Exhibit 4.05


 


Execution Copy


 


 


AGNICO-EAGLE MINES LIMITED


 


 


- and -


 


 


COMPUTERSHARE TRUST COMPANY OF CANADA


 


 






 


WARRANT INDENTURE


 


Governing up to


8,600,000
Warrants to Purchase up to


8,600,000
Common Shares of


Agnico-Eagle Mines Limited.


 






 


 


April 4, 2009


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE 1

  
	
  INTERPRETATION

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
  2

  
	
  1.2

  	
  Construction

  	
  5

  
	
  1.3

  	
  Business Day

  	
  5

  
	
  1.4

  	
  Time of the Essence

  	
  5

  
	
  1.5

  	
  Applicable Law

  	
  6

  
	
  1.6

  	
  Agent for Service;
  Submission to Jurisdiction; Waiver of Immunities

  	
  6

  
	
  1.7

  	
  Severability

  	
  6

  
	
  1.8

  	
  Currency

  	
  6

  
	
   

  
	
  ARTICLE 2

  
	
  ISSUE OF WARRANTS

  
	
   

  
	
  2.1

  	
  Issue of Warrants

  	
  7

  
	
  2.2

  	
  Form and Terms of
  Warrants

  	
  7

  
	
  2.3

  	
  Signing of Warrant
  Certificates

  	
  10

  
	
  2.4

  	
  Certification by
  the Trustee

  	
  11

  
	
  2.5

  	
  Warrantholder Not a
  Shareholder, Etc.

  	
  11

  
	
  2.6

  	
  Issue in Substitution
  for Lost Warrant Certificates

  	
  11

  
	
  2.7

  	
  Warrants to Rank Pari Passu

  	
  12

  
	
  2.8

  	
  Registers for
  Warrants

  	
  12

  
	
  2.9

  	
  Transferee Entitled
  to Registration

  	
  12

  
	
  2.10

  	
  Registers Open for
  Inspection

  	
  13

  
	
  2.11

  	
  Exchange of
  Warrants

  	
  13

  
	
  2.12

  	
  Ownership of
  Warrants

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
  ADJUSTMENTS

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Adjustment of
  Exercise Rights

  	
  14

  
	
  3.2

  	
  Adjustment Rules

  	
  18

  
	
  3.3

  	
  Postponement of
  Subscription

  	
  19

  
	
  3.4

  	
  Notice of
  Adjustment of Exercise Rights

  	
  19

  
	
  3.5

  	
  No Duty to Inquire

  	
  20

  
	
  3.6

  	
  Purchase of
  Warrants for Cancellation

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  
	
  EXERCISE OF WARRANTS

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Method of Exercise
  of Warrants

  	
  20

  
	
  4.2

  	
  Expiration of
  Warrants

  	
  21

  
	
  4.3

  	
  Effect of Exercise
  of Warrants

  	
  21

  



 


i

















 


	
  4.4

  	
  Cancellation of
  Warrant Certificates

  	
  22

  
	
  4.5

  	
  Fractions

  	
  22

  
	
  4.6

  	
  Prohibition Against
  Exercise by U.S. Persons; Exception

  	
  22

  
	
  4.7

  	
  U.S. Legend

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
  COVENANTS

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  General Covenants

  	
  23

  
	
  5.2

  	
  Trustee’s
  Remuneration and Expenses

  	
  24

  
	
  5.3

  	
  Performance of
  Covenants by Trustee

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
  ENFORCEMENT

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Suits by
  Warrantholders

  	
  25

  
	
  6.2

  	
  Immunity of
  Shareholders, Etc.

  	
  25

  
	
  6.3

  	
  Limitation of
  Liability

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
  MEETINGS OF WARRANTHOLDERS

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Right to Convene
  Meetings

  	
  26

  
	
  7.2

  	
  Notice

  	
  26

  
	
  7.3

  	
  Chair

  	
  26

  
	
  7.4

  	
  Quorum

  	
  27

  
	
  7.5

  	
  Power to Adjourn

  	
  27

  
	
  7.6

  	
  Show of Hands

  	
  27

  
	
  7.7

  	
  Poll and Voting

  	
  27

  
	
  7.8

  	
  Regulations

  	
  28

  
	
  7.9

  	
  Corporation,
  Trustee and Counsel May Be Represented

  	
  28

  
	
  7.10

  	
  Powers Exercisable
  by Extraordinary Resolution

  	
  28

  
	
  7.11

  	
  Meaning of
  Extraordinary Resolution

  	
  29

  
	
  7.12

  	
  Powers Cumulative

  	
  30

  
	
  7.13

  	
  Minutes

  	
  30

  
	
  7.14

  	
  Instruments in
  Writing

  	
  30

  
	
  7.15

  	
  Binding Effect of
  Resolutions

  	
  31

  
	
  7.16

  	
  Holdings by the
  Corporation or Subsidiaries of the Corporation Disregarded

  	
  31

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  
	
  AMENDMENTS AND SUPPLEMENTAL INDENTURES

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Amendments and
  Supplemental Indentures

  	
  31

  
	
  8.2

  	
  Amendments and
  Supplemental Indentures Requiring Extraordinary Resolution

  	
  32

  
	
  8.3

  	
  Successor
  Corporations

  	
  32

  



 


ii

















 


	
  ARTICLE 9

  
	
  CONCERNING THE TRUSTEE

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Trust Indenture
  Legislation

  	
  32

  
	
  9.2

  	
  Rights and Duties
  of Trustee

  	
  33

  
	
  9.3

  	
  Evidence, Experts
  and Advisers

  	
  34

  
	
  9.4

  	
  Documents Held by
  Trustee

  	
  34

  
	
  9.5

  	
  Actions by Trustee
  to Protect Interests

  	
  35

  
	
  9.6

  	
  Trustee Not
  Required to Give Security

  	
  35

  
	
  9.7

  	
  Protection of
  Trustee

  	
  35

  
	
  9.8

  	
  Replacement of
  Trustee

  	
  36

  
	
  9.9

  	
  Conflict of
  Interest

  	
  37

  
	
  9.10

  	
  Acceptance of
  Trusts

  	
  37

  
	
  9.11

  	
  Trustee Not to Be
  Appointed Receiver

  	
  37

  
	
  9.12

  	
  Indemnity of
  Trustee

  	
  37

  
	
  9.13

  	
  Notice

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  
	
  GENERAL

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Notice to the
  Corporation

  	
  38

  
	
  10.2

  	
  Notice to Trustee

  	
  38

  
	
  10.3

  	
  Notice to
  Warrantholders

  	
  39

  
	
  10.4

  	
  Accidental Failure
  to Give Notice to Warrantholders

  	
  39

  
	
  10.5

  	
  Counterparts and
  Formal Date

  	
  39

  
	
  10.6

  	
  Satisfaction and
  Discharge of Indenture

  	
  39

  
	
  10.7

  	
  Provisions of
  Indenture and Warrants for the Sole Benefit of Parties and Warrantholders

  	
  40

  
	
  10.8

  	
  Assignment

  	
  40

  
	
  10.9

  	
  No Waiver, etc.

  	
  40

  
	
  10.10

  	
  Further Assurances

  	
  40

  
	
  10.11

  	
  Amendments

  	
  40

  
	
  10.12

  	
  Language

  	
  40

  



 


iii














 


THIS WARRANT INDENTURE dated as of April 4,
2009.


 


B E T W E E N:


 


AGNICO- EAGLE  MINES LIMITED,


a corporation
existing under the laws of

the Province of Ontario,


 


(hereinafter
called the “Corporation”),


 


- and -


 


COMPUTERSHARE TRUST
COMPANY OF

CANADA,


a trust
company organized under the laws of Canada

and authorized to carry on business as a trust

company in all the provinces of Canada,


 


(hereinafter
called the “Trustee”).


 


WHEREAS on December 3, 2008, the Corporation issued 8,600,000
share purchase warrants entitling the holders thereof to acquire, upon exercise
thereof and payment of the exercise price therefor, one common share of the
Corporation, which warrants were issued pursuant to subscription agreements
dated December 3, 2008 and evidenced by warrant certificates (the “Original
Certificates”) dated the same date;


 


AND WHEREAS all things necessary were done and performed to make such
warrants legal, valid and binding upon the Corporation with the benefits of and
subject to the terms of such warrants as set out in the Original Certificate;


 


AND WHEREAS certain of the holders of such warrants have agreed with
the Corporation to amend the terms and conditions of their warrants so as to
conform to, and be governed by, the terms and conditions set out in this
Indenture (such amended warrants being hereinafter referred to as the “Warrants”);


 


AND WHEREAS the Trustee has agreed to enter into this Indenture and to
hold all rights, interests and benefits contained herein for and on behalf of
those persons who from time to time are holders of Warrants;


 


NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable
consideration mutually given, the receipt and sufficiency of which are hereby
acknowledged, the Corporation hereby appoints the Trustee as Warrant trustee
for the holders of Warrants, to hold all rights, interests and benefits in
respect of the Warrants contained in the Original Certificate as so amended,
and it is hereby agreed and declared as follows:


 

















 


ARTICLE 1


INTERPRETATION


 


1.1                                                                               Definitions


 


In this Indenture, unless there is something in the subject matter or
context inconsistent therewith, the following phrases and words shall have the
meanings set out below and grammatical variations of such terms shall have
corresponding meanings:


 


“Applicable Legislation”
has the meaning set out in Section 9.1(a);


 


“Business Day”
means a day, other than a Saturday or Sunday, which is not a statutory or civic
holiday in Toronto, Ontario or the City of New York, New York;


 


“Chair” has the
meaning set out in Section 7.3;


 


“Common Shares”
means common shares in the capital of the Corporation, regardless of the series
thereof, as currently constituted and as the same may be reclassified,
subdivided, consolidated or otherwise changed from time to time;


 


“Corporation”
means Agnico-Eagle Mines Limited, a corporation existing under the laws of the
Province of Ontario, or any successor thereto, whether by amalgamation,
continuance or otherwise;


 


“Corporation’s auditors”
means the independent chartered accountant or firm of chartered accountants
duly appointed as auditor or auditors of the Corporation from time to time;


 


“counsel” means
a barrister or solicitor or a firm of barristers or solicitors (who may be
counsel for the Corporation) acceptable to the Trustee, acting reasonably;


 


“Current Market Price”
means, at any date, the U.S. dollar volume-weighted-average closing price per
Common Share for the 20 consecutive Trading Days commencing on the Trading Day
immediately before such date on the NYSE or, if the Common Shares are not then
listed on the NYSE then on such other U.S. stock exchange on which the Common
Shares are then listed as may be selected by the directors of the Corporation
or, if the Common Shares are not then listed on any U.S. stock exchange then on
such other stock exchange on which the Common Shares are then listed as may be
selected by the directors of the Corporation or, if the Common Shares are not
then listed on a stock exchange, on the over-the-counter market (provided that,
in each case, if such average price is not in U.S. dollars, such price will be
translated into U.S. dollars using the then applicable Exchange Rate); provided
that, if there is no market for the Common Shares during all or part of such
period during which the Current Market Price would otherwise be determined, the
Current Market Price shall in respect of all or such part of the period be
determined by a nationally-recognized firm of chartered accountants appointed
by the Corporation (who may be the Corporation’s auditors), in each case
appropriately adjusted to take into account the occurrence during such
20-Trading Day period of any event that would result in an adjustment of the
Exercise Price pursuant to Section 3.1;


 


2

















 


“director” means
a director of the Corporation for the time being and, unless otherwise
specified herein, reference herein to an “action by the directors” means an
action by the directors of the Corporation as a board or, whenever duly
empowered, an action by a committee of directors;


 


“Eligible Institution”
means a Canadian chartered bank, a major trust company in Canada, a firm which
is a member of a recognized stock exchange in Canada, a member of the
Investment Dealers Association of Canada, a national securities exchange in the
United States or the Financial Industry Regulatory Authority, or a participant
in the Securities Transfer Agents Medallion (STAMP) Program;


 


“Exchange Rate”
means, on any date for determination, the rate at which Canadian dollars may be
exchanged into United States dollars calculated using the Bank of Canada noon
exchange rate and in the event that such rate is not quoted or published by the
Bank of Canada, the Exchange Rate shall be determined by reference to such
other publicly available service for displaying exchange rates as may be
determined by the Corporation;


 


“Exercise Date”,
with respect to any Warrant, means the date during the Exercise Period on which
such Warrant is surrendered for exercise in accordance with the provisions of Article 4;


 


“Exercise Period”
means the period beginning on the date hereof and ending at the Expiry Time;


 


“Exercise Price”
means $47.25
per Common Share, unless such price shall have been adjusted in accordance with
the provisions of Article 3, in which case it shall mean the adjusted
price in effect at such time;


 


“Expiry Date”
means December 2,
2013;


 


“Expiry Time”
means 4:30 p.m. (Toronto time) on the Expiry Date;


 


“extraordinary resolution”
has the meaning set out in Section 7.11;


 


“NYSE” means the
New York Stock Exchange;


 


“person” means
an individual, partnership, corporation, trust, unincorporated association,
joint venture, governmental agency or other entity;


 


“Regulation S”
means Regulation S under the U.S. Securities Act;


 


“Shareholder” means
a holder of record on the books of the Corporation of one or more Common
Shares;


 


“Shareholders’ Equity”
means the aggregate of all classes of share capital, other paid-in-capital,
retained earnings/deficit and any and all surplus accounts and reserves as
shown on the audited financial statements of the Corporation for the most
recently ended fiscal year;


 


“successor” has
the meaning set out in Section 8.3;


 


3

















 


“Trading Day”
means any day on which trading occurs on the NYSE (or such other exchange or
market provided for in the definition of “Current Market Price”), and at least
one trade of at least one round lot of Common Shares occurs on such day;


 


“Trustee” means Computershare
Trust Company of Canada, a corporation organized under the
laws of Canada, or its successors for the time being in the trusts hereby
created;


 


“TSX” means the
Toronto Stock Exchange;


 


“U.S. Warrant”
means a Warrant issued by the Corporation pursuant to a subscription agreement
for United States subscribers of units dated December 3, 2008, (a “U.S.
Subscription Agreement”) that is held by either the person party to the U.S.
Subscription Agreement under which such Warrant was issued (an “Initial U.S.
Holder”) or a person who subsequently acquired the Warrant in a transaction in
the United States intended to be exempt from the registration requirements of
the U.S. Securities Act;


 


“U.S. Person”
has the meaning given to such term in Regulation S;


 


“U.S. Securities Act”
means the United States Securities Act of 1933, as amended;


 


“Underlying Securities”
means the Common Shares issuable upon exercise of the Warrants, including the
shares or other securities or property issuable upon the exercise of the
Warrants as a result of any adjustment of subscription rights pursuant to Article 3;


 


“United States”
has the meaning given to such term in Regulation S;


 


“Warrant Agency”
means the principal transfer office of the Trustee in Toronto or at any other
place that is designated by the Corporation with the approval of the Trustee;


 


“Warrant Certificates”
has the meaning set out in Section 2.1;


 


“Warrantholder”
or “holder” means a person whose name is
entered for the time being in the register maintained pursuant to Section 2.8(a) and,
for greater certainty, in respect of any action to be taken by a holder in
respect of his Warrants, means the holder or his executors, administrators or
other legal representatives or his or their attorney duly appointed by
instrument in writing in form, substance and execution satisfactory to the
Trustee with signatures guaranteed by an Eligible Institution;


 


“Warrantholders’ Request”
means an instrument signed in one or more counterparts by Warrantholders
holding in the aggregate not fewer than 10% of the then outstanding Warrants,
requesting the Trustee to take some action or proceeding specified therein;


 


“Warrants” has
the meaning ascribed to that term in the third recital and, for greater
certainty, shall entitle registered holders thereof upon exercise thereof and payment
of the Exercise Price to acquire Common Shares, or such other securities or
property calculated or otherwise determined pursuant to the provisions of Article 3
hereof; and


 


4

















 


“written order of the Corporation”,
“written request of the Corporation”, “written consent of the Corporation”, “certificate
of the Corporation” and any other document required to be signed by
the Corporation means, respectively, a written order, request, consent,
certificate or other document signed in the name of the Corporation by any one
officer of the Corporation, and may consist of one or more instruments so
executed.


