements.
3
The forward-looking information and statements included in this Annual Report on Form 40-F (including the
exhibits hereto) represent our views as of the date of such documents and should not be relied upon as
representing our views as of any subsequent date. While we anticipate that subsequent events and developments
may cause our views to change, we specifically disclaim any intention or obligation to update forward-looking
information and statements, whether as a result of new information, future events or otherwise, except to the
extent required by applicable securities laws. Forward-looking information and statements contained in this
Annual Report on Form 40-F about prospective results of operations, financial position or cash flows that are
based upon assumptions about future economic conditions and courses of action are presented for the purpose
of assisting our security holders in understanding management’s current views regarding those future outcomes,
and may not be appropriate for other purposes.
See Cameco’s Annual Information Form for the year ended December 31, 2024, attached as Exhibit 99.1 to this
Annual Report on Form 40-F, under the heading “Caution about forward-looking information”, and Cameco’s
management’s discussion and analysis for the year ended December 31, 2024, attached as Exhibit 99.3 to this
Annual Report on Form 40-F (the “Cameco 2024 MD&A”), under the heading “Caution about forward-looking
information”, for additional information regarding forward -looking statements.
Certifications and Disclosure Regarding Controls and Procedures
.
(a)
Certifications regarding controls and procedures
.
(b)
Evaluation of disclosure controls and procedures
. As of December 31, 2024 an evaluation of the
effectiveness of Cameco Corporation’s “disclosure controls and procedures” (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the United States Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) was carried ou t by Cameco Corporation’s Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”). Based on that evaluation, the CEO and CFO have concluded that as of such
date Cameco Corporation’s disclosure controls and procedures were effective to provide a reasonable
level of assurance that information required to be disclosed by Cameco Corporation in reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in United States Securities and Exchange Commission (the “Commission”) rules
and forms.
(c)
Management’s annual report on internal control over financial reporting
.
Company, including the CEO and CFO, is responsible for establishing and maintaining adequate
“internal control over financial reporting”, as that term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act, for Cameco Corporation. Management conducted an evaluation of the effectiveness
of internal control over financial reporting based on criteria established in Internal Control – Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on that evaluation, management concluded that Cameco Corporation’s internal control over
financial reporting was effective as of December 31, 2024.
It should be noted that while the CEO and CFO believe that Cameco Corporation’s disclosure controls
and procedures and internal control over financial reporting provide a reasonable level of assurance that
they are effective, they do not expect such disclosure controls and procedures and internal control over
financial reporting to be capable of preventing or detecting all errors and fraud. A control system, no
matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.
(d)
Attestation report of the registered public accounting firm
.
Corporation’s internal control over financial reporting as of December 31, 2024 was audited by KPMG
LLP, an independent registered public accounting firm, as stated in its report, which accompanies the
Cameco 2024 Consolidated Audited Financial Statements that are filed as Exhibit 99.2 to this Annual
Report on Form 40-
F.
4
(e)
Changes in internal control over financial reporting
. During the fiscal year ended December 31,
2024, there was no significant change in Cameco Corporation’s internal control over financial reporting
that materially affected, or is reasonably likely to materially affect, Cameco Corporation’s internal control
over financial reporting. In April 2024, Cameco Corporation implemented SAP S/4 HANA, an enterprise
resource planning (ERP) system, across the entire organization. As a result of this implementation,
Cameco Corporation modified certain existing internal controls and implemented new controls and
procedures. The implementation process included extensive involvement by key end users and required
significant pre-implementation planning, design, and testing. Cameco Corporation continues to evaluate
and monitor its internal controls and make changes as required and believes it is taking the necessary
steps to maintain appropriate internal controls over financial reporting during this period of change.
Audit & Finance Committee Financial Expert
.
least two members of its audit and finance committee (the “audit committee”) are audit committee financial experts.
The audit committee financial experts are Daniel Camus and Leontine van Leeuwen-Atkins. Both Mr. Camus and
Ms. Atkins have been determined by Cameco Corporation’s board of directors to be an independent director as
such term is defined under the Canadian Securities Administrators’ National Instrument 52-110 (Audit Committees)
(“NI 52-110”), the Commission’s audit committee independence requirements, and the rules of the New York Stock
Exchange (the “NYSE”) relating to the independence of audit committee members.
