UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
6-K
Report ofForeign Private Issuer
Pursuant to Rule
13a-16
or
15d-16
Under the Securities Exchange Act of 1934
For the month of November, 2023
CamecoCorporation
(Commission file
No. 1-14228)
2121-11th Street West
Saskatoon, Saskatchewan, Canada S7M 1J3
(Address of Principal Executive Offices)
Indicate by check mark whetherthe registrant files or will file annual reports
under cover Form
20-F
or Form
40-F.
Form
20-F Form
40-F
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to
theCommission pursuant to
Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes No
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with
Rule 12g3-2(b):
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Exhibit Index
Exhibit No. Description
99.1 Press Release dated November 7, 2023
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned,thereunto duly authorized.
Date: November 8, 2023 Cameco Corporation
By: /s/ Sean A. Quinn
Sean A. Quinn
Senior Vice-President, Chief Legal Officer and Corporate Secretary
Exhibit 99.1
TSX:
CCO
NYSE:
CCJ
website:
cameco.com
currency:
Cdn (unless noted)
2121 - 11
th
Street West, Saskatoon, Saskatchewan, S7M 1J3 Canada
Tel:
306-956-6200
Fax:
306-956-6201
Cameco and Brookfield Complete Acquisition of Westinghouse Electric Company
Creating a Powerful Platform for Strategic Growth
Saskatoon, Saskatchewan, Canada, November 7,2023 . . . . . .
. . . . . . .
All amounts in Canadian dollars unlessspecified otherwise
Cameco
(TSX: CCO; NYSE: CCJ) announced that the acquisition of Westinghouse Electric
Company (Westinghouse) in a strategicpartnership with Brookfield Asset
Management alongside its publicly listed affiliate Brookfield Renewable
Partners (Brookfield) and institutional partners closed today.
Cameco now owns a 49% interest and Brookfield owns the remaining 51% in
Westinghouse, one of the world's largest nuclear services businesses.
"This is a historic day for Cameco as we join Brookfield to complete our
purchase of Westinghouse," said Tim Gitzel, president and CEO of Cameco."Since
first announcing this deal a year ago, we believe the business prospects for
Westinghouse have significantly improved. The sustained and positive momentum
for nuclear energy has been undeniable as countries and companies around the
worldstrive to meet their
net-zero
commitments and growing energy needs through clean and secure supply.
"Cameco's 35 years of experience in uranium mining and nuclear fuel production
combined with Brookfield's expertise in clean energy is expectedto provide a
solid foundation for Westinghouse's continued success in the provision of
nuclear plant technologies, products and services, and to create a powerful
platform for strategic growth across the nuclear sector. The partners,
togetherwith Westinghouse, are well-positioned to provide global solutions for
the increasing need for secure, reliable and emissions-free baseload power.
"Our priorities over the coming weeks will include Cameco and Brookfield
conducting our first Westinghouse board meeting focused on its strategicbusiness
plan. Cameco also has a number of international commitments to fulfil over
the next month with some of the most influential countries, world leaders and
global organizations who are seeking our advice on how to help nuclear power
realizeits full potential and further amplify its contributions to a clean and
secure energy future. Once those commitments have been fulfilled, Cameco will
host a virtual investor day on December 19, 2023, to further discuss the
exciting businessprospects we see moving forward for Westinghouse," Gitzel
said. Additional information and registration details for the virtual investor
day can be found at the end of this release and on Cameco's website.
The total enterprise value of $7.9 billion (US) was adjusted for working
capital balances at the close, resulting in a final enterprise value of$8.2
billion (US). Westinghouse has $3.8 billion (US) in outstanding debt
commitments, for which it maintains responsibility after closing and which
reduces the equity cost of the acquisition.
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To finance Cameco's 49% share of the purchase price, equaling $2.1 billion
(US), we used$1.5 billion (US) of cash and drew the full amount of both $300
million (US) tranches of the term loan put in place concurrently with the
execution of the acquisition agreement, and which mature two years and three
years from the date ofclose. The $280 million (US) bridge commitment that we
also secured concurrently with the acquisition agreement was not required to
complete the transaction and has been terminated.