 


1.2                                                                               Construction


 


In this Indenture, unless otherwise expressly stated or the context
otherwise requires:


 


(a)                                  the division of this Indenture into Articles and Sections, the
provision of a table of contents and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Indenture;


 


(b)                                 the terms, “this Indenture”, “herein”, “hereby”, “hereof” and “hereunder”
and similar expressions refer to this warrant indenture and not to any
particular Article, Section or other portion hereof and include any
agreement or instrument supplemental or ancillary hereto;


 


(c)                                  references to Articles, Sections and Schedules are to the specified
Articles or Sections of or Schedules to this Indenture;


 


(d)                                 words importing the singular include the plural and vice versa and
words importing any gender shall include the masculine, feminine and neutral
genders;


 


(e)                                  all references herein and in the Warrant Certificates to dollar
amounts are references to United States dollars; and


 


(f)                                    the words “includes” and “including”, when following any general
term or statement, are not to be construed as limiting the general term or
statement to the specific items or matters set forth or to similar items or
matters, but rather as referring to all other items or matters that could
reasonably fall within the broadest possible scope of the general term or
statement.


 


1.3                                                                               Business Day


 


In the event that any day on or before which any action is required or
permitted to be taken hereunder is not a Business Day, then such action shall
be required or permitted to be taken on or before the requisite time on the
next succeeding day that is a Business Day.


 


1.4                                                                               Time of the Essence


 


Time shall be of the essence in all respects in this Indenture and the
Warrants.


 


5

















 


1.5                                                                               Applicable Law


 


This Indenture and the Warrants shall be governed by and construed in
accordance with the laws of the Province of Ontario and shall be treated in all
respects as Ontario contracts.


 


1.6                                                                               Agent for Service; Submission to Jurisdiction; Waiver of Immunities


 


By the execution and delivery of this Indenture, the Corporation (i) acknowledges
that it has, by separate written instrument, irrevocably designated and
appointed Gerald D. Shepherd of Davies Ward Phillips & Vineberg LLP
(or any successor) (together with any successor, the “Agent for Service”), as
its authorized agent upon which process may be served in any suit or proceeding
arising out of or relating to this Indenture, the Warrants or the Underlying
Securities, that may be instituted in any federal or state court in the State
of New York, or brought under United States federal or state securities laws,
and acknowledges that the Agent for Service has accepted such designation, (ii) submits
to the jurisdiction of any such court in any such suit or proceeding, and (iii) agrees
that service of process upon the Agent for Service (or any successor) and
written notice of said service to the Corporation (mailed or delivered to its
Chief Financial Officer at its principal office in Toronto, Ontario, Canada),
shall be deemed in every respect effective service of process upon the
Corporation in any such suit or proceeding. 
The Corporation further agrees to take any and all action, including the
execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of the Agent for Service
in full force and effect so long as any of the Warrants shall be outstanding.


 


To the extent that the Corporation has or hereafter may acquire any
immunity from the jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, it
hereby irrevocably waives such immunity in respect of its obligations under the
above-referenced documents, to the extent permitted by law.


 


1.7                                                                               Severability


 


If any term or other provision of this Indenture or the Warrants are
invalid, illegal or incapable of being enforced by any rule of law or
public policy, all other conditions and provisions of this Indenture or the
Warrants shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to either of the Corporation or the
Warrantholders.


 


1.8                                                                               Currency


 


All references to currency herein are to United States dollars unless
otherwise indicated.


 


6

















 


ARTICLE 2 


ISSUE OF WARRANTS


 


2.1                                                                               Issued Warrants


 


A maximum of 8,600,000 whole Warrants
entitling the holders thereof to acquire a maximum of 8,600,000
Common Shares, or such other kind and amount of Underlying Securities as may be
determined pursuant to the provisions of Article 3, are governed by the
terms and conditions herein set forth. 
Amended certificates evidencing the Warrants (“Warrant Certificates”)
shall be executed by the Corporation and certified by or on behalf of the
Trustee in accordance with Sections 2.3 and 2.4 upon the written order of the Corporation
and delivered to the Holder in place of and upon cancellation of the original
certificates delivered to the Holder on December 3, 2008.


 


2.2                                                                               Form and Terms of Warrants


 


(a)                                  The Warrant Certificates shall be in registered form substantially
in the form set out in Schedule A hereto with, subject to the provisions of
this Indenture, such additions, variations or omissions as may from time to
time be agreed upon between the Corporation and the Trustee, shall be dated as
of December 3, 2008 (regardless of their actual date of issue), and shall
have such distinguishing letters and numbers as the Corporation may, with the
approval of the Trustee, prescribe.


 


(b)                                 Each Warrant shall entitle the holder thereof to acquire (subject to
Section 3.1), for the Exercise Price, one Common Share, or such other kind
and amount of Underlying Securities or property as may be determined pursuant
to the provisions of Article 3 in accordance with the provisions of this
Indenture.


 


(c)                                  Fractional Warrants or scrips representing fractional shares shall
not be issued or otherwise provided for.


 


(d)                                 Any legends to be typed onto the Warrant Certificates or
certificates representing Underlying Securities shall be typed thereon in
accordance with the provisions of this Indenture upon the written direction of
the Corporation.  The Trustee and the
Corporation have no duty to ensure that the Warrantholders comply with the
provisions of any such legend.


 


(e)                                  Warrants may not be sold or otherwise transferred except under
circumstances that will not result in a violation of the U.S. Securities Act,
any applicable state securities laws or Canadian Securities Laws.  Warrants may be offered, sold or otherwise
transferred only:  (A) to the
Corporation; (B) outside the United States in accordance with Regulation S
under the U.S. Securities Act; (C) in compliance with (i) the
exemption from registration provided by Rule 144 under the U.S. Securities
Act, if available or (ii) in another transaction that does not required
registration under the U.S. Securities Act or (D) pursuant to an effective
registration statement under the U.S. Securities Act and, in each case, in
compliance with any applicable securities laws of any state in the United
States or any other jurisdiction.  In the
case of a proposed transfer of a U.S. Warrant bearing the legend restricting
transfer thereof as provided in this section 2.2(e) 


 


7

















 


(the “U.S.
restrictive legend”) pursuant to (B) above, the U.S. Warrant holder must
provide a declaration to the Trustee in such form as set forth in Annex B and,
if required by the Trustee, an opinion of counsel, of recognized standing
reasonably satisfactory to the Corporation, to the effect that the proposed
transfer may be effected without registration under the U.S. Securities Act,
and, in the case of a proposed transfer of a U.S. Warrant bearing the U.S.
restrictive legend pursuant to (C)(i) or (ii) above, a Warrant holder
must provide an opinion of counsel of recognized standing, or other evidence,
in each case reasonably satisfactory to the Corporation, to the effect that the
proposed transfer may be effected without registration under the U.S.
Securities Act.


 


All Warrant
Certificates evidencing U.S. Warrants shall, and the Trustee is hereby directed
to, have typed thereon the following legend:


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF AGNICO-EAGLE MINES
LIMITED (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B) OUTSIDE
THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES
ACT, (C) IN ACCORDANCE WITH (1) RULE 144 UNDER THE U.S. SECURITIES
ACT (IF AVAILABLE) OR (2) ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT OR (D) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR THE APPLICABLE LAWS OF
ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) (1) OR
(2) ABOVE, A LEGAL OPINION OR OTHER EVIDENCE SATISFACTORY TO THE
CORPORATION MAY BE REQUIRED BY THE CORPORATION.


 


THIS WARRANT MAY NOT BE EXERCISED UNLESS THE
SECURITIES ISSUABLE UPON EXERCISE HAVE BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT AND APPLICABLE U.S. STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.


 


8

















 


and each such certificate, as well as all
certificates issued in exchange for or in substitution of the foregoing
securities, shall bear both the foregoing legend and the following additional
legend:


 


DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
“GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.  IF THESE SECURITIES ARE BEING SOLD IN
COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE,
BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE
OBTAINED FROM THE TRUSTEE UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
DECLARATION, IN A FORM SATISFACTORY TO THE TRUSTEE AND THE CORPORATION,
AND SUCH OTHER DOCUMENTATION AS MAY BE REQUIRED BY THE TRUSTEE AND THE
CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY
IS BEING MADE IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT;


 


provided, that if any such securities are
being sold in compliance with the requirements of Rule 904 of Regulation S
under the U.S. Securities Act and applicable Canadian securities laws and
regulations, the legend may be removed by providing a declaration to the
Trustee, to the following effect (or as the Corporation may prescribe from time
to time):


 


“The undersigned (A) acknowledges that the sale
of the securities to which this declaration relates is being made in reliance
on Rule 904 of Regulation S under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), and (B) certifies that (1) it is
not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act)
of Agnico-Eagle Mines Limited; (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy
order was originated, the buyer was outside the United States, or the seller
and any person acting on its behalf reasonably believed that the buyer was
outside the United States or (b) the transaction was executed on or
through the facilities of the Toronto Stock Exchange and neither the seller nor
any person acting on its behalf knows that the transaction has been prearranged
with a buyer in the United States; (3) neither the seller nor any person
acting on its behalf has engaged or will engage in any “directed selling
efforts” in connection with the offer and sale of such securities; (4) the
sale is bona fide and not for the purpose of “washing
off” the resale restrictions imposed because the securities are “restricted
securities” (as that term is defined in Rule 144(a)(3) under the U.S.
Securities Act); (5) the seller does not 


 


9

















 


intend to replace the securities sold in reliance on Rule 904
of Regulation S under the U.S. Securities Act with fungible unrestricted
securities; and (6) the contemplated sale is not a transaction, or part of
a series of transactions which, although in technical compliance with
Regulation S under the U.S. Securities Act, is part of a plan or scheme to
evade the registration provisions of the U.S. Securities Act.  Terms used herein have the meanings given to them
by Regulation S under the U.S. Securities Act.”


 


and provided, further, that, if any such
securities are being sold pursuant to Rule 144 of the U.S. Securities Act
or a transaction that does not require registration under the U.S. Securities
Act or applicable state securities laws, the U.S. restrictive legend may be
removed by delivery to the Trustee of an opinion of counsel, of recognized
standing reasonably satisfactory to the Corporation, to the effect that such
legend is no longer required under applicable requirements of the U.S. Securities
Act or state securities laws; and provided, further, that at such time as the
U.S. restrictive legend is no longer required under the U.S. Securities Act,
such legend may be removed by delivery to the Corporation or the Trustee (with
notice to the Corporation) of such legal opinion, certificates of
representation and other documents as may be reasonably requested by the
Corporation, provided that any Warrant from which the U.S. restrictive legend
has been removed pursuant to this section 2.2(e) shall bear the legend set
forth in section 2.2(f).


 


(f)                                    Except as otherwise provided in section 2.2(e), all Warrant
Certificates shall, and the Trustee is hereby directed to, have typed thereon
the following legend:


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY UNITED
STATES STATE SECURITIES LAWS.  THIS
WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR
BENEFIT OF, ANY U.S. PERSON OR ANY PERSON IN THE UNITED STATES UNLESS THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.  “UNITED STATES” AND “U.S. PERSON” ARE AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.


 


2.3                                                                               Signing of Warrant Certificates


 


The Warrant Certificates shall be signed by any officer of the
Corporation, and may but need not be under the corporate seal of the
Corporation or a reproduction thereof. 
The


 


10














 


signature
of such officer may be mechanically reproduced in facsimile and Warrant
Certificates bearing such facsimile signatures shall be binding upon the
Corporation as if they had been manually signed by such officer.  Notwithstanding that the person whose manual
or facsimile signature appears on any Warrant Certificate as such officer may
no longer hold office at the date of issue of such Warrant Certificate or at
the date of certification or delivery thereof, any Warrant Certificate signed
as aforesaid shall, subject to Section 2.4, be valid and binding upon the
Corporation and the registered holder thereof shall be entitled to the benefits
of this Indenture.


 


2.4                          Certification by the
Trustee


 


(a)           No Warrant Certificate shall
be issued or, if issued, shall be valid for any purpose or entitle the
registered holder to the benefit hereof or thereof until it has been certified
by manual signature by or on behalf of the Trustee in the form of the
certificate set out in Schedule A and such certification by the Trustee upon
any Warrant Certificate shall be conclusive evidence as against the Corporation
that the Warrant Certificate so certified has been duly issued hereunder and
the holder is entitled to the benefits hereof.


 


(b)           The certification of the
Trustee on Warrant Certificates issued hereunder shall not be construed as a
representation or warranty by the Trustee as to the validity of this Indenture
or the Warrants (except the due certification thereof) and the Trustee shall in
no respect be liable or answerable for the use made of the Warrants or any of
them or of the consideration therefor except as otherwise specified herein.


 


2.5                          Warrantholder Not a
Shareholder, Etc.


 


The holding of
a Warrant shall not be construed as conferring upon a Warrantholder any right
or interest whatsoever as a Shareholder nor entitle the holder to any right or
interest in respect thereof (including the right to vote at, to receive notice
of or to attend meetings of Shareholders or any other proceedings of the
Corporation, and any right to receive dividends or other distributions) except
as expressly provided herein or in the Warrants.


 


2.6                          Issue in Substitution for
Lost Warrant Certificates


 


(a)           In the case where any of the
Warrant Certificates shall become mutilated or be lost, destroyed or stolen,
the Corporation, subject to applicable law and Section 2.6(b), shall issue
and thereupon the Trustee shall certify and deliver a new Warrant Certificate
of like tenor as the one mutilated, lost, destroyed or stolen in exchange for
and in place of and upon cancellation of such mutilated certificate, or in lieu
of and in substitution for such lost, destroyed or stolen certificate, and the
substituted certificate shall be in a form approved by the Trustee and shall be
entitled to the benefits hereof and shall rank equally in accordance with its
terms with all other Warrant Certificates issued or to be issued hereunder.


 


(b)           The applicant for the issue
of a new certificate pursuant to this Section 2.6 shall bear the cost of
the issue thereof and in case of loss, destruction or theft shall, as a
condition precedent to the issue thereof, furnish to the Corporation and to the
Trustee such evidence of 


 


11

















 


ownership and of the loss, destruction or theft of the certificate so
lost, destroyed or stolen as shall be satisfactory to the Corporation and to
the Trustee in their sole discretion, and such applicant may also be required
to furnish an indemnity or security in amount and form satisfactory to the
Corporation and the Trustee in their sole discretion and shall pay the
reasonable charges of the Corporation and the Trustee in connection therewith.


 


2.7                          Warrants to Rank Pari Passu


 


All Warrants
shall rank pari passu with all other warrants of
the Corporation issued on December 3, 2008, whatever may be the actual
date of issue of the Warrant Certificates evidencing same.


 


2.8                          Registers for Warrants


 


(a)           The Corporation shall cause
to be kept by the Trustee at its principal transfer office in the City of
Toronto (i) a register of holders of Warrants in which shall be entered
the names and addresses of the holders of the Warrants and of the number of
Warrants held by them and (ii) a register of transfers of Warrants in
which shall be entered the date and other particulars of each transfer of
Warrants.


 


(b)           No transfer of a Warrant
shall be valid unless made by:


 


(i)    the holder or his executors,
administrators or other legal representatives or his or their attorney duly
appointed by an instrument in writing in form and execution satisfactory to the
Trustee with signatures guaranteed by an Eligible Institution; or


 


(ii)   the liquidator of, or a
trustee in bankruptcy for, a Warrantholder,


 


and upon compliance with such reasonable requirements as the Trustee
and the Corporation may prescribe (including the requirement to provide
evidence of satisfactory compliance with applicable securities laws) and
recorded on the register of transfers maintained by the Trustee pursuant to Section 2.8(a),
nor until all stamp taxes or governmental or other charges arising by reason of
such transfer have been paid by the Warrantholder.  Subject to the Trustee complying with the
provisions of this Indenture, the Trustee is entitled to assume compliance with
all applicable securities laws unless otherwise notified in writing by the
Corporation.  Prior to effecting any
transfer, the Trustee shall notify the Corporation of such transfer.


