Exhibit 99F

AGNICO-EAGLE MINES LIMITED    BY-LAW NO. 1 (AS AMENDED)

This by-law relates generally to the transaction of the business and affairs of Agnico-Eagle Mines Limited.

Contents

|One    |  |  |  | Interpretation                              
|------ |  | - |  | --------------------------------------------
|Two    |  |  |  | Business of the Corporation                 
|Three  |  |  |  | Borrowing and Security                      
|Four   |  |  |  | Directors                                   
|Five   |  |  |  | Committees                                  
|Six    |  |  |  | Officers                                    
|Seven  |  |  |  | Protection of Directors, Officers and Others
|Eight  |  |  |  | Shares                                      
|Nine   |  |  |  | Dividends and Rights                        
|Ten    |  |  |  | Meetings of Shareholders                    
|Eleven |  |  |  | Notices                                     
|Twelve |  |  |  | Effective Date                              

The
following by-law is enacted as a by-law of the Corporation.

SECTION 1INTERPRETATION

1.1    Definitions

In this by-law and in all other by-laws of the Corporation the following terms shall have meanings set out below:

"Act"means theBusiness Corporations Act(Ontario), including the regulations made thereunder, as
amended from time to time, or any statute or regulations that may be substituted therefore and, in the case of such substitution, any references in the by-laws to provisions in the Act or
regulations shall be read as references to the substituted provisions therefore in the new statute or regulations, as amended from time to time;

"appoint"includes"elect"andvice versa;

"board"means the board of directors of the Corporation;

"by-laws"means this by-law and all other by-laws of the Corporation from time to time in force;

"cheque"includes a bank draft and a money order;

"committee"means a committee of directors appointed by the board;

"Corporation"means Agnico-Eagle Mines Limited;

"director"means a member of the board, except as otherwise expressly provided;

"meeting of shareholders"means an annual meeting of shareholders or a special meeting of shareholders;

"non-business day"means any day that is a Saturday, Sunday or any other day that is a holiday as defined in the Retail Business Holidays Act(Ontario), and in
any statute that may be substituted therefore, as amended from time to time;

"officer"means an officer of the Corporation, except as otherwise expressly provided;

"recorded address"means:



---





"shareholder"means a shareholder of the Corporation, except as otherwise expressly provided; and

"special meeting of shareholders"includes a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote
at an annual meeting of shareholders.

1.2    Principles of Interpretation

Except for the terms defined in section 1.1, terms defined in the Act have the same meaning when used in this by-law.

Words
importing the singular number include the plural and vice versa. Words importing gender include the masculine, feminine and neuter genders.

SECTION 2BUSINESS OF THE CORPORATION

2.1    Registered Office

The registered office of the Corporation shall be in the municipality or geographic township within Ontario initially specified in the Corporation's articles and
thereafter as the shareholders may from time to time determine by special resolution. The location of the registered office in such municipality or geographic township shall be the location determined
from time to time by the board.

2.2    Corporate Seal

The Corporation may have a corporate seal. If a seal is adopted it shall be in a form approved from time to time by the board.

2.3    Financial Year

Until changed by the board, the financial year of the Corporation shall end on December 31 in each year.

2.4    Execution of Instruments

Deeds, transfers, assignments, contracts, obligations, certificates and other instruments shall be signed on behalf of the Corporation by two signing authorities.
One signing authority shall be a director, the president, or a vice-president of the Corporation. The other signing authority shall be a director, the president, a
vice-president, the secretary, the treasurer, an assistant secretary or an assistant treasurer of the Corporation, or any other officer appointed by the board.

The
board or the two signing authorities may from time to time direct the manner in which, and the person or persons by whom, any particular instrument or class of instruments may or
shall be signed. Any signing authority may affix the corporate seal to any instrument requiring the seal.

2.5    Banking Arrangements

The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefore, shall be transacted with such
banks, trust companies and/or other persons as may from time to time be designated by, or under the authority of, the board. Such banking business, or any part thereof, shall be transacted under such
agreements, instructions and delegations of powers as the board may from time to time prescribe.

2

---



2.6    Voting Rights in Other Bodies Corporate

The signing authorities of the Corporation described in section 2.4 may execute and deliver proxies, and arrange for the issuance of voting certificates or
other evidence of the right to exercise the voting rights, attaching to any securities held by the Corporation. Such instruments shall be in favour of such persons as may be determined by the signing
authorities executing or arranging for the same. In addition, the board may from time to time direct the manner in which, and the persons by whom, any particular voting rights, or class of voting
rights, may or shall be exercised.

SECTION 3BORROWING AND SECURITY

3.1    Borrowing Power

Without limiting the borrowing powers of the Corporation as set forth in section 184 of the Act, but subject to the Corporation's articles, the board may
from time to time on behalf of the Corporation, without authorization of the shareholders:



Nothing
in this section 3.1 limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by, or on
behalf of, the Corporation.

3.2    Delegation

Subject to the Act and the Corporation's articles, the board may from time to time delegate to a committee, a director, an officer or any other person as may be
designated by the board, all or any of the powers conferred on the board by section 3.1 or by the Act, to such extent and in such manner, as the board may determine at the time of such
delegation.

SECTION 4DIRECTORS

4.1    Number of Directors

Until changed in accordance with the Act, the board shall consist of not fewer than the minimum number of directors, which shall not be fewer than three, and not
more than the maximum number of directors set out in the Corporation's articles.

4.2    Qualification

No individual shall be qualified for election or appointment as a director if the individual, (i) is less than 18 years of age, (ii) is of
unsound mind and has been so found by a court in Canada or elsewhere, (iii) is not an individual, or (iv) has the status of a bankrupt. A director need not be a shareholder. A majority
of the directors shall be resident Canadians. At least one-third of the directors shall not be officers or employees of the Corporation or any of its affiliates.

3

---



4.3    Election and Term  General



4.4    Removal of Directors

Subject to the Act, the shareholders may, by ordinary resolution passed at a meeting of shareholders, remove any director from office and may, at that meeting,
elect a qualified individual in place of that director for the unexpired term of that director. If such vacancy is not filled, a quorum of directors may fill the vacancy in accordance with the
procedure set out in Section 4.6

4.5    Vacation of Office

A director ceases to hold office when the director, (i) dies, (ii) is removed from office by the shareholders, (iii) ceases to be qualified
for election as a director, as described in Section 4.2, or (iv) subject to subsection 119(2) of the Act (concerning the resignation of directors named in the articles), delivers
the director's written resignation and it is received by the Corporation, or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.6    Vacancies

Subject to the Act, a quorum of directors (whether or not the majority of such quorum are resident Canadians) may appoint an individual to fill a vacancy among
the directors, except a vacancy resulting from:



A
director appointed or elected by a quorum of directors to fill a vacancy holds office for the unexpired term of such new director's predecessor.

4.7    Action by the Board

The board shall manage or supervise the management of the business and affairs of the Corporation. The powers of the board may be exercised at a meeting (subject
to Sections 4.8 and 4.9) at which a quorum of directors is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board.
If there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum of directors remains in office.

4.8    Canadian Majority at Meetings

The board shall not transact business at a meeting unless a majority of the directors present are resident Canadians, except where a resident Canadian director
who is unable to be present approves in writing or by telephone or other communications facilities the business transacted at the meeting, and a majority of resident Canadian directors would have been
present had that director been present at the meeting.

4

---



4.9    Meeting by Telephone

If all the directors consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee by
means of such telephone, electronic or other communications facilities as permit all individuals participating in the meeting to communicate with each other simultaneously and instantaneously. A
director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which the consent
relates and may be given with respect to all meetings of the board and of committees.

4.10    Place of Meetings

Meetings of the board may be held at any place in or outside Ontario and in any financial year of the Corporation. A majority of the meetings need not be held in
Ontario.

4.11    Calling of Meetings

Meetings of the board shall be held from time to time at such time and at such place as the board, the chairman of the board, the managing director, the president
or any two directors may determine.

4.12    Notice of Meeting

Notice of time and place of each meeting of the board shall be given in the manner provided in Section Eleven to each director not fewer than 48 hours
before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of, or the business to be transacted at, the meeting except where the Act requires such
purpose or business or the general nature thereof to be specified.

4.13    First Meeting of the New Board

Provided a quorum of directors is present, each board containing newly elected directors may without notice hold a meeting immediately following the meeting of
shareholders at which such directors were elected.

4.14    Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the
board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed. No other notice shall be required for any such regular meeting except where the
Act requires the purpose thereof, or the business to be transacted thereat, to be specified.

4.15    Chairman and Secretary

The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is
present at the meeting: chairman of the board, managing director or president. If no such individual is present, the directors present shall choose one of their number to be chairman of the meeting.
If the secretary of the Corporation is absent from any meeting of the board, the chairman of the meeting shall appoint an individual, who need not be a director, to act as secretary of the meeting.

4.16    Quorum

Subject to section 4.8, the quorum of directors for the transaction of business at any meeting of the board shall be two-fifths of the number
of directors holding office at the beginning of such meeting, or such greater number of directors as the board may from time to time determine.

4.17    Votes to Govern

At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the
meeting shall be entitled to a second or casting vote. Any

5

---



question
at a meeting of the board shall be decided by a show of hands unless a ballot is requested by any director present.