The mix of capital sources to finance our share of the acquisition was chosen
to preserve our balance sheet and ratings strength while maintaining
healthyliquidity. We expect to maintain the financial strength and flexibility
to execute on our strategy and take advantage of value-adding growth
opportunities, while navigating by our investment-grade rating and
self-managing risk. With exposure toimproving prices under our long-term
contract portfolio and the ongoing
ramp-up
to our
tier-one
run rate, we expect to see continued improvement in our earnings and cashflow
profile.
Today, we believe the demand outlook for nuclear power is better and more
durable than ever, driven by the recognition of the critical roleit must play
in helping to solve the world's dual climate and energy security crises. We
expect this acquisition will enhance Cameco's participation in the nuclear
fuel cycle at a time when there is tremendous growth on the horizon for
ourindustry. Globally, policy makers are focused on how to accelerate
investment in the expansion of the nuclear reactor fleet by removing barriers
and strengthening the nuclear fuel supply chain needed to allow nuclear power
to deliver on its promiseto help provide a clean and secure energy future.
We expect this strategic and transformative acquisition will be accretive to
Cameco. We are enhancingour ability to compete for more business by investing
in additional nuclear fuel cycle assets that we expect will augment the core
of our business and offer more solutions to our customers across the nuclear
fuel cycle. Like Cameco, Westinghouse hasnuclear assets that are strategic,
proven, licensed and permitted, and that are in geopolitically attractive
jurisdictions. We expect these assets, like ours, will participate in the
growing demand profile for nuclear energy.
Westinghouse has a stable and predictable core business generating durable
cash flows. Like Cameco, Westinghouse has a long-term contract portfolio,
whichpositions it well to compete for growing demand for new nuclear reactors
and reactor services, as well as the fuel supplies and services needed to keep
the global reactor fleet operating safely and reliably. This strong base of
business also helpsprotect Westinghouse from macro-economic headwinds as
utility customers run their critical nuclear power plants. Its durable and
growing business is expected to allow Westinghouse to self-fund its approved
annual operating budget, to maintain itsexisting capacity to service its
annual financial obligations from
de-risked
cash flows, and to pay annual distributions to its owners.
Westinghouse financial performance for the nine-month period ended September
30, 2023
The following financial information is derived from the consolidated financial
statements of Westinghouse, which are reported in US dollars and prepared
inaccordance with US GAAP. EBITDA, Adjusted EBITDA, Levered free cash flow,
and Adjusted EBITDA Margin are
non-GAAP
financial measures and should not be considered in isolation or as a
substitute forfinancial information prepared according to accounting
standards. Other companies may calculate these measures differently, so a
direct comparison to similar measures presented by other companies may not be
possible. The table below reconciles thesemeasures to the closest US GAAP
measure. See
Westinghouse
non-GAAP
Measures
below for more information.
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We believe Westinghouse is well-positioned for long-term growth driven by the
expected increase in globaldemand for nuclear power. Cameco will receive the
economic benefit of its ownership in Westinghouse as of today's close. Cameco
will account for its proportionate interest in Westinghouse on an equity basis.
Westinghouse summary financial information and 2023 outlook
YEAR ENDED NINE MONTHS OUTLOOK
DECEMBER 31 ENDED SEPTEMBER 30
($USD MILLIONS) 2021 2022 2022 2023 2023
Net earnings (loss) 126 440 393 (50) 0-40
Depreciation and amortization 314 371 270 230 300-310
Finance income (1) (2) (1) (8) (9-11)
Finance costs 187 202 148 223 290-310
Income tax expense (recovery) (17) (392) (424) 10 20-40
EBITDA 609 619 386 405 610-650
Other (income) expenses 10 (5) (7) 12 10-15
(Gain) loss on disposal of fixed assets 7 (4) (5) 4 3-5
Loss on derivatives 2 -- -- -- --
Restructuring & acquisition related costs 67 92 66 76 85-95
Gain on disposition of businesses -- -- -- (14) (14)
Adjusted EBITDA 695 702 440 483 690-750
Capital expenditures 154 165 95 125 170-190
Required debt payments 30 37 25 32 40-45
Levered adjusted free cash flow 511 500 320 326 475-525
Revenue 3,286 3,784 2,564 3,051 4,200-4,400
Adjusted EBITDA margin 21% 19% 17% 16% 16%-18%
US GAAP
Note: theranges for 2023 outlook for EBITDA, Adjusted EBITDA and Levered
Adjusted Free Cash Flow are not determined using the high and low estimates of
the ranges provided for each of the detailed reconciling line items.