 


2.9                          Transferee Entitled to
Registration


 


The transferee
of a Warrant shall, after the transfer form printed on the Warrant Certificate
or any other form of transfer acceptable to the Trustee is duly completed and
the Warrant Certificate is lodged with the Trustee at the Warrant Agency and
upon compliance with all other conditions in that regard required by this
Indenture or by law, be entitled to have his name entered on the register of
holders as the owner of such Warrant free from all equities or rights of
set-off or counterclaim between the Corporation and the transferor or any
previous 


 


12

















 


holder
of such Warrant, save in respect of equities of which the Corporation or the
transferee is required to take notice by statute or by order of a court of
competent jurisdiction.


 


2.10                        Registers Open for Inspection


 


The registers
referred to in Section 2.8 shall be open at all reasonable times for
inspection by the Corporation, the Trustee or any Warrantholder.  The Trustee shall, from time to time when
requested to do so by the Corporation, furnish the Corporation with a list of
the names and addresses of holders of Warrants entered in the register of
holders kept by the Trustee and showing the number of Warrants held by each
such holder.


 


2.11                        Exchange of Warrants


 


(a)           Warrant Certificates may,
upon compliance with the reasonable requirements of the Trustee, be exchanged
for Warrant Certificates in any other authorized denomination representing in
the aggregate the same number of Warrants. 
The Corporation shall sign and the Trustee shall certify, in accordance
with Sections 2.3 and 2.4, all Warrant Certificates necessary to carry out the
exchanges contemplated herein.


 


(b)           Warrant Certificates may be
exchanged only at the Warrant Agency. 
Any Warrant Certificates tendered for exchange shall be surrendered to the
Trustee and cancelled.


 


(c)           No charge will be levied by
the Corporation or the Trustee upon a presenter of a Warrant Certificate
pursuant to this Indenture for the transfer of any Warrant or for the exchange
of any Warrant Certificate, and reimbursement of the Trustee or the Corporation
for any and all taxes or governmental or other charges required to be paid
shall be made by the person requesting such exchange as a condition precedent
to such exchange.


 


2.12                        Ownership of Warrants


 


The
Corporation and the Trustee shall deem and treat the registered holder of any
Warrant Certificate as the absolute owner of the Warrant represented thereby
for all purposes, and the Corporation and the Trustee shall not be affected by
any notice or knowledge to the contrary except where the Corporation or the
Trustee is required to take notice by statute or by order of a court of
competent jurisdiction. A Warrantholder shall be entitled to the rights
evidenced by such Warrant free from all equities or rights of set-off or counterclaim
between the Corporation and the original or any intermediate holder thereof and
all persons may act accordingly and the receipt by any such Warrantholder of
Underlying Securities pursuant thereto shall be a good discharge to the
Corporation and the Trustee for the same and neither the Corporation nor the
Trustee shall be bound to inquire into the title of any such holder except
where the Corporation or the Trustee is required to take notice by statute or
by order of a court of competent jurisdiction.


 


13

















 


ARTICLE
3


ADJUSTMENTS


 


3.1                          Adjustment of Exercise
Rights


 


The Exercise
Price per Common Share and the number of Common Shares which may be subscribed
for upon exercise of a Warrant shall be subject to adjustment from time to time
upon the occurrence of any of the events and in the manner provided as follows:


 


(a)           If and whenever at any time
prior to the Expiry Time, the Corporation shall:


 


(i)    declare a dividend or make a
distribution on or in respect of the Common Shares that is payable in
additional Common Shares or securities exchangeable or convertible into Common
Shares without payment of additional consideration such that additional Common
Shares or securities exchangeable or convertible into Common Shares without
payment of additional consideration, are issued to the shareholders of the
Corporation in proportion to their respective ownership of Common Shares;


 


(ii)   subdivide, consolidate or
otherwise change the Common Shares then outstanding into a different number of
Common Shares;


 


(any of such events being herein referred to as a “Share Reorganization”),
the Exercise Price shall be adjusted effective immediately after the record
date established for purposes of the Share Reorganization by multiplying the
Exercise Price in effect immediately prior to such record date by a fraction,
the numerator of which shall be the number of Common Shares outstanding
immediately before giving effect to such Share Reorganization and the
denominator of which shall be the number of Common Shares outstanding
immediately after giving effect to such Share Reorganization (including, in the
case where securities exchangeable for or convertible into Common Shares
without payment of additional consideration are distributed, the number of
Common Shares that would have been outstanding had such securities been
exchanged for or converted into Common Shares on such record date, assuming in
the case where such securities are not then exchangeable for or convertible
into Common Shares without payment of additional consideration but subsequently
become so, that they were convertible or exchangeable on the record date on the
basis upon which they first become convertible or exchangeable).


 


(b)           If and whenever
at any time prior to the Expiry Time, the Corporation shall fix a record date
for the issue of rights, options or warrants to all or substantially all of the
holders of Common Shares under which such holders are entitled, during a period
expiring not more than 45 days after the record date for such issue (the “Rights
Period”), to subscribe for or purchase Common Shares or securities exchangeable
for or convertible into Common Shares without payment of additional
consideration at a price per Common Share that is less than 95% of the 


 


14

















 


Current Market Price, on such record date (any such
event being herein referred to as a “Rights Offering”), the Exercise Price
shall be adjusted effective immediately after the expiry of the Rights Period
to a price determined by multiplying the Exercise Price in effect immediately
prior to such expiry time by a fraction:


 


(i)    the numerator of which shall
be the aggregate of:


 


(A)          the number of
Common Shares outstanding as of the record date for the Rights Offering; and


 


(B)           a number
determined by dividing (A) either the product of (i) the number of
Common Shares issued during the Rights Period upon exercise of the rights,
warrants or options under the Rights Offering and (ii) the price at which
such Common Shares are issued, or, as the case may be, the product of (iii) the
number of Common Shares for or into which the convertible or exchangeable
securities issued during the Rights Period upon exercise of the rights,
warrants or options under the Rights Offering are exchangeable or convertible
and (iv) the exchange or conversion price of the convertible or
exchangeable securities so issued, by (B) the Current Market Price per
Common Share as of the record date for the Rights Offering; and


 


(ii)   the denominator of which
shall be the number of Common Shares outstanding after giving effect to the
Rights Offering, including the number of Common Shares actually issued or
subscribed for during the Rights Period upon exercise of the rights, warrants
or options issued under the Rights Offering;


 


provided that no adjustment shall be made
if the result thereof would be to increase the Exercise Price in effect
immediately prior to such record date. 
For the purposes of this Section 3.1(b), the price at which the Common
Shares or other securities are issued or subscribed for pursuant to the
exercise of the rights, warrants or options under the Rights Offering shall
include any consideration paid or payable to the Corporation to acquire, and
upon the exercise of, such rights, warrants or options, under the Rights
Offering.


 


In the event that the Warrantholder
exercises its right to purchase Underlying Securities hereunder during the
period beginning immediately after the record date for a Rights Offering and
ending on the last day of the Rights Period, the Warrantholder shall, in
addition to the Underlying Securities to which the Warrantholder would
otherwise be entitled upon such exercise in accordance with the Warrant without
regard to any adjustment pursuant to this Section 3.1(b), be entitled to
that number of additional Underlying Securities equal to the result obtained
when (i) the amount, if any, by which (A) the Exercise Price in
effect 


 


15

















 


immediately prior to the end of such Rights
Offering, exceeds (B) the Exercise Price as adjusted for such Rights
Offering pursuant to this Section 3.1(b), is multiplied by (ii) the
number of Underlying Securities purchased upon exercise of the Warrant during
such period, and the resulting product is divided by the Exercise Price as
adjusted for such Rights Offering pursuant to this Section 3.1(b).  Such additional Underlying Securities shall
be deemed to have been issued to the Warrantholder immediately following the
end of the Rights Period and a certificate for such additional Underlying
Securities shall be delivered to the Warrantholder within 10 days following the
end of the Rights Period.


 


(c)           If and whenever
at any time prior to the Expiry Time, the Corporation shall fix a record date
for the issue or distribution to all or substantially all of the holders of
Common Shares of (i) securities of the Corporation, including rights,
options or warrants to purchase any securities of the Corporation, (ii) evidences
of the Corporation’s indebtedness, (iii) any property or assets (including
cash or shares of any other corporation but excluding any dividends paid on a
quarterly or other periodic basis in accordance with a dividend policy
established from time to time by the board of directors of the Corporation),
and if such issuance or distribution does not constitute a Share Reorganization
or a Rights Offering (any of such non-excluded events being herein referred to
as a “Special Distribution”), the Exercise Price shall be adjusted effective
immediately after such record date to a price determined by multiplying the
Exercise Price in effect on such record date by a fraction:


 


(i)    the numerator of which shall
be:


 


(A)          the product of
the number of Common Shares outstanding on such record date and the Current
Market Price on such record date, less


 


(B)           the fair market
value, as determined in good faith by the action of the directors (whose
determination shall be conclusive), subject to the approval of the Toronto
Stock Exchange, if required, of such securities, property, evidence of
indebtedness or other assets so issued or distributed by way of Special
Distribution, less the fair market value, as determined in good faith by action
of the directors (whose determination shall be conclusive), of the
consideration, if any, received therefor by the Corporation and


 


(ii)   the denominator of which
shall be the number of Common Shares outstanding on such record date multiplied
by the Current Market Price on such record date;


 


provided that no such adjustment shall be
made if the result thereof would be to increase the Exercise Price in effect
immediately prior to such record date.


 


16

















 


(d)           If and whenever
at any time prior to the Expiry Time, there shall be a reorganization,
reclassification or other change of Common Shares outstanding at such time or
change or exchange of Common Shares into or for other securities (other than a
Share Reorganization), or a consolidation, amalgamation, arrangement or merger
of the Corporation with or into any other corporation or other entity (other
than a consolidation, amalgamation, arrangement or merger which does not result
in any reclassification of the outstanding Common Shares or change or exchange
of the Common Shares), or the exchange of Common Shares for other shares or
other securities or property, including cash, pursuant to the exercise of a
statutory compulsory acquisition right, or a sale, conveyance or transfer
(other than to a subsidiary of the Corporation) of the undertaking or assets of
the Corporation as an entirety or substantially as an entirety to another
corporation or other entity or the completion of a take-over bid (as such term
is defined under the Securities Act
(Ontario) (the “OSA”)) resulting in the offeror, together with any persons
acting jointly or in concert with the offeror, holding at least two-thirds of
the then outstanding Common Shares (determined on a fully diluted basis) in
which the holders of Common Shares are entitled to receive shares, other
securities or property, including cash (any of such events being herein
referred to as a “Capital Reorganization”), the number of Underlying Securities
shall, at the time of the exercise hereof, be appropriately adjusted, and the
Warrantholder, upon exercising the Warrant after the effective date of such
Capital Reorganization, will be entitled to receive in lieu of the number of
Underlying Securities to which such Warrantholder was theretofore entitled upon
such exercise, the aggregate number of Underlying Securities or other
securities or property that the Warrantholder would have been entitled to
receive as a result of such Capital Reorganization if, on the effective date
thereof the Warrantholder had been the registered holder of the number of
Underlying Securities to which the Warrantholder was theretofore entitled,
provided that where the holders of Common Shares are entitled to receive, or to
elect to receive, payment entirely in cash, the Warrantholder shall be required
to surrender or exercise the Warrant and shall be entitled to receive, upon
surrender or exercise thereof, payment on a equal basis with holders of Common
Shares as if the Warrant had been exercised immediately prior to such Capital
Reorganization less the aggregate Exercise Price thereof (provided that, if the
amount of such payment is zero or negative, no payment shall be made), and upon
completion of such Capital Reorganization the rights of the Warrantholder of
the Warrant shall terminate and cease (except for the right to receive the
payment, if any, contemplated in this Section 3.1(d) and the Warrant
shall expire (without regard, in all cases, to whether or not the Warrantholder
has exercised the Warrant).  The
Warrantholder shall have no right to vote in respect of any Capital
Reorganization in its capacity as Warrant holder.


 


(e)           If and whenever
at any time prior to the Expiry Time, there is an adjustment in the Exercise
Price pursuant to the provisions of Sections 3.1(a), (b), or (c), the number of
Common Shares purchasable upon the exercise of each Warrant (at the adjusted
Exercise Price) shall be adjusted contemporaneously with the adjustment 


 


17

















 


of the Exercise Price by multiplying the number of
Common Shares theretofore purchasable on the exercise hereof by a fraction, the
numerator of which shall be the Exercise Price in effect immediately prior to
such adjustment and the denominator of which shall be the Exercise Price
resulting from such adjustment.


 


3.2                          Adjustment Rules


 


The
adjustments provided for in Section 3.1 are cumulative and shall, in the
case of adjustments to the Exercise Price, be computed to the nearest one-tenth
of one cent and shall be made successively whenever an event referred to
therein shall occur, subject to the following rules and procedures:


 


(a)           No adjustments in
the Exercise Price shall be required unless such adjustment would affect the
Exercise Price by more than one percent and no adjustment shall be made in the
number of Common Shares which may be subscribed for upon exercise of the
Warrant unless it would require a change of at least 1/100th of a Common Share;
provided, however, that any adjustments which except for the provisions of this
Section 3.2(a) would otherwise have been required to be made shall be
carried forward and taken into account in any subsequent adjustment.


 


(b)           If a dispute
shall at any time arise with respect to adjustments provided for in Section 3.1,
such dispute shall be conclusively determined by the Corporation’s auditors or,
if they are unable or unwilling to act, by such other firm of independent
chartered accountants as may be selected by the Corporation and any such
determination shall be binding upon the Corporation and the holder.  Such auditors or accountants shall be
provided access to all necessary records of the Corporation.  In the event that any such determination is
made, the Corporation shall deliver a certificate to the holder signed by such
auditors or accountants describing such determination.


 


(c)           If the
Corporation shall set a record date to determine the holders of Common Shares
for the purpose of entitling them to receive any dividend or distribution or
any subscription or purchase rights and shall, thereafter and before the
distribution to such shareholders of any such dividend, distribution or
subscription or purchase rights, legally abandon its plan to pay or deliver
such dividend, distribution or subscription or purchase rights, no adjustment
in the Exercise Price or the number of Common Shares issuable upon the exercise
of the Warrant shall be required by reason of the setting of such record date.


 


(d)           In the absence of
a resolution of the board of directors of the Corporation fixing a record date
for a Share Reorganization, Rights Offering, Special Distribution or Capital
Reorganization, unless the context clearly otherwise requires, for all purposes
of the Warrant the record date therefor shall be deemed to be the date on which
the Share Reorganization, Rights Offering, Special Distribution or Capital
Reorganization, as the case may be, is effected.


 


18

















 


(e)           The adjustments
provided for in Section 3.1 are cumulative and such adjustments shall be
made successively whenever an event referred to therein shall occur, subject to
the provisions of Section 3.2.


 


3.3                          Postponement of
Subscription


 


In any case
where the application of Section 3.1 results in an increase in the number
of Common Shares issuable upon the exercise of the Warrants taking effect immediately
after the record date for a specific event, if any Warrant is exercised after
that record date and prior to completion of the event, the Corporation may
postpone the issuance to the holder of the Warrant of the Common Shares to
which such Warrantholder is entitled by reason of such adjustment but such
Common Shares shall be so issued and delivered to that holder upon completion
of that event, with the number of such Common Shares calculated on the basis of
the number of Common Shares on the date that the Warrant was adjusted for
completion of that event and the Corporation shall deliver to the person or
persons in whose name or names the Common Shares are to be issued an
appropriate instrument evidencing the right of such person or persons to receive
such Common Shares and the right to receive any dividends or other
distributions which, but for the provisions of this Section 3.3, such
person or persons would have been entitled to receive in respect of such Common
Shares from and after the date that the Warrant was exercised in respect
thereof.