4.18    Adjournment

Any meeting of directors, or of any committee, may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time
and place. No notice of the time and place for the holding of the adjourned meeting need be given to any director if the time and place of the adjourned meeting is announced at the original meeting.

Any
adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum of directors is present thereat. The directors who formed a quorum at
the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum of directors present at the adjourned meeting, the original meeting shall be deemed to have
terminated at its adjournment.

4.19    Conflict of Interest

A director who (i) is a party to, (ii) is a director or officer of a body corporate (other than the Corporation) who is a party to, or
(iii) has a material interest in any person who is a party to, a material contract or transaction, or proposed material contract or transaction, with the Corporation shall disclose to the
Corporation the nature and extent of such director's interest at the time and in the manner provided by the Act. Such a director shall not vote on any resolution to approve the same except as
permitted by the Act.

4.20    Remuneration and Expenses

The directors shall be paid such remuneration for their services as the board may from time to time determine. Such remuneration shall be in addition to the
salary paid to any officer or employee of the Corporation who is also a director.

The
directors may also by resolution award special remuneration to any director for undertaking any special services on the Corporation's behalf, other than the normal work ordinarily
required of a director of the Corporation. The confirmation of any such resolution or resolutions by the shareholders is not required.

The
directors are also entitled to be reimbursed for travelling and other expenses properly incurred by such directors in attending meetings of the board or any committee. The directors
may fix the remuneration of any officers and/or employees of the Corporation.

SECTION 5COMMITTEES

5.1    Committees

The board may appoint from their number one or more committees, however designated, and delegate to any such committee any of the powers of the board except that
no such committee shall have the authority to:



6

---





A
majority of the members of any such committee shall be resident Canadians.

5.2    Transaction of Business

The powers of a committee may be exercised by a meeting at which a quorum of the members of the committee is present or by resolution in writing signed by all
members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of each committee may be held at any place in or outside Ontario.

5.3    Audit Committee

The board shall elect annually from among its number an audit committee to be composed of not fewer than three directors of whom a majority shall not be officers
or employees of the Corporation or its affiliates, to hold office until the next annual meeting of the shareholders. Each member of the audit committee shall serve at the pleasure of the board. Each
member of the audit committee immediately ceases to be such a member when the individual ceases to be a director. The board may fill vacancies in the audit committee by election from among their
number.

The
audit committee shall review the financial statements of the Corporation and shall report thereon to the board prior to approval thereof by the board. The audit committee shall have
such other powers and duties as may from time to time be assigned to the audit committee by the board.

Any
member of the audit committee or the auditor of the Corporation may call a meeting of the audit committee.

The
auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat. The auditor
shall attend every meeting of the audit committee held during the term of office of the auditor if so requested by a member of the audit committee.

5.4    Advisory Bodies

The board may from time to time appoint such advisory bodies as the board deems advisable.

5.5    Procedure

Unless otherwise determined by the board, each committee and advisory body shall have power to fix a quorum at not less than a majority of such committee's or
body's members, to elect a chairman and to regulate procedure.

SECTION 6OFFICERS

6.1    Appointment

The board may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function)
secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One individual may hold more than one office. Subject
to sections 6.2 and 6.3, an officer may, but need not be, a director.

7

---



6.2    Chairman of the Board

The board may from time to time also appoint a chairman of the board who shall be a director. If appointed, the board may assign to the chairman of the board any
of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president. Subject to the Act, the chairman of the board shall have such
other powers and duties as the board may specify or as are incidental to such office.

6.3    Managing Director

The board may from time to time also appoint a managing director who shall be a resident Canadian and a director. If appointed, the managing director shall be the
chief executive officer and, subject to the Act and the authority of the board, shall have general supervision of the business and affairs of the Corporation. Subject to the Act, the managing director
shall have such other powers and duties as the board may specify or as are incidental to such office. During the absence or disability of the president, or if no president has been appointed, the
managing director shall also have the powers and duties of that office, except to the extent that such powers and duties have been assigned to the chairman of the board.

6.4    President

The president shall be the chief operating officer. Subject to the Act, the president shall have such other powers and duties as the board may specify or as are
incidental to such office. During the absence or disability of the managing director, or if no managing director has been appointed, the president shall also have the powers and duties of that office.

6.5    Vice-President

A vice-president shall have such powers and duties as the board may specify or as are incidental to such office.

6.6    Secretary

Unless otherwise determined by the board, the secretary shall be the secretary of all meetings of the board, shareholders and committees that the secretary
attends. The secretary shall enter, or cause to be entered, in records kept for that purpose minutes of all proceedings at meetings of the board, shareholders and committees, whether or not the
secretary attends such meetings.

The
secretary shall give, or cause to be given, as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees. The secretary shall be the
custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, records and instruments belonging to the Corporation, except when some
other officer or agent has been appointed for that purpose. The secretary shall have such other powers and duties as the board may specify or as are incidental to such office.

6.7    Treasurer

The treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and
the disbursement of the funds of the Corporation. The treasurer shall render to the board whenever required an account of all the treasurer's transactions as treasurer and of the financial position of
the Corporation. The treasurer shall have such other powers and duties as the board may specify or as are incidental to such office.

6.8    Powers and Duties of Officers

Subject to the Act, the powers and duties of all officers (aside form the chairman of the board, the managing director and the president, whose powers and duties
are to be specified only by the board) shall be such as the terms of their engagement call for or as the board or chief executive officer may specify. The board or the chief executive officer may,
from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer (aside form the chairman of the board, the managing director and the president, whose

8

---



powers
and duties are to be varied, added to or limited only by the board). Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such
assistant, unless the board or the chief executive officer otherwise directs.

6.9    Term of Office

The board, in its discretion, or the president, in the president's discretion, may remove any officer. Otherwise each officer appointed by the board shall hold
office until such officer's successor is appointed or until such officer's earlier resignation.

6.10    Agents and Attorneys

Subject to the Act, the board may from time to time appoint agents or attorneys for the Corporation in or outside Ontario with such powers of management,
administration or otherwise (including the power to sub-delegate) as the board may determine.

6.11    Conflict of Interest

Each officer is subject to the disclosure requirements for directors provided in section 4.19.

SECTION 7PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.1    Standard of Care

Every director and officer in exercising the powers and discharging the duties of such director or officer shall, (i) act honestly and in good faith with a
view to the best interests of the Corporation, and (ii) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

7.2    Limitation of Liability

Subject to section 7.1, and provided that nothing in this section 7.2 shall relieve any director or officer from the duty to act in
accordance with the Act or from liability for any breach thereof, no director or officer shall be liable, (i) for the acts, receipts, neglects or defaults of any other director, officer or
employee, (ii) for joining in any receipt or other act for conformity, (iii) for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title
to any property acquired for or on behalf of the Corporation, (iv) for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation are invested,
(v) for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation are deposited,
(vi) for any loss occasioned by any error of judgment or oversight on such director's or officer's part, or (vii) for any other loss, damage or misfortune which happen in the execution
of the duties of the office or in relation thereto.

7.3    Indemnity

Subject to section 136 of the Act, the Corporation shall indemnify a director or officer, a former director or officer, or an individual who acts or acted
at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and such individual's heirs and legal representatives. The
indemnification shall be against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil,
criminal or administrative action or proceeding to which such individual is made a party by reason of being or having been a director or officer of the Corporation or body corporate. The Corporation
shall provide such indemnification only if:



9

---





The
Corporation shall also indemnify such individual in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any
individual entitled to indemnity to claim indemnity, apart from under this section 7.3, to the extent permitted by the Act or law.

7.4    Insurance

Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any individual referred to in section 7.3 as the board may
from time to time determine.

SECTION 8SHARES

8.1    Issuance

Subject to the Act and the Corporation's articles, the board may from time to time issue or grant options to purchase, or rights to acquire, the whole or any part
of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is
fully paid.

8.2    Commissions

The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of that person's purchasing, or agreeing
to purchase, shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

8.3    Register of Transfer

the Corporation shall cause to be kept a register of transfers in which all transfers of securities issued by the Corporation in registered form, and the date and
other particulars of each transfer, shall be set out.

8.4    Registration of Transfers

Subject to the Act, the Corporation shall only register the transfer of a share which is presented for transfer in registered form if, (i) the share is
endorsed by the appropriate person as provided by the Act, (ii) reasonable assurance is given that the endorsement is genuine and effective as the board may from time to time prescribe,
(iii) the Corporation has no duty to inquire into adverse claims or the Corporation has discharged any such duty, (iv) any applicable law of Canada or a province relating to the
collection of taxes has been complied with, (v) the transfer is rightful or is to a good faith purchaser, and (vi) any fee charged by the Corporation for a share certificate issued in
respect of the transfer has been paid.

8.5    Securities Records

The Corporation shall prepare and maintain, at its registered office or at any other place in Ontario designated by the board, a securities register in which the
Corporation records the securities issued by the Corporation in registered form, showing with respect to each class or series of securities:



10

---





8.6    Transfer Agents

For each class of securities and warrants issued by the Corporation, the directors may from time to time by resolution appoint or remove,



Subject
to section 48 of the Act (concerning conflict of interest), one person may be appointed for the purposes of both sections 8.6(a) and 8.6(b) in respect of all securities
and warrants of the Corporation or any class or classes thereof.