Information concerning the relevant experience of Mr. Camus and Ms. Atkins is included in their biographical
information contained in Cameco Corporation’s Annual Information Form that is filed as Exhibit 99.1 to this Annual
Report on Form 40-F. The Commission has indicated that the designation of a person as an audit committee
financial expert does not make such person an “expert” for any purpose, impose any duties, obligations or liability
on such person that are greater than those imposed on members of the audit committee and board of directors who
do not carry this designation, or affect the duties, obligations or liability of any other member of the audit committee
or the board of directors.
Code of Ethics
.
and employees of Cameco Corporation, including the Company’s principal executive officer, principal financial
officer and principal accounting officer. The Code, as well as Cameco Corporation’s corporate governance practices
and mandates of the board of directors and its committees, and position descriptions for the CEO and the non-
executive chair, can be found on Cameco Corporation’s website at www.cameco.com under “About – Governance”
and are also available in print to any shareholder upon request. Since the adoption of the Code, there have not
been any waivers, including implicit waivers, from any provision of the Code. In 2024, Cameco Corporation
amended its previously filed Code and made non-substantive changes, including the document format, updates to
information on confidentiality, and alignment of wording in the Code to policy and program documents. The
information on the Company’s website is not part of this Annual Report on Form 40-
F.
The Code was furnished to the Commission on January 23, 2025 as Exhibit 1 to a Report on Form 6-K and is
incorporated by reference herein as Exhibit 99.17.
Principal Accountant Fees and Services
.
is
,
, Auditor Firm ID:
. See Exhibit 99.4.
Off-Balance Sheet Arrangements
.
In the normal course of operations, Cameco Corporation enters into certain
transactions that are not required to be recorded on its balance sheet. These activities include the issuing of financial
assurances
and long-term product purchase contracts. These activities are disclosed in the following sections of
Exhibit 99.3 – 2024 Management’s Discussion and Analysis and the notes to the financial statements in Exhibit
99.2 – 2024 Consolidated Audited Financial Statements:
(a)
Financial assurances
. In the 2024 Management’s Discussion and Analysis, see the disclosure at “Off-
balance sheet arrangements” (page 54). In the 2024 Consolidated Audited Financial Statements, see
the disclosure at notes 16 and 25 of the financial statements.
(b)
Long-term product purchase contracts
. In the 2024 Management’s Discussion and Analysis, see the
disclosure at “Off-balance sheet arrangements” (page 54).
5
(c)
Other arrangements
. In the 2024 Management’s Discussion and Analysis, see the disclosure at “Off-
balance sheet arrangements” (page 54). In the 2024 Consolidated Audited Financial Statements, see
the disclosure at notes 14 and 15
of the financial statements.
Tabular Disclosure of Contractual Obligations
.
disclosures at “Financing Activities” (pages 53 and 54) and “Off-balance sheet arrangements” (page 54).
Identification of the Audit Committee.
committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Cameco Corporation’s audit
committee is comprised of: Daniel Camus (chair), Catherine Gignac , and Leontine van Leeuwen-Atkins.
Audited Annual Financial Statements
.
Cameco Corporation’s Consolidated Audited Financial Statements as of December 31, 2024 and 2023 is included
in Exhibit 99.2 – 2024 Consolidated Audited Financial Statements.
Mine Safety Disclosure
.
other mine”, as those terms are defined in section 3 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C.
802), that is subject to the provisions of such Act (30 U.S.C. 801 et seq.). Therefore, the provisions of Section
1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 16 of General Instruction B
to Form 40-F requiring disclosure concerning mine safety violations and other regulatory matters do not apply to
Cameco Corporation or any of its subsidiaries or U.S. mines.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
Not Applicable
.
Disclosure Pursuant to the Requirements of the New York Stock Exchange
.
(a)
Corporate governance practices
. Disclosure of the significant ways in which Cameco Corporation’s
corporate governance practices differ from those required for U.S. companies under the New York Stock
Exchange (“NYSE”) listing standards can be found on Cameco Corporation’s website at www.cameco.com
under “About – Governance.”