The expected outlook for Revenue is based on work already in backlog or
additional work expected based on past trends. The expected margins are
aligned withthe
year-to-date
margins with slight variability expected from product mix in the fourth
quarter as compared to previous quarters.
The primary drivers of the expected improvement in Revenue for 2023 are the
contributions from new business opportunities in markets such as Central
andEastern Europe and the benefits accruing from key business acquisitions
made in 2022, which have increased sales volumes in the core business. The
expected Adjusted EBITDA for 2023 is being impacted by planned expenditures
for strategic initiatives,including the development of the AP300
TM
small modular reactor (SMR) and the eVinci
TM
microreactor. These investments are expected toprovide new business
opportunities for Westinghouse in an emerging segment of our industry, and we
are optimistic about the potential for the future deployment of these
technologies to make a meaningful contribution to Westinghouse's long-termfinanc
ial performance.
In 2023, over 95% of Westinghouse's Adjusted EBITDA is expected to come from
its core recurring business, which is stable andcharacterized by long-term
contracts. The remaining 2023 projected Adjusted EBITDA is expected to come
from the energy systems business unit.
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In general, the new reactor activity is driven by large, binary decisions by
countries and companies to useWestinghouse's technology, such as the licensed
AP1000
(R)
reactor design, for the construction of new nuclear power plants. Once
contracts are signed and work begins, these projects areexpected to generate
multi-year revenue streams and EBITDA for Westinghouse.
In addition to the AP1000 reactors already deployed in the US and China,Poland
recently signed an engineering services contract for three AP1000 reactors for
its new nuclear energy program. Ukraine has also selected the AP1000 reactor
for nine units and has signed an engineering services contract for the first
unit, andBulgaria has chosen the AP1000 reactor for two units at the Kozloduy
nuclear site. Engineering services contracts are required before work can
begin. See
AP1000 reactor new build framework
below for more information.
Cash distributions
Annually, the partners approve abudget and business plan which outline the
financial projections and capital allocation priorities. The determination of
whether to make cash distributions to the partners will be reviewed quarterly
based on the approved budgeted expenditures andcapital allocation priorities,
including growth investment opportunities, as well as available cash balances.
However, the timing of cash distributions is expected to be aligned with the
timing of Westinghouse's cash flows, which are typicallyhigher in the fourth
quarter. Due to the timing of the close of this transaction, we do not expect
to receive any cash distributions in 2023.
Coregrowth beyond 2023
Westinghouse's core business is characterized by recurring and predictable
revenue and cash flow streams, the majority ofwhich are secured in advance
under long-term contracts with durations that can range from 3 to more than 10
years, depending on the product or service being provided. Amid the ongoing
demand growth and global energy security concerns, we expectthere will be new
opportunities for Westinghouse to compete for and win new business.
Westinghouse's reputation as a global leader in the nuclear industry and its
position as a
non-Russian
alternativesupplier for certified VVER fuel assemblies are expected to benefit
its core business as Eastern European countries seek to develop a reliable
fuel supply chain independent of Russia. Revenue and Adjusted EBITDA over the
next three years inWestinghouse's core business are expected to grow at
approximately the anticipated average annual growth rate of the nuclear
industry, which, based on the World Nuclear Association's Reference Case, is
estimated at 3.6%.
AP1000 reactor new build framework
In addition to growthin its core business, the focus on the importance of
nuclear power in providing carbon-free, secure and affordable baseload power
as an essential part of the electricity grid in many countries is creating new
opportunities for Westinghouse'sproven AP1000 reactor design, as well as the
smaller reactor designs it has in development. Its technology and experience
provide a competitive advantage as the engineering and procurement aspects of
new build programs are initiated.
Westinghouse undertakes its role in the design, development, engineering and
procurement of equipment for new reactors. It does not provide constructionservi
ces or assume any construction risk. This segment has the potential to add
significant long-term value during the construction phase, and then to the
core of the business through reactor services and fuel supply contracts once
the reactorbegins commercial operation.