 


3.4                          Notice of Adjustment of
Exercise Rights


 


(a)           At least 10 days prior to
the effective date or record date, as the case may be, of any event that
requires or that may require an adjustment in any of the exercise rights
pursuant to any of the Warrants, including the number of Underlying Securities
that may be acquired upon the exercise thereof, the Corporation shall:


 


(i)    file with the Trustee a
certificate of the Corporation specifying the particulars of such event and, if
determinable, the required adjustment and the computation of such adjustment;
and


 


(ii)   give notice to the
Warrantholders of the particulars of such event and, if determinable, the
required adjustment, in accordance with the provisions set out in Section 10.3.


 


(b)           In case any adjustment for
which a notice in Section 3.4(a) has been given is not then
determinable, the Corporation shall promptly after such adjustment is
determinable:


 


(i)    file a certificate of the
Corporation with the Trustee showing how such adjustment was computed; and


 


(ii)   give notice to the
Warrantholders of the adjustment, in accordance with the provisions set out in Section 10.3.


 


19

















 


(c)           The Trustee may act and rely
for all purposes upon any certificates and any other documents filed by the
Corporation pursuant to this Section 3.4.


 


3.5                          No Duty to Inquire


 


Except as
provided in Section 9.2, the Trustee shall not at any time be under any
duty or responsibility to any Warrantholder to determine whether any facts
exist which may require any adjustment contemplated by Sections 3.1 and 3.2, or
with respect to the nature or extent of any such adjustment when made, or with
respect to the method employed in making the same, but shall be entitled to
rely absolutely upon any adjustment calculation of the Corporation or the
Corporation’s auditors.


 


3.6                          Purchase of Warrants for
Cancellation


 


The
Corporation may, at any time and from time to time, purchase Warrants by
invitation for tender, in the market, by private contract or otherwise (which
shall include a purchase through an investment dealer or firm holding
membership on a Canadian stock exchange), on such terms as the Corporation may
determine and a holder of Warrants may accept. 
All Warrant Certificates in respect of Warrants purchased pursuant to
the provisions of this Section 3.6 shall be forthwith delivered to,
cancelled and, in due course, destroyed by the Trustee and shall not be
reissued. If required by the Corporation, the Trustee shall furnish the
Corporation with a certificate as to such destruction.


 


ARTICLE 4

EXERCISE OF WARRANTS


 


4.1                          Method of Exercise of
Warrants


 


(a)           During the Exercise Period
the holder of any Warrant may, subject to compliance with Section 4.6 of
this Indenture, exercise the right to purchase the Underlying Securities to
which such Warrant entitles the holder by surrendering the certificate
representing such Warrant to the Trustee at the Warrant Agency, with (i) a
duly completed and executed exercise form, including any required certificates
regarding compliance with United States securities laws, substantially in the
form set out in the Warrant Certificate, and (ii) a certified cheque, bank
draft or money order payable at par to the order of “Agnico-Eagle Mines Limited”
in the amount of the aggregate Exercise Price of the Underlying Securities
issuable on exercise of the holder’s Warrants. 
A Warrant Certificate with the duly completed and executed exercise form
shall be deemed to be surrendered only upon personal delivery thereof to, or if
sent by mail or other means of transmission upon actual receipt thereof by, the
Trustee at the Warrant Agency.  If the
holder subscribes for a lesser number of Underlying Securities than the
aggregate number of Underlying Securities purchasable pursuant to such holder’s
Warrant, the holder shall be entitled to receive a further Warrant Certificate
in respect of the Underlying Securities purchasable pursuant to such Warrant
but not subscribed for.


 


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(b)                                 Any exercise form
referred to in Section 4.1(a) shall be signed by the
Warrantholder.  If any of the Underlying
Securities subscribed for are to be issued to a person or persons other than
the Warrantholder, the signatures set out in the exercise form referred to in Section 4.1(a) shall
be guaranteed by an Eligible Institution, and the Warrantholder shall pay to
the Corporation or the Trustee all applicable transfer or similar taxes and the
Corporation shall not be required to issue or deliver certificates evidencing
Underlying Securities unless or until such Warrantholder shall have paid to the
Corporation or the Trustee on behalf of the Corporation the amount of such tax
or shall have established to the satisfaction of the Corporation that such tax has
been paid or that no tax is due.  The
exercise form attached to the Warrant Certificate shall be completed to specify
the person or persons in whose name or names the Underlying Securities to be
issued upon exercise are to be registered, such person or persons’ address or
addresses and the number of Underlying Securities to be issued to each person
if more than one is so specified.


 


4.2                                                                               Expiration of Warrants


 


(a)                                  If at the Expiry
Time the holder of a Warrant Certificate has not exercised his right to purchase
Underlying Securities during the Exercise Period in accordance with the
provisions of Section 4.1, the Warrants held by such Warrantholder shall
be deemed to have expired.  All rights
under such expired Warrant in respect of which the right of exercise and
purchase herein and therein provided for shall not theretofore have been
exercised shall wholly cease and terminate and such Warrant shall be void and
of no effect.


 


4.3                                                                               Effect of Exercise of Warrants


 


(a)                                  Upon compliance
by the Warrantholder with Section 4.1, the Underlying Securities
subscribed for shall be deemed to have been issued and the person to whom such
Underlying Securities are to be issued shall be deemed to have become the
holder of record of such Underlying Securities on the Exercise Date unless the
transfer registers of the Corporation for the Underlying Securities shall be
closed on such date, in which case the Underlying Securities subscribed for
shall be deemed to have been issued and such person shall be deemed to have
become the holder of record of such Underlying Securities on the date on which
such transfer registers are reopened.


 


(b)                                 Forthwith
following the exercise by a Warrantholder of Warrants in accordance with Section 4.1,
the Trustee shall deliver to the Corporation a notice setting out the
particulars of the Warrants exercised, the person in whose name the Underlying
Securities are to be issued and the address of such person.


 


(c)                                  Funds in an
amount equal to the aggregate Exercise Price of the Warrants exercised shall be
forwarded by the Trustee to the Corporation forthwith upon the exercise of the
Warrants.


 


(d)                                 Within three
Business Days of receipt of the notice referred to in Section 4.3(b), the
Corporation shall cause to be mailed to the person in whose name the Underlying
Securities so subscribed for are to be issued, as specified in the exercise
form completed on the Warrant, at 


 


21

















 


the address specified in such exercise form, or, if so specified in
such exercise form, cause to be delivered to such person at the office of the
Trustee where such Warrant was surrendered, a certificate or certificates for
the Underlying Securities to which the Warrantholder is entitled.


 


(e)                                  If at the time of
any exercise of the Warrants there are in effect trading restrictions on the
Underlying Securities pursuant to applicable securities laws, the Corporation
may, upon the advice of counsel, endorse any certificates representing the
Underlying Securities to such effect. 
The Trustee is entitled to assume compliance with all applicable
securities laws unless otherwise notified in writing by the Corporation.


 


4.4                                                                               Cancellation of Warrant Certificates


 


All Warrant Certificates surrendered to the
Trustee pursuant to Section 2.6, 2.9, 2.11 or 4.1 shall be cancelled by
the Trustee, and the Trustee shall record the cancellation of such Warrant
Certificates on the register of holders maintained by the Trustee pursuant to Section 2.8.  The Trustee shall, if required by the
Corporation, furnish the Corporation with a certificate identifying the Warrant
Certificates so cancelled and deemed to have been cancelled.  All Warrants represented by Warrant
Certificates that have been cancelled or have been deemed to have been
cancelled pursuant to this Section 4.4 shall be without further force or
effect whatsoever.


 


4.5                                                                               Fractions


 


(a)                                  Notwithstanding
anything herein contained, including any adjustment provided for in Article 3,
the Corporation shall not be required, upon the exercise of any Warrants, to
issue fractions of Underlying Securities or to distribute certificates which
evidence fractional Underlying Securities. 
If more than one Warrant shall be presented for exercise in full at the
same time by the same Warrantholder, the number of full Underlying Securities
shall be issuable upon the exercise thereof and shall be computed on the basis
of the aggregate number of Underlying Securities purchasable on exercise of the
Warrants so presented.


 


(b)                                 The Corporation
shall not be required to pay cash or other consideration to any Warrantholder
in lieu of fractional Underlying Securities.


 


4.6                                                                               Prohibition Against Exercise by U.S. Persons; Exception


 


(a)                                  The Warrants and
the Underlying Securities to be issued upon the exercise of Warrants have not
been and will not be registered under the U.S. Securities Act or the securities
laws of any state of the United States. 
The exercise rights attached to the Warrants may not be exercised by or
on behalf of any U.S. Person, by any person in the United States or by any person
for the account or benefit of a U.S. Person or a person in the United States
unless registered under the U.S. Securities Act and the securities laws of all
applicable states of the United States or an exemption from such registration
requirements is available.  Accordingly,
subject to Section 4.6(b), neither the Corporation nor the Trustee shall
be obligated to or will accept subscriptions for Underlying Securities pursuant
to the exercise of Warrants from any Warrantholder who does not certify that it
is not a U.S. Person, is not a person in the United 


 


22

















 


States and is not exercising such Warrants for the account or benefit
of a U.S. Person or a person in the United States.


 


(b)                                 Notwithstanding Section 4.6(a),
a Warrant may be exercised in the United States or by or on behalf of a U.S.
Person, a person in the United States or a person for the account or benefit of
a U.S. Person or a person in the United States, and Underlying Securities
issued upon exercise of any such Warrant may be delivered to an address in the
United States if (i) a U.S. Warrant is exercised by either an Initial U.S.
Holder, or the Warrant holder delivers a letter of representation in the form
of Schedule B to the Trustee, or (ii) the Warrant holder delivers to the
Trustee a written opinion of United States counsel reasonably acceptable to the
Corporation to the effect that either the Warrant and the Underlying Securities
have been registered under the U.S. Securities Act or that upon exercise of
this Warrant the Underlying Securities may be issued to the Warrant holder
without registration under the U.S. Securities Act and any applicable
securities laws of any state of the United States.


 


(c)                                  In no event shall
the Corporation or the Trustee accept or be obligated to accept subscriptions
for Common Shares pursuant to the exercise of Warrants from any Warrantholder
who does not provide the Corporation and the Trustee with such agreements and
documentation as the Corporation or the Trustee may reasonably request.


 


4.7                                                                               U.S. Legend


 


All certificates representing Underlying
Securities delivered upon exercise of Warrants by any person who is, or who the
Corporation or the Trustee has reasonable grounds to believe is, a U.S. Person,
a person in the United States or a person acting on behalf of or for the
account of a U.S. Person or a person in the United States, will have endorsed
thereon the legend set forth in paragraph (h) of Schedule B.  In determining whether a Warrantholder is, or
may reasonably be determined to be, a U.S. Person, a person in the United
States or a person acting on behalf or for the account of a U.S. Person or a
person in the United States, the Trustee will, in the absence of knowledge or
information to the contrary, be entitled to rely on the address of the person
provided to the Trustee.


 


ARTICLE 5 


COVENANTS


 


5.1                                                                               General Covenants


 


The Corporation covenants with the Trustee
that so long as any Warrants remain outstanding and able to be exercised:


 


(a)                                  It
will at all times maintain its corporate existence and carry on and conduct its
business in accordance with good business practice.


 


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(b)                                 It
will reserve and there will remain unissued out of its authorized capital a
sufficient number of Underlying Securities to satisfy the rights of
Warrantholders provided for herein.


 


(c)                                  It
will cause the Underlying Securities from time to time subscribed for pursuant
to the Warrants in the manner herein provided and the certificates representing
such Underlying Securities to be duly issued and delivered in accordance with
the Warrants and the terms hereof.


 


(d)                                 All
Underlying Securities that shall be issued upon the exercise as provided for
herein shall be issued as fully paid and non-assessable and the holders thereof
shall not be liable to the Corporation or its creditors in respect thereof.


 


(e)                                  It
shall use its reasonable best efforts to maintain the listing of the Common
Shares on the TSX and to ensure that the Common Shares issuable upon the
exercise of the Warrants will be listed and posted for trading on such exchange
simultaneously with or as soon as practicable following their issue.


 


(f)                                    It
shall use its reasonable best efforts to maintain the Corporation’s status as a
“reporting issuer” or equivalent not in default, and not be in default in any
material respect of the applicable requirements of, the applicable securities
laws of each of the provinces of Canada and the federal securities laws of the
United States.


 


(g)                                 It
will use its reasonable efforts to well and truly perform and carry out all the
acts or things to be done by it as provided in this Indenture.


 


(h)                                 It
will advise the Trustee and Warrantholders of any defaults with respect to this
Indenture.


 


5.2                                                                               Trustee’s Remuneration and Expenses


 


The Corporation covenants that it will pay
to the Trustee the fees agreed to by the Corporation and the Trustee from time
to time for its services hereunder and will pay or reimburse the Trustee upon
its request for all reasonable expenses and disbursements of the Trustee in the
administration or execution of the trusts hereby created (including the
reasonable compensation and the disbursements of its counsel and all other
advisers, experts, accountants and assistants not regularly in its employ) both
before any default hereunder and thereafter until all duties of the Trustee
hereunder shall be finally and fully performed, except any such expense or
disbursement in connection with or related to or required to be made as a
result of the negligence, wilful misconduct or bad faith of the Trustee.  Any amount due under this section and unpaid
30 days after request for such payment will bear interest from the expiration
of such period at a rate per annum equal to the then-current rate charged by
the Trustee, payable on demand.  This Section 5.2
shall survive the termination of this Indenture and the resignation or removal
of the Trustee.


 


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5.3                                                                               Performance of Covenants by Trustee


 


If the Corporation should fail to perform
any of its covenants contained in this Indenture and the Corporation has not
rectified such failure within 15 Business Days after receiving written notice
from the Trustee of such failure, the Trustee may notify the Warrantholders of
such failure on the part of the Corporation or may itself perform any of the
said covenants capable of being performed by it, but shall be under no
obligation to perform said covenants or to notify the Warrantholders of such
performance by it.  All reasonable sums
expended or disbursed by the Trustee in so doing shall be repayable as provided
in Section 5.3.  No such
performance, expenditure or disbursement by the Trustee shall be deemed to
relieve the Corporation of any default hereunder or of its continuing
obligations under the covenants herein contained.


 


ARTICLE 6 


ENFORCEMENT


 


6.1                                                                               Suits by Warrantholders


 


All or any of the rights conferred upon a
Warrantholder by the terms of the Warrants held by such Warrantholder and/or
this Indenture may be enforced by such Warrantholder by appropriate legal
proceedings, but subject to the rights that are hereby conferred upon the
Trustee and subject to Section 7.10. 
No Warrantholder shall have any right to institute any action, suit or
proceeding at law or in equity for the purpose of enforcing the execution of
any trust or power hereunder unless:  (i) the
Warrantholders by extraordinary resolution shall have made a request to the
Trustee and the Trustee shall have been afforded reasonable opportunity to proceed
to complete any action or suit for any such purpose whether or not on its own; (ii) the
Warrantholders or any of them shall have furnished to the Trustee, as requested
by the Trustee, sufficient funds or security and indemnity satisfactory to it
against costs, expenses and liabilities to be incurred therein or thereby; and (iii) the
Trustee shall have failed to act within a reasonable time or the Trustee shall
have failed to have actively pursued any such action, suit or proceeding.


 


6.2                                                                               Immunity of Shareholders, Etc.


 


The Trustee and, by the acceptance of the
Warrant Certificates, the Warrantholders, hereby waive and release any right,
cause of action or remedy now or hereafter existing in any jurisdiction against
any person in his capacity as an incorporator or any past, present or future
Shareholder or other securityholder, director, officer, employee or agent of
the Corporation for the creation and issue of the Underlying Securities
pursuant to any Warrant or on any covenant, agreement, representation or
warranty by the Corporation herein or contained in the Warrant Certificates.


