Exhibit 1.02  ARTICLES OF AMALGAMATION STATUTS DE
FUSION  1.
  The name of
  the amalgamated corporation is:
  
  Dénomination
  sociale de la sociétéissue de  la fusion:/ A / G / N / I / C / O / - / E /A / G / L / E /  /M/ I / N / E / S /  / L / I /M/ I / T / E / D /  / M /I / N /
  E / S/ A / G / N
  / I / C / O / - / E / A / G / L / E /  /
  L / I / M / I / T / É / E /    /    /    /    /    /    /    /    //    /    /    /    /    /    /    /    /    /    /    /  
   /    /    /    /    /    /    /    /    /    /    /    /    /    /    /    /    //    /    /    /    /    /    /    /    /    /    /    /  
   /    /    /    /    /    /    /    /    /    /    /    /    /    /    /    /    /  2.
  The address
  of the registered office is:
  
  
  
  Adresse
  du siège social:  145 King
  Street East, Suite 400(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 / C / 2 / Y / 7 /(Name of Municipality or Post
  Office)(Nom de la municipalité ou du bureau de poste)
  
  (Postal Code)(Code Postal)   City of Toronto
  
  in
  
  Municipality of
  Metropolitan Toronto(Name of Municipality, Geographic Township)(nom de la municipalité, du ou du bureau de
  poste)
  
  dans le/la
  
  (County,
  District or Regional Municipality)
  (Comeé, 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 124.
  The
  director(s) is/are:
  
  
  
  Administrateur(s):  Resident
  Canadian
  StateFirst name,
  initials and last name
  
  Residence
  address, giving Street & No. or R.R. No., 
  Municipality and Postal Code
  
  Yes or NoPrénom, autre prenoms 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 NoPertti Voutilainen
  
  [ * * * ]
  
  NoLeanne Baker
  
  [ * * * ]
  
  NoDouglas R. Beaumont
  
  [ * * * ]
  
  YesSean Boyd
  
  [ * * * ]
  
  YesBernard Kraft
  
  [ * * * ]
  
  YesMel Leiderman
  
  [ * * * ]
  
  YesJames D. Nasso
  
  [ * * * ]
  
  YesEberhard
  Scherkus
  
  [ * * * ]
  
  YesHoward Stockford
  
  [ * * * ]
  
  Yes  
 [ * * * ] Private information of individuals redacted from form above.


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 the Business Corporations Act on the date set out below.
  
  o
  
  A
  Les actionnaires de chaque société qui fusionne ont dûment adopté la
  convention de fusion conformément au paragraphe 176(4) de la Loi sur les
  sociétés par actions à la date mentionnée ci-dessous.Check
  
  
  
  CocherA or B
  
  
  
  A
  ou BB)
  The
  amalgamation has been approved by the directors of each amalgamating
  corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. The
  articles of amalgamation in substance contain the provisions of the articles
  of incorporation of
  
  x
  
  B)
  Les administrateurs de chaque sociétés qui fusionne ont approuvé la
  fusion par voie de résolution conformément à larticle 177 de la Loi sur les
  sociétés par actions à la date mentionnée ci-dessous. Les statuts de fusion
  reprennent essentiellement les dispositions des statuts constitutifs deAGNICOEAGLE MINES LIMITED/MINES AGNICOEAGLE
  LIMITÉEand are more
  particularly set out in these articles.
  
  
  
  et sont énoncée textuellement aux présents statuts.   Names
  of amalgamating
  corporations
  Dénomination sociale des
  compagnies qui fusionnent
  
  Ontario Corporation
  Number
  Numéro de la société en Ontario
  
  Date of Adoption/Approval
  Date dadoption ou dapprobationAgnico-Eagle
  Mines Limited/Mines Agnico-Eagle Limitée
  
  1495447
  
  2007-Jul-27Cumberland
  Resources Ltd.
  