(b)
Presiding director at meetings of non-management directors
. Cameco Corporation schedules regular
director sessions in which Cameco Corporation’s “non-management directors” (as that term is defined in
the rules of the NYSE) meet without management participation. Ms.Catherine Gignac, as non-executive
chair of Cameco Corporation, serves as the presiding director (the “Presiding Director”) at such sessions.
Each of Cameco Corporation’s non-management directors is “independent” as such term is used in the
rules of the NYSE, with the exception of Tammy Cook-Searson. Cameco Corporation’s criteria for director
independence are available on Cameco Corporation’s website at www.cameco.com under “About –
Governance.”
(c)
Communication with non-management directors
. Shareholders may send communications to Cameco
Corporation’s Presiding Director or non-management directors by mailing (by regular mail or other means
of delivery) to the corporate head office at 2121 –
11
th
S7M 1J3, in a sealed envelope marked “Private and Strictly Confidential – Attention: Chair of the Board of
Directors of Cameco Corporation”. Any such envelope will be delivered unopened to the Presiding Director
for appropriate action. The status of all outstanding concerns addressed to the Presiding Director will be
reported to the board of directors as appropriate.
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(d)
Corporate governance guidelines
. According to Section 303A.09 of the NYSE Listed Company Manual,
a listed company must adopt and disclose a set of corporate governance guidelines with respect to specified
topics. Such guidelines and the charters of the listed company’s most important committees of the board
of directors are required to be posted on the listed company’s website and be available in print to any
shareholder upon request. Cameco Corporation operates under corporate governance guidelines that are
consistent with the requirements of Section 303A.09 of the NYSE Listed Company Manual. Cameco
Corporation’s corporate governance guidelines and the charters of its most important committees of the
board of directors can be found at Cameco Corporation’s website at www.cameco.com under “About –
Governance” and are available in print to any shareholder who requests them.
(e)
Independent directors
. The names of Cameco Corporation’s non-management directors are: Daniel
Camus, Tammy Cook-Searson, Catherine Gignac, Kathryn Jackson, Don Kayne, Dominique Minière and
Leontine van Leeuwen-Atkins. Each of the non-management directors is “independent”, as such term is
used in the rules of the NYSE, with the exception of Tammy Cook-Searson.
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EXHIBIT INDEX
Exhibit No.
Description
99.1
2024 Annual Information Form
99.2
2024 Consolidated Audited Financial Statements
99.3
2024 Management’s Discussion and Analysis
99.4
Principal Accountant Fees and Services
99.5
Consent of Independent Registered Public Accounting Firm
99.6
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d 14(a) of the U.S.
Securities Exchange Act of 1934, as amended
99.7
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d 14(a) of the U.S.
Securities Exchange Act of 1934, as amended
99.8
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.9
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
99.10
Consent of Alain D. Renaud, P. Geo.
99.11
Consent of Biman Bharadwaj, P. Eng.
99.12
Consent of Scott Bishop, P. Eng.
99.13
Consent of K
irk Lamont
, P. Eng.
99.14
Consent of Gregory M. Murdock, P. Eng.
99.15
Consent of Sergey Ivanov, P. Geo.
99.16
Consent of Daley McIntyre, P. Eng.
99.17
Code of Conduct and Ethics (as amended and restated as of July 2024) (incorporated by
reference to Cameco Corporation’s Form 6-K, furnished to the Commission on January 2
3
,
2025)
99.18
Cameco Corporation Executive Incentive Compensation Recoupment Policy (SEC and
NYSE) (incorporated by reference to Exhibit 99.18 to Cameco Corporation’s annual report on
Form 40-F, filed with the Commission on March 22, 2024)
101
Interactive Data File (formatted as Inline XBRL)
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
8
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made
by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file
an Annual Report on Form 40-F arises; or transactions in said securities.
Consent to Service of Process
Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation
to file this Annual Report on Form 40-F arises.
Any change to the name or address of the agent for service of process of Registrant shall be communicated
promptly to the Commission by an amendment to the Form F-X referencing the file number of the relevant
registration statement.
SIGNATURES
Pursuant to the requirements of the Exchange Act, Registrant certifies that it meets all of the requirements for filing
on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly
authorized.
DATED this 21
st
CAMECO CORPORATION
By:
/s/ Grant Isaac
Name: Grant Isaac
Title: Executive Vice-President and
Chief Financial Officer