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Following an announcement of a successful bid, there are a number of contracts
that must be signed beforerevenue is realized. As these large,
one-time
decisions by utilities to construct new nuclear power plants using
Westinghouse's proven AP1000 reactor design are made and as the associated
engineering andprocurement contracts are signed, we expect it will drive
growth beyond that of its core business described above. However, until the
contracts are signed, they will not be incorporated in the growth expectations.
The following is an illustrative framework for the expected timing of revenue
flows and profitability of the energy systems business unit.
Assumptions and estimates:
. Cost to construct new AP1000 reactor in US based
on MIT (Massachusetts Institute of Technology)
study:$6 billion to $8 billion (US), although
it can vary significantly depending on
in-country
labour and construction productivity rates. There is a measured and noticeable
scale effect where multiplereactors have been built - for example, in
China, where four AP1000 reactors are in operation and six more are under
construction, and the US, where two were built and one is in operation.
. Engineering and procurement work: 25% to 40% of total plant cost, depending on the scope of the project
-excluding China, where Westinghouse scope is typically less than 10% of the total project cost.
. EBITDA margin for new build activity is expected to be aligned with
the overall core business, although it canvary between 10% to 20%.
Illustrative framework of Westinghouse revenue flow for reactor new build
project
Other growth opportunities
In addition to its AP1000 reactor design, Westinghouse has submitted its
pre-application
Regulatory Engagement Planwith the US Nuclear Regulatory Commission for the
development of its AP300 SMR, which is based on the proven and licensed AP1000
reactor design. Its eVinci microreactor design was recently awarded US
Department of Energy funding for a test reactorFEED
(front-end
engineering design) at Idaho National Lab. The AP300 SMR and the eVinci
microreactor are expected to offer the same carbon-free baseload benefits as
larger nuclear reactor technologies, but aretailored for specific
applications, including industrial, remote mining,
off-grid
communities, defense facilities and critical
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infrastructure. As with the AP1000 reactor, they are expected to have
applications beyond electricity generation, including district and process
heat, desalination and hydrogen production. We areoptimistic about the future
competitiveness of these technologies and their potential to make a meaningful
contribution to Westinghouse's long-term financial performance. However, they
are presently still in the development phase.
Background
The acquisition of Westinghouse was completedin the form of a limited
partnership with Brookfield. The board of directors governing the limited
partnership consists of six directors, three appointed by Cameco and three
appointed by Brookfield. Decision-making by the board corresponds topercentage
ownership interests in the limited partnership (49% Cameco and 51%
Brookfield). However, decisions with respect to certain reserved matters under
the partnership agreement, such as the approval of the annual budget, require
the presenceand support of both Cameco and Brookfield appointees to the board
as long as certain ownership thresholds are met.
Westinghouse is a nuclear reactortechnology original equipment manufacturer
and a leading provider of highly technical aftermarket products and services
to commercial nuclear power utilities and government agencies globally. The
company has recurring and predictable revenue andcash flow profiles due to the
critical and
non-discretionary
nature of its products and services to the operation of nuclear power plants
around the world. Like Cameco, Westinghouse enables
zero-emission
baseload and dispatchable energy that is needed to support the energy
transition, and it is therefore well-positioned for long-term growth.
Westinghouse's core business includes:
. The critical engineering design and analysis of operating plants to enhance safety, availability
and reliability.It delivers advanced products and services for outage support, including plant
components, inspections, maintenance, repair and modification, and replacement. In addition, it
engineers and manufactures specialized components for new and operatingplants, including safety and
non-safety
instrumentation and control products, and provides services throughout the full nuclear power plant operating
lifecycle. This work represents a large component of itscore business and is built on long-term customer
relationships characterized by long-term contracts. These customers seek solutions to ensure their reactors
operate efficiently and reliably, and the business therefore results in recurring andpredictable revenue streams.
. The design, manufacture and delivery of nuclear fuel products and services to
customers across the globe andacross multiple light water reactor technologies.
. The provision of nuclear sustainability, environmental stewardship and remediation
services for retired nuclearpower plants and site management to government customers.