8.7    Non-recognition of Trusts

Subject to the Act, the Corporation may treat the registered holder of any share as the person exclusively entitled to vote, to receive notices, to receive any
dividend or other payment in respect of the share, and otherwise to exercise all the rights and powers of an owner of the share.

8.8    Share Certificates

Every holder of one or more shares of the Corporation shall be entitled, at such holder's option, to a share certificate evidencing the shares held by that
holder, or to a non-transferable written acknowledgement of that holder's right to obtain a share certificate, stating the number and class or series of shares held by that holder as shown
on the securities register. The certificates and such acknowledgements shall be in such form as the board may from time to time approve. Subject to subsection 55(3) of the Act (concerning the
signing of a share certificate), any such certificate shall be signed manually by at least one director or officer or by, or on behalf of, a registrar, transfer agent, branch transfer agent or issuing
or other authenticating agent of the Corporation, or by a trustee who certifies such certificate in accordance with a trust indenture. Any additional signatures required on a certificate may be
printed or otherwise mechanically reproduced thereon. If a certificate contains a printed or mechanically reproduced signature of an individual, the Corporation may issue the certificate even though
the individual has ceased to be a director or an officer, and the certificate is as valid as if the individual were a director or an officer at the date of such certificate's issue. No share
certificate need be issued under the corporate seal.

8.9    Replacement of Share Certificates

Subject to the Act, the board or any officer or agent designated by the board may in the board's or such person's discretion direct the issue of a new share
certificate in lieu of and on cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, apparently destroyed or wrongfully taken, on payment
of such reasonable fee and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any
particular case.

8.10    Joint Shareholders

If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect of that
share. Delivery of the certificate to one of those persons shall be sufficient delivery to all of them. Any one of those persons may give valid receipts for the certificate issued in respect of that
share or for any dividend, bonus, return of capital or other money payable or right issuable in respect of that share.

8.11    Deceased Shareholders

In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities
register in respect of the death or to make any dividend or other

11

---



payments
in respect of the share except on production of all such documents as may be required by law and on compliance with the reasonable requirements of the Corporation and its transfer agents.

SECTION 9DIVIDENDS AND RIGHTS

9.1    Dividends

Subject to the Act and the Corporation's articles, the board may from time to time declare dividends payable to the shareholders according to their respective
rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the
Corporation.

9.2    Dividend Cheques

A dividend payable in money may be paid in Canadian dollars or in any equivalent amount in any other currency, at the discretion of the board, and shall be paid
by cheque to the order of each registered holder
of shares of the class or series in respect of which the dividend has been declared. The cheque shall be mailed by prepaid ordinary mail to the registered holder at such holder's recorded address,
unless the holder otherwise directs.

In
the case of joint holders the cheque shall, unless the joint holders otherwise direct, be made payable to the order of all the joint holders and, if more than one address is recorded
in the Corporation's securities register in respect of such joint holding, the cheque shall be mailed to the first address so appearing.

The
mailing of a dividend cheque, unless the cheque is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented
thereby plus the amount of any tax which the Corporation is required to, and does, withhold.

9.3    Non-Receipt or Loss of Cheque

In the event of non-receipt of any dividend cheque by the person to whom the cheque is sent, the Corporation shall issue a replacement cheque for a
like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any
particular case.

9.4    Record Date for Dividends and Rights

The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any right to
subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of the dividend or to exercise the right to subscribe for those
securities.

Notice
of any such record date shall be given not fewer than seven days before the record date in the manner provided by the Act. If no such record date is so fixed, such record date
shall be at the close of business on the day on which the resolution relating to the dividend or right to subscribe is passed by the board.

9.5    Unclaimed Dividends

Any dividend unclaimed after a period of six years from the date on which the dividend was declared to be payable shall be forfeited and shall revert to the
Corporation.

SECTION 10MEETINGS OF SHAREHOLDERS

10.1    Annual Meetings

The board or any director may call the annual meeting of shareholders and, subject to section 10.2, at such place as the board may from time to time
determine, for the purpose of considering the financial statements and

12

---



reports
required by the Act to be placed before an annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

10.2    Special Meetings

The board or any director may call a special meeting of shareholders at any time.

10.3    Place of Meetings

Subject to the Corporation's articles, each meeting of shareholders shall be held at such place in or outside Ontario as the directors determine or, in the
absence of such a determination, at the place where the registered office of the Corporation is located.

10.4    Notice of Meetings

Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Section Eleven not fewer than 21 nor more than
50 days before the date of the meeting to each director, to the auditor of the Corporation, and to each shareholder entitled to vote at the meeting.

All
business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the minutes of an earlier meeting,
the financial statements and auditor's report, election of directors and reappointment of the incumbent auditor, is deemed to be special business. Notice of a meeting of shareholders at which special
business is to be transacted shall state or be accompanied by a statement of:



10.5    List of Shareholders Entitled to Notice

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order
and showing the number of shares held by each shareholder.

If
a record date for the meeting is fixed pursuant to section 10.6, such list shall be prepared as of such record date and not later than 10 days after such record date. If
no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given. If no such notice
is given, the shareholders listed shall be those registered at the opening of business on the day on which the meeting is held.

The
list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities
register is maintained and at the meeting for which the list was prepared.

10.6    Record Date for Notice

The board may fix in advance a date preceding the date of any meeting of shareholders, by not fewer than 21 and not more than 50 days, as a record date for
the determination of the shareholders entitled to notice of the meeting. Notice of any such record date shall be given not fewer than seven days before the record date in accordance with the Act.

If
no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting of shareholders shall be at the close of business
on the day preceding the day on which the notice is given. If no such notice is given, the shareholders entitled to notice are those registered as shareholders at the opening of business on the day on
which the meeting is held.

13

---



10.7    Meetings Without Notice

A meeting of shareholders may be held without notice at any time and place permitted by the Act:



At
such a meeting any business may be transacted which the Corporation may transact at a meeting of shareholders.

10.8    Chairman, Secretary and Scrutineers

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and present at the meeting:
chairman of the board, managing director, president, or a vice-president. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present
and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent from any meeting of the shareholders, the chairman of the meeting shall appoint an
individual, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairman of
the meeting, with the consent of the meeting.

10.9    Persons Entitled to be Present

The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote at the meeting, the directors and auditor of the Corporation
and others who, although not entitled to vote, are entitled or required under the Act or the Corporation's articles or by-laws to be present at the meeting. Any other person may be
admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

10.10    Quorum

A quorum for the transaction of business at any meeting of shareholders shall be two individuals present in person, each being a shareholder or a proxyholder
entitled to vote at the meeting, holding or representing, in the aggregate, not less than 10 percent of the issued shares of the Corporation enjoying voting rights at such meeting.

If
a quorum is present at the opening of any meeting of shareholders, the shareholders and proxyholders present may proceed with the business of the meeting even if a quorum is not
present throughout the meeting.

If
a quorum is not present at the time appointed for the meeting of shareholders, or within such reasonable time after that as the shareholders and proxyholders present may determine,
the shareholders and proxyholders present may adjourn the meeting to a fixed time and place, but may not transact any other business.

10.11    Right to Vote

Every person named in the list referred to in section 10.5 shall be entitled to vote the shares shown on the list opposite such person's name at the
meeting to which the list relates, except to the extent that:



In
any such excepted case the transferee shall be entitled to vote the transferred shares at the meeting.

14

---



10.12    Proxyholders and Representatives

Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder, or one or more alternate proxyholders, who need not
be shareholders, as such shareholder's nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy.

A
proxy shall be in written or printed format or a format generated by telephonic or electronic means and becomes a proxy when completed and signed in writing or by electronic signature
by the shareholder or his attorney authorized by a document that is signed in writing or by electronic signature or, if the shareholder is a body corporate, by an officer or attorney thereof duly
authorized.

The
authority of such officer or attorney shall be established by depositing with the Corporation a certified copy of the instrument of the body corporate authorizing such officer or
attorney to sign such proxy, or in such other manner as may be satisfactory to the secretary of the meeting or the chairman of the meeting. If a proxy or document authorizing an attorney is signed by
electronic signature, the means of electronic signature shall permit a reliable determination that the proxy or document was created or communicated by or on behalf of the shareholder or the attorney,
as the case may be.

In
the case of a proxy appointing a proxyholder to attend and act at a meeting of shareholders, the proxy ceases to be valid one year from the date of the proxy.

Alternatively,
if the shareholder is a body corporate or association, the Corporation shall recognize any individual authorized by a resolution of the directors or governing body of the
body corporate or association to represent such body corporate or association at the meeting of shareholders. For the purpose of this by-law, such authorized individual will be considered
to be a proxyholder.

The
authority of such authorized representative shall be established by depositing with the Corporation a certified copy of the body corporate's authorizing resolution, or in such other
manner as may be satisfactory to the secretary of the meeting or the chairman of the meeting.

The
Corporation shall, concurrently with or prior to sending notice of a meeting of shareholders, send a form of proxy to each shareholder who is entitled to receive notice of the
meeting.

