Cameco Corp 40-F for FY2021
Cameco Corp (CCJ)
40-F
2022-03-22
For: 2021-12-31
View Original
Added on
April 09, 2026
About this 40-F
Cameco Corp filed this 40-F on March 22, 2022, covering the fiscal year ended December 31, 2021 (FY2021).
Headline figures
Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 1.47B CAD
- down 18.1% from 1.8B CAD a year earlier
- Net loss
- 102.58M CAD
- compared with a net loss of 53.17M CAD a year earlier
- Diluted EPS
- -0.26 CAD
- compared with -0.13 CAD a year earlier
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
:
(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 and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted 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 and post 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.
Certain statements in this Form 40-F constitute “forward-looking statements” within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. In Exhibit 99.1 see “Caution about forward-looking information.”
3
Certifications and Disclosure Regarding Controls and Procedures
.
(a)
Certifications regarding controls and procedures
.
(b)
Evaluation of disclosure controls and procedures
. As of December 31, 2021 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 are 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.
It should be noted that while the CEO and CFO believe that Cameco Corporation’s disclosure controls
and procedures provide a reasonable level of assurance that they are effective, they do not expect the
disclosure controls and procedures or internal control over financial reporting to be capable of preventing
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.
(c)
Management’s annual report on internal control over financial reporting
.
Cameco Corporation’s 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) of the Exchange
Act) for Cameco Corporation. Management conducted an evaluation of the effectiveness of internal
control over financial reporting based on the Internal Control – Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation,
management concluded that Cameco Corporation’s internal control over financial reporting was
effective as of December 31, 2021.
(d)
Attestation report of the registered public accounting firm
.
Corporation’s internal control over financial reporting as of December 31, 2021 was audited by KPMG
LLP, an independent registered public accounting firm, as stated in its report in Exhibit 99.2 – 2021
Consolidated Audited Financial Statements.
(e)
Changes in internal control over financial reporting
. During the fiscal year ended December 31,
2021, there were no significant changes in Cameco Corporation’s internal control over financial reporting
that have materially affected, or are reasonably likely to materially affect, Cameco Corporation’s internal
control over financial reporting.
Audit & Finance Committee Financial Expert
.
least one member of its audit and finance committee (the “audit committee”) is the sole audit committee financial
expert. The audit committee financial expert is Daniel Camus. Mr. Camus has 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 is included in his biographical information contained
in Cameco Corporation’s Annual Information Form in Exhibit 99.1. 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 board of directors.
4
Code of Ethics
.
and employees of Cameco Corporation, including the CEO and CFO. 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 chief executive officer and the non-executive chair, can be found on Cameco Corporation’s
website at www.cam eco.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 implied waivers, from any
provision of the Code. In 2021, Cameco Corporation amended its previously filed Code and made non-substantive
changes including the addition of information on intellectual property and clarified wording around gifts or invitations
from vendors.
The Code was furnished to the Commission on January 24, 2022 as Exhibit 1 to a report on Form 6-K and is
incorporated by reference herein as Exhibit 99.16.
Principal Accountant Fees and Services
.
,
, 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. They are disclosed in the following sections of Exhibit 99.3
– 2021 Management’s Discussion and Analysis and the notes to the financial statements in Exhibit 99.2 – 2021
Consolidated Audited Financial Statements:
(a)
Financial assurances
. In the 2021 Management’s Discussion and Analysis, see the disclosure at “Off-
balance sheet arrangements” (page 46). In the 2021 Consolidated Audited Financial Statements, see
the disclosure at notes 15, 21 and 25 of the financial statements.
(b)
Long-term product purchase contracts
. In the 2021 Management’s Discussion and Analysis, see the
disclosure at “Off-balance sheet arrangements” (page 46).
(c)
Other arrangements
. In the 2021 Management’s Discussion and Analysis, see the disclosure at “Off-
balance sheet arrangements” (page 46). In the 2021 Consolidated Audited Financial Statements, see
the disclosure at notes 13 and 14
of the financial statements.
Tabular Disclosure of Contractual Obligations
.
disclosures at “Financing Activities” (pages 45 and 46) and “Off-balance sheet arrangements” (page 46).
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), Leontine Atkins, Ian Bruce, Catherine Gignac and Jim Gowans .
Audited Annual Financial Statements
.
Cameco Corporation’s Consolidated Audited Financial Statements as of December 31, 2021 and 2020 is included
in Exhibit 99.2 – 2021 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 Pursuant to the Requirements of the New York Stock Exchange
.
5
(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 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. Mr. Ian Bruce, 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. 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.
(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: Leontine
Atkins, Ian Bruce, Daniel Camus, Donald Deranger, Catherine Gignac, Jim Gowans, Kathryn Jackson, and
Don Kayne. Each of the non-management directors is “independent”, as such term is used in the rules of
the NYSE.
6
EXHIBIT INDEX
Exhibit No.
Description
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8
99.9
99.10
99.11
99.12
99.13
99.14
99.15
99.16
101
Interactive Data File (formatted as Inline XBRL)
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
7
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Undertaking
Cameco Corporation 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
Cameco Corporation has previously filed a Form F-X in connection with the class of securities in relation to which
the obligation to file this report arises.
Any change to the name or address of the agent for service of process of Cameco Corporation 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, Cameco Corporation 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 22
nd
CAMECO CORPORATION
By:
/s/ Grant Isaac
Name: Grant Isaac
Title: Senior Vice-President and
Chief Financial Officer