As noted earlier, in addition to its core business, Westinghouse is involvedin
the design, development, engineering and procurement of equipment for new
AP1000 plant projects and is also active in the design and development of
next-generation nuclear technologies, including its AP300 SMR and eVinci
microreactor.
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Westinghouse
non-GAAP
measures
The
non-GAAP
measures referenced in this document are used as indicators of the financial
performance of Westinghouse.Management believes that these
non-GAAP
measures provide useful information to investors, securities analysts and
other interested parties in assessing the operational performance of
Westinghouse and itsability to generate cash. These measures are not
recognized measures under US GAAP, do not have a standardized meaning, and are
therefore unlikely to be comparable to similar measures presented by other
companies. Accordingly, these measuresshould not be considered in isolation or
as a substitute for the financial information reported under US GAAP.
EBITDA
Westinghouse's EBITDA is defined as Westinghouse's net earnings, adjusted for
the costs related to the impact of the company's capital and taxstructure
including: (a) depreciation and amortization, (b) finance income, (c) finance
costs (net, including accretion), and (d) income tax expense (recovery).
Adjusted EBITDA
Westinghouse's Adjusted EBITDA isdefined as Westinghouse's EBITDA, adjusted
for the impact of certain expenses, costs, charges or benefits incurred in
such period, which are either not indicative of underlying business
performance or that impact the ability to assess theoperating performance of
Westinghouse's business, including: (a) other (income) expenses, (b) (gain)
loss on disposal of fixed assets, (c) loss on derivatives, (d) restructuring
and acquisition-related costs, and (e) gain ondisposition of businesses.
Westinghouse may realize similar gains or incur similar expenditures in the
future.
Adjusted levered free cash flow
Westinghouse's Adjusted levered free cash flow is defined as Westinghouse's
Adjusted EBITDA less capital expenditures and required debtrepayments for the
appropriate period.
Adjusted EBITDA margin
Westinghouse's Adjusted EBITDA margin is defined as Westinghouse's Adjusted
EBITDA divided by revenue for the appropriate period.
EBITDA, Adjusted EBITDA, Adjusted levered free cash flow, and Adjusted EBITDA
margin are supplemental measures which are used by Cameco and other
users,including Cameco's lenders and investors, to assess Westinghouse's
results of operations from a management perspective without regard to its
capital structure. Cameco believes that these measures are useful to
management, lenders andinvestors in assessing the underlying performance of
its ongoing operations and its ability to generate cash flows to fund its cash
requirements.
Investor Day
Cameco will be hosting a Virtual InvestorDay on December 19, 2023, starting at
9:30 a.m. Eastern to discuss Westinghouse, its future business prospects, and
the expected impact on Cameco's business operations and financial performance.
The webcast will be open to all investors and the media. Interested parties
can register for this event at www.cameco.com or
https://edge.media-server.com/mmc/p/c9xowjww
.
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Profile
Cameco is one of the largest global providers of the uranium fuel needed to
energize a
clean-air
world. Our competitiveposition is based on our controlling ownership of the
world's largest high-grade reserves and
low-cost
operations. Utilities around the world rely on our nuclear fuel products to
generate safe, reliable,carbon-free nuclear power. Our shares trade on the
Toronto and New York stock exchanges. Our head office is in Saskatoon,
Saskatchewan, Canada.
Caution Regarding Forward-Looking Information and Statements
This news release includes statements and information about our expectations
for the future, which we refer to as forward-looking information.
Forward-lookinginformation is based on our current views, which can change
significantly, and actual results and events may be significantly different
from what we currently expect.