10.13    Time for Deposit of Proxies

The board may fix a time not exceeding 48 hours, excluding non-business days, preceding any meeting or adjourned meeting of shareholders before
which time proxies to be used at the meeting must be deposited with the Corporation or its agent. Any time so fixed shall be specified in the notice calling the meeting.

A
proxy may be acted on only if, (i) before the time so specified, the proxy was deposited with the Corporation, or its agent specified in the notice, or (ii) no such time
was specified in the notice and the proxy was delivered to the secretary of the meeting or the chairman of the meeting before the time of voting.

10.14    Joint Shareholders

If two or more persons are registered as joint holders of any share, any one of them present in person or duly represented by a proxyholder at a meeting of
shareholders may, in the absence of the other or others, vote the share. If two or more of those persons are present in person or duly represented by proxyholder, then such person whose name stands
first on the securities register of the Corporation, or that person's proxyholder, shall alone be entitled to vote such shares.

10.15    Votes to Govern

At any meeting of shareholders every question shall, unless otherwise required by the Corporation's articles or by-laws or by law, be determined by a
majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot, the chairman of the meeting shall be entitled to a second or casting vote.

15

---



10.16    Show of Hands

Subject to the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot is demanded in accordance with
section 10.17. On a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands has been taken on a question, unless a ballot is
demanded in accordance with section 10.17, a declaration by the chairman of the meeting that the vote on the question, (i) has been carried, (ii) has been carried by a particular
majority, or (iii) has not been carried, and an entry to that effect in the minutes of the meeting shall beprima facieevidence, (i) as
proof of the fact of the number, or proportion of, the votes recorded in favour of, or against, any resolution or other proceeding in respect of the question, and (ii) that the result of the
vote so taken is the decision of the shareholders on the question.

10.17    Ballots

On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken, the chairman of the meeting, or any
person who is present and entitled to vote on the question at the meeting, may demand a ballot. A ballot so demanded shall be taken in such manner as the chairman of the meeting shall direct. A demand
for a ballot may be withdrawn at any time before the taking of the ballot. If a ballot is taken, each shareholder and proxyholder present shall be entitled, in the respect of the shares which such
person is entitled to vote at the meeting on the question, to that number of votes provided by the Act or the Corporation's articles. The result of the ballot so taken shall be the decision of the
shareholders on the question.

10.18    Adjournment

The chairman of a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from
time to time and from place to place. No notice of such adjournment need be given to the shareholders unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days or
more, in which case, subject to the Act, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate or
more than 90 days, section 111 of the Act (concerning the mandatory solicitation of proxies) does not apply.

Any
adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum of shareholders and/or proxyholders is present thereat. The
shareholders and/or proxyholders who formed a quorum at the original meeting are not required to form a quorum at the adjourned meeting. If there is no quorum of shareholders and/or
proxyholders present at the adjourned meeting, the original meeting shall be deemed to have terminated at its adjournment.

Any
business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling
the same.

SECTION 11NOTICES

11.1    Method of Giving Notices

Any notice (which term in this Section Eleven includes any communication or document) to be given (which term in this Section Eleven includes sent, delivered or
served) pursuant to the Act, the Corporation's articles, the by-laws or otherwise to a shareholder, director, officer or auditor of the Corporation shall be sufficiently given if,
(i) delivered personally to such person, (ii) mailed by prepaid mail to such person at such person's recorded address, (iii) sent to such person at such person's recorded address
by any means of prepaid transmitted or recorded communication, or (iv) transmitted by facsimile to such person at such person's recorded address.

A
notice which is delivered personally is deemed to be given when received. A notice which is mailed is deemed to have been given on the fifth day after the notice is deposited in a post
office or public letter box. A notice which is sent by means of transmitted or recorded communication is deemed to have been given when

16

---



dispatched
or delivered to the appropriate communications company or agency or its representative for dispatch. A notice transmitted by facsimile is deemed to have been given when the Corporation
generates a facsimile confirmation slip which discloses that the notice was transmitted to a number known by the Corporation to be used by the person to whom the facsimile is transmitted.

The
secretary may change, or cause to be changed, the recorded address or facsimile number of any shareholder, director, officer or auditor in accordance with any information believed by
the secretary to be reliable.

A
certificate of any officer, in office at the time of making the certificate, or agent of the Corporation, as to the facts in relation to the giving of any notice or the publication of
any notice shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer and auditor of the Corporation.

The
signature of any director or officer to any notice may be written, printed or otherwise mechanically reproduced.

11.2    Notice to Joint Shareholders

If two or more persons are registered as joint holders of any share, any notice may be addressed to all such joint holders, but notice addressed to one of those
persons shall be sufficient notice to all such persons.

11.3    Computation of Time

In computing the period of days when notice must be given under any section of this by-law requiring a specified number of days' notice of any meeting
or other event, the period shall commence on the day following the sending of such notice and shall terminate at midnight of the last day of the period, except that if the last day of the period falls
on a non-business day, the period shall terminate at midnight on the day next following that is not a non-business day.

11.4    Undelivered Notices

If any notice given to a shareholder pursuant to section 11.1 is returned on three consecutive occasions because the shareholder cannot be found, the
Corporation shall not be required to give any further notices to that shareholder until the Corporation is informed in writing of the shareholder's new address.

11.5    Omissions and Errors

The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee or the non-receipt of any notice by
any such person or any error in any notice not affecting the substance of the notice shall not invalidate any action taken at any meeting held pursuant to the notice, or otherwise founded thereon.

11.6    Persons Entitled by Death or Operation of Law

Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, becomes entitled to any share, shall be bound by every
notice in respect of the share which has been duly given to the shareholder from whom the person derives title to such share before that person's name and address was entered on the securities
register (whether the notice was given before or after the happening of the event on which that person became so entitled) and before that person furnished the Corporation with the proof of authority
or evidence of entitlement prescribed by the Act.

11.7    Waiver of Notice

Any shareholder, proxyholder, other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee may at any time waive
any notice, or waive or abridge the time for any notice, required to be given to that person under the Act, the Corporation's articles, the by-laws or otherwise. Any such waiver or
abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of the notice, as the case may be.
Any such waiver or

17

---



abridgement
shall be in writing, except a waiver of notice of a meeting of shareholders, the board or a committee, which may be given in any manner.

Attendance
of a director at a meeting of directors or attendance of a shareholder, proxyholder, or any other person entitled to attend a meeting of shareholders, at a meeting of
shareholders is a waiver of notice of the meeting except where such director, shareholder, proxyholder or other person, as the case may be, attends a meeting for the express purpose of objecting to
the transaction of any business on the grounds that the meeting is not lawfully called.

SECTION 12EFFECTIVE DATE

12.1    Effective Date

This by-law shall come into force when made by the board in accordance with the Act.

12.2    Repeal

All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. The repeal shall not affect,
(i) the previous operation of any by-law so repealed, (ii) the validity of any act done or right, privilege, obligation or liability acquired or incurred under,
(iii) the validity of any contract or agreement made pursuant to, (iv) the validity of any articles (as defined in the Act) or predecessor charter documents of the Corporation obtained
pursuant to, any such by-law before its repeal. All officers and other persons acting under any by-law so repealed shall continue to act as if appointed under this
by-law and all resolutions of the shareholders or the board or a committee with continuing effect passed under any repealed by-law shall continue to be good and valid except to
the extent inconsistent with this by-law and until amended or repealed.

MADEby the board on October 28, 1993.

| |  |  | /s/PAUL PENNAPaul Penna President    
| |  |  | -------------------------------------
| |  |  | /s/BARRY LANDENBarry Landen Secretary

CONFIRMEDby the shareholders in accordance with the Act on this 30th day of November, 1993.

| |  |  | /s/BARRY LANDENBarry Landen Secretary
| |  |  | -------------------------------------

ADOPTEDby the Board of Directors this 1st day of January, 1996.

| |  |  | /s/PAUL PENNAPaul Penna President    
| |  |  | -------------------------------------
| |  |  | /s/BARRY LANDENBarry Landen Secretary

18

---





|For Ministry Use Only À l'usage exclusif du ministère |  | Ontario Corporation Number Numéro de la société en Ontario
|----------------------------------------------------- |  | ----------------------------------------------------------
|                                                      |  | 1495447                                                   
|                                                      |  |                                                           

|Ministry of
                Consumer and
Ontario  Business Services                            |  | Ministère des Services
aux consommateurs
et aux entreprises
|---------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|CERTIFICATE                                                                                    |  | CERTIFICAT                                                 
|This is to certify that these articles
are effective on                                        |  | Ceci certifie que les présents status
entrent en vigueur le
|                                                                                               |  |                                                            
|JULY 12 JUILLET, 2002                                                                         
|                                                                                              
|[Signature]
Director / Directrice
Business Corporations Act / Loi sur les sociétés par actions