  528134
  
  2007-Jul-27Agnico-Eagle
  Acquisition Corporation
  
  1740720
  
  2007-Jul-27Meadowbank
  Mining Corporation
  
  1740721
  
  2007-Jul-27


6.
  Restrictions,
  if any, on business the corporation may carry on or on powers the corporation
  exercises:
  
  Limites, sil y a lieu, imposées aux activités commerciales ou aux
  pouvoirs de la société:none7.
  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 société
  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 applicable10.
  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)
  borrow money
  on the credit of the Corporation;(b)
  issue, sell
  or pledge debt obligations (including bonds, debentures, notes or other
  similar obligations, secured or unsecured) of the Corporation;(c)
  charge,
  mortgage, hypothecate or pledge all or any of the currently-owned or
  subsequently-acquired real or personal, moveable or immoveable, property of
  the Corporation, including book debts, rights, powers, franchises and
  undertaking to secure any debt obligations or any money borrowed, or other
  debt or liability of the Corporation.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.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.  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 sociétés 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 sociétés qui fusionnent, signature et  fonction de leurs dirigeants régulièrement
  désignés.   AGNICO-EAGLE
  MINES LIMITED/MINES 
  AGNICO-EAGLE LIMITÉEby:
  /s/ROBERT GREGORY LAINGRobert
  Gregory Laing
  General Counsel, Senior
  Vice-President, Legal and 
  Corporate SecretaryCUMBERLAND
  RESOURCES LTD.by:
  /sROBERT GREGORY LAINGRobert
  Gregory Laing
  DirectorAGNICO-EAGLE
  ACQUISITION CORPORATIONBy:
  /sROBERT GREGORY LAINGRobert
  Gregory Laing
  DirectorMEADOWBANK
  MINING
  CORPORATIONBy:
  /sROBERT GREGORY LAINGRobert
  Gregory Laing
  Director


SCHEDULE A  STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT(ONTARIO)  I, Robert Gregory Laing, of the Town of Oakville, in the Province of
Ontario, hereby state as follows:  1.This Statement is made pursuant to subsection 178(2) of the Business Corporations Act (Ontario) (the Act).  2.I am the director, President and Secretary of Agnico-Eagle
Acquisition Corporation (the Corporation) and as such have knowledge of its
affairs.  3.I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.  4.There are reasonable grounds for believing that:  (a)the
Corporation is and the corporation to be formed by the amalgamation (the Amalgamation)
of the Corporation, Agnico-Eagle Mines Limited/Mines Agnico-Eagle Limitée,
Meadowbank Mining Corporation and Cumberland Resources Ltd. will be able to pay
its liabilities as they become due; and  (b)the
realizable value of such amalgamated corporations assets will not be less than
the aggregate of its liabilities and stated capital of all classes.  5.There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.  6.The Corporation has not been notified by any creditor that it
objects to the Amalgamation.  This Statement
is made this 27th day of July, 2007.  /s/ Robert Gregory LaingRobert Gregory Laing


SCHEDULE A  STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT(ONTARIO)  I, Robert Gregory Laing, of the Town of Oakville, in the Province of
Ontario, hereby state as follows:  1.This Statement is made pursuant to subsection 178(2) of the Business Corporations Act (Ontario) (the Act).  2.I am the
director, President and Secretary of Meadowbank Mining Corporation (the Corporation)
and as such have knowledge of its affairs.  3.I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.  4.There are reasonable grounds for believing that:  (a)the
Corporation is and the corporation to be formed by the amalgamation (the Amalgamation)
of the Corporation, Agnico-Eagle Mines Limited/Mines Agnico-Eagle Limitée,
Agnico-Eagle Acquisition Corporation and Cumberland Resources Ltd. will be able
to pay its liabilities as they become due; and  (b)the
realizable value of such amalgamated corporations assets will not be less than
the aggregate of its liabilities and stated capital of all classes.  5.There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.  6.The Corporation has not been notified by any creditor that it
objects to the Amalgamation.  This Statement
is made this 27th day of July, 2007.  /s/ Robert Gregory LaingRobert Gregory Laing


SCHEDULE A  STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT(ONTARIO)  I, Robert Gregory Laing, of the Town of Oakville, in the Province of
Ontario, hereby state as follows:  1.This Statement is made pursuant to subsection 178(2) of the Business Corporations Act (Ontario) (the Act).  2.I am the
director, President and Secretary of Cumberland Resources Ltd. (the Corporation)
and as such have knowledge of its affairs.  3.I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.  4.There are reasonable grounds for believing that:  (a)the
Corporation is and the corporation to be formed by the amalgamation (the Amalgamation)
of the Corporation, Agnico-Eagle Mines Limited/Mines Agnico-Eagle Limitée,
Agnico-Eagle Acquisition Corporation and Meadowbank Mining Corporation will be
able to pay its liabilities as they become due; and  (b)the
realizable value of such amalgamated corporations assets will not be less than
the aggregate of its liabilities and stated capital of all classes.  5.There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.  6.The Corporation has not been notified by any creditor that it
objects to the Amalgamation.  This Statement is made this
27th day of July, 2007.  /s/ Robert Gregory LaingRobert Gregory Laing


