CAMECO CORP 6-K 제출: 외국 발행사 보고서(6-K)

EQUITY DISTRIBUTION AGREEMENT

November 5, 2026 TD Securities Inc. 66 Wellington Street West, 10 Floor Toronto, Ontario M5K 1A2 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, New York 10017

CIBC World Markets Inc. 161 Bay Street, 6 Floor Toronto, Ontario M5J 2S8 CIBC World Markets Corp. 300 Madison Ave, 6 Floor New York, New York 10017

Scotia Capital Inc. 40 Temperance Street, 6 Floor Toronto, Ontario M5H 0B4 Scotia Capital (USA) Inc. 250 Vesey Street, 24 Floor New York, New York 10281

Ladies and Gentlemen:

Cameco Corporation, a corporation incorporated under the Canada Business Corporations Act (the “ Corporation ”), confirms its agreement (this “ Agreement ”) with TD Securities Inc., CIBC World Markets Inc. and Scotia Capital Inc. (collectively, the “ Canadian Agents ”), and TD Securities (USA) LLC, CIBC World Markets Corp. and Scotia Capital (USA) Inc. (collectively, the “ U.S. Agents ”, and together with the Canadian Agents, the “ Agents ”) to issue and sell common shares of the Corporation upon and subject to the terms and conditions contained herein. Capitalized terms used herein have the meanings given to them in Section 26 hereof.

1. Issuance and Sale of Shares

The Corporation agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents, common shares (the “ Shares ”) of the Corporation having an aggregate sales price of up to US$1,000,000,000 (or the equivalent in Canadian currency) (the “ Offering ”). The Shares will be sold on the terms set forth herein at such times and in such amounts as the Corporation and the Agents shall agree from time to time. The issuance and sale of the Shares through the Agents will be effected pursuant to the Canadian Prospectus (as defined below) and the Registration Statement (as defined below) filed by the Corporation, which Registration Statement became effective upon filing with the U.S. Securities and Exchange Commission (the “ SEC ”) pursuant to Rule 467(a) under the Securities Act.

When determining the aggregate value of the Placement Shares (as defined below) sold, the Corporation will use the daily exchange rate posted by the Bank of Canada on the date the applicable Placement Shares were sold to determine the United States dollar equivalent of any Placement

Shares sold in consideration for Canadian dollars.

Nothing contained herein shall prohibit or restrict the Corporation from issuing securities or raising money in any manner other than through Placements pursuant to this Agreement.

(a) Placement Notice .

Each time that the Corporation wishes to issue and sell Shares hereunder (each, a “ Placement ”), it will notify the applicable Agent that the Corporation has selected such Agent, in its sole discretion, to act as its agent in respect of such Placement by e-mail notice (or other method mutually agreed to in writing by the parties) (a “ Placement Notice ”) containing the parameters within which it desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (“ Placement Shares ”), (ii) the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined below), (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made, and (vi) the amount of the Placement Fee, with a copy to the other Agents.

The Placement Notice shall originate from any two of the individuals (each an “ Authorized Representative ”) from the Corporation set forth on Schedule 1 , and shall be addressed to each of the respective individuals from the applicable Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time by notice given in accordance with Section 14.

The Placement Notice shall be effective upon delivery to the applicable Agent unless and until (A) the entire amount of the Placement Shares referred to in the Placement Notice have been sold, (B) the Placement Notice is suspended or terminated in accordance with the notice requirements set forth in Section 4 or Section 13 , as applicable, (C) the Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier Placement Notice, or (D) this Agreement has been terminated under the provisions of Section 13 . Notwithstanding the foregoing, the Corporation may not deliver a Placement

Notice to an Agent if the Corporation has delivered a continuing Placement Notice to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in

Section 4 .

(b) Placement Fee . The amount of compensation to be paid by the

Corporation to the Agents with respect to each Placement under this Agreement shall be equal to up to 2% of the gross proceeds from such Placement (the “ Placement Fee ”) as set out in the Placement Notice, which amount shall be paid in the same currency as the sale of the Placement Shares it pertains to.

(c) No Obligation . It is expressly acknowledged and agreed that neither the Corporation nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Corporation delivers a Placement Notice to the applicable

Agent, which Placement Notice has not been suspended or otherwise terminated in accordance with the terms of this Agreement, and then only upon the terms specified therein and herein. It is also expressly acknowledged that the Agents will be under no obligation to purchase Placement Shares on a principal basis. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will prevail.

3. Sale of Placement Shares by the Agents

Subject to the terms and conditions of this Agreement, upon the Corporation’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been suspended, or otherwise terminated in accordance with the terms of this Agreement, each of the applicable Agents will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice and this Agreement. The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101 (as defined below)) in Canada (a “ Canadian Marketplace ”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101)

in the United States (a “ United States Marketplace ”) and pursuant to any other sales method permitted by applicable law and this Agreement to be used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method permitted by applicable law and this Agreement to be used by the Agents), (iii) the gross proceeds of the Placement Shares sold, (iv) the Placement Fee payable by the Corporation to the Agents with respect to such Placement Shares sold, and (v) the Net Proceeds (as defined below) payable to the Corporation. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at-the-market distribution”

under NI 44-102, including, without limitation, (i) in privately negotiated transactions with the consent of the Corporation and, if required, consent under the rules of the TSX and the NYSE; (ii) as block transactions; and (iii) as sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly), covenants and agrees with the Corporation that (i) it shall not, directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada, and (ii) it shall not sell Placement Shares on the TSX or any Canadian Marketplace. Each of the Canadian Agents, severally (and not jointly), covenants and agrees with the Corporation that (i) it shall not, directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in the United States, and (ii) it shall not sell