Form
3
Business Corporations Act

Formule 3
Loi sur les société par actions

ARTICLES OF AMENDMENTSTATUTS DE MODIFICATION

|1. |  | The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale actuelle de la société : (Écrire en LETTRES MAJUSCULES SEULEMENT)
 :                                           |   |   |   |   |   |  
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | - | - | - | - | -
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      | A | / | G | / | N | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      |   | / |   | / |   | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      |   | / |   | / |   | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      |   | / |   | / |   | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|2. |  | The name of the corporation is changed to (if applicable): (Set out in BLOCK CAPITAL LETTERS) Nouvelle dénomination sociale de la société (s'il y a lieu) :
(Écrire en LETTRES MAJUSCULES SEULEMENT) : |   |   |   |   |   |  
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      | A | / | G | / | N | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      | I | / | N | / | E | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      |   | / |   | / |   | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  
|   |  | /                                                                                                                                                                                                      |   | / |   | / |   | /
|   |  |                                                                                                                                                                                                        |   |   |   |   |   |  

|3. |  | Date of incorporation/amalgamation: Date de la constitution ou de la fusion :                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | 2001-Oct-17                                                                                                                                                                                                                                     
|   |  |                                                                                                                                                                                                                                                 
|   |  | (Year, Month, Day) (année, mois, jour)                                                                                                                                                                                                          
|   |  |                                                                                                                                                                                                                                                 
|4. |  | Complete only if there is a change in the number of directors or the minimum / maximum number of directors.
Il faut remplir cette partie seulement si le nombre d'administrateurs ou si le nombre minimal ou maximal d'administrateurs a changé.

| |  | Number (or minimum and maximum number) of
directors is/are: |  | number
nombre |  | or
ou |  | minimum minimal |  | and
et |  | maximum maximal
| |  | ----------------------------------------------------------- |  | ------------- |  | ----- |  | --------------- |  | ------ |  | ---------------
| |  | Nombre (ou nombres minimal et maximal)
d'administrateurs :  |  |               |  |       |  |                 |  |        |  |                
| |  |                                                             |  |               |  |       |  |                 |  |        |  |                

|5. |  | The articles of the corporation are amended as follow:(continued next page)Les statuts de la société sont modifiés de la façon suivante : (continuer suite page)                                            
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | 1. The name "Agnico-Eagle Mines Limited" is deleted in its entirety from item 1 of the articles of the Corporation and replaced with the following: "Agnico-Eagle Mines Limited/Mines Agnico-Eagle
Limitée".

07119 (05/2002)

1

---



|                                                                                                                                                                   |  |                                                                                                                                                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.                                                                                                                                                                 |  | The articles of the corporation are amended as follow:(continued)Les statuts de la société sont modifiés de la façon suivante : (continuation)                                                                                                              
|                                                                                                                                                                   |  | 2. The following is hereby added under heading "Other Provisions" in the articles of the Corporation:                                                                                                                                                       
|                                                                                                                                                                   |  | "The English form "Agnico-Eagle Mines Limited" and the French form "Mines Agnico-Eagle Limitée" of the name of the Corporation are equivalent and are used separately.                                                                                      
|6.                                                                                                                                                                 |  | The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of theBusiness Corporations Act.La modification a été dûment autorisée conformément aux articles 168 et 170 (selon le cas) de laLoi sur les sociétés par actions.
|7.                                                                                                                                                                 |  | The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on Les actionnaires ou les administrateurs (selon le cas) de la société ont
approuvé la résolution autorisant la modification le     
|2002-Jun-21                                                                                                                                                       
|                                                                                                                                                                  
|(Year, Month, Day) (année, mois, jour)                                                                                                                            
|These articles are signed in duplicate. Les présents statuts sont signés en double exemplaire.                                                                    
|AGNICO-EAGLE MINES LIMITED                                                                                                                                        
|                                                                                                                                                                  
|(Name of Corporation) (Dénomination sociale de la société)                                                                                                        
|(If the name is to be changed by these articles set out current name) (Si l'on demande un changement de nom, indiquer ci-dessus la dénomination sociale
actuelle).
|                                                                                                                                                                   |  |                                                                                                                                                                                                                                                             

2

---



|By/
Par :
|---------

|/s/ [ILLEGIBLE SIGNATURE] |  | Vice-President, Finance and CFO  
|------------------------- |  | ---------------------------------
|                          |  |                                  
|(Signature) (Signature)   |  | (Description of Office)(Fonction)

07119 (05/2002)

3

---





|For Ministry Use Only À l'usage exclusif du ministère |  | Ontario Corporation Number Numéro de la société en Ontario
|----------------------------------------------------- |  | ----------------------------------------------------------
|                                                      |  | 1162372                                                   
|                                                      |  |                                                           
|                                                      |  | AMALGAMATION NUMBER 1495447                               

|Ministry of
                Consumer and
Ontario  Business Services                            |  | Ministère des Services
aux consommateurs
et aux entreprises
|---------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|CERTIFICATE                                                                                    |  | CERTIFICAT                                                 
|This is to certify that these articles
are effective on                                        |  | Ceci certifie que les présents status
entrent en vigueur le
|                                                                                               |  |                                                            
|OCTOBER 17 OCTOBRE, 2001                                                                      
|                                                                                              
|[Signature]
Director / Directrice
Business Corporations Act / Loi sur les sociétés par actions

Form
8
Business Corporations Act

Formule 8
Loi sur les société par actions

1

---



ARTICLES OF ARRANGEMENTSTATUTS D'ARRANGEMENT

|1. |  | The name of the corporation is: Dénomination sociale de la société                                                                                             |   |   |   |   |   |  
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | - | - | - | - | -
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              | A | / | G | / | N | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              |   | / |   | / |   | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              |   | / |   | / |   | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              |   | / |   | / |   | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|2. |  | The new name of the corporation (if changed by the arrangement:) Nouvelle dénomination sociale de la société si elle est modifiée par suite de
l'arrangement : |   |   |   |   |   |  
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              | N | / | / | / | A | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              |   | / |   | / |   | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              |   | / |   | / |   | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  
|   |  | /                                                                                                                                                              |   | / |   | / |   | /
|   |  |                                                                                                                                                                |   |   |   |   |   |  

|3. |  | Date of incorporation/amalgamation:                                                                                                       |  | Date de la constitution ou de la fusion :                                                                                     
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------
|   |  | 1996/01/01                                                                                                                               
|   |  |                                                                                                                                          
|   |  | (Year, Month, Day) (année, mois, jour)                                                                                                   
|   |  |                                                                                                                                           |  |                                                                                                                               
|4. |  | The arrangement has been approved by the shareholders of the corporation in accordance with section 182 of the Business Corporations Act. |  | Les actionnaires de la société ont approuvé l'arrangement conformément à l'article 182 de la Loi sur les sociétés par actions.
|   |  |                                                                                                                                           |  |                                                                                                                               
|5. |  | A copy of the arrangement is attached to these articles as Exhibit "A".                                                                   |  | Une copie de l'arrangement constitue l'annexe "A".                                                                            
|   |  |                                                                                                                                           |  |                                                                                                                               
|6. |  | The arrangement was approved by the court on                                                                                              |  | La cour a approuvé l'arrangement le                                                                                           
|   |  | 2001/10/16                                                                                                                               
|   |  |                                                                                                                                          
|   |  | (Year, Month, Day) (année, mois, jour)                                                                                                   
|   |  |                                                                                                                                           |  |                                                                                                                               
|   |  | and a certified copy of the Order of the court is attached to these articles as Exhibit "B".                                              |  | une copei conforme de l'ordonnance de la cour constitue l'annexe "B"                                                          
|   |  |                                                                                                                                           |  |                                                                                                                               
|7. |  | The terms and conditions to which the scheme is made subject by the Order have been complied with.                                        |  | Les conditions que l'ordonnance impose au projet d'arrangement ont été respectées.                                            

2

---



|                                        |  |                                                            |  |                                      
|--------------------------------------- |  | ---------------------------------------------------------- |  | -------------------------------------
|These articles are signed in duplicate. |  | Les présents statuts sont signés en double exemplaire.    
|                                        |  |                                                            |  |                                      
|                                        |  | AGNICO-EAGLE MINES LIMITED                                
|                                        |  |                                                           
|                                        |  | (Name of Corporation) (Dénomination sociale de la société)
|                                        |  | By/Par :                                                   |  |                                      
|                                        |  | /s/ [ILLEGIBLE SIGNATURE]                                  |  | President and Chief Executive Officer
|                                        |  |                                                           
|                                        |  | (Signature)                                                |  | (Description of Office)              
|                                        |  | (Signature)                                                |  | Fonction                             

Highlander Business
        Solutions
            05/99

3

---





EXHIBIT "A"ARRANGEMENT AGREEMENT

THIS AGREEMENTmade as of the 14th day of September 2001.

B
E T W E E N :



OF
THE FIRST PART,

and



OF
THE SECOND PART.

WHEREAS
Mentor intends to propose to the holders of its common shares an arrangement under Section 182 of theBusiness Corporations
Act(Ontario) (the "OBCA") on the terms of the Plan of Arrangement annexed hereto as Exhibit 1;

AND
WHEREAS each of Agnico and Mentor has agreed to participate in the Arrangement (as hereinafter defined);

NOW
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereto covenant and agree as follows:

ARTICLE 1  INTERPRETATION

1.1   Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings
respectively:



1

---





2

---





1.2    Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections and exhibits and the insertion of headings are for convenience of reference only and shall not affect the
construction or interpretation hereof. Unless otherwise indicated, all references to an"Article", "Section"or"Exhibit"followed by a number and/or a letter refer to the specified article, section or
exhibit of this Agreement. The terms"this Agreement","hereof", "herein"and"hereunder"and similar expressions refer to this Agreement and not to any particular
Article or section hereof or Exhibit hereto.