SCHEDULE A  STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT(ONTARIO)  I, Robert Gregory Laing, of the Town of Oakville, in the Province of
Ontario, hereby state as follows:  1.This Statement is made pursuant to subsection 178(2) of the Business Corporations Act (Ontario) (the Act).  2.I am the General Counsel, Senior Vice-President, Legal and Corporate
Secretary of Agnico-Eagle Mines Limited/Mines Agnico-Eagle Limitée (the Corporation)
and as such have knowledge of its affairs.  3.I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.  4.There are reasonable grounds for believing that:  (a)the
Corporation is and the corporation to be formed by the amalgamation (the Amalgamation)
of the Corporation, Meadowbank Mining Corporation, Agnico-Eagle Acquisition
Corporation and Cumberland Resources Ltd. will be able to pay its liabilities
as they become due; and  (b)the
realizable value of such amalgamated corporations assets will not be less than
the aggregate of its liabilities and stated capital of all classes.  5.There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.  6.The Corporation has not been notified by any creditor that it
objects to the Amalgamation.  This Statement is made this 27th day of July, 2007.   /s/ Robert Gregory LaingRobert Gregory Laing


SCHEDULE B  RESOLUTION OF THE DIRECTORS
OF
AGNICO-EAGLE MINES LIMITED/MINES AGNICO-EAGLE LIMITÉE  AMALGAMATION WITH AGNICO-EAGLE ACQUISITION
CORPORATION, CUMBERLAND RESOURCES LTD. AND MEADOWBANK
MINING CORPORATION  WHEREAS subsection 177(1) of the Business
Corporations Act (Ontario) (the Act) permits a holding corporation
and one or more of its subsidiary corporations to amalgamate and continue as
one corporation without complying with sections 175 and 176 of the Act;  AND WHEREAS Agnico-Eagle Acquisition Corporation (Acquisition),
Cumberland Resources Ltd. (Cumberland) and Meadowbank Mining Corporation (Meadowbank)
are subsidiary corporations of AGNICO-EAGLE MINES LIMITED/MINES AGNICO-EAGLE
LIMITÉE (the Corporation);  AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation and each of Acquisition, Cumberland and
Meadowbank amalgamate and continue as one corporation pursuant to subsection
177(1) of the Act;  IT IS RESOLVED THAT:  1.the amalgamation (the Amalgamation) of the Corporation,
Acquisition, Cumberland and Meadowbank pursuant to the provisions of subsection
177(1) of the Act is hereby approved;  2.upon the Amalgamation becoming effective, all the shares (whether issued
or unissued) of Acquisition, Cumberland and Meadowbank shall be cancelled
without any repayment of capital in respect thereof;  3.except as may be prescribed by the Regulation under the Act, the
articles of amalgamation of the corporation (the Amalgamated Corporation)
continuing from the Amalgamation shall be the same as the articles of the
Corporation;


4.upon the Amalgamation becoming effective, the by-law of the
Corporation as in effect immediately prior to the Amalgamation shall be the
by-law of the Amalgamated Corporation;  5.no securities shall be issued and no assets shall be distributed by
the Amalgamated Corporation in connection with the Amalgamation;  6.any director or officer of the Corporation is hereby authorized and
directed, for an in the name of and on behalf of the Corporation, to execute
(whether under the corporate seal of the Corporation or otherwise) and deliver
all such agreements, instruments, certificates and other documents and to do
all such other acts and things as such director or officer may determine to be
necessary or advisable in connection with the Amalgamation, including the
execution and delivery to the Director appointed under the Act of articles of
amalgamation in the prescribed form in respect of the Amalgamation, the
execution of any such document or the doing of any such other act or thing
being conclusive evidence of such determination.  
  The
undersigned General Counsel, Senior Vice-President, Legal and Corporate
Secretary of AGNICO-EAGLE MINES LIMITED/MINES AGNICO-EAGLE LIMITÉE (the Corporation)
hereby certifies that the foregoing is a true and correct copy of a resolution
passed by the directors of the Corporation on July 27, 2007, which
resolution is in full force and effect as of the date hereof, unamended.   DATED  July 27, 2007.  /s/ Robert Gregory LaingRobert Gregory Laing
  General Counsel, Senior Vice-
  President, Legal and Corporate 
  Secretary  2


