Summary of contract

• Negotiation, representation, and other relevant context

  The parties to this agreement are the Northern Village of Pinehouse (the Village), an incorporated community located in the Province of Saskatchewan comprised of mainly First Nation and Métis peoples and governed by the Mayor and Council, and Kineepik Metis Local Inc. (Kineepik Metis), the representative organization of Métis peoples who are residents of Pinehouse and assert aboriginal rights (together, the communities), Cameco Corporation (Cameco) and Areva Resources Canada Inc. (Areva) (Recital A). The Village is represented by its mayor and councillors, and Kineepik is represented by its board (Art. 6). The members of the Village and Kineepik Metis exercise traditional activities and assert constitutional aboriginal rights to undertake activities within their traditional territory (Recital C). Cameco and Areva are both uranium mining companies with existing operations (some of which Cameco and Areva operate as joint venture partners) located in northern Saskatchewan, some of which are located within or near the traditional territory (Recital D). Both Cameco and Areva have been engaged with, and provided economic, employment and other opportunities to, members of the Village and Kineepik Metis through existing programs in relation to their operations and exploration projects (Recital E). The Village, Kineepik Metis, Cameco and Areva wish to enter into this agreement to affirm their commitment to achieving a long-term, mutually beneficial relationship by building on the success of their existing programs and by establishing terms and conditions on which they can work together in respect of the operations (Recital F). The Village, Kineepik Metis, Cameco and Areva acknowledge that they have had independent legal counsel with respect to the agreement (Art. 11.5). Cameco and Areva provided the funding necessary to ensure that the Village and Kineepik Metis were represented by independent legal counsel throughout the agreement negotiation process (Schedule G, p. 6). The purposes of the agreement are to establish: (i) the principles and framework for a long-term working relationship between the parties in respect of the operations and to build upon existing programming; (ii) a basis by Cameco and Areva to undertake operations in a manner that is mutually beneficial, recognizing the importance of the environment, the communities’ traditional use of territory and Cameco’s and Areva’s need to operate in a commercially-viable manner; (iii) a Four Pillars Framework based on community investment, workforce development, business development, and community engagement and environmental stewardship; and (iv) the basis on which the Village and Kineepik Metis will support operations (Arts. 2.1, 3.1). The Village and Kineepik Metis confirm that they have been consulted over the course of many years in relation to existing operations, that they are well-informed to the general nature of the existing operations and that their residents have been provided with many opportunities to learn and express concerns about the existing operations. The Village and Kineepik Metis fully support the existing operations and, in principle, the proposed operations and exploration projects. If Cameco and Areva implement their obligations to consult and engage the communities regarding the proposed projects and proposed authorizations, including meaningfully addressing the communities’ concerns in accordance with processes set out in Schedule F, the Village and Kineepik Metis (i) intend to fully support the existing operations and (ii) acknowledge that it would be a breach of the agreement to oppose the issuance of authorizations that may be required for any proposed project or exploration projects. However, the Village and Kineepik Metis and its residents may raise concerns in any forum or to any entity (Art. 5.1). Schedule G contains a summary of the agreement.