1.3    Currency

Unless otherwise expressly provided, all sums of money referred to in this Agreement are expressed in lawful money of Canada.

1.4    Number, etc.

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders;
and words importing persons shall include firms and corporations.

1.5    Date For Any Action

If any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day, such action shall be required to be taken on
the next succeeding day which is a business day.

1.6    Entire Agreement

This Agreement, together with the exhibits and the agreements and other documents herein or therein referred to, constitutes the entire agreement among the
parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, among the parties with respect to the subject matter hereof.

ARTICLE 2  ARRANGEMENT

2.1    Effective Date of Arrangement

The Arrangement shall become effective at 12:01 a.m. on the date on which the Director issues the Certificate of Arrangement.

ARTICLE 3  REPRESENTATIONS AND WARRANTIES

3.1    Mutual Representations and Warranties

Each of Mentor and Agnico represents and warrants to and in favour of the other party as follows and acknowledges that the other party is relying upon such
representations and warranties in connection with the matters contemplated by this Agreement;

3

---





3.2   Representations and Warranties of Mentor

Mentor represents and warrants to and in favour of Agnico as follows and acknowledges that Agnico is relying upon such representations and warranties in
connection with the matters contemplated by this Agreement:



4

---





3.3    Representations and Warranties of Agnico

Agnico represents and warrants to and in favour of Mentor as follows and acknowledges that Mentor is relying upon such representations and warranties in
connection with the matters contemplated by this Agreement;



ARTICLE 4  COVENANTS

4.1    Mutual Covenants

Each of Mentor and Agnico covenants and agrees with the other as follows:



5

---





4.2    Covenants of Mentor

Mentor further covenants and agrees with Agnico as follows:



4.3    Covenants of Agnico

Agnico further covenants and agrees with Mentor as follows:



ARTICLE 5  CONDITIONS PRECEDENT

5.1    Mutual Conditions Precedent

The obligations of each party hereto to complete the transactions contemplated by this Agreement and to file articles of arrangement to give the effect to the
Arrangement shall be subject to the satisfaction, on or before the Effective Date, of the following conditions precedent:

6

---





7

---





5.2   Merger of Conditions

The conditions precedent set forth in this Agreement shall be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement
in respect of the Arrangement is issued by the Director; provided that nothing in this Section 5.2 shall relieve any party from its obligations relating to such party's representations and
warranties contained herein.

ARTICLE 6  AMENDMENT AND TERMINATION

6.1   Amendments in respect of Arrangement

6.2   Termination

6.3   Effect of Termination

Upon the termination of this agreement pursuant to Section 6.2, this Agreement shall forthwith terminate and, expect in the case of a party hereto that is
not in compliance with its obligations hereunder, no party hereto shall have any liability or further to any other party hereto.

ARTICLE 7  GENERAL

7.1   Transaction Costs

All costs, charges and expenses incurred at any time up to the Effective Date, if any, by any of the parties hereto in connection with this Agreement and the
transactions contemplated hereby including printing, legal and other costs, charges and expenses common to parties hereto shall be borne by Mentor as to 50% and Agnico as to 50%.

8

---



7.2   Notices

All notices and other communications which may or are required to be given to any party hereto pursuant to any provision of this Agreement shall be given or made
in writing and shall be deemed to be validly given if served personally or by facsimile transmission in each case addressed to the particular party at:



or
such other address of which any party may, from time to time, advise the other parties by notice in writing given in accordance with the foregoing. The date of receipt of any such notice shall be
deemed to be the date of delivery thereof.

7.3   Assignment

Neither of the parties hereto may assign its rights under this Agreement without the prior written consent of the other party hereto.

7.4   Binding Effect

This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors (including any successor by reason of
amalgamation or statutory arrangement) and permitted assigns.

7.5   Waiver and Modifications

Either of the parties hereto may waive or consent to the modification of, in whole or in part, any inaccuracy of any representation or warranty made to it
hereunder or in any document to be delivered pursuant hereto and may waive or consent to the modification of any of the covenants herein contained for its benefit or waive or consent to the
modification of any of the obligations for its benefit of any other party hereto. Any waiver or consent to the modification of any of the provisions of this Agreement, to be effective, must be in
writing executed by the party granting such waiver or consent.

7.6   Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be
treated in all respects as an Ontario contract.

7.7   Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the
same instrument.

9

---



IN WITNESS WHEREOFthe parties hereto have executed this Agreement as of the date first above written.

| |  | MENTOR EXPLORATION AND DEVELOPMENT CO., LIMITED
| |  | -----------------------------------------------
| |  | By:                                            
| |  |                                                
| |  | By:                                            
| |  |                                                
| |  | AGNICO-EAGLE MINES LIMITED                     
| |  | By:                                            
| |  |                                                
| |  | By:                                            
| |  |                                                

10

---





EXHIBIT 1    TO THE ARRANGEMENT AGREEMENT MADE AS OF  THE 14th DAY OF SEPTEMBER, 2001 BETWEEN  MENTOR EXPLORATION AND DEVELOPMENT CO., LIMITED  AND  AGNICO-EAGLE MINES LIMITED    PLAN OF
ARRANGEMENT

ARTICLE 1  INTERPRETATION

1.1   Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following
meanings respectively:



11

---





1.2    Interpretation Not Affected by Headings, etc.

The division of this Plan of Arrangement into articles, sections and schedules and the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation hereof. Unless otherwise indicated, all references to an"Article", "Section"or"Schedule"followed by a number and/or a letter refer to the specified article, section or
schedule of this Plan of Arrangement. The terms"this Plan of Arrangement","hereof", "herein"and"hereunder"and similar expressions refer to this Plan of Arrangement and the Schedules
hereto and not to any particular article, section or schedule hereof and include any agreement or instrument supplementary or ancillary thereto.

1.3    Currency

Unless otherwise expressly provided, all sums of money referred to in this Plan of Arrangement are expressed in lawful money of Canada.

12

---



1.4   Numbered

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders;
and words importing persons shall include Firms and corporations.

1.5   Applicable Law

This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of Ontario and laws of Canada applicable therein.

ARTICLE 2  ARRANGEMENT AGREEMENT

2.1   Arrangement Agreement

This Plan of Arrangement is made pursuant to the provisions of the Arrangement Agreement.

ARTICLE 3  THE ARRANGEMENT

3.1   The Arrangement

On the Effective Date, subject to the provisions of Section 4.1 and Section 5.1 hereof, the following shall occur and shall be deemed to occur in the following
order without any further act or formality:



13

---





3.2   No Fractional Shares

No fractional Agnico Shares or Sudbury Contact shares shall be issued in connection with the Arrangement. In lieu thereof, the Combined Corporation shall pay to
each person otherwise entitled to such a fractional interest an amount equal to the fractional interest multiplied by the simple average of the closing prices for the Agnico Shares or the Sudbury
Contact Shares, as applicable, on the TSE for the first five days upon which such shares are traded on that exchange following the Effective Date. Payments to persons resident in
the United States of America shall be made by way of cheque payable in the United States dollars converted, based upon the noon buying rate on the Effective Date in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. Payments to all other persons shall be made by way of cheque.

3.3   The Combined Corporation

Upon the Amalgamation, the following shall apply to and in respect of the Combined Corporation:



3.4   Further Assurances

Notwithstanding that the transactions or events set out in Section 3.1 shall occur and be deemed to occur in the order therein set out without any further
act or formality, each of Mentor and Agnico agree to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances,
instruments or documents as may be required by it to further document or evidence any of the transactions or events set out in Section 3.1.

14

---



ARTICLE 4  DISSENTING SHAREHOLDERS

4.1   Dissenting Shareholders

A Dissenting Shareholder who:



and,
except following a determination of entitlement in accordance with paragraph (b) above, in no case shall the Combined Corporation be required to recognize such Dissenting Shareholder as a
shareholder of the Combined Corporation from and after the Effective Date, and the name of such Dissenting Shareholder shall not be added to the register of holders of shares of the Combined
Corporation from and after the Effective Date.

ARTICLE 5  SHARE CERTIFICATES

5.1   Entitlement to Share Certificates and Dividends, etc.



ARTICLE 6  ELECTIONS

6.1Mentor shareholders making the Exchange Election must deposit a properly completed and signed letter of transmittal ("Letter of
Transmittal") with Computershare no later than the business day preceding the day of the Meeting and any adjournment thereof (the "Election
Deadline"). The Combined Corporation acting reasonably, shall have the discretion to determine whether Letter of Transmittal have been properly completed, signed and submitted
and to disregard immaterial defects in Letter of Transmittal. The decision of the Combined Corporation acting reasonably in such matters shall be conclusive and binding. Neither The Combined
Corporation nor Computershare shall be under any obligation to notify any person of any defect in a Exchange Election submitted. An Exchange Election may not be revoked after receipt thereof by
Computershare.