 


25

















 


6.3                                                                               Limitation of Liability


 


The obligations of the Corporation
hereunder are not personally binding upon, nor shall resort hereunder be had
to, the directors or shareholders of the Corporation or any of the past,
present or future directors or shareholders of the Corporation or any of the
past, present or future officers, employees or agents of the Corporation, but
only the Corporation and its property shall be bound in respect hereof.


 


ARTICLE 7 


MEETINGS OF WARRANTHOLDERS


 


7.1                                                                               Right to Convene Meetings


 


The Trustee may at any time and from time
to time, and shall on receipt of a written request of the Corporation or of a
Warrantholders’ Request, convene a meeting of the Warrantholders provided that
the Trustee is indemnified and funded to its reasonable satisfaction by the
Corporation or by the Warrantholders signing such Warrantholders’ Request
against the costs, charges, expenses and liabilities that may be incurred in
connection with the calling and holding of such meeting.  If within 15 Business Days after the receipt
of a written request of the Corporation or a Warrantholders’ Request and
funding and indemnity given as aforesaid the Trustee fails to give the
requisite notice specified in Section 7.2 to convene a meeting, the
Corporation or such Warrantholders, as the case may be, may convene such
meeting.  Every such meeting shall be
held in the City of Toronto or at such other place as may be approved by the
Trustee.


 


7.2                                                                               Notice


 


At least 15 days’ prior notice of any
meeting of Warrantholders shall be given to the Warrantholders in the manner
provided for in Section 10.1 and a copy of such notice shall be delivered
to the Trustee unless the meeting has been called by it, and to the Corporation
unless the meeting has been called by it. 
Such notice shall state the time and place of the meeting, the general
nature of the business to be transacted and shall contain such information as
is reasonably necessary to enable the Warrantholders to make a reasoned
decision on the matter, but it shall not be necessary for any such notice to
set out the terms of any resolution to be proposed or any of the provisions of
this Article 7.  The notice
convening any such meeting may be signed by an appropriate officer of the
Trustee or of the Corporation or the person designated by such Warrantholders,
as the case may be.


 


7.3                                                                               Chair


 


The Trustee may nominate in writing an
individual to be chair of the meeting (the “Chair”) and if no individual is so
nominated, or if the individual so nominated is not present within 15 minutes
after the time fixed for the holding of the meeting, the Warrantholders present
in person or by proxy shall appoint an individual present to be Chair.


 


26

















 


7.4                                                                               Quorum


 


Subject to the provisions of Section 7.11,
at any meeting of the Warrantholders a quorum shall consist of Warrantholders
present in person or represented by proxy and holding at least 10% of all
Warrants then outstanding, provided that at least two persons entitled to vote
thereat (who may be proxies) are personally present.  If a quorum of the Warrantholders shall not
be present within one half-hour from the time fixed for holding any meeting,
the meeting, if summoned by the Warrantholders or on a Warrantholders’ Request,
shall be dissolved; but in any other case the meeting shall be adjourned to the
same day in the next week (unless such day is not a Business Day in which case
it shall be adjourned to the next following Business Day) at the same time and
place to the extent possible and, subject to the provisions of Section 7.11,
no notice of the adjournment need be given. 
Any business may be brought before or dealt with at an adjourned meeting
which might have been dealt with at the original meeting in accordance with the
notice calling the same.  At the
adjourned meeting the Warrantholders present in person or represented by proxy
shall form a quorum and may transact the business for which the meeting was
originally convened, notwithstanding that they may not be holding at least 10%
of all Warrants then unexercised and outstanding.  No business shall be transacted at any meeting
unless a quorum is present at the commencement of business.


 


7.5                                                                               Power to Adjourn


 


The Chair of any meeting at which a quorum
of the Warrantholders is present may, with the consent of the meeting, adjourn
any such meeting, and no notice of such adjournment need be given except such
notice, if any, as the meeting may prescribe.


 


7.6                                                                               Show of Hands


 


Every question submitted to a meeting shall
be decided in the first place by a majority of the votes given on a show of
hands except that votes on an extraordinary resolution shall be given in the manner
hereinafter provided.  At any such
meeting, unless a poll is duly demanded as herein provided, a declaration by
the Chair that a resolution has been carried or carried unanimously or by a
particular majority or lost or not carried by a particular majority shall be
conclusive evidence of the fact.


 


7.7                                                                               Poll and Voting


 


On every extraordinary resolution, and when
demanded by the Chair or by one or more of the Warrantholders acting in person
or by proxy on any other question submitted to a meeting and after a vote by
show of hands, a poll shall be taken in such manner as the Chair shall
direct.  Questions other than those
required to be determined by extraordinary resolution shall be decided by a
majority of the votes cast on a poll.  On
a show of hands, every person who is present and entitled to vote, whether as a
Warrantholder or as proxy for one or more absent Warrantholders, or both, shall
have one vote.  On a poll, each
Warrantholder present in person or represented by a proxy duly appointed by
instrument in writing shall be entitled to one vote in respect of each
outstanding Warrant then held by him or her. 
A proxyholder need not be a 


 


27

















 


Warrantholder.  The Chair of any meeting shall be entitled, both
on a show of hands and on a poll, to vote in respect of the Warrants, if any,
held or represented by him.


 


7.8                                                                               Regulations


 


Subject to the provisions of this
Indenture, the Trustee or the Corporation with the approval of the Trustee may
from time to time make and from time to time vary such regulations as it shall
consider necessary or appropriate:


 


(a)                                  for the deposit
of instruments appointing proxies at such place and time as the Trustee, the
Corporation or the Warrantholders convening the meeting, as the case may be,
may in the notice convening the meeting direct;


 


(b)                                 for the deposit
of instruments appointing proxies at some approved place other than the place
at which the meeting is to be held and enabling particulars of such instruments
appointing proxies to be mailed or faxed before the meeting to the Corporation
or to the Trustee at the place where the same is to be held and for the voting
of proxies so deposited as though the instruments themselves were produced at
the meeting;


 


(c)                                  for the form of
the instrument of proxy; and


 


(d)                                 generally for the
calling of meetings of Warrantholders and the conduct of business thereat.


 


Any regulations so made shall be binding
and effective and the votes given in accordance therewith shall be valid and
shall be counted.  Save as such
regulations may provide, the only persons who shall be recognized at any
meeting as a Warrantholder, or be entitled to vote or be present at the meeting
in respect thereof (subject to Section 7.9), shall be Warrantholders or
persons holding proxies of Warrantholders.


 


7.9                                                                               Corporation, Trustee and Counsel May Be Represented


 


The Corporation and the Trustee, by their
respective employees, directors and officers, and the counsel for each of the
Corporation, the Warrantholders and the Trustee may attend any meeting of the
Warrantholders and speak thereto but shall have no vote as such.


 


7.10                                                                        Powers Exercisable by Extraordinary Resolution


 


In addition to all other powers conferred
upon them by any other provisions of this Indenture or by law, the
Warrantholders at a meeting shall have the power, exercisable from time to time
by extraordinary resolution:


 


(a)                                  to agree with the
Corporation to any modification, alteration, compromise or arrangement of the
rights of Warrantholders and/or the Trustee in its capacity as trustee
hereunder, or on behalf of the Warrantholders against the Corporation
(including, without 


 


28

















 


limitation, an amendment to any date or deadline herein), whether such
rights arise under this Indenture or the Warrants or otherwise;


 


(b)                                 to amend or
repeal any extraordinary resolution previously passed or sanctioned by the
Warrantholders;


 


(c)                                  to direct or
authorize the Trustee, subject to receipt of funding and indemnity acceptable
to the Trustee, to enforce any of the covenants on the part of the Corporation
contained in this Indenture or the Warrants or to enforce any of the rights of
the Warrantholders in any manner specified in such extraordinary resolution or
to refrain from enforcing any such covenant or right;


 


(d)                                 to waive and
direct the Trustee to waive any default on the part of the Corporation in
complying with any provisions of this Indenture or the Warrants, either
unconditionally or upon any conditions specified in such extraordinary
resolution;


 


(e)                                  to restrain any
Warrantholder from taking or instituting any suit, action or proceeding against
the Corporation for the enforcement of any of the covenants on the part of the
Corporation contained in this Indenture or the Warrants or to enforce any of
the rights of the Warrantholders; and


 


(f)                                    to direct any
Warrantholder who, as such, has brought any suit, action or proceeding to stay
or discontinue or otherwise deal with any such suit, action or proceeding, upon
payment of the costs, charges and expenses reasonably and properly incurred by
such Warrantholder in connection therewith; provided, however, that the Trustee
shall not be bound by any extraordinary resolution varying the rights or
protections of the Trustee hereunder without its consent.


 


7.11                                                                        Meaning of Extraordinary Resolution


 


(a)                                  The expression “extraordinary
resolution” when used in this Indenture means, subject as hereinafter in this Section 7.11
and in Section 7.14 provided, a resolution proposed at a meeting of
Warrantholders duly convened for that purpose and held in accordance with this Article 7
at which there are present in person or represented by proxy Warrantholders
holding at least 25% of the then outstanding Warrants (at least 50% of the then
outstanding Warrants for the approval of any amendment to this Indenture which
would have the effect of increasing the Exercise Price, decreasing the number
of Underlying Securities issuable upon exercise of the Warrants or shortening
the Exercise Period of the Warrants) and passed by the affirmative votes of
Warrantholders holding not less than 662/3% of the then outstanding
Warrants represented at the meeting and voted on the poll upon such resolution.


 


(b)                                 If, at any
meeting called for the purpose of passing an extraordinary resolution,
Warrantholders holding at least 25% of the then outstanding Warrants are not
present in person or by proxy within one half-hour after the time appointed for
the meeting, then the meeting, if convened by Warrantholders or on a Warrantholders’
Request, shall be dissolved; but in any other case it shall stand adjourned to
such day, being not less than four or more than 20 Business 


 


29

















 


Days later, and to such place and time as may be appointed by the
Chair.  Not less than three Business Days’
prior notice shall be given of the time and place of such adjourned meeting in
the manner provided in Article 10. 
Such notice shall state that at the adjourned meeting the Warrantholders
present in person or represented by proxy shall form a quorum but it shall not
be necessary to set forth the purposes for which the meeting was originally
called or any other particulars.  At the
adjourned meeting the Warrantholders present in person or represented by proxy
shall form a quorum and may transact the business for which the meeting was
originally convened and a resolution proposed at such adjourned meeting and
passed by the requisite vote as provided in Section 7.11(a) shall be
an extraordinary resolution within the meaning of this Indenture
notwithstanding that Warrantholders holding at least 25% of the then
outstanding Warrants are not present in person or represented by proxy at such
adjourned meeting.


 


(c)                                  Votes on an
extraordinary resolution shall always be given on a poll and no demand for a
poll on an extraordinary resolution shall be necessary.


 


7.12                                                                        Powers Cumulative


 


It is hereby declared and agreed that any
one or more of the powers or any combination of the powers in this Indenture
stated to be exercisable by the Warrantholders by extraordinary resolution or
otherwise may be exercised from time to time and the exercise of any one or
more of such powers or any combination of powers from time to time shall not be
deemed to exhaust the right of the Warrantholders to exercise such powers or
combination of powers then or thereafter from time to time.


 


7.13                                                                        Minutes


 


Minutes of all resolutions and proceedings
at every meeting of Warrantholders shall be made and duly entered in books to
be from time to time provided for that purpose by the Trustee at the reasonable
expense of the Corporation, and any such minutes as aforesaid, if signed by the
Chair of the meeting at which such resolutions were passed or proceedings held,
or by the Chair of the next succeeding meeting of the Warrantholders, shall be prima facie evidence of the matters therein stated and,
until the contrary is proved, every such meeting in respect of the proceedings
of which minutes shall have been made shall be deemed to have been duly convened
and held, and all resolutions passed thereat or proceedings taken shall be
deemed to have been duly passed and taken.


 


7.14                                                                        Instruments in Writing


 


All actions that may be taken and all
powers that may be exercised by the Warrantholders at a meeting held as
provided in this Article 7 also may be taken and exercised by
Warrantholders holding, in case of such actions and powers not requiring an
extraordinary resolution, at least 51%, and, in the case of such actions and
powers requiring an extraordinary resolution, at least 66 2/3%, of the then outstanding Warrants by an instrument
in writing signed in one or more counterparts by such Warrantholders in person
or by attorney duly appointed in writing, and the expression “extraordinary
resolution” when used in this Indenture shall include an instrument so signed.


 


30














 


7.15                                                                        Binding Effect of Resolutions


 


Every resolution and every extraordinary resolution passed in
accordance with this Article 7 at a meeting of Warrantholders shall be
binding upon all the Warrantholders, whether present at or absent from such
meeting, and every instrument in writing signed by Warrantholders in accordance
with Section 7.14 shall be binding upon all the Warrantholders, whether
signatories thereto or not, and each and every Warrantholder and the Trustee
(subject to the provisions for indemnity herein contained) shall be bound to
give effect accordingly to every such resolution and instrument in
writing.  In the case of an instrument in
writing, the Trustee shall give notice in the manner contemplated in Section 10.1
of the effect of the instrument in writing to all Warrantholders and the
Corporation as soon as is reasonably practicable.


 


7.16                                                                        Holdings by the Corporation or Subsidiaries of the Corporation
Disregarded


 


In determining whether the requisite number of Warrantholders are
present at a meeting of Warrantholders for the purpose of determining a quorum
or have concurred in any consent, waiver, extraordinary resolution,
Warrantholders’ Request or other action under this Indenture, Warrants owned
legally or beneficially by the Corporation shall be disregarded.  The Corporation shall provide to the Trustee,
upon request, a certificate of the Corporation detailing the number of Warrants
owned legally or beneficially by the Corporation, together with the
registration particulars thereof.


 


ARTICLE 8


AMENDMENTS AND SUPPLEMENTAL INDENTURES


 


8.1                                                                               Amendments and Supplemental Indentures


 


From time to time the Corporation and the Trustee may, subject to the
provisions of this Indenture, and they shall, when so directed by this
Indenture, execute and deliver by their proper officers, amendments, indentures
or instruments supplemental hereto, which thereafter shall form part hereof,
for any one or more or all of the following purposes:


 


(a)                                  setting
forth adjustments required by the application of Article 3;


 


(b)                                 adding
to the provisions hereof such additional covenants and enforcement provisions
as in the opinion of counsel are necessary or advisable, provided that the same
are not in the opinion of the Trustee, relying to the extent appropriate on the
opinion of counsel, prejudicial to the interests of the Warrantholders as a
group;


 


(c)                                  giving
effect to any extraordinary resolution passed as provided in Article 7;


 


(d)                                 making
such provisions not inconsistent with this Indenture as may be necessary or desirable
with respect to matters or questions arising hereunder, provided that such
provisions are not, in the opinion of the Trustee, relying to the extent
appropriate on the opinion of counsel, prejudicial to the interests of the
Warrantholders as a group;


 


31

















 


(e)                                  adding
to or amending the provisions hereof in respect of the transfer of Warrants,
making provision for the exchange of Warrants, and making any modification in
the form of the Warrant Certificates that does not affect the substance
thereof; and


 


(f)                                    for
any other purpose not inconsistent with the terms of this Indenture, including
the correction or rectification of any ambiguities, defective or inconsistent
provisions, errors or omissions herein, provided that, in the opinion of the
Trustee, relying to the extent appropriate on the opinion of counsel, the
rights of the Trustee and of the Warrantholders as a group are not prejudiced
thereby and provided that the Trustee may in its sole discretion decline to
enter into any such supplemental indenture which may in its opinion not afford
adequate protection to the Trustee when the same shall become operative,


 


provided, however, that no amendment may be made to
this Indenture, by supplement or otherwise, without the prior written consent
of the TSX (to the extent required by the rules thereof).