SCHEDULE B  RESOLUTION OF THE DIRECTOR
OF
CUMBERLAND RESOURCES LTD.  AMALGAMATION WITH AGNICO-EAGLE MINES
LIMITED/MINES AGNICO-EAGLE 
LIMITÉE, AGNICO-EAGLE ACQUISITION CORPORATION ANDMEADOWBANK MINING CORPORATION  WHEREAS subsection 177(1) of the Business
Corporations Act (Ontario) (the Act) permits a holding corporation
and one or more of its subsidiary corporations to amalgamate and continue as
one corporation without complying with sections 175 and 176 of the Act;  AND WHEREAS CUMBERLAND RESOURCES LTD. (the Corporation) is a
subsidiary corporation of Agnico-Eagle Mines Limited/Mines Agnico-Eagle Limitée
(Agnico) and Agnico-Eagle Acquisition Corporation (Acquisition);  AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation and each of Acquisition, Agnico and Meadowbank
Mining Corporation (Meadowbank) amalgamate and continue as one corporation
pursuant to subsection 177(1) of the Act;  IT IS RESOLVED THAT:  1.the amalgamation (the Amalgamation) of the Corporation,
Acquisition, Meadowbank and Agnico pursuant to the provisions of subsection 177(1) of
the Act is hereby approved;  2.upon the Amalgamation becoming effective, all the shares (whether
issued or unissued) of the Corporation shall be cancelled without any repayment
of capital in respect thereof;  3.except as may be prescribed by the Regulation under the Act, the
articles of amalgamation of the corporation (the Amalgamated Corporation)
continuing from the Amalgamation shall be the same as the articles of Agnico;


4.upon the Amalgamation becoming effective, the by-law of Agnico as in
effect immediately prior to the Amalgamation shall be the by-law of the
Amalgamated Corporation;  5.no securities shall be issued and no assets shall be distributed by
the Amalgamated Corporation in connection with the Amalgamation; and  6.any director or officer of the Corporation is authorized and
directed, for and in the name of and on behalf of the Corporation, to execute
(whether under the corporate seal of the Corporation or otherwise) and deliver
all such agreements, instruments, certificates and other documents and to do
all such other acts and things as such director or officer may determine to be
necessary or advisable in connection with the Amalgamation, including the
execution and delivery to the Director appointed under the Act of articles of
amalgamation in the prescribed form in respect of the Amalgamation, the
execution of any such document or the doing of any such other act or thing
being conclusive evidence of such determination.  
  The undersigned, being the sole director of CUMBERLAND RESOURCES LTD.,
passes the foregoing resolution pursuant to the Business Corporations Act (Ontario).  DATED July 27, 2007.  /s/ Robert Gregory LaingRobert Gregory Laing  2


SCHEDULE B  RESOLUTION OF THE DIRECTOR
OF
AGNICO-EAGLE ACQUISITION CORPORATION  AMALGAMATION WITH AGNICO-EAGLE MINES
LIMITED/MINES AGNICO-EAGLE 
LIMITÉE, MEADOWBANK MINING CORPORATION ANDCUMBERLAND RESOURCES LTD.  WHEREAS subsection 177(1) of the Business
Corporations Act (Ontario) (the Act) permits a holding corporation
and one or more of its subsidiary corporations to amalgamate and continue as
one corporation without complying with sections 175 and 176 of the Act;  AND WHEREAS AGNICO-EAGLE ACQUISITION CORPORATION (the Corporation) is
a wholly-owned subsidiary corporation of AGNICO-EAGLE MINES LIMITED/MINES
AGNICO-EAGLE LIMITÉE (Agnico);  AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation and each of Meadowbank Mining Corporation (Meadowbank),
Agnico and Cumberland Resources Ltd. (Cumberland) amalgamate and continue as
one corporation pursuant to subsection 177(1) of the Act;  IT IS RESOLVED THAT:  1.the amalgamation (the Amalgamation) of the Corporation,
Meadowbank, Cumberland and Agnico pursuant to the provisions of subsection 177(1) of
the Act is hereby approved;  2.upon the Amalgamation becoming effective, all the shares (whether
issued or unissued) of the Corporation shall be cancelled without any repayment
of capital in respect thereof;  3.except as may be prescribed by the Regulation under the Act, the
articles of amalgamation of the corporation (the Amalgamated Corporation)
continuing from the Amalgamation shall be the same as the articles of Agnico;