Examples of forward-looking information in this news release include: our
expectation on maintaining financial strength and flexibility; our expectation
forimprovement in earnings and cash flows; our expectation of the demand
outlook for nuclear power; our expectation that the acquisition will enhance
our participation in the nuclear fuel cycle; our expectation of accretion from
the acquisition on us;our expectation that the investment will augment the
core of our business; our expectation of Westinghouse being able to
participate in the growing demand profile for nuclear energy; our expectation
that Westinghouse's durable and growingbusiness will allow Westinghouse to
self-fund its approved annual operating budget, maintain its existing capacity
to service its annual financial obligations from
de-risked
cash flows, and pay annualdistributions to its owners; our expectation in
respect of an increase in global demand for nuclear power; our 2023 outlook
for Westinghouse's Adjusted EBITDA, capital expenditures and Revenue; our
expectation for 95% of Westinghouse'sAdjusted EBITDA coming from its core
recurring business; our expectation for the remaining 2023 projected Adjusted
EBITDA coming from energy systems business unit which reflects the planned
2023 investments in strategic initiatives, including thedevelopment of the
AP300 small modular reactor (SMR) and the eVinci microreactor; our expectation
that such investments providing new business opportunities for Westinghouse
will make a meaningful contribution to Westinghouse's long-termfinancial
performance; our expectation for Westinghouse projects generating multi-year
revenue streams and EBITDA for Westinghouse; our expectation that the timing
of cash distributions from Westinghouse will be aligned with the timing
ofWestinghouse's cash flows; our expectation that Westinghouse's new
opportunities will allow Westinghouse to compete for and win new business; our
expectation that Westinghouse's reputation and position will benefit its core
businessas Eastern European countries seek to develop a reliable fuel supply
chain; our expectation on the growth of Westinghouse's revenue and Adjusted
EBITDA over the next three years; our estimates in respect of the framework
for the timing ofrevenue flows and profitability of contracts under a new
build project; our expectation with respect to the development of its AP300
SMR and our expectation on Westinghouse being well-positioning for future
growth.
Material risks that could lead to different results include: unexpected
changes in uranium supply, demand, long-term contracting, and prices; changes
inconsumer demand for nuclear power and uranium as a result of changing
societal views and objectives regarding nuclear power, electrification and
decarbonization; the risk that our views regarding nuclear power, its growth
profile, and benefits mayprove to be incorrect; the risk that we and
Westinghouse may not be able to meet sales commitments for any reason; the
risk that Westinghouse may not achieve the growth in its business; the risk to
Westinghouse's business associated withpotential production disruptions,
including those related to global supply chain disruptions, global economic
uncertainty, political volatility, labour relations issues, and operating
risks; the risk that Westinghouse may not be able to implementits business
objectives in a manner consistent with its or our environmental, social,
governance and other values; the risk that Westinghouse's strategies may
change, be unsuccessful, or have unanticipated consequences; the risk
thatWestinghouse may be unsuccessful in respect of its new business; and the
risk that Westinghouse may be delayed in announcing its future financial
results.
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In presenting the forward-looking information, we have made material
assumptions which may prove incorrectabout: nuclear power and uranium demand,
supply, consumption, long-term contracting, growth in the demand for and
global public acceptance of nuclear energy, and prices; Westinghouse's
production, purchases, sales, deliveries, and costs; theassumptions and
discussion set out above under the heading Westinghouse summary financial
information and 2023 outlook; the market conditions and other factors upon
which we have based Westinghouse's future plans and forecasts;Westinghouse's
ability to mitigate adverse consequences of delays in production and
construction; the success of Westinghouse's plans and strategies; the absence
of new and adverse government regulations, policies or decisions; that
therewill not be any significant adverse consequences to Westinghouse's
business resulting from business disruptions, including those relating to
supply disruptions, economic or political uncertainty and volatility, labour
relation issues, andoperating risks; and Westinghouse's ability to announce
future financial results when expected.
Please also review the discussion in our 2022 annualMD&A, our 2023 third
quarter MD&A and our most recent annual information form for other material
risks that could cause actual results to differ significantly from our current
expectations, and other material assumptions we have made.Forward-looking
information is designed to help you understand management's current views of
our near-term and longer-term prospects, and it may not be appropriate for
other purposes. We will not update this information unless we are requiredto
by securities laws.
Preliminary Financial Information
Westinghouse reports its financial results in accordance with US GAAP. All
projected financial information and metrics in this presentation arepreliminary.
These estimates are not a comprehensive statement of Westinghouse's financial
position and results of operations. There is no assurance that Westinghouse
will achieve its forecasted results within the relevant period or otherwise.
- End -
Investor inquiries:
Cory Kos
306-716-6782
cory_kos@cameco.com
Media inquiries:
Veronica Baker
306-385-5541
veronica_baker@cameco.com
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