 


8.2                                                                               Amendments and Supplemental


Indentures Requiring Extraordinary Resolution


 


If the Trustee, in its sole discretion, determines that a proposed
amendment or supplemental indenture is prejudicial to the interests of the
Warrantholders as a group, then such amendment or supplemental indenture may be
effected only by means of an extraordinary resolution, pursuant to Sections
7.10(a), 7.11 and 7.14 hereof.


 


8.3                                                                               Successor Corporations


 


In the case of the consolidation, amalgamation, arrangement, merger or
transfer of the undertaking or assets of the Corporation as an entirety or
substantially as an entirety to another person (a “successor”), forthwith
following the occurrence of such event, the successor resulting from such
consolidation, amalgamation, arrangement, merger or transfer (if not the
Corporation) shall expressly assume, by supplemental indenture satisfactory in
form to the Trustee and executed and delivered to the Trustee, the due and
punctual performance and observance of each and every covenant and condition of
this Indenture to be performed and observed by the Corporation.


 


ARTICLE 9


CONCERNING THE TRUSTEE


 


9.1                                                                               Trust Indenture Legislation


 


(a)                                  In
this Article, the term “Applicable Legislation” means the provisions, if any,
of the Business Corporations Act (Ontario) and
any other statute of the Province of Ontario or of Canada applicable therein
and of regulations under any such named or other statute relating to trust
indentures and/or to the rights, duties and obligations of trustees and of
corporations under 


 


32

















 


trust indentures, to the
extent that such provisions are at the time in force and applicable to this
Indenture.


 


(b)                                 If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with a mandatory requirement of Applicable Legislation, such
mandatory requirement shall prevail.


 


(c)                                  The
Corporation and the Trustee agree that each will at all times in relation to
this Indenture and any action to be taken hereunder observe and comply with and
be entitled to the benefit of Applicable Legislation.


 


9.2                                                                               Rights and Duties of Trustee


 


(a)                                  In
the exercise of the rights and duties prescribed or conferred by the terms of
this Indenture, the Trustee shall act honestly and in good faith with a view to
the best interests of the Warrantholders and shall exercise the degree of care,
diligence and skill that a reasonably prudent trustee would exercise in
comparable circumstances.  No provision
of this Indenture shall be construed to relieve the Trustee from, or require
any other person to indemnify the Trustee against, liability for its own
negligence, wilful misconduct or bad faith.


 


(b)                                 Subject
only to Section 9.2(a), the Trustee shall not be bound to do or take any
act, action or proceeding for the enforcement of any of the obligations of the
Corporation under this Indenture unless and until it shall have received a
Warrantholders’ Request specifying the act, action or proceeding that the
Trustee is requested to take.  The
obligation of the Trustee to commence or continue any act, action or proceeding
for the purpose of enforcing any rights of the Trustee or the Warrantholders
hereunder shall be conditional upon the Warrantholders furnishing, when
required by notice in writing by the Trustee, sufficient funds to commence or
continue such act, action or proceeding and an indemnity reasonably
satisfactory to the Trustee to protect and hold harmless the Trustee and its
officers, directors and employees against the costs, charges, expenses and
liabilities to be incurred thereby and any loss and damage it may suffer by
reason thereof.  None of the provisions
contained in this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers unless indemnified as
aforesaid.


 


(c)                                  The
Trustee may, before commencing or at any time during the continuance of any
such act, action or proceeding, require the Warrantholders, at whose instance
it is acting, to deposit with the Trustee the Warrants held by them, for which
Warrants the Trustee shall issue receipts.


 


(d)                                 Every
provision of this Indenture that by its terms relieves the Trustee of liability
or entitles it to rely upon any evidence submitted to it is subject to the
provisions of Applicable Legislation, of this Section 9.2 and of Section 9.3.


 


33

















 


9.3                                                                               Evidence, Experts and Advisers


 


(a)                                  In
addition to the reports, certificates, opinions and other evidence required by
this Indenture, the Corporation shall furnish to the Trustee such additional
evidence of compliance with any provision hereof in such form as may be
prescribed by Applicable Legislation, or as the Trustee may reasonably require
by written notice to the Corporation.


 


(b)                                 In
the exercise of its rights and duties hereunder, the Trustee may, if it is
acting in good faith, rely as to the truth of the statements and the accuracy
of the opinions expressed therein, upon statutory declarations, opinions,
reports, written requests, consents or orders of the Corporation, certificates
of the Corporation or other evidence furnished to the Trustee, provided that
such evidence complies with Applicable Legislation and the Trustee examines the
same and determines that such evidence complies with the applicable
requirements of this Indenture.


 


(c)                                  Whenever
Applicable Legislation requires that evidence referred to in Section 9.3(a) be
in the form of a statutory declaration, the Trustee may accept such statutory
declaration in lieu of a certificate of the Corporation required by any
provision hereof.  Any such statutory
declaration may be made by one or more officers of the Corporation.  The Trustee may act and rely and shall be
protected in acting and relying upon any resolution, certificate, direction,
instruction, statement, instrument, opinion, report, notice, request, consent,
order, letter, telegram, cablegram or other paper or document believed by it to
be genuine and to have been signed, sent or presented by or on behalf of the
proper party or parties.


 


(d)                                 Proof
of the execution of an instrument in writing, including a Warrantholders’
Request, by any Warrantholder may be made by the certificate of a notary
public, or other officer with similar powers, that the person signing such
instrument acknowledged to him or her the execution thereof, or by an affidavit
of a witness to such execution or in any other manner that the Trustee may
consider adequate.


 


(e)                                  The
Trustee may employ or retain such counsel, accountants or other experts or
advisers as it may reasonably require for the purpose of determining and
discharging its duties hereunder, may act or not act on and rely upon the
advice or opinions so obtained and may pay reasonable remuneration for all
services so performed by any of them (any such remuneration paid by the Trustee
to be repaid by the Corporation to the Trustee in accordance with Section 5.3),
without taxation of costs of any counsel, and the Trustee shall not be
responsible for any misconduct on the part of any of them.


 


9.4                                                                               Documents Held by Trustee


 


(a)                                  Any
securities, documents of title or other instruments that may at any time be
held by the Trustee subject to the trusts hereof may be placed in the deposit
vaults of the Trustee or of any Canadian chartered bank or trust company or
deposited for safekeeping with any such bank or trust company.


 


(b)                                 Unless
herein otherwise expressly provided, any money held pending the application or
withdrawal thereof under any provision of this Indenture may be deposited in
the 


 


34

















 


name of the Trustee in any
Schedule A Canadian chartered bank at the rate of interest then current on
similar deposits or, with the consent of the Corporation, may be:


 


(i)                  deposited
in the deposit department of the Trustee or of any other loan or trust
Corporation authorized to accept deposits under the laws of Canada or a
province thereof; or


 


(ii)               invested
in securities issued or guaranteed by the Government of Canada or a province
thereof or in obligations, maturing not more than one year from the date of
investment, of any Schedule A Canadian chartered bank.


 


(c)                                  All
interest or other income received by the Trustee in respect of deposits and
investments will belong to the Corporation.


 


9.5                                                                               Actions by Trustee to Protect Interests


 


The Trustee shall have the power to institute and to maintain such
actions and proceedings as it may consider necessary or expedient to preserve,
protect or enforce its interests and the interests of the Warrantholders.


 


9.6                                                                               Trustee Not Required to Give Security


 


The Trustee shall not be required to give any bond or security in respect
of the execution of the trusts and powers of this Indenture or otherwise.


 


9.7                                                                               Protection of Trustee


 


By way of supplement to the provisions of any law for the time being
relating to trustees, it is expressly declared and agreed as follows:


 


(a)                                  The Trustee
shall not be liable for or by reason of any statements of fact or recitals in
this Indenture or in the Warrants (except the representation contained in Section 9.9
or in the certificate of the Trustee on the Warrants) or be required to verify
the same, but all those statements and recitals are and shall be deemed to be
made by the Corporation.


 


(b)                                 Nothing
herein contained shall impose any obligation on the Trustee to see to or to
require evidence of the registration or filing (or renewal thereof) of this
Indenture or any instrument ancillary or supplemental hereto.


 


(c)                                  The
Trustee shall not be bound to give notice to any person of the execution
hereof.


 


(d)                                 The
Trustee shall not incur any liability or responsibility whatsoever or be in any
way responsible for the consequence of any breach on the part of the
Corporation of any of the covenants herein contained or of any acts of any
directors, officers, employees, agents or servants of the Corporation.


 


35

















 


(e)                                  The
Trustee shall incur no liability with respect to the delivery or non-delivery
of any certificate or certificates whether delivered by hand, mail or any other
means.


 


9.8                                                                               Replacement of Trustee


 


(a)                                  The
Trustee may resign its trust and be discharged from all further duties and
liabilities hereunder by giving to the Corporation not less than 45 days’ prior
notice in writing or such shorter prior notice as the Corporation may accept as
sufficient.  The Warrantholders by
extraordinary resolution shall have the power at any time to remove the
existing Trustee and to appoint a new trustee. 
In the event of the Trustee resigning or being removed as aforesaid or
being dissolved, becoming bankrupt, going into liquidation or otherwise
becoming incapable of acting hereunder, the Corporation shall forthwith appoint
a new trustee unless a new trustee has already been appointed by the
Warrantholders; failing such appointment by the Corporation, within 10 days the
retiring Trustee or any Warrantholder may apply to a justice of the Ontario
Court (General Division) at the Corporation’s expense, on such notice as such
justice may direct, for the appointment of a new trustee; but any new trustee
so appointed by the Corporation or by the Court shall be subject to removal as
aforesaid by the Warrantholders.  Any new
trustee appointed under this Section 9.8 shall be a corporation authorized
to carry on the business of a trust company in the Province of Ontario and, if
required by Applicable Legislation of any other province, in such other
province.  On any such appointment, the
new trustee shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named herein as Trustee without
any further assurance, conveyance, act or deed; but there shall be immediately
executed, at the expense of the Corporation, all such conveyances or other
instruments as may, in the opinion of counsel, be necessary or advisable for
the purpose of assuring the same to the new trustee, provided that any resignation
or removal of the Trustee and appointment of a successor trustee shall not
become effective until the successor trustee shall have executed an appropriate
instrument accepting such appointment and, at the request of the Corporation,
the predecessor Trustee, upon payment of its outstanding remuneration and
expenses, shall execute and deliver to the successor trustee an appropriate
instrument transferring to such successor trustee all rights and powers of the
Trustee hereunder.


 


(b)                                 Upon
the appointment of a successor trustee, the Corporation shall promptly notify
the Warrantholders thereof.


 


(c)                                  Any
corporation into or with which the Trustee may be merged or consolidated or
amalgamated, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor to the Trustee hereunder without any further
act on its part or of any of the parties hereto, provided that such corporation
would be eligible for appointment as a new trustee under Section 9.8(a).


 


(d)                                 Any
Warrants certified but not delivered by a predecessor trustee may be certified
by the successor trustee in the name of the predecessor or successor trustee.


 


36

















 


9.9                                                                               Conflict of Interest


 


(a)                                  The
Trustee represents to the Corporation that at the time of execution and
delivery hereof no material conflict of interest exists which it is aware of in
the Trustee’s role as a fiduciary hereunder and agrees that in the event of a
material conflict of interest arising hereafter which it becomes aware of it
will, within 90 days after ascertaining that it has such a material conflict of
interest, either eliminate the same or resign its trust hereunder subject to Section 9.8.  If any such material conflict of interest
exists or hereafter shall exist, the validity and enforceability of this
Indenture and the Warrants shall not be affected in any manner whatsoever by
reason thereof.


 


(b)                                 Subject
to Section 9.9(a), the Trustee, in its personal or any other capacity, may
buy, lend upon and deal in securities of the Corporation and generally may
contract and enter into financial transactions with the Corporation or any
subsidiary of the Corporation without being liable to account for any profit
made thereby.


 


9.10                                                                        Acceptance of Trusts


 


The Trustee hereby accepts the trusts in this Indenture declared and
provided for and agrees to perform the same upon the terms and conditions
herein set forth.


 


9.11                                                                        Trustee Not to Be Appointed Receiver


 


The Trustee and any person related to the Trustee shall not be
appointed a receiver or receiver and manager or liquidator of all or any part
of the assets or undertaking of the Corporation.


 


9.12                                                                        Indemnity of Trustee


 


The Corporation hereby indemnifies and holds harmless the Trustee and
its officers, directors, employees and agents from and against all claims,
demands, losses, actions, causes of action, costs, charges, expenses, damages
and liabilities whatsoever arising in connection with this Indenture,
including, without limitation, those arising out of or related to actions taken
or omitted to be taken by the Trustee contemplated hereby, legal fees and
disbursements on a solicitor and client basis and costs and expenses incurred
in connection with the enforcement of this indemnity, which the Trustee may
suffer or incur, whether at law or in equity, in any way caused by or arising,
directly or indirectly, in respect of any act, deed, matter or thing whatsoever
made, done, acquiesced in or omitted in or about or in relation to the
execution of its duties as Trustee and including any deed, matter or thing in
relation to the registration, perfection, release or discharge of
security.  The foregoing provisions of
this Section do not apply to the extent that in any circumstances there
has been a failure by the Trustee or its employees to act honestly and in good
faith or to discharge the Trustee’s obligations under Section 9.2(a) or
if such claims, demands, losses, actions, causes of action, costs, charges,
expenses, damages and liabilities arise out of the negligence or wilful
misconduct of the Trustee or the failure of the Trustee to fulfil its
obligations hereunder.  This indemnity
will survive the termination or discharge of this Indenture and the resignation
or removal of the Trustee.


 


37

















 


9.13                                                                        Notice


 


(a)                                  The
Trustee shall not be bound to give any notice or to do or take any act, action,
or proceeding by virtue of the powers conferred on it hereby unless and until
it shall have been required so to do under the terms hereof, and the Trustee
shall not be required to take notice of any default of the Corporation
hereunder unless and until notified in writing of the default (which notice
must specify the nature of the default) and, in the absence of such notice, the
Trustee may for all purposes hereunder conclusively assume that no default by
the Corporation hereunder has occurred. 
The giving of any notice shall in no way limit the discretion of the
Trustee hereunder as to whether any action is required to be taken in respect
of any default hereunder.


 


(b)                                 Whenever
any confirmation or instruction is required to be given to the Trustee pursuant
to this Indenture, such confirmation or instruction must be in writing to be
valid and effectively given.


 


ARTICLE 10


GENERAL


 


10.1                                                                        Notice to the Corporation


 


Any notice to the Corporation under the provisions of this Indenture
shall be valid and effective if delivered on a Business Day by hand or courier
delivery, addressed to Agnico-Eagle Mines Limited to the
attention of the David Garofalo, Chief Financial Officer and Senior
Vice-President, Finance, 145 King Street East, Suite 400, Toronto,
Ontario, M5C 2Y7 or by facsimile at (416) 367-4681, and shall be deemed to have
been effectively given on the date of delivery or the date of sending a
facsimile transmission (provided, however, that if such facsimile transmission
is sent after 4:00 p.m. (local time at place of receipt) notice shall be
deemed to have been effectively given on the following Business Day).  The Corporation may from time to time notify
the Trustee in writing of a change of address which thereafter, until changed
by like notice, shall be the address of the Corporation for all purposes of
this Indenture.


 


10.2                                                                        Notice to Trustee


 


Any notice to the Trustee under the provisions of this Indenture shall
be valid and effective if delivered on a Business Day by hand or courier
delivery, addressed to Computershare Trust Company of Canada
to the attention of the Manager, Corporate Trust Department,
100
University Avenue, 9th Floor, Toronto, ON,
M5J 2Y1 or by facsimile at 416.981.777 and shall be deemed
to have been effectively given on the date of delivery or the date of sending a
facsimile transmission (provided, however, that if such facsimile transmission
is sent after 4:00 p.m. (local time at place of receipt) notice shall be
deemed to have been effectively given on the following Business Day).  The Trustee may from time to time notify the
Corporation in writing of a change of address which thereafter, until changed
by a like notice, shall be the address of the Trustee for all purposes of this
Indenture.