15

---



6.2A Mentor shareholder of record who holds Mentor Shares as a nominee, custodian, depository, trustee or in any other representative
capacity for beneficial owners of Mentor Shares may submit multiple Exchange Election Forms.

6.3A Mentor Shareholder who does not deposit a Letter of Transmittal making a Exchange Election with Computershare by the Election
Deadline or whose Exchange Election is defective or incomplete shall be deemed to have elected to exchange each Mentor Share held by such shareholder for one Mentor New Common Share and one Mentor New
Class B Share.

6.4Mentor shall use all reasonable efforts to mail the Letter of Transmittal to all persons who become Mentor shareholders during the
period between the date of mailing of the Mentor management information circular relating to the Meeting and the close of business (Toronto time) on the day that is seven calendar days prior to the
date of the Meeting and to make the Letter of Transmittal available to all persons who become Mentor shareholders subsequent to such day and no later than the Election Deadline.

ARTICLE 7  TAX ELECTION FORMS UNDER SECTION 85 OF THE INCOME TAX ACT

7.1Each mentor shareholder who wishes to avail himself of the elective provisions of section 85 of the ITA in respect of the
exchange of property described in subsection 3.1(b) hereof shall provide to the Combined Corporation, on or before December 31, 2001, a properly completed T2058, for partnerships,
or T2057 election form (or such other form which is prescribed for the purposes of section 85 of the ITA from time to time) and the Combined Corporation shall execute such form as transferee,
provided such form is received by the Combined Corporation on or before December 31, 2001, and shall return such form, duly executed, to such Mentor shareholder at the address provided
on the form for filing by such Mentor shareholder. The Combined Corporation shall not be responsible for any loss or damage resulting from such Mentor shareholder. The Combined Corporation shall not
be responsible for any loss or damage resulting from such an election being incomplete or invalid or from the late filing of such form, and proper completion, timely filing and validity of the
election shall be the sole responsibility of the Mentor shareholders.

16

---





SCHEDULE 1 TO PLAN OF ARRANGEMENT

The articles of Mentor Exploration and Development Co., Limited (the "Corporation") are amended as follows:

17

---







18

---





19

---







20

---





21

---





22

---





23

---







EXHIBIT "B"

[CERTIFIED COPY OF COURT ATTACHED]

24

---



Court
File No. 01-CL-4259

ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST

|       |  | IN THE MATTER OF A STATUTORY PLAN OF
ARRANGEMENT INVOLVING MENTOR EXPLORATION
AND DEVELOPMENT CO., LIMITED AND
ITS SHAREHOLDERS              |  |          
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|[SEAL] |  | MENTOR EXPLORATION AND DEVELOPMENT CO., LIMITED                                                                                              |  |          
|       |  |                                                                                                                                              |  | Applicant
|       |  | APPLICATION UNDER SECTION 182 OF THEBUSINESS
CORPORATIONS ACT(ONTARIO), BEING CHAPTER 16 OF
THEREVISED STATUTES OF ONTARIO, 1990, AS AMENDED |  |          

|                   |   |  |                         
|------------------ | - |  | ------------------------
|THE
HONOURABLE MR. | ) |  | TUESDAY, THE 16TH DAY OF
|                   | ) |  |                         
|JUSTICE
GROUND     | ) |  | OCTOBER, 2001           

FINAL ORDER

THIS APPLICATION,for an Order approving the Proposed Arrangement (the "Arrangement") between Mentor Exploration and
Development Co., Limited ("Mentor") and Agnico-Eagle Mines Limited ("Agnico")
pursuant to Section 182 of theBusiness Corporations Act(Ontario), R.S.O. 1990, C. B-16, as amended (the "OBCA") was heard this day at
Toronto.

UPON READINGthe Notice of Application, the Affidavit of Sean Boyd sworn September 11, 2001 including the exhibits thereto,
the Interim Order of Ground, J. dated September 13, 2001, and the Supplementary Affidavit of Sean Boyd sworn October 15, 2001, and exhibits thereto, and upon hearing the submissions of
counsel for the Applicant, no one else responding or appearing in accordance with the Interim Order, and upon being advised that Agnico-Eagle Mines Limited intends to rely upon the
Section 3(a)(10) exemption from registration under the U.S. Securities Act of 1933:

1.     THIS COURT ORDERSthat the Arrangement be and the same is hereby approved and that, upon the Arrangement being fully
implemented, Agnico and Mentor shall be hereby amalgamated, and continue as an amalgamated corporation carrying on business as Agnico-Eagle Mines Limited.

|[SEAL]                                                                                                                                                                                       |  | /s/ ILLEGIBLE
Registrar                                                                                                                                                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                             |  |                                                                                                                                                                                                   
|THIS IS TO CERTIFY THAT
THIS DOCUMENT, EACH PAGE
OF WHICH IS STAMPED WITH
THE SEAL OF THE ONTARIO
COURT (GENERAL DIVISION)
AT TORONTO, IS A TRUE
COPY OF THE DOCUMENT
ON FILE IN THIS OFFICE |  | LA PRÉSENTE ATTESTE QUE CE
DOCUMENT, DONT CHACUNE
DES PAGES EST REVÉTUE DU
SCEAU DE LA COUR DE
L'ONTARIO (DIVISION GÉNÉRALE)
À TORONTO, EST UNE COPIE
CONFORME DU DOCUMENT
CONSERVÉ DANS CE BUREAU
|DATED AT TORONTO THIS 17 DAY OF OCTOBER
2001
FAIT À TORONTO LE                        JOUR DE                                                                                               
|/s/ ILLEGIBLE                                                                                                                                                                                |  |                                                                                                                                                                                                   
|                                                                                                                                                                                             |  |                                                                                                                                                                                                   
|LOCAL REGISTRAR                                                                                                                                                                              |  | GREFFIER LOCAL                                                                                                                                                                                    

---



In the matter of a Statutory Plan of Arrangement involving Mentor Exploration and Development Limited and its Shareholders, Mentor Exploration and Development Limited, Applicant

Court File No. 01-CL-4259

|
|
|
|
|
|
|
|
|

---



ARTICLES OF AMALGAMATIONSTATUTS DE FUSION

|1. |  | The name of the amalgamated corporation is: |  | Dénomination sociale de la compagnie issue de la fusion :
|-- |  | ------------------------------------------- |  | ---------------------------------------------------------

| |  |   |   |   |   |   |   |  
| |  | - | - | - | - | - | - | -
| |  | / | A | / | G | / | N | /
| |  |   |   |   |   |   |   |  
| |  | / |   | / |   | / |   | /
| |  |   |   |   |   |   |   |  
| |  | / |   | / |   | / |   | /
| |  |   |   |   |   |   |   |  
| |  | / |   | / |   | / |   | /
| |  |   |   |   |   |   |   |  

|2.                                                                                                                                                                      |  | The address of the registered office is: |  | Adresse du siège social :
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- |  | -------------------------
|401 Bay Street, Suite 2302, Box 102                                                                                                                                    
|                                                                                                                                                                       
|(Street & Number or R.R. Number & if Multi-Office Building give Room No.) (Rue et numéro, ou numéro de la R.R. et, s'il s'agit d'un édifice à
bureau, numéro du bureau)

|Toronto, Ontario |                                                | /             | M | / | 5 | / | H | / | 2 | / | Y | / | 4 | / | 
|---------------- | ---------------------------------------------- | ------------- | - | - | - | - | - | - | - | - | - | - | - | - | 
|                
|                 | (Name of Municipality or Post Office)          | (Postal Code)
|                 | (Nom de la municipalité ou du bureau de poste) | (Code Postal)

|City of Toronto                                                                 |  | in         |  | Municipality of Metropolitan Toronto                                                
|------------------------------------------------------------------------------- |  | ---------- |  | ------------------------------------------------------------------------------------
|                                                                                |  |            |  |                                                                                     
|(Name of Municipality, Geographic Township)
(nom de la municipalité, du canton) |  | dans le/la |  | (County, District or Regional Municipality
(Comée, district, municipalité régionale)

|   |  |                                                         |  |                                                           
|-- |  | ------------------------------------------------------- |  | ----------------------------------------------------------
|3. |  | Number (or minimum and maximum number) of
directors is: |  | Nombre (ou nombres minimal et maximal)
d'administrateurs :
|   |  | a minimum of 5 and a maximum of 12                      |  |                                                           
|   |  |                                                         |  |                                                           
|4. |  | The director(s) is/are:                                 |  | Administrateur(s) :                                       

|First name, initials and last name  |  | Residence address, giving Street & No. or R.R. No., Municipality and Postal Code                                      |  | Resident
Canadian
State
Yes or No
|----------------------------------- |  | --------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------
|Prénom, initiales et nom de famille |  | Adresse personnelle, y compris la rue et le numéro, le numéro de la R.R., le nom de la municipalité et le code postal |  | Résident
Canadien
Oui/Non        
|                                   
|see page 1A attached                |  |                                                                                                                       |  |                                  