4.upon the Amalgamation becoming effective, the by-law of Agnico as in
effect immediately prior to the Amalgamation shall be the by-law of the
Amalgamated Corporation;  5.no securities shall be issued and no assets shall be distributed by
the Amalgamated Corporation in connection with the Amalgamation; and  6.any director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute
(whether under the corporate seal of the Corporation or otherwise) and deliver
all such agreements, instruments, certificates and other documents and to do
all such other acts and things as such director or officer may determine to be
necessary or advisable in connection with the Amalgamation, including the
execution and delivery to the Director appointed under the Act of articles of
amalgamation in the prescribed form in respect of the Amalgamation, the
execution of any such document or the doing of any such other act or thing
being conclusive evidence of such determination.  
  The undersigned, being the sole director of
AGNICO-EAGLE ACQUISITION CORPORATION, passes the foregoing resolution pursuant
to the Business Corporations Act
(Ontario).  DATED July 27, 2007.  /s/ Robert Gregory LaingRobert Gregory Laing  2


SCHEDULE B  RESOLUTION OF THE DIRECTOR
OF
MEADOWBANK MINING CORPORATION  AMALGAMATION WITH AGNICO-EAGLE MINES
LIMITED/MINES AGNICO-EAGLE 
LIMITÉE, AGNICO-EAGLE ACQUISITION CORPORATION ANDCUMBERLAND RESOURCES LTD.  WHEREAS subsection 177(1) of the Business Corporations Act (Ontario) (the Act)
permits a holding corporation and one or more of its subsidiary corporations to
amalgamate and continue as one corporation without complying with sections 175
and 176 of the Act;  AND WHEREAS MEADOWBANK MINING CORPORATION (the Corporation)
is a wholly-owned subsidiary corporation of CUMBERLAND RESOURCES LTD. (Cumberland);  AND WHEREAS it is considered desirable and in the
best interests of the Corporation that the Corporation and each of Agnico-Eagle
Acquisition Corporation (Acquisition), Agnico-Eagle Mines Limited/Mines
Agnico-Eagle Limitée (Agnico) and Cumberland amalgamate and continue as one
corporation pursuant to subsection 177(1) of the Act;  IT IS RESOLVED THAT:  1.the amalgamation (the Amalgamation) of the Corporation,
Acquisition, Cumberland and Agnico pursuant to the provisions of subsection 177(1) of
the Act is hereby approved;  2.upon the Amalgamation becoming effective, all the shares (whether
issued or unissued) of the Corporation shall be cancelled without any repayment
of capital in respect thereof;  3.except as may be prescribed by the Regulation under the Act, the articles
of amalgamation of the corporation (the Amalgamated Corporation) continuing
from the Amalgamation shall be the same as the articles of Agnico;


4.upon the Amalgamation becoming effective, the by-law of Agnico as in
effect immediately prior to the Amalgamation shall be the by-law of the
Amalgamated Corporation;  5.no securities shall be issued and no assets shall be distributed by
the Amalgamated Corporation in connection with the Amalgamation; and  6.any director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute
(whether under the corporate seal of the Corporation or otherwise) and deliver
all such agreements, instruments, certificates and other documents and to do
all such other acts and things as such director or officer may determine to be
necessary or advisable in connection with the Amalgamation, including the
execution and delivery to the Director appointed under the Act of articles of
amalgamation in the prescribed form in respect of the Amalgamation, the
execution of any such document or the doing of any such other act or thing
being conclusive evidence of such determination.  
  The undersigned, being the sole director of
MEADOWBANK MINING CORPORATION, passes the foregoing resolution pursuant to the Business Corporations Act (Ontario).  DATED July 27, 2007.  /s/ Robert Gregory LaingRobert Gregory Laing  2