 


38

















 


10.3                                                                        Notice to Warrantholders


 


Any notice to the Warrantholders under the provisions of this Indenture
shall be valid and effective if delivered on a Business Day by hand or sent by
mail, postage prepaid (provided that any notice to be so given is not unlikely
to reach its destination as a result of any actual or threatened interruption
of mail services), by letter or circular addressed to such holders at their
post office addresses appearing in the register of holders referred to in Section 2.8(a)(i) and
shall be deemed to have been effectively given on the date of delivery or on
the date that is five Business Days after the date of mailing.  Any Warrantholder may from time to time by
notice in writing delivered in accordance with this Article 10 change his,
hers or its address for purposes hereof.


 


If the Corporation or the Trustee determines that mail service is or is
threatened to be interrupted at the time when it is required or elects to give
any notice hereunder, it shall, notwithstanding the provisions hereof, give
such notice by means of publication once in one English language daily
newspaper of general circulation published in each of the provinces of Canada
and notice so published shall be deemed to have been given on the date on which
publication occurs.


 


10.4                                                                        Accidental Failure to Give Notice to Warrantholders


 


Accidental error or omission in giving notice or accidental failure to
give notice to any Warrantholder shall not invalidate any action or proceeding
founded thereon.


 


10.5                                                                        Counterparts and Formal Date


 


This Indenture may be executed in several counterparts, each of which
when so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument and notwithstanding their
date of execution shall be deemed to be dated as of the date hereof.


 


10.6                                                                        Satisfaction and Discharge of Indenture


 


Upon the date by which all Warrants theretofore certified hereunder
have been cancelled or deemed to be cancelled in accordance with Section 4.4,
this Indenture, except to the extent that Underlying Securities and
certificates therefor have not been issued and delivered hereunder or the
Corporation has not performed any of its obligations hereunder, shall cease to
be of further effect in respect of the Corporation, and the Trustee, on written
demand of and at the cost and expense of the Corporation, and upon delivery to
the Trustee of a certificate of the Corporation stating that all conditions
precedent to the satisfaction and discharge of this Indenture have been
complied with and upon payment to the Trustee of the expenses, fees and other
remuneration payable to the Trustee, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture; provided that if
the Trustee has not then performed any of its obligations hereunder, any such
satisfaction and discharge of the Corporation’s obligations hereunder shall not
affect or diminish the rights of any Warrantholder or the Corporation against
the Trustee.


 


39

















 


10.7                                                                        Provisions of Indenture and


Warrants for the Sole Benefit of Parties and
Warrantholders


 


Except as provided in Article 6, nothing in this Indenture or the
Warrants, expressed or implied, shall give or be construed to give to any
person other than the parties hereto and the holders from time to time of the
Warrants any legal or equitable right, remedy or claim under this Indenture, or
under any covenant or provision therein contained, all such covenants and
provisions being for the sole benefit of the parties hereto and the
Warrantholders.


 


10.8                                                                        Assignment


 


This Indenture may not be assigned by either party hereto without the
consent in writing of the other party. 
This Indenture shall enure to and bind the parties and their lawful
successors and permitted assigns.


 


10.9                                                                        No Waiver, etc.


 


No act, omission, delay, acquiescence of course of conduct on the part
of either party hereto, other than a specific written instrument, shall
constitute a waiver of or consent to any breach or default by the other party
hereto, or affect or limit the right of the party to insist on strict or timely
performance of the obligation of the other party.


 


10.10                                                                 Further Assurances


 


Each of the parties hereto shall do or cause to be done all such acts
and things as the other party hereto reasonably requests in order to better
evidence or effectuate the provisions and intent of this Indenture.


 


10.11                                                                 Amendments


 


Any amendment to this Indenture by supplement or otherwise shall be
subject to the prior written consent of the TSX.


 


10.12                                                                 Language


 


The parties hereto confirm their express wish that this Indenture and
all documents and agreements directly or indirectly relating thereto be drawn
up in the English language. 
Notwithstanding such express wish, the parties agree that any such
document or agreement, or any part thereof or of this Indenture, may be drawn
up in the French language.


 


Les parties aux présentes confirment leur
volonté expresse que la présente convention ainsi que tous les documents et
conventions s’y rattachant directement ou indirectement soient rédigés en
anglais.  Nonobstant cette volonté
expresse, les parties aux présentes conviennent que la présente convention
ainsi que tous les documents et conventions s’y rattachant directement ou
indirectement, ou toute partie de ceux-ci, puissent être rédigés en français.


 


40














 


IN WITNESS WHEREOF the parties hereto have executed this Indenture
under the hands of their proper officers in that behalf.


 


 


	
   

  	
  AGNICO-EAGLE MINES LIMITED

  
	
   

  	
   

  
	
   

  	
  By

  	
  (signed)
  David Garofalo

  
	
   

  	
   

  	
  Name: David Garofalo

  
	
   

  	
   

  	
  Title:   Chief Financial Officer and

  Senior Vice-President, Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  (signed)
  R. Gregory Laing

  
	
   

  	
   

  	
  Name: R. Gregory Laing

  
	
   

  	
   

  	
  Title:  
  General
  Counsel, Senior Vice-

  President, Legal and Corporate

  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPUTERSHARE TRUST COMPANY OF CANADA

  
	
   

  	
   

  
	
   

  	
  By

  	
  (signed)
  Chris Nitsis

  
	
   

  	
   

  	
  Name:

  	
  Chris Nitsis

  
	
   

  	
   

  	
  Title:

  	
  Professional,
  Corporate Trust

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  (signed)
  David Ha

  
	
   

  	
   

  	
  Name:

  	
  David Ha

  
	
   

  	
   

  	
  Title:

  	
  Professional, Corporate Trust

  



 


41

















 


SCHEDULE A


 


FORM OF
WARRANT CERTIFICATE


 


[INSERT THE FOLLOWING
LEGENDS IF REQUIRED BY SECTION 2.2(e) OF THE INDENTURE] THE SECURITIES
REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT
OF AGNICO-EAGLE MINES LIMITED (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY: (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S.
SECURITIES ACT, (C) IN ACCORDANCE WITH (1) RULE 144 UNDER THE U.S. SECURITIES ACT (IF
AVAILABLE) OR (2) ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT OR (D) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR THE APPLICABLE LAWS OF
ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) (1)
OR (2) ABOVE, A LEGAL OPINION OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY MAY
BE REQUIRED BY THE COMPANY.


 


THIS AMENDED WARRANT MAY NOT BE EXERCISED UNLESS
THE SECURITIES ISSUABLE UPON EXERCISE HAVE BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT AND APPLICABLE U.S. STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.


 


[INSERT THE
FOLLOWING LEGEND IF REQUIRED BY SECTION 2.2(f) OF THE INDENTURE]THE SECURITIES REPRESENTED HEREBY AND THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”),
OR ANY UNITED STATES STATE SECURITIES LAWS. 
THIS AMENDED WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY U.S. PERSON OR ANY PERSON IN THE UNITED STATES
UNLESS THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT AND APPLICABLE UNITED STATES STATE SECURITIES LAWS OR
AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.  “UNITED STATES” AND “U.S. PERSON” ARE AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.


 


EXERCISABLE ONLY PRIOR TO 4:30 P.M. TORONTO LOCAL
TIME ON DECEMBER
2, 2013 AFTER WHICH TIME THIS AMENDED WARRANT CERTIFICATE SHALL BE NULL AND
VOID.


 


AMENDED COMMON SHARE PURCHASE
WARRANT


TO PURCHASE COMMON SHARES OF


AGNICO-EAGLE
MINES LIMITED


 


THIS IS TO CERTIFY that, for value received, the holder hereof is the
registered holder of the number of common share purchase warrants (the “Warrants”)
stated above and is entitled at any time at or after the date hereof and prior
to 4:30 p.m. (Toronto time) on December 2, 2013 (the “Expiry Time”) to purchase
in accordance with the provisions of the Indenture (as defined below) one
common share (a “Common Share”) of Agnico-Eagle Mines Limited
(the “Corporation”) for each such Warrant represented hereby at a price of US$47.25
per Common


 

















 


Share (the “Exercise Price”) by surrendering to
Computershare Trust Company of Canada  (the “Trustee”)
at its principal office in the City of Toronto, Ontario or at any other place
that is designated by the Corporation with the approval of the Trustee (the “Warrant
Agency”) this certificate together with an executed exercise form (the “Exercise
Form”) in the form of the attached Exercise Form or any other written notice in
a form satisfactory to the Trustee, in either case duly completed and executed,
and a certified cheque, bank draft or money order payable at par to or to the
order of Agnico-Eagle Mines Limited in the
amount equal to the Exercise Price multiplied by the number of Common Shares
subscribed for; provided that unless the holder has surrendered the Warrants
represented hereby for exercise pursuant to the provisions hereof and of the
Indenture on or prior to the Expiry Time, the Warrants represented hereby shall
be void and of no effect.


 


Upon the exercise of the Warrants evidenced hereby, the Corporation
shall cause to be issued to the person(s) in whose name(s) the Common Shares so
subscribed for are to be issued (provided that if the Common Shares are to be
issued to a person other than a holder of this Warrant certificate, the holder’s
signature on the Exercise Form herein shall be guaranteed by a Canadian
chartered bank, a major trust company in Canada, a firm which is a member of a
recognized stock exchange in Canada, a member of the Investment Dealers
Association of Canada, a national securities exchange in the United States, or
the National Association of Securities Dealers, Inc. or a participant in the
Securities Transfer Agents Medallion (STAMP) Program (an “Eligible Institution”))
the number of Common Shares to be issued to such person(s), and such person(s) shall
become a holder in respect of Common Shares with effect from the date of such
exercise and upon the due surrender of this Warrant certificate the Corporation
will cause a certificate(s) representing such Common Shares to be made
available for pick-up by such person(s) at the Warrant Agency or mailed to such
person(s) at the address(es) specified in such Exercise Form, within three
Business Days after receipt of notice from the Trustee of the exercise of such
Warrant.


 


The Warrants evidenced hereby and the Common Shares to be issued upon
the exercise of such Warrants have not been and will not be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)
or the securities laws of any state of the United States.  The exercise rights attached to the Warrants
evidenced hereby may not be exercised by or on behalf of a “U.S. Person” (a “U.S.
Person”), as defined in Rule 902(k) of Regulation S under the U.S. Securities
Act, by any person in the United States of America, its territories, its
possessions, any state of the United States, the District of Columbia and other
areas subject to its jurisdiction (the “United States “) or by any person for
the account or benefit of a U.S. Person or a person in the United States of
America unless registered under the U.S. Securities Act and the securities laws
of all applicable states of the United States or an exemption from such
registration requirements is available. 
Accordingly, neither the Corporation nor the Trustee shall be obligated
to or will accept subscriptions for Common Shares issuable pursuant to the
exercise of the Warrants evidenced hereby from any Warrantholder, unless either
(i) the Warrantholder certifies that it is not a U.S. Person, is not a person
in the United States and is not exercising such Warrants for the account or
benefit of a U.S. Person or a person in the United States or provides a written
opinion of United States counsel reasonably acceptable to the Corporation to
the effect that the issuance of such Common Shares upon exercise is exempt from
registration under the U.S. Securities Act and any applicable securities laws
in any state of the United States or (ii) the Warrant being exercised is a “U.S.
Warrant” as defined in the Indenture.


 


43

















 


This Warrant Certificate represents Warrants of the Corporation issued
on December 3, 2008 and amended as of April 4, 2009 to become subject to the
provisions of a Warrant Indenture (which indenture together with all other
instruments supplemental or ancillary thereto is herein referred to as the “Indenture”)
dated as of
April 4, 2009 between the Corporation and the Trustee, to
which Indenture reference is hereby made for particulars of the rights of the
holders and the Corporation and of the Trustee in respect thereof and the terms
and conditions upon which the Warrants are held, all to the same effect as if
the provisions of the Indenture were herein set forth, to all of which the
holder by acceptance hereof assents.  A
copy of the Indenture will be provided at no cost to a holder who makes a
request for such copy to the Corporation or to the Trustee.  If any conflict exists between the provisions
contained herein and the provisions of the Indenture, the provisions of the
Indenture shall govern.


 


The Indenture provides for adjustments to the right of exercise,
including the amount of and class and kind of securities or other property
issuable upon exercise, upon the happening of certain stated events, including
the subdivision or consolidation of the Common Shares, certain distributions of
Common Shares or securities convertible into Common Shares or of other
securities or assets of the Corporation, certain offerings of rights, warrants
or options and certain reorganizations.


 


No fractional Common Shares are issuable upon the exercise of this
Warrant.  Holders of Warrants will not
have any rights as shareholders of the Corporation by virtue of holding such
Warrants.


 


Upon presentation to the Trustee at the Warrant Agency, subject to the
provisions of the Indenture and upon compliance with the reasonable
requirements of the Trustee, this Warrant certificate may be exchanged for
Warrant certificates entitling the holder thereof to purchase an equal
aggregate number of Common Shares upon payment of the aggregate Exercise Price.  If the holder subscribes for a lesser number
of Common Shares than the number of shares referred to in this Warrant
certificate, the holder shall be entitled to receive a further Warrant
certificate in respect of Common Shares referred to in this Warrant certificate
but not subscribed for.  The Corporation
and the Trustee may treat the registered holder of this Warrant certificate for
all purposes as the absolute owner hereof. 
The holding of this Warrant certificate shall not constitute the holder
thereof a holder of Common Shares or entitle him to any right or interest in
respect thereof except as herein and in the Indenture expressly provided.


 


Warrants may be transferred upon compliance with the conditions
described in the Indenture, on the register to be kept at the Warrant Agency,
by the registered holder thereof or his executors or administrators or other
legal representatives, or his or their attorney appointed by instrument in
writing in form and execution satisfactory to the Trustee with a signature guaranteed
by an Eligible Institution and upon compliance with such reasonable
requirements as the Trustee may prescribe (including the requirement to provide
evidence of satisfactory compliance with applicable securities laws).


 


The Indenture contains provisions making binding upon the holders of
Warrants outstanding thereunder resolutions passed at meetings of such holders
held in accordance with such provisions and instruments in writing signed by
the holders holding a specified percentage of the then unexercised Warrants.


 


44

















 


This Warrant certificate and the Indenture shall be governed by the
laws of the Province of Ontario and the federal laws of Canada applicable in
that province.  Time shall be of the essence
hereof and of the Indenture.  This
Warrant certificate shall not be valid for any purpose until it has been
certified by or on behalf of the Trustee for the time being under the
Indenture.


 


IN WITNESS WHEREOF the Corporation has caused this Warrant certificate
to be signed by its duly authorized officer as of December 3, 2008.


 


	
   

  	
  AGNICO-EAGLE MINES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name: David Garofalo

  
	
   

  	
   

  	
  Title:   Chief Financial Officer and

  Senior Vice-President, Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name: R. Gregory
  Laing

  
	
   

  	
   

  	
  Title:   General Counsel, Senior

  Vice-President, Legal and Corporate

  Secretary

  



 


45

















 


This Warrant certificate is one of the Warrant certificates referred to
in the Indenture within mentioned.


 


	
   

  	
  COMPUTERSHARE TRUST COMPANY OF CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


TRANSFER FORM


 


FOR VALUE
RECEIVED, the undersigned transferor (the “Transferor”) hereby sells, assigns
and transfers unto


 


	
   

  	
  (the “Transferee”)

  
	
  (NAME)     

  
	
   

  
	
   

  
	
  (ADDRESS)

  
	
   

  
	
   

  	
   

  	
  Warrants registered in the
  name of the undersigned represented by this warrant certificate

  
				



 


and hereby irrevocably constitutes and
appoints


 


	
   

  
	
  (THIS SPACE SHOULD BE LEFT BLANK)

  
	
   

  
	
   

  
	
   

  
	
  THE ATTORNEY OF THE UNDERSIGNED TO TRANSFER
  THE SAID WARRANTS ON THE APPROPRIATE REGISTER OF THE COMPANY WITH FULL POWER
  OF SUBSTITUTION IN THE PREMISES

  
	
   

  
	
   

  
	
  DATED:

  	
   

  
	
   

  	
   

  



 


	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  (Signature of Transferor)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name of Transferor — Please Print)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  (Signature of Transferee)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name of Transferee — Please Print)

  



 


The Transferee, by executing this instrument,
agrees to be bound by the terms of this warrant certificate.