• Governance, implementation, dispute resolution

  The Village, Kineepik Metis and Cameco will form a joint implementation committee consisting of 2 representatives from each of Cameco, the Village and Kineepik within 30 days of the date of the effective date of the agreement and meet at least twice a year. Areva may elect to participate in the joint implementation committee and shall be entitled to appoint 2 representatives. The joint implementation committee will enable the parties to: (i) discuss operational matters; (ii) monitor and oversee the implementation of the agreement; (iii) collaborate to achieve consensus on matters relating to the agreement; (iv) make recommendations to senior representatives; and (v) perform other obligations in the agreement, but will not have any decision-making authority. Cameco will pay the reasonable costs associated with the Village and Kineepik Metis’ participation in the joint implementation committee if those costs are included in an agreed-upon budget, which Cameco has approved in advance. If Areva chooses to participate in the joint implementation committee, Areva will contribute its proportionate share to such costs as long as Areva has approved the budget before such costs have been incurred (Arts. 4.1). Cameco will pay an honorarium to the joint implementation committee members in an amount of US$250 per meeting. Once each year, Cameco will cover actual invoiced costs up to US$2000, of one Village or Kineepik Metis’ member of the joint committee attending a professional development training initiative (Schedule F, Arts. 25, 28). Senior representatives of the Village, Kineepik Metis, Cameco and Areva must: (i) meet at least once a year to review the progress that has been made in terms of implementing the agreement; (ii) review any major recommendations of the joint implementation committee; and (iii) discuss other matters arising in connection with the agreement (Art. 4.2). A joint implementation engagement subcommittee will be established. The members of this subcommittee will have some degree of responsibility and accountability for environmental management and/or community engagement matters to their respective organization (Schedule F, Arts. 11, 13). The joint implementation subcommittee will consult with the Village and Kineepik Metis in relation to the proposed Cameco operations, which may satisfy Cameco’s obligation under the agreement to engage with the communities. The joint implementation subcommittee will also facilitate and coordinate other matters related to environmental management and/or community engagement (Schedule F, Art. 17). Cameco and Areva will prepare an operation-specific community engagement plan approximately every 6 months in order to: (i) set out community engagement and environmental stewardship programs to be followed during that period; (ii) ensure the community are kept regularly informed of the operations; and (iii) highlight any authorization requested to the government, which may potentially impact the community members’ aboriginal rights. The operation-specific community engagement plans will include a combination of the following methods of community engagement: joint implementation engagement subcommittee meetings, community meetings, Northern Saskatchewan Environmental Quality Committee meetings, a tour by Cameco, the Cameco Leaders Roundtable, distribution of fact-sheet and FAQ documents to community members, dissemination of operations-related information through various sources and creation of an animation video in English and Cree to be presented at joint implementation engagement subcommittee meetings (Schedule F, Arts. 47-50). If a dispute arises, Cameco, Areva, the Village and Kineepik Metis will first attempt to resolve it amicably. If the joint implementation committee is unable to resolve the dispute, the dispute will be referred to a discussion between the sitting Mayor of the Village, the sitting President of Kineepik and the Vice President of Corporate Social Responsibility (or the equivalent position) for Cameco and/or Areva. The parties may resolve a dispute by mutual agreement at any time and such agreement must be recorded in writing and signed by authorized representatives of all the relevant parties. If a dispute cannot be resolved by the above procedures, the dispute will be submitted to non-binding mediation. If the dispute cannot be resolved by mediation, the dispute will be submitted to arbitration by any party providing written notice to the other. Arbitrations will be conducted by three-arbitrator panels (Art. 7(a)-(d)). While an arbitrator is being appointed, any party may apply for interim judicial relief, such as an injunction or other equitable relief (Art. 7.2). If there is a dispute about whether Cameco or Areva has committed a material breach and any of Cameco, Areva, the Village or Kineepik Metis have referred the matter to arbitration, the Village and Kineepik Metis’ right to terminate the agreement is suspended until 60 days after an arbitrator has made a final determination that a material breach has been committed (Art. 9.1(c)). If the Village and Kineepik Metis materially breach the agreement, Cameco and Areva may suspend the community investment payments until the Village and Kineepik Metis remedy the breach (Art. 9.2(b)(c)). If Cameco and Areva have suspended community investment payments due to a material breach by the Village and Kineepik Metis, but an arbitrator determines that no material breach has occurred, Cameco and Areva will reimburse the Village and Kineepik Metis for all costs incurred by the Village and Kineepik Metis in relation to the dispute resolution process and the arbitral judgement (Art. 9.2(f)).

• Fiscal obligations: content

  Cameco will pay the Village and Kineepik Metis: (i) US$1,000,000 15 business days after the benefits management structure is finalized; (ii) US $500,000 60 days after production commences at Cigar Lake; and (iii) US$500,000 60 days after construction commences at Millennium (Schedule C, Art. 5). The Village and Kineepik Metis will form a benefits management structure by constituting a trust to direct and manage the expenditure of the community investment payments for the benefit of the Village and Kineepik Metis and their members. No payments will be made directly or indirectly to community leaders, community organizations or to government officials and their immediate families. The trust agreement will establish criteria for permitted and non-permitted uses of community investment payments and will include provisions setting out reporting requirements, including audit requirements, to ensure that the benefits management structure is managed in a transparent and accountable manner (Schedule C, Art. 4). Cameco and Areva will make joint annual payments as follows: (i) US$200,000 per year where the joint production equals 20 million pound/year or less; (ii) US$400,000 per year where the joint production equals 25 million pound/year or less; (iii) US$537,000 per year where the joint production equals 35 million pound/year or less; (iv) US$643,750 per year where the total joint production equals 45 million pound/year or less; (v) US$818,750 per year where the total joint production equals 55 million pound/year or less; or (vi) US$1,000,000 per year in which the total joint production exceeds 55 million pound/year (Schedule C, Art. 6(c)(d)). Cameco and Areva will make semi-annual payments as follows: on or before the first business day after 31 January and 30 June of each year, Cameco and Areva will pay half of the estimated total annual payments for such year, which will be based on actual joint production from the previous year. Within 120 days after the end of each calendar year, Cameco and Areva will send the Village and Kineepik Metis a year-end statement. If there is any discrepancy between the year-end statement and the annual payment calculated for the previous year, Cameco and Areva will pay the difference to a Trust as part of the payment due on June 30 of that year or, if the year-end annual payment calculated for the previous year is more, Cameco and Areva may reduce the amount of any interim payments for subsequent years (Schedule C, Art. 7(a)(b)). Cameco and Areva will pay an additional annual community investment payment to the Village and Kineepik Metis for each year in which the price of uranium realized by Cameco meets or exceeds US$85 million (Schedule C, Art. 9). Cameco must pay the Village and Kineepik Metis US$30,000 within 60 days of the execution of the agreement and the Village shall allocate the education funding to the Pinehouse school for in-school programming (Schedule D, Art. 7). Cameco must provide the community with funding to purchase and install one video conferencing system (Schedule F, Art. 5). If Cameco and/or Areva request it, the Village and Kineepik Metis will write to or meet with existing or prospective investors, lenders and customers of Cameco and/or Areva and Cameco and/or Areva will pay the Village and Kineepik Metis’ reasonable out of pocket expenses (Art. 5.1(h)).