---



1A

|First name, initials and last name |  | Residence Address                                          |  | Resident
Canadian
Yes or No
|---------------------------------- |  | ---------------------------------------------------------- |  | ---------------------------
|                                  
|Paul Penna                         |  | 50 Godfrey's Lane
Mississauga, Ontario, L5H 2T1            |  | Yes                        
|John T. Clement                    |  | 70 Shaftesbury Avenue
Toronto, Ontario, M4T 1A3            |  | Yes                        
|Irving Dobbs                       |  | 5 Old Sheppard Avenue
Willowdale, Ontario, M2J 4K3         |  | Yes                        
|Mikey Drutz                        |  | 16 Kirkland Boulevard
Toronto, Ontario, M6A 1E6            |  | Yes                        
|Alan Green                         |  | 1412 Eglinton Avenue West
Toronto, Ontario, M6C 2E5        |  | Yes                        
|Wencel A. Hubacheck                |  | 325 Watson Avenue
Oakville, Ontario, L6J 3V5               |  | Yes                        
|Milton Klyman                      |  | 2121 Bathurst Street
Suite 1011
Toronto, Ontario, M5N 2P3  |  | Yes                        
|Bernard Kraft                      |  | 2 Blue Jay Place
Don Mills, Ontario, M2K 2S1               |  | Yes                        
|Charles E. Langston                |  | 7 Cherryhill Avenue
Scarborough, Ontario, M1C 1W9          |  | Yes                        
|James D. Nasso                     |  | 67 Groomsport Avenue
Agincourt, Ontario, M1T 2K8           |  | Yes                        
|George A. Pon                      |  | 195 St. Patrick Street
Suite 807
Toronto, Ontario, M5T 2Y8 |  | Yes                        

---



|5. A) |  | The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176(4) of theBusiness Corporations Acton the date set out below.                                                                                       |  | o |  | A)            |  | Les actionnaires de chaque compagnie qui fusionne ont dûment adopté la convention de fusion conformément au paragraphe 176(4) de la Loi sur les compagnies à la date mentionnée
ci-dessous.                                                                                                
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                |  |   |  |               |  |                                                                                                                                                                                                                                                                                            
|      |  | Check
A or B                                                                                                                                                                                                                                                                                   |  |   |  | Cocher
A ou B
|      |  |                                                                                                                                                                                                                                                                                                |  |   |  |               |  |                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                |  |   |  |               |  |                                                                                                                                                                                                                                                                                            
|B)    |  | The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of theBusiness Corporations Acton the
date set out below.
The articles of amalgamation in substance contain the provisions of the articles of incorporation of |  | ý |  | B)            |  | Les administrateurs de chaque compagnie qui fusionne ont approuvé la fusion par voie de résolution conformément à l'article 177 de la Loi sur les compagnies à la date
mentionnée ci-dessous. Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutifs de
|      |  | Agnico-Eagle Mines Limited                                                                                                                                                                                                                                                                     |  |   |  |               |  |                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                               
|      |  | and are more particularly set out in these articles.                                                                                                                                                                                                                                           |  |   |  |               |  | et sont énoncée textuellement aux présents statuts.                                                                                                                                                                                                                                        

| |  | Names of amalgamating corporationsDénomination sociale des compagnies qui fusionnent |  | Ontario Corporation NumberNuméro de la compagnie en Ontario |  | Date of Adoption/ApprovalDate d'adoption ou d'approbation
| |  | ------------------------------------------------------------------------------------ |  | ----------------------------------------------------------- |  | ---------------------------------------------------------
| |  |                                                                                     
| |  | Agnico-Eagle Mines Limited                                                           |  | 1013357                                                     |  | December 12, 1995                                        
| |  | Goldex Mines Limited                                                                 |  | 1054812                                                     |  | December 29, 1995                                        
| |  | 1159885 Ontario Limited                                                              |  | 1159885                                                     |  | December 29, 1995                                        

---



|6. |  | Restrictions, if any, on business the corporaiton may carry on or on powers the corporation exercises:         |  | Limites, s'il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la compagnie:    
|-- |  | -------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|   |  | none                                                                                                           |  |                                                                                                 
|   |  |                                                                                                                |  |                                                                                                 
|7. |  | The classes and any maximum number of shares that the corporation is authorized to issue;                      |  | Catégories et nombre maximal, s'il y a lieu, d'actions que le compagnie est autorisée à émettre:
|   |  | The Corporation is authorized to issue an unlimited number of shares of one class designated as common shares.

---



|8. |  | Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series: |  | Droits, privilèges, restrictions et conditions, s'il y a lieu, rattachés à chaque catégorie d'actions et pouvoirs des administrateurs relatifs à chaque catégorie d'actions qui
peut être émise en série :
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  | The holders of the common shares are entitled:                                                                                                                                       
|   |  | (a) to vote at all meetings of shareholders; and                                                                                                                                     
|   |  | (b) to receive the remaining property of the Corporation upon dissolution.                                                                                                           

---



|9.  |  | The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: |  | L'émission, le transfert ou la propriété d'actions est/n'est pas restreinte. Les restrictions, s'il y a lieu, sont les suivantes :
|--- |  | ------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|    |  | not applicable                                                                                               
|    |  |                                                                                                               |  |                                                                                                                                   
|10. |  | Other provisions, (if any):                                                                                   |  | Autres dispositions, s'il y a lieu :                                                                                              

| |  | The board of directors may from time to time, in such amounts and on such terms as it deems expedient:                                                                                                                                                                                                                
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a)                                                                                                                                                                                                                                                                                                                   
| |  | (b)                                                                                                                                                                                                                                                                                                                   
| |  | (c)                                                                                                                                                                                                                                                                                                                   
| |  | The board of directors may from time to time delegate to such one or more of the directors and officers of the Corporation as may be designated by the board all or any of the powers conferred on the board above to such extent and in such manner as
the board shall determine at the time of each such delegation.

|    |  |                                                                                                                     |  |                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------
|11. |  | The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule "A".         |  | Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les compagnies constituent l'annexe "A".       
|    |  |                                                                                                                     |  |                                                                                                                       
|12. |  | A copy of the amalgamation agreement or directors resolutions (as the case may be) is/are attached as Schedule "B". |  | Une copie de la convention de fusion ou les résolutions des administrateurs (selon la cas) constitue(nt) l'annexe "B".

---



|These articles are signed in duplicate.                                                                        |  | Les présents statuts sont signés en double exemplaire.                                                               
|-------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------
|                                                                                                              
|Names of the amalgamating corporations and signatures and descriptions of the office of their proper officers. |  | Dénomination sociale des compagnies qui fusionnent, signature et fonction de leurs dirigeants régulièrement désignés.

| |  |  |  |                            |  |                        
| |  |  |  | -------------------------- |  | -----------------------
| |  |  |  | AGNICO-EAGLE MINES LIMITED
| |  |  |  | Per :                      |  | /s/BARRY LANDEN        
| |  |  |  |                            |  | Barry Landen, Secretary
| |  |  |  | GOLDEX MINES LIMITED      
| |  |  |  | Per :                      |  | /s/BARRY LANDEN        
| |  |  |  |                            |  | Barry Landen, Director 
| |  |  |  | 1159885 ONTARIO LIMITED   
| |  |  |  | Per :                      |  | /s/BARRY LANDEN        
| |  |  |  |                            |  | Barry Landen, Director 

---



PART 1 OF SCHEDULE "A"  TO THE  ARTICLES OF AMALGAMATION OF  AGNICO-EAGLE MINES LIMITED

STATEMENT OF A DIRECTOR OF
AGNICO-EAGLE MINES LIMITED
PURSUANT TO SECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

I BARRY LANDEN, state that:

1.     I
am the Secretary of Agnico-Eagle Mines Limited (the "Corporation") which is one of the amalgamating corporations in the attached Articles of Amalgamation.

2.     I
have conducted such examinations of the books and records of the Corporation and have made such enquiries and investigations as are necessary to enable me to make this
statement.

3.     I
have satisfied myself that:





| | /s/BARRY LANDENBarry Landen
| | ---------------------------

---



PART 2 OF SCHEDULE "A"  TO THE  ARTICLES OF AMALGAMATION OF  AGNICO-EAGLE MINES LIMITED

STATEMENT OF A DIRECTOR OF
GOLDEX MINES LIMITED
PURSUANT TO SECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

I BARRY LANDEN, state that:

1.     I
am a director of Goldex Mines Limited (the "Corporation") which is one of the amalgamating corporations in the attached Articles of Amalgamation.

2.     I
have conducted such examinations of the books and records of the Corporation and have made such enquiries and investigations as are necessary to enable me to make this
statement.

3.     I
have satisfied myself that:





| | /s/BARRY LANDENBarry Landen
| | ---------------------------

---



PART 3 OF SCHEDULE "A"  TO THE  ARTICLES OF AMALGAMATION OF  AGNICO-EAGLE MINES LIMITED

STATEMENT OF A DIRECTOR OF
1159885 ONTARIO LIMITED
PURSUANT TO SECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)

I BARRY LANDEN, state that:

1.     I
am a director of 1159885 Ontario Limited (the "Corporation") which is one of the amalgamating corporations in the attached Articles of Amalgamation.

2.     I
have conducted such examinations of the books and records of the Corporation and have made such enquiries and investigations as are necessary to enable me to make this
statement.

3.     I
have satisfied myself that:





| | /s/BARRY LANDENBarry Landen
| | ---------------------------

---



QuickLinks