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CALCULATION OF REGISTRATION FEETitle of Each Class of Securities to be RegisteredAmount to be Registered(1)Proposed Maximum Aggregate Offering Price(2)Amount of Registration FeeCommon Shares (no par value)$16,721.82(3)EXHIBITSExhibit No.DescriptionNotice of Compulsory Acquisition, dated May 7, 2007.*Compulsory Acquisition Letter of Transmittal.*Early Warning Report, dated April 18, 2007, incorporated by reference to Exhibit 99.1 to Agnico-Eagle's Form 6-K furnished to the Commission on May 8, 2007.Early Warning Report, dated May 1, 2007, incorporated by reference to Exhibit 99.2 to Agnico-Eagle's Form 6-K furnished to the Commission on May 8, 2007.Report of Result of Take-Over Bid, dated May 8, 2007, incorporated by reference to Exhibit 99.1 to Agnico-Eagle's Form 6-K furnished to the Commission on May 8, 2007.Press release of Agnico-Eagle, incorporated by reference to Agnico-Eagle's filing pursuant to Rule 425 filed with the Commission on April 27, 2007.EXHIBITS INDEXOffer and Circular, dated March 12, 2007.**Letter of Transmittal.**Notice Guaranteed Delivery.**Notice of Extension and Subsequent Offering Period, dated April 17, 2007.**Notice of Compulsory Acquisition, dated May 7, 2007.*Compulsory Acquistion Letter of Transmittal.*Support Agreement, dated February 14, 2007, between Agnico-Eagle, Agnico-Eagle Acquisition and Cumberland.**Lock-Up Agreement, dated February 14, 2007, among Agnico-Eagle, Agnico-Eagle Acquisition, Kerry M. Curtis, J. Michael Kenyon, Abraham Aronowicz, Richard Colterjohn, Walter Segsworth, Jonathan A. Rubenstein, Glen D. Dickson, Michael Carroll, Brad
G. Thiele, E.R. (Ted) Rutherglen and Craig Goodings.**Confidentiality Agreement, dated March 13, 2006, between Cumberland and Agnico-Eagle.**Confidentiality Agreement dated January 9, 2007 between Cumberland and Agnico-Eagle.**Agnico-Eagle's Annual Information Form dated March 27, 2006 consisting of Agnico-Eagle's Annual Report on Form 20-F for the fiscal year ended December 31, 2005, incorporated herein by reference to Agnico-Eagle's Annual Report on
Form 20-F filed with the Commission on March 28, 2006, as amended by Agnico-Eagle 's Annual Report on Form 20-F/A, filed with the Commission on May 26, 2006 (the "2005 Annual Report").Audited consolidated financial statements of Agnico-Eagle, including the notes thereto, as at December 31, 2005 and 2004 and for each of the years in the three year period ended December 31, 2005 together with the auditors' report thereon
dated February 21, 2006 (except for note 13, as to which the date is March 15, 2006), incorporated herein by reference to the 2005 Annual Report.Management's discussion and analysis of financial condition and results of operation of Agnico-Eagle for the year ended December 31, 2005, incorporated herein by reference to the 2005 Annual Report.Unaudited consolidated financial statements of Agnico-Eagle as at September 30, 2006 and for the three and nine months ended September 30, 2006 and 2005 and related management's discussion and analysis of operations of the Registrant for
the three and nine months ended September 30, 2006 and 2005, incorporated herein by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on November 13, 2006.Material Change Report of Agnico-Eagle dated February 22, 2006, incorporated herein by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on February 27, 2006.Material Change Report of Agnico-Eagle dated May 18, 2006, incorporated herein by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on May 30, 2006.Material Change Report of Agnico-Eagle dated June 5, 2006, incorporated herein by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on June 5, 2006.Management Proxy Circular dated March 3, 2006 prepared in connection with Agnico-Eagle's annual and special meeting of shareholders on May 12, 2006 (excluding the section entitled "Compensation and Other Information" and Appendices A,
B and C of such circular), incorporated herein by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on March 29, 2006.Press Release of Agnico-Eagle dated February 14, 2007, incorporated by reference to Agnico-Eagle's filing pursuant to Rule 165 and Rule 425 filed with the Commission on February 14, 2007.Analyst Presentation of Agnico-Eagle dated February 14, 2007, incorporated by reference to Agnico-Eagle's filing pursuant Rule 165 and Rule 425 filed with the Commission on February 14, 2007.Press Release of Agnico-Eagle dated February 14, 2007, incorporated by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on February 14, 2007.Transcript of Conference Call of Agnico-Eagle held on February 14, 2007, incorporated by reference to Agnico-Eagle's filing pursuant Rule 165 and Rule 425 filed with the Commission of February 16, 2007.Press Release of Agnico-Eagle, dated February 21, 2006, incorporated by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on February 22, 2007.Material Change Report of Agnico-Eagle dated February 14, 2007, incorporated by reference to Agnico-Eagle's Report on Form 6-K furnished to the Commission on February 21, 2007.Investor Fact Sheet of Agnico-Eagle dated March 14, 2007, incorporated by reference to Agnico's filing pursuant to Rule 425 filed with the Commission on March 14, 2007.Press Release of Agnico-Eagle, incorporated by reference to Agnico-Eagle's filing pursuant to Rule 425 filed with the Commission on April 17, 2007.Consent of Guy Gosselin.**Consent of Carl Pelletier.**Consent of Jean-François Couture.**Consent of Normand Bedard.**Consent of Louise Grondin.**Consent of François Vezina.**Consent of Camil Prince.**Consent of Paul Cousin.**Consent of Marc Ruel.**BCBCABy Registered MailBy Hand or by CourierComputershare Investor Services Inc.
P.O. Box 7021
31 Adelaide Street East
Toronto, ON
M5C 3H2Computershare Investor Services Inc.
9th Floor
100 University Avenue
Toronto, ON
M5J 2Y1Attention: Corporate ActionsToll Free: 1-800-564-6253
E-Mail: corporateactions@computershare.comAgnico Eagle Mines LTDBOX 1
(Please print or type. If space is insufficient, please attach a list
to this Letter of Transmittal in the below form.)Certificate Number(s)
(if available)Name(s) in which Registered
(please print and fill number in exactly as name(s) appear(s) on certificate(s))Number of Cumberland Shares Represented by CertificateTOTAL:DistributionsBLOCK A
REGISTRATION AND PAYMENT INSTRUCTIONSo Issue Agnico-Eagle Shares and issue cheque for payment in lieu of a fractional Agnico-Eagle Share, if applicable, in the name of:(Name)(Street Address and Number)(City and Province or State)(Country and Postal (Zip) Code)(Telephone Business Hours)(Tax Identification, Social Insurance or Social Security Number)BLOCK B
DELIVERY INSTRUCTIONSo Send Agnico-Eagle Shares and cheque for payment in lieu of a fractional Agnico-Eagle Share, if applicable, (Unless Block "D" is checked)
TO:
o Same as address in Block "A" or to:BLOCK C
TAXPAYER IDENTIFICATION NUMBERU.S. residents/citizens must provide their Taxpayer Identification NumberBLOCK D
SPECIAL PICK-UP INSTRUCTIONSo HOLD SHARE CERTIFICATE(S) AND CHEQUE(S), IF APPLICABLE, FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY WHERE THIS LETTER OF TRANSMITTAL IS
DEPOSITEDBLOCK EIndicate whether you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder.o The owner signing below represents that it is not a U.S. Shareholder and is not acting on behalf of a
U.S. Shareholder.o The owner signing below is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.A U.S. Shareholder is any Shareholder that is either (a) providing an address in Block "A" that is located within the United States or any territory or possession thereof or
(b) a U.S. person for United States federal income tax purposes.If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder, then in order to avoid backup withholding, you must complete the Substitute Form W-9 included below or, if
applicable, the appropriate IRS form W-8, or otherwise provide certification that you are exempt from backup withholding, as provided in the instructions. If you require a Form W-8, please contact the Depositary.SHAREHOLDER SIGNATURE
By signing below, the Shareholder expressly agrees to the terms and conditions set forth above.Signature guaranteed by
(if required under Instruction 4):Dated:Authorized Signature of GuarantorSignature of Shareholder or Authorized Representative
(see Instructions 3, 4 and 5)Name of Guarantor (please print or type)Name of Shareholder or Authorized Representative (please print or type)Address of Guarantor (please print or type)Daytime telephone number and facsimile number of Shareholder
or Authorized RepresentativeSUBSTITUTE FORM W-9
TO BE COMPLETED BY U.S. SHAREHOLDERS ONLYSUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and
CertificationPart 1 Please provide your name in the box at right.
Taxpayer Identification Number ("TIN") ENTER YOUR TIN IN THE BOX AT RIGHT. (For most individuals, this is your social security number. If you do not have a TIN, see "Obtaining a Number" in the Guidelines included in this form.)
CERTIFY BY SIGNING AND DATING BELOW.
Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payer.Name Social Security Number(s)
(If awaiting TIN, write "Applied For")
OREmployer Identification Number(s)
(If awaiting TIN, write "Applied For")Part 2 For payees exempt from backup withholding, please write "exempt" here (see Instructions):Part 3 Certification Under penalties of perjury, I certify that:(1) The number shown on this form is my correct TIN (or I am waiting for a TIN to be issued to me) and(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and(3) I am a U.S. person (including a U.S. resident alien).Certificate Instructions. You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all
interest and dividends on your tax return.The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.Signature of U.S. personDateCERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBERSignatureFOR U.S. SHAREHOLDERS ONLY GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9For This Type of Account:Give The Taxpayer IdentificationIndividualThe individualTwo or more individuals (joint account)The actual owner of the account or, if combined fund, the first individual on the account(1)Custodian account of a minor (Uniform Gift to Minors Act)The minor(2)4.a.The usual revocable savings trust account (grantor is also trustee)The grantor-trustee(1)b.So-called trust that is not a legal or valid trust under state lawThe actual owner(1)Sole proprietorship or single owner LLCThe owner(3)A valid trust, estate, or pension trustThe legal entity(4)CorporateThe corporationAssociation, club, religious, charitable, educational, or other tax-exempt organization accountThe organizationPartnershipThe partnershipA broker or registered nomineeThe broker or nomineeAccount with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program paymentsThe public entityPK ! l docProps/app.xml
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