• Community development obligations: Local content

  Cameco, Areva, the Village and Kineepik Metis will use the number of members of the communities currently employed at the two current operations as a baseline to judge progress made pursuant to the agreement. One objective of the agreement is to increase or maintain the number of members of the Village and Kineepik Metis employed. Cameco hired a full-time community liaison whose general responsibilities include helping interested residents gain more information about Cameco’s projects and activities, and particularly to assist residents who are seeking employment with Cameco or Areva. Cameco and Areva have established a community skills database containing details of the available skills of community members and providing information on available training programs provided by Cameco or Areva for members of the Village and Kineepik Metis (Schedule D). The community skills database will also be used to connect interested community applicants with Areva or any other contractor or sub-contractors who may be hiring (Schedule G). Cameco will: (i) work with the community to identify the education and training needs of community members; (ii) seek to employ community members for internships and summer student positions where available; (iii) conduct periodic career fairs with third-party educational institutes; (iv) provide pre-employment skills training programs for community members; (v) identify candidates for specific training programs; (vi) encourage the implementation of supporting training programs by contractors; (vii) develop constructions skills pre-employment training programs with the community; (viii) provide short-term unpaid work placements for community members enrolled in mine-related training programs; (ix) create a scholarship program to enable community members to obtain workplace skills; (x) consider opportunities for training programs with a focus on environmental monitoring with the community; and (xi) provide a training program with a focus on class-one driver training with the community (Schedule D, Art. 9(a)-(k)). Cameco will hire community members on a preferential basis, recognize the Village and Kineepik Metis as a priority recruitment area for its projects; encourage operation contractors to hire qualified community members; and provide opportunities for community members employed by Cameco to advance in their current positions (Schedule D, Art. 10). Cameco will hold at least 2 workshops per year in the Pinehouse high school to educate students about, and profile opportunities in, the uranium mining industry, profile industry-related scholarships and summer employment and provide a forum for high school students to raise questions and concerns (Schedule F, Art. 8). Cameco and Areva must identify and provide capacity building, business and contracting opportunities for the Village and Kineepik Metis owned business, including contracts intended to build sustainable business and to be in place for the duration of a particular operation (Art. 3.5; Schedule E). Cameco will contract with the Village and Kineepik Metis owned business the: (i) design, construction, operation, repair, and maintenance of the camp and other office and administration facilities, (ii) the maintenance, gravel crushing and supply services required for a road, (iii) environmental waste management services, (iv) labor and trade services in connection with the operations and in accordance with the terms of Schedule E, Article 8 (d)(i).

• Community development obligations: Other

  Cameco will continue to hold its northern tour in Pinehouse, and as part of the tour, Cameco will: (i) provide the Village and Kineepik Metis with high-level updates on Cameco’s operations; (ii) hold presentations in schools and a community dinner at a local school; (iii) provide opportunities for community leaders and community members to engage with Cameco representatives; and (iv) host a forum for community members to raise concerns and ask questions (Schedule F, Art. 6). Cameco representatives will be generally available to community members for inquiries regarding industry information, including workforce and business development matters (Schedule F, Art. 9). Cameco will help the Village and Kineepik Metis to collect traditional knowledge, including by updating the communities’ traditional knowledge reports produced collectively by the Village, Kineepik Metis, Cameco prior to signing the agreement (Schedule F, Art. 45).

• Environmental and social protection

  The purposes of the agreement include establishing commitments for addressing potential environmental issues associated with the operations (Art. 2.1(c)(v)). Cameco representatives will be generally available to discuss environmental/traditional land use matters with community members (Schedule F, Art. 9). The Village and Kineepik Metis will share knowledge, including traditional knowledge, with Cameco and/or Areva (where applicable) on an on-going and timely basis in order to assist Cameco and/or Areva in terms of environmental stewardship matters (Schedule F, Art. 44).

• Transparency or confidentiality

  None of Cameco, Areva, the Village and Kineepik Metis may make any announcement or disclosure of the agreement or its terms or conditions without the consent of the other parties, except that: (i) the Village and Kineepik Metis may disclose the agreement or a summary of the key terms and conditions to the members of the community; (ii) Cameco, Areva, the Village and Kineepik Metis may disclose the agreement to a government or regulatory authority; (iii) Cameco, Areva, the Village or Kineepik Metis can disclose this agreement to their professional advisors (as long as the professional advisors are also subject to confidentiality provisions); (iv) the communities may disclose the agreement to a potential lender in order to obtain debt financing (subject to the proposed lender agreeing to be bound to the contractual confidentiality provisions); and (v) the agreement may be disclosed to a judicial authority if there is a dispute. Each party is responsible for each of their appointed implementation committee members complying with the confidentiality obligations (Arts. 11.6, 4.1(g)).

• Other noteworthy clauses

  Schedule G contains an executive summary of the agreement.