 


DATED
the                  day of                                          ,
20        .


 

















 


Instructions:


 


If the transfer form is signed by an agent,
trustee, executor, administrator, curator, guardian, attorney, officer of a
corporation or any person acting in a judiciary or representative capacity, the
certificate must be accompanied by evidence of authority to sign satisfactory
to the Company.


 


The Warrants shall only be transferable in accordance with applicable
laws.


 


If this Warrant bears the legends required by
section 2.2(e) of the Indenture on the first page hereof, please complete the
following:


 


This Warrant is being transferred (please check one):


 


(1)                                   ̈                                    to the Corporation


 


(2)                                   ̈                                    outside the United States
pursuant to, and in compliance with, Rule 904 of Regulation S under the
Securities Act of 1933, as amended (the “U.S. Securities Act”)


 


(3)                                   ̈                                    pursuant to, and in compliance
with, Rule 144 under the U.S. Securities Act


 


(4)                                   ̈                                    pursuant to, and in compliance
with, another available exemption from registration under the U.S. Securities
Act


 


(5)                                   ̈                                    pursuant to an effective
registration statement under the U.S. Securities Act.


 


If box 2 is checked, this Transfer Form must be accompanied by a
declaration, in the form set forth in Section 2.2 of the Indenture or in such
other form as the Corporation may from time to time prescribe, together with
such other documentation as the Corporation and the Trustee may reasonably
require.


 


If box 3 or 4 is checked, this Transfer Form must be accompanied by an
opinion of counsel of recognized standing, or other evidence, in each case
reasonably satisfactory to the Corporation, to the effect that the proposed
transfer may be effected without registration under the U.S. Securities Act.


 


2

















 


EXERCISE FORM


 


TO:                                                                            AGNICO-EAGLE MINES LIMITED


 


The undersigned holder of the within Warrants hereby
irrevocably exercises the Warrants represented hereby and subscribes for the
maximum number of Common Shares (or other shares or securities or property
issuable in accordance with the Indenture) of Agnico-Eagle Mines Limited
issuable pursuant to the within Warrants on the terms specified in the said
Warrants and the Indenture.


 


Please check the applicable box:


 


o                                    Holder hereby certifies that it (A) at the time of exercise of the
Warrants is not in the United States; (B) is not a “U.S. person” (a “U.S.
Person”) as defined in Regulation S under the U.S. Securities Act, and is not
exercising the Warrants on behalf of or for the account or benefit of a U.S.
Person or a person in the United States; and (C) did not execute or deliver
this Notice of Exercise in the United States;


 


o                                    Accompanying this Notice of Exercise is an opinion of counsel to the
effect that either this Warrant and the Warrant Shares have been registered
under the U.S. Securities Act or that upon exercise of this Warrant the Warrant
Shares may be issued to Holder upon without registration under the U.S.
Securities Act; or


 


o                                    The Warrant is a U.S. Warrant (as defined in the Indenture) and
either (A) the Holder hereby certifies that it is (i) an Initial U.S. Holder
(as defined in the Indenture), (ii) it is exercising the Warrant solely for its
own account and not on behalf or, or for the benefit or account of, any other
person (iii) it was at the time it acquired the Warrant, and is at the time it
is exercising the Warrant, an “Accredited Investor” (as defined in Rule 501(c)(1),(2),(3),(4)
or (7) under the U.S. Securities Act) and (iv) it confirms, as of the date it
is exercising the Warrant, the representations, warranties and acknowledgments
set forth in the U.S. Subscription Agreement (as defined in the Indenture) or (B)
accompanying this Notice of Exercise is a signed letter in the form as set
forth in Annex B to the Indenture.


 


Note:  If the first box is checked, the Warrant
Shares issued upon exercise of this Warrant will not be delivered to an address
in the United States.


 


The undersigned hereby directs that the said Common
Shares be issued in the name of the undersigned and delivered to the address of
the undersigned as shown on the register of holders of Warrants, unless
otherwise specified in the space provided below.


 


	
  NAME(S) IN FULL

  	
   

  	
  ADDRESS(ES)

  (include Postal Code)

  	
   

  	
  NUMBER OF COMMON

  SHARES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


(Please Print)


 


	
  Number of Warrants being exercised:

  	
   

  	
   

  



 


	
  :

  	
   

  	
  Please check box if these certificates
  are to be delivered to the Warrant Agency, failing which the certificates
  will be mailed to the address shown on the register.

  



 


Please note that if Common Shares are to be issued to
a person other than the registered holder, the registered holder must pay to
the Trustee all exigible taxes and duly execute the form of transfer and the
signature of the registered holder must be guaranteed.


 


DATED this                  day of                                          , 20       
..


 


 


	
   

  	
   

  
	
   

  	
  Signature of Warrantholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print full name

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address in full

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature of Guarantor)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  (Authorized Signature Number)

  



 


2














 


SCHEDULE
B


 


REPRESENTATION LETTER


 


	
  TO:

  	
  AGNICO-EAGLE
  MINES LIMITED

  
	
   

  	
  145 King Street East, Suite 400

  
	
   

  	
  Toronto, Ontario

  
	
   

  	
  M5C 2Y7

  



 


Ladies and Gentlemen:


 


In connection with its acquisition of common shares (the “Common Shares”)
of Agnico-Eagle
Mines Limited (the “Corporation”) pursuant to the exercise
of common share purchase warrants (“Warrants”) to purchase Common Shares issued
on December 3, 2008 and governed by the warrant indenture dated as of April 4,
2009 between the Corporation and Computershare Trust Company of
Canada, as trustee (the “Trustee”), the undersigned
represents, warrants and covenants to you as follows:


 


(a)                                  it
acquired the Warrants in the United States in a transaction intended to be
exempt from the registration requirements of the U.S. Securities Act of 1933,
as amended (the “U.S. Securities Act”);


 


(b)                                 it
is authorized to consummate the purchase of the Common Shares;


 


(c)                                  it
understands that the Common Shares have not been and will not be registered
under the US Securities Act or any applicable state securities laws and that
the contemplated sale is being made in reliance on a private placement
exemption to “Accredited Investors” (as such term is defined in Annex A hereto,
“Accredited Investors”) and in reliance on exemptions under applicable state
securities laws;


 


(d)                                 it
is an Accredited Investor as defined in Rule 501(a)(1), (2), (3) or (7) under
the U.S. Securities Act (please check the applicable category in Annex A) and
is acquiring the Common Shares for its own account, and not with a view to any
resale, distribution or other disposition of the Common Shares in violation of
United States securities laws or applicable state securities laws;


 


(e)                                  the
issuance of the Common Shares will be conditioned upon delivery to the
Corporation of this letter and, if reasonably required by the Corporation, a
written opinion of United States counsel reasonably acceptable to the
Corporation to the effect that the issuance of the Common Shares is exempt from
registration under the U.S. Securities Act and any applicable securities laws
in any state of the United States;


 


(f)                                    it
has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of its investment in the Common
Shares and is able to bear the economic risks of such investment;


 

















 


(g)                                 it
acknowledges that it is not purchasing the Common Shares as a result of any
general solicitation or general advertising, including, without limitation,
advertisements, articles, notices or other communications published on the
Internet or in any newspaper, magazine or similar media or broadcast over radio
or television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;


 


(h)                                 it
understands that if it decides to offer, sell, pledge or otherwise transfer the
Common Shares, such securities may be offered, sold, pledged or otherwise
transferred only, (i) to the Corporation; (ii) outside the United
States in accordance with Rule 904 of Regulation S under the U.S.
Securities Act; (iii) in accordance with an exemption from registration
under the U.S. Securities Act, provided that it provides an opinion of counsel,
of recognized standing reasonably satisfactory to the Corporation, regarding
the applicability of such exemption; or (iv) under an effective
registration statement under the U.S. Securities Act, and in each case in
accordance with any applicable state securities laws in the United States or
securities laws of any other applicable jurisdiction;


 


(i)                                     it
understands and acknowledges that upon the original issuance thereof, and until
such time as the same is no longer required under applicable requirements of
the U.S. Securities Act or applicable state securities laws, certificates
representing Common Shares, and all certificates issued in exchange therefor or
in substitution thereof, shall bear the following legend:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER APPLICABLE STATE SECURITIES
LAWS.  THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES, AGREES FOR THE BENEFIT OF AGNICO-EAGLE MINES LIMITED (THE
“CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY:  (A) TO
THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH (1) RULE
144 UNDER THE U.S. SECURITIES ACT (IF AVAILABLE) OR (2) ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OR (D) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND, IN
EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR THE
APPLICABLE LAWS OF ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF
TRANSFERS PURSUANT TO (C) (1) OR (2) ABOVE, A LEGAL OPINION OR
OTHER EVIDENCE 


 


2

















 


SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT THE
PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE U.S.
SECURITIES ACT MAY BE REQUIRED BY THE CORPORATION.


 


DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE
“GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN
CANADA.  IF THESE SECURITIES ARE BEING
SOLD IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW
CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD
DELIVERY” MAY BE OBTAINED FROM THE TRUSTEE UPON DELIVERY OF THIS
CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE
TRUSTEE AND THE CORPORATION, AND SUCH OTHER DOCUMENTATION AS MAY BE
REQUIRED BY THE TRUSTEE AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE
SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH REGULATION S
UNDER THE U.S. SECURITIES ACT”;


 


provided
that, if the Common Shares are being sold in compliance with the requirements
of Rule 904 of Regulation S under the U.S. Securities Act and applicable
Canadian laws and regulations, the legend may be removed by providing a
declaration to the
Trustee, as registrar and transfer agent, to the effect
set forth in Annex B hereto, or in such other form as the Trustee or the
Corporation may from time to time prescribe;


 


and provided further, that, if any such securities are
being sold pursuant to Rule 144 of the U.S. Securities Act or a
transaction that does not require registration under the U.S. Securities Act or
applicable state securities laws, the legend may be removed by delivery to the
registrar and transfer agent of the Corporation of an opinion of counsel, of
recognized standing reasonably satisfactory to the Corporation, to the effect
that such legend is no longer required under applicable requirements of the
U.S. Securities Act or state securities laws;


 


and provided further, that, at such time as the legend
is no longer required under the U.S. Securities Act, such legend may be removed
by delivery to the Corporation or the registrar and transfer agent (with notice
to the Corporation) of such legal opinion, certificates of, representation or
other documents as may be reasonably required by the Corporation.


 


3

















 


(j)                                     it
consents to the Corporation making a notation on its records or giving
instructions to any transfer agent of the Common Shares in order to implement
the restrictions on transfer set forth and described herein;


 


(k)                                  if
required by applicable securities legislation, regulatory policy or order by
any securities commission, stock exchange or other regulatory authority, it
will execute, deliver and file and otherwise assist the Corporation in filing
reports, questionnaires, undertakings and other documents with respect to the
issue of the Common Shares;


 


(l)                                     it
understands and acknowledges that the Corporation is not obligated to file and
has no present intention of filing with the United States Securities and
Exchange Commission or with any state securities administrator any registration
statement in respect of resales of the Common Shares in the United States;


 


(m)                               it understands
and acknowledges that the Corporation (i) is not obligated to remain a “foreign
issuer” within the meaning of Regulation S under the U.S. Securities Act; (ii) may
not, at the time the Common Shares are resold by it or at any other time, be a
foreign issuer; and (iii) may engage in one or more transactions which
could cause the Corporation not to be a foreign issuer; and


 


(n)                                 it
understands that the Corporation and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations and agreements, and
it agrees that, if any of the acknowledgements, representations and agreements
made by it, or deemed to have been made by it by its purchase of the Common
Shares, for its own account or for one or more accounts as to which it
exercises sole investment discretion, is no longer accurate, it shall promptly
notify the Corporation.


 


The undersigned acknowledges that the representations and warranties
and agreements contained herein are made by it with the intent that they may be
relied upon by you in determining its eligibility to purchase the Common
Shares.  By this letter the undersigned
represents and warrants that the foregoing representations and warranties are
true and that they shall survive the purchase by it of the Common Shares and
shall continue in full force and effect notwithstanding any subsequent
disposition by the undersigned of the Common Shares.


 


You are irrevocably authorized to produce this letter or a copy hereof
to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.


 


	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  Name of Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


4

















 


ANNEX A


 


DEFINITION OF ACCREDITED
INVESTOR


 


(PLEASE
CHECK THE APPLICABLE CATEGORY.)


 


“Accredited Investor” means any entity that comes
within any of the following categories at the time of the sale of the Common
Shares to such entity:


 


o            Any bank as defined in section 3(a)(2) of the U.S.
Securities Act, or any savings and loan
association or other institution as defined in section
3(a)(5)(A) of the Act whether acting in its individual or fiduciary
capacity;


 


o            Any
broker or dealer registered pursuant to section 15 of the United
States Securities Exchange Act of 1934;


 


o            Any insurance company as defined in section 2(a)(13) of the U.S.
Securities Act;


 


o            Any investment
company registered under the Investment Company Act of 1940 or any business
development company as defined in section 2(a)(48) of that Act;


 


o            Any Small
Business Investment Corporation licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958;


 


o            Any plan
established and maintained by a state, its political subdivisions, or any
agency or instrumentality of a state or its political subdivisions, for the
benefit of its employees if such plan has total assets in excess of $5,000,000;


 


o            Any employee
benefit plan within the meaning of title I of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary,
as defined in section 3(21) of such Act, which is either a bank, savings and
loan association, insurance company or registered investment advisor, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons that are
accredited investors;


 


o            Any
private business development company as defined in section 202(a)(22) of the Investment
Advisers Act of 1940;


 


o            Any
organization described in section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;


 


o            Any
trust, with total assets in excess of $5,000,000 not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii); or


 

















 


ANNEX B


 


Form of Declaration
for Removal of Legend


 


	
  To:

  	
  COMPUTERSHARE TRUST COMPANY OF CANADA,

  
	
   

  	
  as registrar and transfer agent for the securities
  of

  
	
   

  	
   

  
	
   

  	
  AGNICO-EAGLE
  MINES LIMITED

  
	
   

  	
  145 King Street East, Suite 400

  
	
   

  	
  Toronto, Ontario

  
	
   

  	
  M5C 2Y7

  



 


The undersigned (A) acknowledges that the sale of the securities
to which this declaration relates is being made in reliance on Rule 904 of
Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), and (B) certifies that (1) it is not an “affiliate”
(as defined in Rule 405 under the U.S. Securities Act) of Agnico-Eagle
Mines Limited; (2) the offer of such securities was not made to a person
in the United States and either (a) at the time the buy order was
originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believed that the buyer was outside the
United States or (b) the transaction was executed on or through the
facilities of the Toronto Stock Exchange and neither the seller nor any person
acting on its behalf knows that the transaction has been prearranged with a
buyer in the United States; (3) neither the seller nor any person acting
on its behalf has engaged or will engage in any “directed selling efforts” in
connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the
resale restrictions imposed because the securities are “restricted securities”
(as that term is defined in Rule 144(a)(3) under the U.S. Securities
Act); (5) the seller does not intend to replace the securities sold in
reliance on Rule 904 of Regulation S under the U.S. Securities Act with
fungible unrestricted securities; and (6) the contemplated sale is not a
transaction, or part of a series of transactions which, although in technical
compliance with Regulation S under the U.S. Securities Act, is part of a plan
or scheme to evade the registration provisions of the U.S. Securities Act.  Terms used herein have the meanings given to
them by Regulation S under the U.S. Securities Act.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name
  of Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title: